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December 13, 2014

BHT Holdings Acquires Tri County Telephone Association

Target: Tri County Telephone Association, Inc., a Wyoming cooperative association (“TCT”)

Buyer: BHT Holdings, Inc. (“BHT”), a privately-held Wyoming corporation

Price: $46 million, including $29 million in cash payments to cooperative members, retirement of debt, commitments to network enhancements, and rate reductions

Description: TCT was formed as a cooperative in 1953 with 950 access lines, which has grown to 6,000 access lines. TCT offers local voice services as well as broadband, video, and security monitoring services in customers in Wyoming’s Big Horn, Fremont, Hot Springs, Park, and Washakie counties. TCT also provides wireless broadband, video, and security monitoring services to areas of Southeastern Montana. TCT also owns 34% of Wyoming 1–Park L.P., a Verizon Wireless partnership that provides mobile wireless services in RSA 718, which includes Park, Hot Springs, Big Horn, and Washakie counties.

Valuation Metrics: Not disclosed

Closed: December 31, 2014

Comments: BHT purchased all of the outstanding shares of TCT and its wholly-owned subsidiaries, TCT West, Inc., and Tri Tel, Inc. TCT’s management and employees have been retained. The final membership vote was certified on December 20, 2014 with the approval of 79% of the total membership. A super majority of 66% was required to approve the transaction.

Charlesmead Advisors, LLC provided valuation analyses to TCT in this transaction.