EX-99.(c).(5)

Disclaimer

This

presentation

has

been

prepared

Centerview

Partners

LLC

(“Centerview”)

for

use

solely

the

Special

Committee

the

Board

Directors (the “Committee”) of Collie (the “Company”) in connection with its evaluation of the proposed transaction and the Company’s

strategic

alternatives

and

for

other

purpose.

The

information

contained herein

based

upon

information

supplied

the

Company

and

publicly-available information, and portions of the information contained

herein may be based upon statements, estimates and forecasts

provided by the Company. We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any

responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the

assets or

liabilities (contingent or otherwise) of the Company or any other entity, or concerning solvency or fair value of the Company, its assets or

any

other

entity.

With

respect

financial

forecasts,

including

with

respect

estimates

potential

synergies,

have

assumed

that

such

forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the

Company as to the future financial performance of the Company, and at your direction we have relied upon such forecasts, as provided by

the Company’s management, with respect

to the Company and Shepherd, including as to expected synergies. We assume no responsibility

for and express no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon

economic, monetary, market and other conditions as in effect on,

and the information made available to us as of, the date hereof, unless

indicated otherwise.

The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In

performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a

particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview's analysis, without

considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have

deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion

of the analysis described above should not be taken to be Centerview’s view of the actual value of the Company.

These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may

not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any

other advice, written or oral, rendered by Centerview is intended solely for the benefit and use of the Committee (in its capacity as such)

in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of

securities of the Company or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial,

legal

other

specialist

advice.

This

presentation

not

fairness

opinion,

recommendation,

valuation

opinion

any

kind,

and

necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.

CONFIDENTIAL -

Collie has been engaged with Shepherd since early-October regarding a potential merger

–

Discussions appear to have been catalyzed by St. Bernard, which on October 15 announced its

agreement to acquire 70% of Shepherd for more than $20 billion

–

On December 11, CNBC reported on the discussions

•

Collie stock closed up almost 12%; Shepherd closed down 1.6%

–

Shepherd is expected to file a 13D on December 13

Since our engagement by the Special Committee on November 21, Centerview has been actively involved

in evaluating Shepherd’s proposal(s), including relative to other strategic and financial alternatives available

Negotiations with Shepherd have focused on three inter-related topics:

–

Financial and contractual aspects of the transaction

–

Interim financing to be provided by Shepherd

–

Potential for Collie to accelerate previously-agreed network buildout schedule (and associated financing

implications)

(1)

As discussed with both the Special Committee and full Board, we have focused on the ability of each of

Collie’s potential alternatives to address key Collie issues:

–

Need for additional substantial wholesale customer(s)

–

Issues associated with Collie’s ownership / governance structure

–

Lack of liquidity to fund current business plan

Situation Update

(1)

No longer an element of the transaction. To be discussed among principals post-announcement.

CONFIDENTIAL -

Overview of Shepherd Proposal

Consideration

Conditions to

Sign -

General

[$2.90]/share in cash for 100% of equity interests it does not already own

Approval of Collie and Shepherd Boards of Directors

Approval of St. Bernard

Structure

Reverse triangular merger

Conditions to

Sign -

SIGs

Significant

Conditions to

Termination /

Termination

Payment(s)

Board can change its recommendation consistent with fiduciary duties, but no fiduciary termination right

the

merger

agreement

terminated

other

than

because

[Collie

shareholders

not

approve

merger],

then

Shepherd

(i)

required

make

$100mm

prepayment

against

accelerated

network

buildout

(2)

and

(ii)

will

forgive

$120mm

interim

(see page 7)

Note:

Does not reflect Shepherd comments to merger agreement received early-morning 12/12/12.

(1)

Collie attempting to conform CFIUS standard to St. Bernard/Shepherd Agreement.

(2)

Prepayment payable in January 2014 assuming network milestones have been satisfied.

$21mm basket for retention payments to non-management employees

Other

Key Terms –

Merger Agreement | Final Terms Subject to Further Negotiation

Collie shareholder vote

Closing

Shepherd/St.

Bernard

transaction

(including

CFIUS

approval)

(1)

No MAE on Collie [standard TBD]

No Collie dissenting shares in excess of 12.5%

Regulatory approval [standard TBD] and other standard closing conditions

Voting agreements in favor of the transaction

Equityholders’

Agreement is terminated at closing

Agreement to offer to sell shares to Shepherd at deal price (pursuant to RoFO) [if Collie shareholders do not approve

merger]

CONFIDENTIAL -

Overview of Shepherd Proposal

Conditions

to Sign -

SIGs

$2.60/share in cash

Consideration

Preliminary Proposal

[$2.90]/share in cash

Current Proposal

MVNO

RoFO

4G agreements terminated

Agreements remain in place

Triggered if merger agreement is terminated

SIG offer + Shepherd commitment

Triggered if [Collie shareholders do not approve

merger]

SIG offer only; no Shepherd commitment

Conditions

to Close

Dissenting

Regulatory

Percentage not specified

Subsequent first proposal = 5%

12.5%

No imposition of conditions unacceptable to

Shepherd

[Standard TBD]

Termination Payment(s)

Silent

$100mm prepayment against accelerated network

buildout

(1)

$120mm of interim financing is forgiven (see page 7)

Note:

Does not reflect Shepherd comments to merger agreement received early-morning 12/12/12.

(1)

Payable in January 2014 assuming network milestones have been satisfied, and if merger agreement is terminated other than because

[Collie shareholders do not approve merger].

Key Terms –

Changes vs. Preliminary Proposal | Final Terms Subject to Further Negotiation

CONFIDENTIAL -

Overview of Shepherd Proposal

Availabilities

Amount / Coupon

/ Other

Conversion

(1)

Above $440mm, vote will be required to satisfy Nasdaq 20% rule; vote will be separately necessary given current Collie authorized

shares limited to 360mm. Vote on share issuance and vote on merger will be cross-contingent.

(2)

Prepayment payable in January 2014 assuming network milestones have been satisfied.

Key Terms –

Interim Financing | Final Terms Subject to Further Negotiation

Preliminary Proposal

Current Proposal

Up to $600mm

1.00% Senior Exchangeable Notes

Due 2018

NCL

Up to $800mm

1.00% Senior Exchangeable Notes

Due 2018

NCL

New RoFR on Excess Spectrum sale if merger does

not close

Up to $200mm subject to previously-agreed network

milestones

Remainder subject to new, mutually-agreed milestones

$1.25/share

$1.50/share

(principal

subject

adjustment

–

see

below)

Convertible at Collie’s option if merger agreement is

terminated other than because [Collie shareholders do not

approve merger]

Otherwise always convertible at Shepherd’s option

No new RoFR on Excess Spectrum sale

$80mm per month, subject to caps at:

–

~5.5 months (~$440mm) if shareholders have not

approved

issuance

additional

(1)

–

7 months ($560mm) if network milestones are not

mutually-agreed within 45 days

Forgiveness of

Principal

Shepherd will forgive $120mm of principal if

merger agreement is terminated other than

because [Collie shareholders do not approve

merger]

Matching Right

CONFIDENTIAL -

Summary of Shepherd Proposal

Key Financial Statistics

Source:

Collie management, Company filings and FactSet, as of December 11, 2012.

Note:

U.S. dollars in millions, except per MHz-pop and per share amounts. Date ranges reflect calendar ranges (e.g., 30 days reflects 30

calendar days).

(1)

Based on 47.0bn MHz-pops.

[

]

Preliminary

Current

Proposal

$2.60

$2.90

$2.97

$3.00

$3.05

$3.10

$3.15

Increase vs. Preliminary Proposal

–

11.5%

14.2%

15.4%

17.3%

19.2%

21.2%

Incremental Value vs. Preliminary Proposal

–

$227

$280

$303

$340

$378

$416

Aggregate Value to Non-Shepherd Equityholders

1,965

2,192

2,245

2,268

2,305

2,343

2,381

Premia vs. Spot Prices

Relative to Current -

12/11/12 ($2.68)

(3.0%)

8.2%

10.8%

11.9%

13.8%

15.7%

17.5%

Relative

Pre-Leak

12/10/12

($2.40)

8.3%

20.8%

23.8%

25.0%

27.1%

29.2%

31.3%

1-Day

Prior

Receipt

Preliminary

Proposal

11/20/12

($2.12)

22.6%

36.8%

40.1%

41.5%

43.9%

46.2%

48.6%

1-Day

Prior

Annc.

Shepherd/St.

Bernard

Txn

10/10/12

($1.30)

100.0%

123.1%

128.5%

130.8%

134.6%

138.5%

142.3%

Premia vs. Trading Averages

4-Weeks Prior to Pre-Leak ($2.27)

14.5%

27.7%

30.8%

32.1%

34.3%

36.5%

38.7%

6-Months Prior to Pre-Leak ($1.63)

59.9%

78.4%

82.7%

84.5%

87.6%

90.7%

93.8%

4-Weeks Prior to Receipt of Preliminary Proposal ($2.11)

23.2%

37.4%

40.7%

42.2%

44.5%

46.9%

49.3%

4-Weeks Prior to Annc. of Shepherd/St. Bernard Txn ($1.43)

81.5%

102.5%

107.4%

109.5%

113.0%

116.4%

119.9%

EV / MHz-pop

(1)

$0.199

$0.208

$0.211

$0.212

$0.213

$0.215

$0.216

CONFIDENTIAL -

“Majority of Minority”

Vote Analysis

Source:

Collie management and Company filings.

Note:

Shares in millions. Based on 1,466 million basic shares outstanding; excludes shares associated with RSUs.

(1)

Pro forma for Shepherd acquisition of shares from English Setter.

(2)

Includes Highbridge, Sirios, Chesapeake, Vanguard and Glenview.

“Other Public”

Shareholders Required to Approve Merger

CONFIDENTIAL -

Total Class A and Class B Shares Outstanding

1,465.6

(Less): Shares Held By Shepherd

(739.0)

"Minority" Shares

726.6

Percentage of Minority Required to Approve Merger

50.1%

Minority Shares Required to Approve Merger

364.0

% of

Non-Shepherd

Comcast

88.5

12.2%

Bright House

8.5

1.2%

Intel

94.1

12.9%

Subtotal SIGs

191.1

26.3%

Mt. Kellet and Crest

99.0

13.6%

Next Five

(2)

179.1

24.7%

Other Public

257.4

35.4%

100.0%

SIGs

SIGs and Next Five

All SIGs

All SIGs / 50% of

All SIGs / 100% of

"For"

Next Five "For"

"For"

16.9%

Not Needed

"Against"

39.6%

32.4%

Not Needed

Current

(1)

Total Non-Shepherd

726.6

Collie can issue 293mm shares prior

to needing shareholder vote per

Nasdaq rules

Dilution Associated with Conversion of Interim Financing

Source:

Financial projections per Collie management and Company filings.

Note:

U.S. dollars in millions.

(1)

Based on 1,466 million basic shares outstanding, excluding shares associated with RSUs.

(2)

Based on projected September 2013 net debt balance per MCC.

$1.50 / Share Conversion Price

~5.5-Month Cap

7-Month Cap

Full Facility

If agreement on buildout schedule

not reached within 45 days, Collie

can draw only for 7 months

$800mm full availability

Value (dilution) / accretion to Non-Shepherd / Non-SIG shareholders

(2)

CONFIDENTIAL -

Unadjusted

Less $120mm

Unadjusted

Less $120mm

Unadjusted

Less $120mm

Principal

$440

$320

$560

$440

$800

$680

Underlying Shares

@ $1.50

293

213

373

293

533

453

Implied "Adjusted" Conversion Price

$1.50

$2.06

$1.50

$1.91

$1.50

$1.76

Shepherd

Pre-Conversion

50.4%

Pro Forma

58.7%

56.7%

60.5%

58.7%

63.7%

62.1%

Non-SIG Shareholders Change

(6.1%)

(4.6%)

(7.4%)

(6.1%)

(9.7%)

(8.6%)

Share Price

Pre-Conversion

(1)

$0.08

$0.06

$0.10

$0.08

$0.13

$0.12

0.04

0.03

0.05

0.04

0.07

0.06

0.00

(0.08)

(0.06)

(0.10)

(0.08)

(0.13)

(0.12)

(0.17)

(0.13)

(0.20)

(0.17)

(0.27)

(0.24)

(0.25)

(0.19)

(0.30)

(0.25)

(0.40)

(0.35)

3.00

Implied

Conversion

Price

Change in

Ownership

(1)

Change in

Value Per

$1.00

1.25

1.50

2.00

2.50

CONFIDENTIAL -

Summary of Indicative Dalmatian Proposal

Spectrum

Adjustments

Proposal

Comments

~40MHz contiguous spectrum in LTE Band 41 (the

“Portfolio”)

11.367bn total MHz-pops

–

9.528bn MHz-pops Owned

–

1.839bn MHz-pops Leased

~$177mm

(1)

NPV of spectrum lease payments

~$200 -

$600mm tax liability

Gross Value

$2.46bn

~$0.216/MHz-pop

Net Value

(2)

~$0.183/MHz-pop

~$1.7bn -

$2.1bn in aggregate

Tax liability dependent on Shepherd decision regarding use

of NOLs (if available) vs. conversion to Class A shares

Other

Option to purchase additional 2MHz adjacent to Portfolio at

same price

Match right to purchase/lease additional 20Mhz of spectrum

Agreement to “swap”

spectrum at cost with replacement of

“filter channels”

if Dalmatian or Collie acquires spectrum

contiguous to Portfolio

Commercial agreement between Collie and Dalmatian

Liquidity Impact

Source:

Collie management.

(1)

Collie management

estimate

based

10%

discount

rate;

Dalmatian

proposal

estimates

NPV

spectrum

lease

payments as $277

million based on 5% discount rate.

(2)

Reflects $177mm NPV of spectrum lease payments and assumes $200mn tax liability.

Collie agreements restrict use of proceeds from asset sale

–

Baskets allow for funding of (i) up to one year of

capex and (ii) operating expenses up to 25% of

proceeds (less amounts used to fund capex)

–

Remainder must be used to tender for first lien

If holders do not tender, Collie’s use of proceeds is not

restricted

–

Current trading levels suggest debtholders may not

tender

Additional 20MHz likely exceeds current Excess Spectrum

definition

Commercial agreement is defined only in broad terms

Dalmatian has on prior occasion expressed willingness to

consider using acquired Collie debt as partial consideration

CONFIDENTIAL -

Overview of Valuation Methodologies Employed

Comments

Observations

Historical

Trading Ranges

Reflects Collie trading levels both before and since the

announcement of the Shepherd/St. Bernard transaction

$0.90

$2.69

52-week

range

(based

closing

prices)

Closed 12/11/12 at $2.68

Precedent

Transactions

All cash transactions

Minority squeeze-outs

Each transaction is situation-specific

Median of both cash transactions overall and minority

squeeze-outs is in the ~30% range

See pages 18-19

Analyst Price

Targets

Wide range of expectations and assumptions

Generally based on per-MHz-pop valuations and DCF

$2.00

$4.00

range

(excluding

high/low)

See page 16

Precedent

Spectrum

Acquisitions

Recent strategic acquisitions of material spectrum blocks

–

Based on transactions involving MSS, WCS and

2.5GHz spectrum bands

Each transaction is situation-specific with valuations

affected by a number of factors

Most-similar spectrum has traded in the $0.18 -

$0.26

(1)

/ MHz-pop range

See page 17

Discounted

Cash Flow

Analysis

Illustrative intrinsic value based on projected future FCF

Based on two Management cases, one which assumes

additional wholesale customer(s) and another which

assumes Shepherd remains the only customer

DCF less significant to overall analysis given (i) Management’s

view of continuing challenge in attracting additional wholesale

customer(s) and (ii) requirement of significant additional funding,

which may not be available

See page 20-22

(1)

Price/MHz-pop for AT&T acquisition of Nextwave spectrum includes C/D blocks not immediately usable due to requirement for

“guard bands.”

Excluding guard bands yields implied price of $0.37/MHz-pop.

Centerview’s valuation analysis includes a number of different valuation methodologies, each with its own

particular considerations:

Trading

Comparables

We have considered and reviewed potential trading

comparables, but not included in our analysis due to

lack of meaningful comparability to Collie

$15.50

$0.00

$2.90

$3.15

Valuation Summary

$2.80

$2.75

Historical Trading Ranges

52-Week Closing Low -

7/24/12

52-Week Closing High -

10/15/12

Analyst Price Targets

(1)

Precedent Spectrum Acquisitions

(2)

$0.176 -

$0.255 / MHz-POP

Precedent Cash Transactions

~32% Premium to 1-Day Pre-Shepherd / St. Bernard ($1.30)

~32% Premium to 1-Day Prior to Preliminary Offer ($2.12)

~38% Premium to 12/10/12 Close ($2.40)

Precedent Minority Squeeze-Outs

~30% Premium to 1-Day Pre-Shepherd / St. Bernard ($1.30)

~30% Premium to 1-Day Prior to Preliminary Offer ($2.12)

~30% Premium to 12/10/12 Close ($2.40)

DCF -

Multi-Customer Case

(3)

10.0% -

17.5% WACC

1.0% -

3.0% Perpetuity Growth Rate

DCF -

Single-Customer Case

(3)

10.0% -

17.5% WACC

1.0% -

3.0% Perpetuity Growth Rate

$3.45

$1.70

$1.90

$2.00

$0.90

$0.75

$3.10

$3.30

$4.35

$4.00

$2.69

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

CONFIDENTIAL -

(4)

Note:

Figures rounded to nearest $0.05, except historical trading ranges.

(1)

Excludes high and low price targets.

(2)

Based on transactions involving MSS, WCS and 2.5GHz spectrum bands. Price/MHz-pop for AT&T acquisition of Nextwave spectrum includes

C/D blocks not immediately usable due to requirement for “guard bands.” Excluding guard bands yields implied price of $0.37/MHz-pop.

(3)

Does not reflect proceeds from divestiture of excess spectrum; indicative Dalmatian proposal implies additional value of ~$1.40 per share.

(4)

Negative equity values expressed as $0.00.

Analysis at Various Prices

Source:

Collie management, Company filings and FactSet, as of December 11, 2012.

Note:

U.S. dollars in millions, except per MHz-pop and per share amounts. Date ranges reflect calendar ranges (e.g., 30 days reflects 30

calendar days).

(1)

Based on fully diluted shares outstanding, including shares associated with RSUs, options and warrants.

(2)

Collie management estimate.

(3)

Based on 47.0bn MHz-pops.

vs.

Pre-Leak

(12/10/12)

Through

Pre-Leak

(12/10/12)

Through

Pre-Shepherd/

St. Bernard

(10/10/12)

[

]

Preliminary

Current

Proposal

$2.60

$2.90

$2.97

$3.00

$3.05

$3.10

$3.15

Aggregate Equity Value

(1)

$3,887

$4,335

$4,440

$4,485

$4,560

$4,635

$4,710

Plus: Debt

4,486

Plus: NPV of Spectrum Leases

(2)

1,800

(Less): Cash & S-T Investments

(828)

Aggregate Enterprise Value

$9,344

$9,793

$9,897

$9,942

$10,017

$10,092

$10,167

Transaction Highlights

Increase vs. Preliminary Proposal

11.5%

14.2%

15.4%

17.3%

19.2%

21.2%

Incremental Value vs. Preliminary Proposal

227

280

303

340

378

416

Value of Non-Shepherd Equity

1,965

2,192

2,245

2,268

2,305

2,343

2,381

Premia

Spot Prices Relative to:

52-Wk. High ($2.69)

(3.3%)

7.8%

10.4%

11.5%

13.4%

15.2%

17.1%

Current ($2.68)

(3.0%)

8.2%

10.8%

11.9%

13.8%

15.7%

17.5%

Pre-Leak ($2.40)

8.3%

20.8%

23.8%

25.0%

27.1%

29.2%

31.3%

1-Day Prior to Preliminary Proposal ($2.12)

22.6%

36.8%

40.1%

41.5%

43.9%

46.2%

48.6%

1-Day Prior to Annc. of Shepherd/St. Bernard ($1.30)

100.0%

123.1%

128.5%

130.8%

134.6%

138.5%

142.3%

1-Week Prior ($2.47)

5.3%

17.4%

20.2%

21.5%

23.5%

25.5%

27.5%

4-Weeks Prior ($2.22)

17.1%

30.6%

33.8%

35.1%

37.4%

39.6%

41.9%

6-Mos. Prior ($1.19)

118.5%

143.7%

149.6%

152.1%

156.3%

160.5%

164.7%

Trading Averages:

4-Weeks ($2.27)

14.5%

27.7%

30.8%

32.1%

34.3%

36.5%

38.7%

3-Mos. ($1.93)

34.9%

50.5%

54.1%

55.7%

58.3%

60.9%

63.5%

6-Mos. ($1.63)

59.9%

78.4%

82.7%

84.5%

87.6%

90.7%

93.8%

4-Weeks Prior to Preliminary Proposal ($2.11)

23.2%

37.4%

40.7%

42.2%

44.5%

46.9%

49.3%

4-Weeks ($1.43)

81.5%

102.5%

107.4%

109.5%

113.0%

116.4%

119.9%

3-Mos. ($1.43)

81.3%

102.3%

107.2%

109.2%

112.7%

116.2%

119.7%

6-Mos. ($1.38)

88.6%

110.3%

115.4%

117.6%

121.2%

124.8%

128.5%

EV / MHz-pop

(3)

$0.199

$0.208

$0.211

$0.212

$0.213

$0.215

$0.216

CONFIDENTIAL -

Source:

Wall Street research and FactSet, as of December 11, 2012. Excludes analysts for whom price target is not available.

(1)

Reflects standardized text, as per ThomsonOne.

(2)

Reflects near-term price target, as per analyst research.

Analyst Price Targets

CONFIDENTIAL -

Price

Report

Valuation

Analyst

Rating

(1)

Target

(2)

Date

Methodology

Zachary

Buy

$5.00

Oct-12

not provided

BofA Merrill Lynch

Buy

4.00

Oct-12

$0.15-$0.30 / MHz-pop

JPMorgan

Hold

4.00

Dec-12

$0.28 / MHz-pop

Wells Fargo

Buy

3.75

Jul-12

$0.17-$0.19 / MHz-pop

Davidson

Buy

3.00

Oct-12

not provided

Guggenheim

Buy

3.00

Oct-12

not provided

JANCO

Buy

2.75

Aug-12

not provided

Macquarie

Hold

2.75

Nov-12

DCF "Scenario Analysis"

RBC

Hold

2.50

Nov-12

$0.25 / MHz-pop

Jefferies

Hold

2.00

Oct-12

DCF / Spectrum-based

Evercore

Hold

1.75

Oct-12

Spectrum-based

UBS

Hold

1.75

Oct-12

DCF-based

Precedent Spectrum Acquisitions

(3)

(4)

(2)

(5)

(1)

(6)

Precedent spectrum valuations are influenced by a number of factors including: situational context (e.g., distressed

sale),

immediately

deployable

vs.

requiring

regulatory

approval,

strategic

value

acquirer,

portfolio

size,

geographic coverage, useable spectrum as a percentage of total portfolio, etc.

CONFIDENTIAL -

Date

Txn

Total

Acquiror

Target

$ / MHz-pop

Annc.

Value

MHz-pop

Comment

Collie

Shepherd

Spectrum

5/7/08

$7,400

28,989

Reflects price for spectrum contributed by Shepherd for

stake in Collie

Dalmatian

Collie

2,460

11,367

Preliminary Dalmatian proposal to Collie

Shepherd

English

Setter

10/18/12

9,893

47,000

Based on $2.97/share

Collie

BellSouth

2/15/07

300

1,700

Regulatory divestiture in connection with AT&T/BellSouth

AT&T

NextWave

8/2/12

600

2,846

Price includes guard bands; ex. yields $0.37 / MHz-pop

Subject to FCC approval of AT&T / Sirius plan

Harbinger

(LightSquared)

SkyTerra

9/23/09

1,849

7,500

Regulatory requirement for significant build-out

Dalmatian

DBSD

2/1/11

1,364

6,000

Transactions included satellites

Required $114mm payment to Shepherd

Dalmatian

Terrestar

6/14/11

1,382

6,600

FCC approval required prior to terrestrial use

Distressed sale

Verizon

SpectrumCo

12/2/11

3,600

5,180

Contiguous with holdings / able to immediately deploy

Part of larger agreement with Cable Companies

Verizon

Cox

12/16/11

315

560

Contiguous with holdings / able to immediately deploy

Complementary to SpectrumCo Acquisition

Various

Nextwave

Spectrum

7/17/08

150

593

$0.253

$0.563

$0.695

$0.209

$0.227

$0.247

$0.211

$0.176

$0.210

$0.216

$0.255

Source:

Company filings, FCC reports and Wall Street research.

Note:

Figures in millions, except $ / MHz-pop.

(1)

Reflects total transaction size at headline “target” price of $20 / share (price after post-closing adjustments to be within $17-$23 range).

(2)

Reflects Shepherd spectrum to be contributed, as of 4/30/08. Merger agreement specifies a minimum of 27,540 MHz-pop at closing.

(3)

Transaction was primarily WCS but also included AWS spectrum.

(4)

Includes C/D blocks not immediately usable due to requirement for “guard bands.” 1,607 MHz-pop excluding C/D blocks.

(5)

Final closing prices as per Q1’12 10-Q.

(6)

Divestiture included both 10 and 20 MHz blocks; assumes average of 15 MHz, as per Wall Street research.

Precedent Minority Squeeze-Out Transactions

Selected Cash Transactions Greater than $1.0 billion

Source:

Company filings, Thomson SDC, Bloomberg and Capital IQ.

Note:

Date ranges reflect calendar ranges (e.g., 30 days reflects 30 calendar days).

(1)

Reflects value of equity acquired. U.S. dollars in billions.

(2)

Premium to target’s stock price 1-day prior to preliminary announcement.

(3)

Initial to final.

All Transactions

Transactions with Price Increases

Preliminary Offer

Final Offer

Date

Ownership

Txn

Premium

Price

Annc.

Closed

Target

Acquiror

% Prior

% Acq.

% PF

Value

(1)

Price

Prem.

(2)

Price

1-Day

1-Week

4-Week

Increase

(3)

6/2/10

8/30/10

Gerdau Ameristeel

Gerdau Steel N.

America

66.3%

33.7%

100.0%

$1.6

$11.00

53.4%

$11.00

53.4%

57.1%

56.9%

9/4/09

10/28/09

Odyssey Re

Holdings

Fairfax Financial

Holdings

72.6%

27.4%

100.0%

1.0

60.00

20.0%

65.00

30.0%

29.9%

39.9%

8.3%

8/12/08

11/5/08

UnionBanCal

Bank of Tokyo-

MUFJ

65.4%

34.6%

100.0%

3.7

63.00

9.1%

73.50

27.2%

29.5%

104.4%

16.7%

7/21/08

3/26/09

Genentech

Roche Holdings AG

55.7%

44.3%

100.0%

46.8

89.00

8.8%

95.00

16.1%

26.0%

28.1%

6.7%

3/10/08

1/2/09

Nationwide

Financial

Nationwide Mutual

Insurance

66.3%

33.7%

100.0%

2.5

47.20

26.7%

52.25

40.2%

31.0%

10.7%

11/20/06

4/20/07

TD Banknorth

TD Bank Financial

Group

57.0%

43.0%

100.0%

3.2

32.33

7.3%

32.33

7.3%

9.1%

8.6%

2/6/06

5/16/06

Lafarge North

America

Lafarge S.A.

53.2%

46.8%

100.0%

2.9

75.00

17.4%

85.50

33.8%

34.4%

40.5%

14.0%

9/1/05

11/8/05

7-Eleven

Seven & I Holdings

72.7%

27.3%

100.0%

1.3

32.50

14.7%

37.50

32.3%

31.0%

14.1%

15.4%

8/2/04

12/8/04

Cox

Communications

Cox Enterprises

62.2%

37.8%

100.0%

8.5

32.00

16.0%

34.75

26.0%

24.6%

25.2%

8.6%

Min

7.3%

9.1%

8.6%

Mean

19.3%

29.6%

30.3%

38.8%

8.9%

Median

16.0%

30.0%

29.9%

31.0%

8.6%

Max

53.4%

57.1%

104.4%

16.7%

Mean

11.5%

Median

10.7%

CONFIDENTIAL -

Management has provided Centerview with two sets of financial projections, differing primarily with

respect to the Company’s assumed wholesale customer base:

–

Multi-Customer Case (“MCC”)

assumes substantial non-Shepherd LTE network traffic beginning in 2014

(~70% of total revenue by 2015)

–

Single-Customer Case (“SCC”)

assumes Shepherd remains Collie’s only wholesale customer

Both cases assume ongoing LTE upgrades and retail strategy consistent with announced plans

We have also reviewed a “Modified SCC,”

prepared by Collie management, which reflects a slightly-faster

network buildout; results are immaterially different from SCC

In evaluating the feasibility and value of these plans, we note the following:

–

Despite a concerted effort over the past several years, Collie has yet to attract another meaningful

wholesale customer other than Shepherd

•

Given an estimated nine-month lead time to put traffic on-net, the MCC implies one or more very

significant new-customer win(s) in the immediate future

–

Both the MCC and the SCC contemplate substantial funding gaps (~$2bn and ~$4bn, respectively) to

reach free cash flow positive

•

Potential sources of funds include capital markets solutions and/or spectrum sales, but uncertainty

around the timing and amount of available funding impacts the feasibility of these plans

Management Plan Overview

Centerview Observations

Source:

Collie management.

(1)

Analysis does not reflect proceeds from divestiture of excess spectrum; indicative Dalmatian proposal implies additional value of

~$1.40 per share.

CONFIDENTIAL -

(1)

CONFIDENTIAL -

12 -'20

2011A

2012E

2013E

2014E

2015E

2016E

2017E

2018E

2019E

2020E

CAGR

MCC

Revenue

$1,253

$1,262

$1,207

$1,082

$2,351

$3,905

$5,098

$6,145

$7,141

$7,447

24.8%

Adjusted EBITDA

(1)

($305)

($168)

($280)

($482)

$748

$2,275

$3,696

$4,871

$5,763

$5,940

% Margin

-24.3%

-13.3%

-23.2%

-44.5%

31.8%

58.3%

72.5%

79.3%

80.7%

79.8%

Capital Expenditures

(220)

(157)

(327)

(294)

(235)

(390)

(510)

(614)

(714)

(745)

21.5%

Interest Expense

(477)

(514)

(512)

(511)

(510)

-0.1%

Free Cash Flow

(1,368)

(624)

(1,113)

(1,269)

(389)

1,200

2,524

2,184

2,600

2,768

Cash Balance / (Deficit)

$1,108

$828

($350)

($1,654)

($2,075)

($898)

$1,596

$3,743

$6,306

$9,036

SCC

Revenue

$1,253

$1,262

$1,191

$839

$1,211

$1,714

$2,101

$2,434

$2,749

$2,904

11.0%

Adjusted EBITDA

(1)

($305)

($168)

($267)

($717)

($387)

$106

$745

$1,287

$1,554

$1,640

% Margin

-24.3%

-13.3%

-22.4%

-85.4%

-32.0%

6.2%

35.5%

52.9%

56.5%

Capital Expenditures

(220)

(157)

(293)

(317)

(154)

(171)

(238)

(243)

(279)

(298)

8.4%

Interest Expense

(477)

(514)

(512)

(511)

(510)

-0.1%

Free Cash Flow

(1,368)

(624)

(1,065)

(1,545)

(1,267)

(641)

(57)

487

725

812

Cash Balance / (Deficit)

$1,108

$828

($301)

($1,882)

($3,181)

($3,845)

($3,932)

($3,481)

($2,794)

($2,021)

Management Plan Overview

Source:

Financial projections per Collie management.

Note:

U.S. dollars in millions.

(1)

Adjusted EBITDA excludes non-cash charges per Collie management calculation.

Financial Summary

Indicates Maximum Funding Gap

Illustrative DCF Value

Source:

Financial projections per Collie management.

Note:

Includes present value of NOLs per management.

Plan requires ~$4.0 billion additional

funding to achieve forecast

Plan requires ~$2.0 billion additional

funding to achieve forecast

CONFIDENTIAL -

Perpetuity Growth Rate

4.8x

10.0%

5.7x

6.5x

7.5x

12.5%

4.5

5.0

5.5

15.0%

3.7

4.0

4.4

17.5%

3.1

3.4

3.6

Perpetuity Growth Rate

4.5x

10.0%

5.4x

6.1x

7.0x

12.5%

4.2

4.7

5.2

15.0%

3.5

3.8

4.1

17.5%

2.9

3.2

3.4

Perpetuity Growth Rate

$6.7

10.0%

$12.19

$13.64

$15.49

12.5%

7.91

8.65

9.54

15.0%

5.25

5.67

6.15

17.5%

3.45

3.71

4.00

Perpetuity Growth Rate

($1.4)

10.0%

($0.09)

$0.28

$0.76

12.5%

(1.16)

(0.97)

(0.74)

15.0%

(1.81)

(1.70)

(1.58)

17.5%

(2.23)

(2.16)

(2.09)

MCC –

Equity Value / Share

SCC –

Equity Value / Share

MCC –

Implied Terminal Value Multiple

SCC –

Implied Terminal Value Multiple

Overview of Alternatives Considered

Realizable value

Shepherd assumes obligations

Upon completion, eliminates key

risks

Interim funding

Conditionality

Impact if transaction does not close

SIGs’

support

Net proceeds help address

funding gap and provide time

Likely permits refinancing at

improved terms

Dalmatian's intended use of

spectrum is unclear

Shepherd’s reaction/response

Addresses capital structure issues

Potential ability to address key

governance issues, uneconomic

leases, etc.

Highly-uncertain outcome

Equity recovery uncertain

Sale or liquidation of spectrum

may be required

Shepherd and Dalmatian have

ability to influence process

outcome

SIGs’

reaction/response

(however, provides addt’l time)

Covered in Section 1

CONFIDENTIAL -

Benefits

Considerations

Wholesale

Customers

Governance /

Ownership

Liquidity

Solution to Key Collie Issues?

I. Sale to Shepherd

II. Sale of Spectrum to Dalmatian

III. Chapter I I Restructuring

Financing Considerations

Source:

Collie management and SEC filings.

(1)

Assumes refinancing of Senior Secured Notes at 8.5% annual interest rate.

(2)

Discount relative to unaffected price of $2.40.

Lenders have indicated potential ability to refinance

a portion of $3.2bn Senior Secured Notes

Issuance upsized to include 6% call premium

8.00% -

9.00% coupon on new debt versus 12.00%-

14.75% current coupon

Potential annual interest savings of $22 million

for each $1 billion refinanced

No upfront cash to Collie’s balance sheet;

interest savings would not satisfy funding gap

Investors will demand call protection on new

debt, limiting Shepherd’s ability to refinance

post-merger

Market perception of likelihood of strategic

transaction may impact pricing / terms

Most-aggressive proposal indicated ability to

refinance $500mm Second Priority Notes

Market appetite for new issue likely limited and

expensive

No upfront cash to Collie’s balance sheet;

interest savings would not satisfy funding gap

Coupon not specified

Mt. Kellett provided term sheet in Spring 2012 for

structured equity investment; however, proposal

was not fully committed

Execution may be challenged by uncertainty

around committed equity offering

Company only has 360mm available authorized

shares (increase would require shareholder vote)

Shepherd pre-emptive rights

Likelihood of significant dilution

Senior Debt

Junior Debt

Equity

Comments

Illustrative Impact Analysis

CONFIDENTIAL -

(1)

Chapter 11 Considerations

Description

Pre-Arranged Chapter 11 Filing

Non Pre-Arranged Chapter 11 Filing

Restructuring plan agreed with key creditors prior

to filing

Court process used to confirm plan

Company files without a pre-negotiated exit plan

Benefits

Court process provides protection to Company

and stakeholders

Enhances negotiating leverage with key

constituencies

Reduces uncertainty and time to resolution

Addresses liquidity needs

Minimizes liquidation risk

Available option if pre-arranged filing is not possible

(e.g., unable to build consensus, liquidity

deteriorates, etc.)

Shepherd

Considerations

Will be a key party—at least initially—to any

negotiations

May pursue spectrum acquisition

Potential for cooperation with Dalmatian

Will seek to protect existing MVNO agreements

Potential stalking horse in asset sale(s)

May require Debtor in Possession financing to fund

liquidity needs during case

We understand that the Company is in the process of exploring—as a fall-back—various

restructuring alternatives

Dalmatian

Considerations

Capital structure positions makes Dalmatian a key

constituency

Will be focused on acquiring spectrum

Could offer to swap debt for equity and/or new

financing

Concerned about cram-up

Potential for cooperation with Shepherd

Same as at left

CONFIDENTIAL -

CONFIDENTIAL -

Illustrative WACC Analysis

Source:

Bloomberg, Ibbotson and Advantage Data.

(1)

Based on yield-to-worst of currently outstanding traded notes.

Illustrative WACC Over Time

Max Debt Yields

Prior to S-P Annc.

Current

(10/11/11)

(10/10/12)

(12/10/12)

Cost of Equity

14.3%

14.5%

12.9%

Cost of Debt – At Par

Wtd Avg. Cost of Debt (Incl. Leases)

– At Pa

11.1%

(Less): Taxes @ 38%

(4.2%)

After-Tax Cost of Debt – At Par

6.9%

WACC – At Par

9.1%

9.2%

9.6%

Cost of Debt – Based on Traded Notes Yield-to-Worst

Weighted Avg. Yield-to-Worst

(1)

27.4%

12.5%

9.2%

(Less): Taxes @ 38%

(10.4%)

(4.8%)

(3.5%)

After-Tax Cost of Debt – At Yield-to-Worst

17.0%

7.8%

5.7%

WACC – At Yield-to-Worst

16.2%

9.8%

8.9%

CONFIDENTIAL -

Does not reflect impact of synergies

–

Collie

management

has

presented

Shepherd

potential

realize

$1.2bn

annual

operating savings, and more than $1.6bn in aggregate near-term CapEx savings

Illustrative Consolidation Math

Standalone

Pro Forma

(A) + (B)

(A)

(B)

Shepherd w/ Additional

Shepherd

(1)

Collie

(2)

$4.9bn from St. Bernard

(3)

(A) + (B)

Current 9/2012PF Capital Structure

Gross Debt

$24.5

$4.5

$25.8

$28.9

(Less): Cash

(8.8)

(1.2)

(12.7)

(7.8)

Net Debt

15.6

3.3

13.2

21.2

Illustrative 6/2013 Capital Structure

Gross Debt

24.4

4.4

25.8

28.9

(Less): Cash

(6.3)

(0.2)

(9.1)

(4.2)

Net Debt

18.1

4.2

16.6

24.6

Illustrative Leverage Statistics

Gross Debt / LTM EBITDA

5.1x

5.5x

6.2x

Net Debt / LTM EBITDA

3.3

2.8

4.5

LTM (9/2012) EBITDA

$4.8

($0.1)

$4.7

Gross Debt / Proj. LTM EBITDA

4.8x

5.3x

5.9x

Net Debt / Proj. LTM EBITDA

3.5

3.4

5.0

Proj. LTM EBITDA

$5.1

($0.2)

$4.9

9/12PF

6/13E

Source:

Collie management, Company filings and Wall Street research.

Note:

For illustrative purposes assumes Collie acquisition at $3.00 / share.

(1)

Current capital structure is pro forma for $3.1bn convertible note issuance, purchase of English Setter stake in Collie, purchase of U.S. Cellular

spectrum and consent solicitation fee. 6/2013 capital structure reflects Wall Street estimates.

(2)

Debt excludes spectrum leases for purposes of leverage analysis.

(3)

Pro forma for conversion of $3.1bn convertible note to equity.

CONFIDENTIAL -

Multiple Carrier Case

Single Carrier Case

Gross Proceeds to Collie

$2,460

Less: NPV of Spectrum Leases

(177)

Less: Cash Taxes

(200)

Less: 2013E CapEx Spend (a)

(327)

(293)

Less: 25% of Proceeds after CapEx Reserve (b)

(439)

(447)

Proceeds to be Used to Tender for Debt

$1,317

$1,342

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

Memo: Status Quo Cash Balance

($350)

($1,654)

($2,075)

($898)

$1,596

($301)

($1,882)

($3,181)

($3,845)

($3,932)

Status Quo Period Cash Flow

($1,178)

($1,305)

($420)

$1,176

$2,494

($1,130)

($1,581)

($1,298)

($665)

($87)

Net Proceeds from Spectrum Sale (after Tender)

1,317

1,342

Proceeds Reserved for CapEx / General (a+b)

766

741

Annual Interest Savings

(1)

Pro Forma Ending Cash Balance

$1,733

$429

$1,185

$3,679

$1,782

$201

($1,098)

($1,762)

($1,849)

Status Quo Period Cash Flow

($1,178)

($1,305)

($420)

$1,176

$2,494

($1,130)

($1,581)

($1,298)

($665)

($87)

Net Proceeds from Spectrum Sale (after Tender)

Proceeds Reserved for CapEx / General (a+b)

766

741

Annual Interest Savings

(1)

161

165

Pro Forma Ending Cash Balance

$578

($566)

($824)

$513

$3,169

$604

($813)

($1,946)

($2,447)

($2,369)

Assuming No

Holders Tender

Assuming 100% of

Holders Tender

Illustrative Cash Flow Impact of Potential Dalmatian Transaction

Source:

Financial projections per Collie management.

Note:

U.S. dollars in millions.

(1)

Based on weighted average interest rate of 12.25% on Senior Secured Notes.

Refinancing of Senior Secured Notes

could help address funding gap