Organization

Switch, Inc. was formed as a Nevada corporation in June 2017 for the purpose of completing an initial public offering (“IPO”) and related organizational transactions in order to carry on the business of Switch, Ltd. and its subsidiaries (collectively, “Switch,” and together with Switch, Inc., the “Company”). Switch is comprised of limited liability companies that provide colocation space and related services to global enterprises, financial companies, government agencies, and others that conduct critical business on the internet. Switch develops and operates data centers in Nevada, which are Tier IV Gold certified, and Michigan, and is developing data centers in Georgia, delivering redundant services with low latency and super capacity transport environments. As the manager of Switch, Ltd., Switch, Inc. operates and controls all of the business and affairs of Switch.

On October 11, 2017, Switch, Inc. completed its IPO of 35.9 million shares of its Class A common stock at a public offering price of $17.00 per share, which included 4.7 million shares of Class A common stock pursuant to the underwriters’ option to acquire additional shares of Class A common stock. Switch, Inc. received approximately $577.3 million in proceeds, net of underwriting discounts and commissions and before offering expenses of $4.9 million. Switch, Inc. used the proceeds to purchase 35.9 million newly issued common units of Switch, Ltd. (“Common Units”), at a price per Common Unit equal to the IPO price per share of Class A common stock, less underwriting discounts and commissions. As a result of the IPO, Rob Roy, the Founder, Chief Executive Officer and Chairman of Switch, Ltd., and an affiliated entity of Mr. Roy (collectively, the “Founder Members”) collectively controlled approximately 67.2% of the combined voting power of Switch, Inc.’s common stock at the closing of the IPO, and owned 67.9% as of December 31, 2018, as a result of their ownership of Switch, Inc.’s Class C common stock and Mr. Roy’s ownership of Class A common stock.

In connection with the closing of the IPO, Switch, Inc. and Switch, Ltd. consummated the following organizational transactions (the “Transactions”):


•	Switch, Ltd. adopted and approved the Fifth Amended and Restated Operating Agreement of Switch, Ltd. (the “Switch Operating Agreement”), which amended and restated Switch, Ltd.’s prior operating agreement to, among other things, convert all incentive units in Switch, Ltd. into Common Units and to appoint Switch, Inc. as the sole manager of Switch, Ltd.;


•	Switch, Inc. amended and restated its articles of incorporation to, among other things, provide for Class A common stock, Class B common stock, and Class C common stock;

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Switch, Inc. issued shares of its Class B common stock to the holders of Common Units other than Switch, Inc. and the Founder Members (the “Non-Founder Members” and, together with the Founder Members, the “Members”) on a one-to-one basis with the number of Common Units they owned, for nominal consideration, and shares of its Class C common stock to the Founder Members on a one-to-one basis with the number of Common Units they own, for nominal consideration;


•	Switch, Inc. issued and sold 35.9 million shares of its Class A common stock in exchange for net proceeds of approximately $577.3 million, after deducting underwriting discounts and commissions but before offering expenses of $4.9 million;


•	Switch, Inc. used all of the net proceeds from the IPO to acquire Common Units from Switch, Ltd. at a purchase price per Common Unit equal to the initial public offering price of Class A common stock, less underwriting discounts and commissions, collectively representing 14.5% of Switch, Ltd.’s outstanding Common Units at the closing of the IPO; and

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Switch, Inc. entered into (i) a Tax Receivable Agreement (“TRA”) with Switch, Ltd. and the Members and (ii) an Amended and Restated Registration Rights Agreement with the Members who, upon the completion of the IPO, owned an aggregate of 216.6 million shares of Switch, Inc.’s Class B common stock and Class C common stock, representing approximately 94.4% of the combined voting power of all of Switch, Inc.’s common stock at the closing of the IPO.