SWCH Switch Inc

PROPOSAL 3

PROPOSAL TO APPROVE ADJOURNMENT OF THE MEETING

We are asking our stockholders to vote on a proposal to approve any adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger.

Approval of the proposal to approve any such adjournment of the Special Meeting requires the affirmative vote of a majority of the votes cast on the proposal. Approval of this proposal is a not a condition to the completion of the Mergers. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 3, your shares of common stock will be voted in accordance with the recommendation of our board of directors, which is “FOR” this Proposal 3. An abstention (which will count as present for purposes of determining presence of a quorum) or failure to vote on this proposal (including failure to give voting instructions to your broker, bank or other nominee) will have no effect on the approval of this proposal, assuming a quorum is otherwise present at the Special Meeting.

Pursuant to our bylaws and Nevada law, if a quorum is not present, the stockholders entitled to vote at the Special Meeting, present in person, or, in the event that the Special Meeting is held by means of remote communication, virtually, or by proxy, or the person presiding at the meeting, will have the power to adjourn the meeting without notice other than announcement at the meeting (subject to certain restrictions in the Merger Agreement, including that the Special Meeting generally may not be recessed, adjourned or postponed for more than 30 days after the originally scheduled date of the Special Meeting without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed).

Recommendation of the Board of Directors

Our board of directors unanimously recommends that our stockholders vote “FOR” the proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger.

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THE PARTIES TO THE MERGERS

Switch, Inc.

7135 S. Decatur Boulevard

Las Vegas, NV 89118

(702) 444-4111

Switch, Inc. (“Switch,” the “Company,” “we,” “us,” or “our”) is a Nevada corporation and is the independent leader in exascale data center ecosystems, edge data center designs, industry-leading telecommunications solutions and next-generation technology innovation. Switch Founder and CEO Rob Roy has developed more than 700 issued and pending patent claims covering data center designs that have manifested into the Company’s world-renowned data centers and technology solutions. During 2021, Switch operated five primary campus locations, called Primes. The Primes consist of The Core Campus in Las Vegas, Nevada; The Citadel Campus near Reno, Nevada; The Pyramid Campus in Grand Rapids, Michigan; The Keep Campus in Atlanta, Georgia; and The Rock Campus in Austin, Texas, which was launched with Switch’s acquisition in June 2021 of all of the equity interests of Data Foundry, LLC (“Data Foundry”) and certain real property interests used in connection with Data Foundry’s operations. Switch’s website is www.switch.com. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the U.S. Securities and Exchange Commission (“SEC”). Our shares of common stock are listed on the New York Stock Exchange (“NYSE”) under the symbol “SWCH.” For additional information about the Company and our business, please refer to “Where You Can Find Additional Information.”

Switch, Ltd.

7135 S. Decatur Boulevard

Las Vegas, NV 89118

(702) 444-4111

Switch, Ltd. (“Company Ltd.”) is a Nevada limited liability company. Switch is the sole manager and voting member of Company Ltd., and includes the accounts of Company Ltd. in its consolidated financial statements. In addition to differences in their respective ownership, the primary difference between Switch and Company Ltd. is that Switch issues publicly traded common stock to investors (including employees and board members). Switch’s principal asset is its interest in Company Ltd.

Sunshine Merger Sub, Ltd.

7135 S. Decatur Boulevard

Las Vegas, NV 89118

(702) 444-4111

Sunshine Merger Sub, Ltd. (“Company Merger Sub”) is a Nevada limited liability company. Switch is the sole member of Company Merger Sub. Company Merger Sub was formed solely for purposes of facilitating the acquisition of Company Ltd. and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, at the LLC Merger Effective Time, Company Merger Sub will merge with and into Company Ltd., and Company Ltd. will continue as the surviving entity.

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Sunshine Bidco Inc.

c/o DigitalBridge Investments, LLC

750 Park of Commerce Drive, Suite 210

Boca Raton, FL 33487

(561) 570-4644

and

c/o IFM Investors (US) LLC

114 West 47th Street, 19th Floor

New York, NY 10036

(212) 784-2260

Sunshine Bidco Inc. (“Parent”) is a Delaware corporation that is controlled by funds affiliated with DigitalBridge (as defined below) and IFM GIF (as defined below) that was formed solely for the purposes of entering into the Merger Agreement and related agreements and consummating the transactions contemplated thereby. Parent 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 Mergers. Upon the consummation of the transactions contemplated by the Merger Agreement and related agreements, the Company will be a wholly owned subsidiary of Parent.

Sunshine Parent Merger Sub Inc.

c/o DigitalBridge Investments, LLC

750 Park of Commerce Drive, Suite 210

Boca Raton, FL 33487

(561) 570-4644

and

c/o IFM Investors (US) LLC

114 West 47th Street, 19th Floor

New York, NY 10036

(212) 784-2260

Sunshine Parent Merger Sub Inc. (“Parent Merger Sub”) is a Nevada corporation and wholly owned subsidiary of Parent that was formed solely for the purposes of entering into the Merger Agreement and related agreements and consummating the transactions contemplated thereby. Parent Merger Sub 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 Mergers. Upon completion of the Merger, Parent Merger Sub will merge with and into the Company, and will cease to exist.

Parent and Parent Merger Sub are each affiliated with (1) investment funds controlled by DigitalBridge Partners II, LP (“DigitalBridge”) and (2) IFM Global Infrastructure Fund (“IFM GIF”).

DigitalBridge is an affiliate of DigitalBridge Group, Inc. (NYSE: DBRG), a leading global digital infrastructure firm managing an approximately $47 billion portfolio of digital infrastructure assets on behalf of its limited partners and shareholders.

IFM GIF is an open-ended global infrastructure fund invested in core infrastructure assets predominantly in Europe and North America and selectively in other regions. IFM GIF is a Cayman Island unit trust. The trustee of IFM GIF is Conyers Trust Company (Cayman) Limited. IFM GIF is advised by IFM Investors Pty Ltd, a global institutional funds manager with approximately US $133 billion under management (as at December 31, 2021) on behalf of more than 550 institutional investors (IFM Investors Pty Ltd, together with its affiliates and funds managed or advised by it or its affiliates, “IFM”).

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THE SPECIAL MEETING

Date, Time and Purpose of the Special Meeting

Your proxy is solicited on behalf of the board of directors of Switch for use at our Special Meeting to be held on Thursday, August 4, 2022, at 11:00 a.m. Pacific Time, at The Citadel Campus, 1 Superloop Circle, McCarran, Nevada 89434, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Special Meeting and any business properly brought before the Special Meeting. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Special Meeting.

We have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to most of our stockholders of record, and paper copies of the proxy materials to certain other stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice of Internet Availability. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability or request to receive a printed set of the proxy materials. You can find instructions on how to request a printed copy by mail or electronically on the Notice of Internet Availability and on the website referred to in the Notice of Internet Availability, including an option to request paper copies on an ongoing basis. On or around June 27, 2022, we intend to make this proxy statement available on the Internet and to commence mailing of the Notice to all stockholders entitled to vote at the Special Meeting. The purpose of the Special Meeting is for you to consider and vote on the following matters:

1.    a proposal to approve the Merger of Parent Merger Sub with and into Switch;

2.    a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers in connection with the Mergers; and

3.    a proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger.

Pursuant to our bylaws and Nevada law, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting. The affirmative vote of a majority of the holders of shares of Class A common stock and Class B common stock entitled to be cast on the matter, each voting separately, is required to approve the Merger and for the Mergers to occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully in its entirety.

As part of our precautions regarding the coronavirus or COVID-19, we may determine that the Special Meeting be held solely by means of remote communication rather than in person. If we take this step, we will announce the decision to do so in advance and provide details on how record holders may attend virtually and participate in the Special Meeting, via a press release issued by Switch and made available on our website, www.switch.com.

Record Date, Notice and Quorum

Record holders of outstanding shares of our Class A common stock and Class B common stock as of the close of business on June 15, 2022, the record date for the Special Meeting (the “Record Date”), are entitled to vote at the Special Meeting on all matters to be voted upon. As of the Record Date, there were 150,767,439 shares of our Class A common stock and 94,131,279 shares of our Class B common stock outstanding. On each matter presented to our stockholders for vote at the Special Meeting, the holders of our outstanding Class A common stock and Class B common stock are entitled to one vote per share held as of the Record Date, voting together, except for the proposal to approve the Merger of Parent Merger Sub with and into Switch, for which the Class A common stock and Class B common stock will be voting as separate classes.

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On November 8, 2019 (the “Conversion Date”), at the request of our board of directors, Rob Roy and his affiliated entities, which comprised all holders of our shares of Class C common stock, par value $0.001 per share (“Class C common stock”), converted each share of Class C common stock held by them into one share of Class B common stock pursuant to our articles of incorporation. Following the Conversion Date, each former holder of a share of Class C common stock is entitled to one vote instead of ten votes per share on all matters on which holders of Class A common stock and Class B common stock are entitled to vote. As a result of the conversion, there were no shares of Class C common stock outstanding as of the Record Date.

The current owners of common membership interests of Switch, Ltd. (“Company Ltd. Common Units”) hold shares of Class B common stock on a one-for-one basis for each Company Ltd. Common Unit held. The shares of Class B common stock (i) confer only voting rights and do not confer any incidents of economic ownership to the holders thereof and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of the Company Ltd. Common Units for shares of Class A common stock, or cash, at our election. The number of shares of Class B common stock held by a Member is always equal to the number of Company Ltd. Common Units held by that Member. The exchange of Company Ltd. Common Units and concurrent forfeiture of shares of the Class B common stock are governed by our articles of incorporation and Company Ltd.’s Fifth Amended and Restated Operating Agreement (the “Company Ltd. Operating Agreement”), which is discussed in more detail in the “Relationships and Related Party Transactions” section of our annual proxy statement. Only Founder Members and Non-Founder Members and their permitted transferees may hold shares of Class B common stock. “Founder Members” refer to Rob Roy, our Founder, Chairman and Chief Executive Officer. “Non-Founder Members” are those who hold Company Ltd. Common Units and shares of Class B common stock. “Members” refers to the Founder Members and Non-Founder Members.

Required Vote

Completion of the Mergers requires approval of the Merger by the affirmative vote of a majority of the holders of shares of Class A common stock and Class B common stock entitled to be cast on the matter, each voting separately. Each stockholder is entitled to cast one vote on each matter presented at the Special Meeting for each share of common stock owned by such stockholder on the Record Date. Because the required vote for this proposal is based on the number of votes our holders of common stock are entitled to cast rather than on the number of votes cast, if you fail to vote by proxy or in person, or, in the event that the Special Meeting is held by means of remote communication, virtually (including by abstaining), or fail to instruct your broker on how to vote, such failure will have the same effect as voting against the proposal to approve the Merger.

The approval of the proposal regarding the non-binding, advisory vote on the compensation that may be paid or become payable to our named executive officers in connection with the Mergers, and the approval of the proposal regarding any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger, each requires the affirmative vote of a majority of the votes cast on the proposal. Approval of these proposals is not a condition to completion of the Mergers. For the purpose of each of these proposals, if you fail to vote by proxy or in person, or, in the event that the Special Meeting is held by means of remote communication, virtually, or fail to instruct your broker on how to vote, it will not have any effect on the outcome of such proposals, assuming a quorum is otherwise present at the meeting. Abstentions, while present for purposes of determining presence of a quorum, are not considered votes cast and therefore will have no other effect on the outcome of these proposals.

In order for your shares of common stock to be voted, if you are a stockholder of record, you must either return the enclosed proxy card, authorize your proxy or voting instructions by telephone or through the Internet or vote in person at the Special Meeting, or, in the event that the Special Meeting is held by means of remote communication, virtually.

As of the Record Date, our directors and executive officers owned and are entitled to vote an aggregate of approximately 4,641,945 of our shares of Class A common stock and approximately 24,766,143 of our shares of

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Class B common stock, entitling them to exercise approximately 3.1% of the voting power of Class A common stock, 26.3% of the voting power of Class B common stock and 12.0% of the voting power of our common stock entitled to vote at the Special Meeting. Our directors and executive officers have executed Voting and Support Agreements, agreeing to vote the shares of common stock that they own in favor of the proposal to approve the Merger, in favor of the proposal regarding the non-binding, advisory vote on the compensation that may be paid or become payable to our named executive officers in connection with the Mergers and in favor of the proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger.

Votes cast by proxy or in person at the Special Meeting, or, in the event that the Special Meeting is held by means of remote communication, virtually, will be counted by the person appointed by us to act as inspector of election for the Special Meeting. The inspector of election will also determine the number of shares of common stock represented at the Special Meeting, in person, or, in the event that the Special Meeting is held by means of remote communication, virtually, or by proxy.

Solicitation of Proxies

Our board of directors is soliciting proxies for the Special Meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders, unless the Mergers are not consummated by the End Date and the Merger Agreement is terminated, in which case, Parent will bear 50% of all printing and dissemination costs for this proxy statement. We have retained the services of MacKenzie Partners to assist with the solicitation of proxies in connection with the Special Meeting, and we will pay MacKenzie Partners $25,000 for these services, plus reimbursement of reasonable expenses. In addition to the solicitation of proxies by delivery of the Notice or proxy statement by mail, we will request that brokers, banks and other nominees that hold shares of our common stock, which are beneficially owned by our stockholders, send Notices, proxies and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. We may also use several of our regular employees, who will not be specially compensated, to solicit proxies from our stockholders, either personally or by telephone, Internet, facsimile or special delivery letter.

Voting of Shares

You may vote by attending the Special Meeting and voting in person, or you may vote by submitting a proxy. The method of voting by proxy differs (1) depending on whether you are viewing this proxy statement on the Internet or receiving a paper copy and (2) for shares held as a record holder and shares held in “street name.” If you hold your shares of common stock as a record holder and you are viewing this proxy statement on the Internet, you may vote by submitting a proxy over the Internet by following the instructions on the website referred to in the Notice previously mailed to you. If you hold your shares of common stock as a record holder and you are reviewing a paper copy of this proxy statement, you may vote your shares by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it in the preaddressed, postage paid envelope provided to you, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card.

Stockholders who wish to attend the Special Meeting will be required to present verification of ownership of our common stock, such as a bank or brokerage firm account statement, and will be required to present a valid government-issued picture identification, such as a driver’s license or passport, to gain admittance to the Special Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting.

If you hold your shares of common stock in “street name,” which means your shares are held of record by a broker, bank or nominee, you will receive a Notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or nominee will allow you to deliver your voting

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instructions over the Internet and may also permit you to vote by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker by following the instructions on the Notice provided by your broker.

Under NYSE rules, all of the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the Special Meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if you own shares of common stock through a broker, bank or other nominee (i.e., in “street name”), you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker, bank or other nominee provides to you, as brokers, banks and other nominees do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. You should instruct your broker, bank or other nominee as to how to vote your shares of common stock following the directions contained in such voting instruction card. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee who can give you directions on how to vote your shares of common stock. If you hold your shares of common stock through a broker, bank or other nominee and wish to vote in person at the Special Meeting, or, in the event that the Special Meeting is held by means of remote communication, virtually, you must obtain a “legal proxy,” executed in your favor, from the broker, bank or other nominee (which may take several days). Because the proposal to approve the Merger requires the affirmative vote of a majority of the holders of shares of Class A common stock and Class B common stock entitled to be cast on the matter, each voting separately, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to approve the Merger. Because the approval of each of (1) the non-binding, advisory proposal regarding compensation and (2) the proposal to adjourn the Special Meeting if necessary or appropriate requires the affirmative vote of a majority of the votes cast on such proposal, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of either proposal, assuming a quorum is otherwise present.

If you vote through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by you. If you vote by Internet or telephone, then you need not return a written proxy card by mail.

YOUR VOTE IS VERY IMPORTANT. Regardless of whether you plan to attend the Special Meeting, we request that you authorize a proxy for your shares of common stock as described above as promptly as possible. If you properly give your proxy and submit it to us in time to vote, one of the individuals named as your proxy will vote your shares as described below.

All shares entitled to vote and represented by properly submitted proxies (including those submitted electronically, telephonically and in writing) received before the polls are closed at the Special Meeting, and not revoked or superseded, will be voted at the Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy, your shares will be voted as follows: “FOR” the Merger, as described in the proxy statement, “FOR” the advisory compensation proposal, and “FOR” the adjournment of this meeting, if needed, to allow the Company to get more votes. The proxy gives each of Rob Roy, Thomas Morton and Gabe Nacht discretionary authority to vote your shares in accordance with his best judgment with respect to all additional matters that might come before the Special Meeting.

Proxies and Revocation

If you authorize a proxy, your shares of common stock will be voted at the Special Meeting as you indicate on your proxy. If no instructions are indicated when you authorize your proxy, your shares of common stock will

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be voted in accordance with the recommendations of our board of directors. Our board of directors and the special committee recommends that you vote “FOR” the proposal to approve the Merger, “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers in connection with the Mergers and “FOR” the proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger.

If you are a stockholder of record, you may revoke your proxy at any time before your proxy is voted at the Special Meeting by taking any of the following actions:

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Switch, Inc.

7135 S. Decatur Blvd.

Las Vegas, NV 89118

Attention: Secretary

If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so. See below regarding how to vote in person if your shares are held in “street name.”

Pursuant to our bylaws and Nevada law, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting.

Availability of Proxy Materials for the Special Meeting

Our proxy materials, including this proxy statement, our 2022 annual meeting proxy statement and our annual report for the fiscal year ended December 31, 2021, are available online at https://www.proxydocs.com/SWCH. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

Adjournments and Postponements

Although it is not currently expected, the Special Meeting may be adjourned for the purpose of soliciting additional proxies if the holders of a sufficient number of shares of common stock are not present at the Special Meeting, in person, or, in the event that the Special Meeting is held by means of remote communication, virtually or by proxy, to constitute a quorum or if we believe it is reasonably likely that the Merger will not be approved at the Special Meeting when convened on August 4, 2022, or when reconvened following any adjournment. Pursuant to our bylaws, if a quorum is not present, the stockholders entitled to vote at the Special Meeting, present in person, or, in the event that the Special Meeting is held by means of remote communication, virtually, or by proxy, will have the power to adjourn the meeting without notice other than announcement at the meeting.

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Any adjournments may be made to a date not more than 60 days after the original record date without notice (other than by an announcement at the Special Meeting), subject to certain restrictions in the Merger Agreement, including that the Special Meeting (as so postponed or adjourned) may not be held on a date that is more than 30 days after the date on which the Special Meeting was originally scheduled without Parent’s written consent, not to be unreasonably withheld, conditioned or delayed. See “Proposal 3 – Proposal to Approve Adjournment of the Meeting.”

In addition, at any time prior to convening the Special Meeting, we may postpone the Special Meeting for any reason without the approval of our stockholders to a date not more than 60 days after the original record date (subject to the restrictions in the Merger Agreement described above).

Voting in Person, Attendance at the Special Meeting

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. Please note, however, that if your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the Special Meeting, you must bring to the Special Meeting a legal proxy from the record holder of the shares, which is the broker, bank or other nominee, authorizing you to vote at the Special Meeting.

Stockholder List

A list of stockholders eligible to vote at the Special Meeting will be available for inspection, for any purpose germane to the Special Meeting, at Switch’s principal executive office during regular business hours for a period of no less than ten days prior to the Special Meeting.

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THE MERGERS

General Description of the Mergers

Under the terms of the Merger Agreement, Parent will acquire Switch and our subsidiaries, including Company Ltd., through the merger of Parent Merger Sub with and into Switch and the merger of Company Merger Sub with and into Company Ltd. Pursuant to the terms of the Merger Agreement, Parent Merger Sub will merge with and into Switch, with Switch continuing as the surviving entity. Promptly following the Effective Time of the Merger, Company Merger Sub will merge with and into Company Ltd., with Company Ltd. continuing as the surviving entity.

Background of the Mergers

The terms of the Merger Agreement and the related ancillary agreements were the result of extensive negotiations between Switch, DigitalBridge and IFM (on behalf of funds managed or advised by each of DigitalBridge and IFM) and their respective affiliates. The following is a brief description of the background of the Mergers and related transactions.

Switch’s board of directors (the “board of directors” or the “board”), together with members of senior management of Switch, regularly reviews and assesses the performance, future growth prospects, business plans and overall strategic direction of Switch, and considers a variety of strategic alternatives that may be available to Switch, including continuing to pursue its strategy as a standalone company or pursuing potential strategic or financing transactions with third parties, in each case, with the goal of maximizing stockholder value. As part of that review, in August 2021, the board announced the establishment of a REIT committee of the board to evaluate whether a REIT conversion would enhance Switch’s long-term value creation strategy. After REIT committee and management consideration, Switch announced in its third quarter 2021 earnings release, and on an earnings conference call on November 5, 2021, adjusted full year 2021 guidance and that the board unanimously determined to pursue a REIT conversion, targeting a REIT tax election for the 2023 tax year. Switch Class A common stock closed on November 5, 2021 at $23.06 per share.

Following discussions among the board and management during the second half of 2021, including regarding several publicly traded data center companies that announced sale transactions, and consistent with the board’s and management’s efforts to maximize stockholder value, the board authorized management to take preliminary steps to gather information to explore potential strategic transactions (a “Strategic Transaction”). Thereafter, (i) on November 24, 2021, representatives of Switch met with representatives of Goldman Sachs & Co. LLC (“Goldman Sachs”) and (ii) on December 16, 2021, representatives of Switch met with representatives of Morgan Stanley & Co. LLC (“Morgan Stanley”), in each case, to discuss the market and strategic alternatives.

During meetings of the board held on December 9, 2021, attended by management, and on December 16, 2021, attended by management and representatives from Latham & Watkins LLP (“Latham”), outside legal counsel, Goldman Sachs and Morgan Stanley, the board considered and discussed initiating a process to evaluate strategic alternatives. Goldman Sachs and Morgan Stanley presented to the board regarding certain strategic alternatives that could be available to Switch and potential counterparties that could be interested in a Strategic Transaction. Mr. Roy, CEO and founder of Switch, noted that he had no current plans, nor had he taken any actions, to participate with any bidder in a Strategic Transaction, but wanted to preserve flexibility if the board determined to engage in a Strategic Transaction and a potential financial buyer wanted Mr. Roy to have a continuing management role in the surviving entity and/or rollover all or a portion of his Switch equity. Taking this and other considerations into account, the board formed a special committee of the board (the “special committee”) for the purpose of considering, evaluating, negotiating and making recommendations to the board for or against any Strategic Transaction. The special committee would comprise of directors who were determined to be (i) independent, (ii) not current employees of Switch, and (iii) otherwise disinterested in a potential Strategic Transaction. The initial members of the special committee were Don Snyder, Jason Genrich, Kim Sheehy and Bryan Wolf. Mr. Snyder served as the initial chair of the special committee.

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Following the December 16, 2021 board meeting, the special committee instructed the board of directors to authorize negotiation of terms of engagement with each of Goldman Sachs and Morgan Stanley as financial advisors to the special committee in connection with exploring strategic alternatives and authorized Goldman Sachs and Morgan Stanley to reach out to an agreed list of potential bidders on a confidential basis. Goldman Sachs and Morgan Stanley were selected, in part, because of (i) their familiarity with Switch, (ii) their reputation as internationally recognized investment banking firms and (iii) their substantial experience in transactions similar to the Mergers. The special committee also determined that based on fee allocations, only Goldman Sachs would be asked to provide a fairness opinion in connection with a Strategic Transaction. Switch Class A common stock closed on December 16, 2021 at $26.94 per share. Throughout December of 2021 and January of 2022, Goldman Sachs and Morgan Stanley contacted 16 potential bidders, including each of DigitalBridge, IFM, Bidder A and Bidder B, on or about January 11, 2022, to inquire about their interest in entering into a Strategic Transaction with Switch.

On January 6, 2022, the special committee and representatives from Latham, Goldman Sachs, Morgan Stanley and management met, and Goldman Sachs and Morgan Stanley presented to the special committee regarding certain Strategic Transactions that could be considered.

On January 13 and January 19, 2022, the special committee held additional meetings attended by representatives from Latham, Goldman Sachs, Morgan Stanley and management. During these meetings, Goldman Sachs and Morgan Stanley presented to the special committee regarding their outreach and communication with potential counterparties.

During the January 13, 2022 special committee meeting, Goldman Sachs and Morgan Stanley reviewed with the special committee Switch’s Tax Receivable Agreement (the “TRA”). The TRA was entered into in connection with the restructuring undertaken as part of Switch’s initial public offering (“IPO”) in 2017 and contractually commits Switch to pay members of Switch, Ltd. (other than Switch) as of immediately prior to the IPO, 85% of the tax benefits realized by Switch as the result of the members of Switch, Ltd. exchanging their common units in Switch, Ltd. for Class A common stock in Switch after the IPO process (the remaining 15% would inure to the benefit of Switch). The special committee, together with its outside advisors and management, considered Switch’s recorded liability of $359 million as of September 30, 2021 with respect to tax benefit payments owed to TRA members, and that the TRA required an early termination payment to TRA members upon a change in control, taking into account certain valuation assumptions and the discounted present value of all tax benefit payments payable to the members under the TRA. The special committee and its advisors discussed the size of this early termination payment liability and the various terms, assumptions and calculations set forth in the TRA in determining the early termination payment. Goldman Sachs and Morgan Stanley presented on various actions taken by other public companies with tax receivable agreements that included early termination payments upon a change in control, including payment in full of the early termination payment, and amendments and waivers that modified the size or terms of the early termination payment. In addition, the special committee considered that the net present value of the TRA tax benefits to Switch after a REIT conversion was potentially lower. The special committee, in consultation with Goldman Sachs and Morgan Stanley, reviewed the magnitude of the early termination payment and potential ambiguity in the TRA with respect to determining the early termination payment under various change in control scenarios and considered the potential for this ambiguity to be disruptive to the transaction process and confuse bidders or cause bidders to potentially reduce the value they would be willing to pay in a transaction. The special committee, in consultation with Goldman Sachs and Morgan Stanley, further considered that terminating the TRA or having a fixed, certain value of payments under the TRA in connection with a change in control would be in the best interests of Switch and its stockholders. The special committee and its advisors determined to conduct further analysis regarding the ability to amend or modify the TRA pursuant to its terms in connection with a change in control, and separately requested that management conduct its own analysis and report back to the special committee. The special committee acknowledged certain members of the special committee, board, and management were entitled to payments under the TRA and considered appropriate procedures to address any conflict of interest as a result.

Over the next month, Latham negotiated and Switch entered into nondisclosure agreements with nine potential bidders, including (i) DigitalBridge on February 8, 2022, (ii) IFM on February 9, 2022, (iii) Bidder A

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on February 4, 2022 and (iv) Bidder B on February 3, 2022. Two additional bidders executed nondisclosure agreements in March of 2022. All 11 of the nondisclosure agreements included a customary standstill provision

(which did not prohibit the bidders from privately requesting waivers of such provisions). Upon the execution of a nondisclosure agreement, each of the 11 bidders received access to a virtual data room enabling them to conduct due diligence regarding Switch. In addition, each of the nine potential bidders who executed a nondisclosure agreement in February 2022 attended separate in-person management presentations with Switch during the first several weeks of February 2022.

Additional board meetings were held on February 2, 2022 and February 4, 2022 with representatives from Goldman Sachs, Morgan Stanley, Latham and management. During these board meetings, Goldman Sachs and Morgan Stanley updated the board regarding their discussions to date with potential bidders for a Strategic Transaction and management reviewed with the board bidder presentation materials and prospects and the Switch Projections, including the material assumptions therein. For a detailed discussion regarding the Switch Projections, please see “—Certain Unaudited Financial Projections” beginning on page 52 of this proxy statement.

The special committee held a meeting on February 9, 2022 with Latham in attendance to further discuss the TRA in connection with a potential Strategic Transaction and special committee composition. Prior to the meeting, Mr. Snyder, the sole member of the special committee who was also a TRA member, elected to recuse himself from the meeting and offered to withdraw from the committee so that no special committee member had any interest in the TRA. The special committee then discussed the TRA, including the calculation of the early termination payment at various stock prices and the number of TRA members required to amend the TRA. Following discussion, the special committee recommended to the board that management (i) propose to certain TRA members holding the rights to the most TRA tax benefit payments that the TRA be terminated upon a change in control without any payments to the TRA members and (ii) if such TRA members were unwilling to do so, request that they determine a spokesperson and counsel, if they so choose, to negotiate the terms under which the TRA would be terminated or amended in connection with a change in control or conversion to a REIT. The special committee also directed management to have Deloitte & Touche LLP (“Deloitte”), tax advisor to Switch, prepare an analysis of the early termination payment and tax benefit payments that could be payable under the TRA, including all assumptions underlying the analysis. In addition, given the desire of the special committee to terminate or modify the TRA to obtain maximum value for stockholders in any Strategic Transaction, the special committee determined to accept Mr. Snyder’s offer to step off the special committee and proposed that Ms. Pelletier, who had no interest in the TRA, replace Mr. Snyder as a member of the special committee.

On February 14, 2022, after making a determination that Ms. Pelletier was (i) independent, (ii) not a current employee of Switch, (iii) disinterested in a Strategic Transaction and (iv) not a party to the TRA, the board, acting by unanimous written consent, approved the replacement of Mr. Snyder with Ms. Pelletier, and on February 15, 2022, the special committee amended and restated its charter to authorize the special committee to negotiate the termination of, or amendment to, the TRA and elected Mr. Wolf as the chair of the special committee.

On February 22, 2022, the special committee, along with representatives from Goldman Sachs, Morgan Stanley and Latham, met to discuss the status of negotiations with potential bidders. Goldman Sachs and Morgan Stanley updated the special committee on various initial and follow-up meetings held with the nine potential bidders who had already executed nondisclosure agreements. Goldman Sachs and Morgan Stanley noted that management had held meetings with the nine potential bidders and continued to respond to diligence requests from the bidders. Following discussion, the special committee authorized Goldman Sachs and Morgan Stanley to send a process letter to the nine interested bidders, including DigitalBridge, IFM, Bidder A and Bidder B, later that day requesting that interested bidders submit initial indicative offers by March 10, 2022.

From February 22, 2022 through March 10, 2022, Goldman Sachs and Morgan Stanley continued to engage in discussions with potential bidders, including two additional bidders who entered the process in early March and mid-March, respectively, with respect to the terms of their potential bids and management, Goldman Sachs, Morgan Stanley and Latham coordinated responses by Switch management to various diligence questions posed

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by the bidders, including regarding the status and liability under the TRA. From February 18, 2022 through April 6, 2022, Goldman Sachs and Morgan Stanley attended diligence calls with management to discuss and coordinate answers by the management team to various diligence questions posed by the bidders.

On March 10, 2022, Switch received indicative offers from four potential bidders: DigitalBridge at $34.00 per share; IFM, who did not submit a per share price, but indicated they were willing to invest up to $2.5 billion; Bidder A at $32.50 per share; and Bidder B at a range of $28.00 - $31.00 per share. Each bid assumed, as directed by Switch, that no payment would be required pursuant to the TRA. Switch Class A common stock price on March 10, 2022 closed at $27.08 per share. Later in the day, the special committee met to discuss the various bids along with Latham, Goldman Sachs and Morgan Stanley. After this discussion, the special committee determined to proceed in further discussions with each of the bidders.

On March 14, 2022, the board held a meeting, attended by representatives from Goldman Sachs, Morgan Stanley, Latham and management, to discuss the indicative offers received to date. Goldman Sachs and Morgan Stanley summarized each bid and presented a proposed timeline for entering into definitive agreements. The board, Goldman Sachs and management then discussed the Switch Projections, including the material assumptions therein. For a detailed discussion regarding the Switch Projections, please see “—Certain Unaudited Financial Projections” beginning on page 52 of this proxy statement.

From late March 2022 through mid-April 2022, management and the board held additional in-person meetings with DigitalBridge, IFM, Bidder A and Bidder B, and their respective advisors, including tours of Switch’s various campuses, attended numerous diligence calls with each potential bidder and continued to populate the virtual data room in response to diligence requests from each potential bidder. During diligence calls in late March, potential bidders, including DigitalBridge and Bidder A, raised that in order to obtain certain real estate-style financing for the transaction, Switch would need to amend its leases for certain of its properties in Las Vegas, Nevada.

On March 21, 2022, the media reported that Switch was considering a Strategic Transaction. On March 18, 2022, the last day of trading prior to the reporting, shares of Switch Class A common stock closed at $28.78 per share. On March 22, 2022, the first full day of trading after the reporting, shares of Switch Class A common stock closed at $29.68 per share.

On March 30, 2022, DigitalBridge requested through the special committee’s financial advisors that DigitalBridge and IFM be permitted to submit a joint-bid at the next deadline. The special committee’s financial advisors informed DigitalBridge and IFM that Switch approved the submission of this joint-bid on April 1, 2022 to allow the parties to put forth their most competitive bid.

On April 4 and April 5, 2022, the special committee held meetings, attended by representatives from Goldman Sachs, Morgan Stanley, Latham, management and Deloitte, during which management and Deloitte discussed Switch’s recorded liability under the TRA as of December 31, 2021 of $395.6 million and the assumptions used by Switch in determining the liability. Goldman Sachs and Morgan Stanley presented to the special committee an analysis of the TRA tax benefit payments and early termination payments in various scenarios (in each case as provided to Goldman Sachs and Morgan Stanley by Switch management), including upon a change in control, and under both Switch’s existing Up-C corporate structure and after a REIT conversion, noting net present value of the TRA tax benefit payments after a REIT conversion was potentially lower and discussed further how this should impact a special committee proposal to TRA members on terminating the TRA. In addition, the special committee authorized Goldman Sachs and Morgan Stanley to send a second round process letter to bidders, reviewed and provided input on the terms of an initial draft merger agreement to Latham and authorized Latham to make the draft merger agreement available to the bidders.

On April 5, 2022, Goldman Sachs and Morgan Stanley provided a second round process letter to DigitalBridge (now bidding with IFM), Bidder A and Bidder B and Latham uploaded a draft merger agreement to a virtual data room for review by bidders. The process letter directed bidders to provide a final bid no later than April 28, 2022.

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On April 7, 2022, the special committee held a meeting, attended by representatives from Goldman Sachs, Morgan Stanley, Latham, management and Deloitte. Management discussed the communications to date with certain TRA members, in which such TRA members expressed a willingness to amend the TRA by reducing the payout to members in order to facilitate a Strategic Transaction, provided some consideration was paid to TRA members in connection with any such transaction. Following discussion and based upon the analysis provided by Deloitte, Goldman Sachs and Morgan Stanley on the amount of the tax benefit payments and early termination payments owed under various scenarios, including a change in control and after a REIT conversion, the state of discussions with bidders with respect to a Strategic Transaction, the significant early termination payment that would be due to TRA holders upon a change in control if no action was taken with respect to the TRA that would likely make a Strategic Transaction no longer attractive to Switch stockholders, and the significant number of TRA members required to satisfy the 70% Supermajority Threshold necessary to amend the TRA pursuant to its terms, the special committee proposed to recommend to the board an aggregate payment of approximately $75 million paid to all parties to the TRA, pro rata, in exchange for terminating the TRA upon the earlier of a change in control and December 31, 2022.

From April 7, 2022 through April 12, 2022, management, the special committee and the board met to discuss next steps with regard to the TRA. Upon the recommendation of the special committee, the board authorized Switch to enter into an amendment to the TRA that would provide for an aggregate payout to TRA members of approximately $75 million in exchange for the termination of all obligations under the TRA (the “TRA Amendment”). See “The Mergers—Amendment to the Tax Receivable Agreement” for a full summary of the TRA Amendment. The special committee believed that amendment would offer the best opportunity to maximize stockholder value for the Strategic Transaction or conversion to a REIT. Management was also authorized to begin soliciting approval from TRA members necessary to effect the TRA Amendment.

On April 15, Latham received revised merger agreement drafts from each of DigitalBridge/IFM and Bidder A. Bidder A also provided initial drafts of an equity commitment letter and a limited guarantee.

On April 20, 2022, the special committee met to discuss various transaction-related matters. Representatives from Goldman Sachs, Morgan Stanley, Latham and management were in attendance. Management summarized for the special committee negotiations to effect a lease amendment for certain of Switch’s leased properties in the Las Vegas, Nevada area (the “Leased Properties”) that the bidders had requested as critical to obtaining their financing, and discussed with the special committee that because of Mr. Tom Thomas’ ownership interests in the Leased Properties, as described more fully in the section entitled “- Interests of the Company’s Directors and Executive Officers in the Mergers,” that he would not take part in discussions with respect to the Leased Properties. Management then provided an update to the special committee regarding the ongoing process to solicit approvals from TRA members to satisfy the Supermajority Threshold to amend the TRA. Next, Latham provided the special committee a summary of the two merger agreement markups received and outlined the material issues therein. With respect to the DigitalBridge/IFM merger agreement, the special committee discussed, among other things, that (i) Mr. Roy and Mr. Morton were being asked to rollover a portion of their equity in connection with the transaction, (ii) DigitalBridge/IFM deleted several obligations to obtain antitrust approval between signing and closing, (iii) a number of additional regulatory approvals were added as conditions to closing, (iv) DigitalBridge/IFM had proposed a buyer termination fee of 5% and a Switch termination fee of 3.75%, (v) the transaction documents contemplated a mortgage debt commitment that contained additional closing conditionality as compared to a leveraged buyout financing and (vi) certain representations, warranties and covenants were revised to more buyer-friendly positions. With respect to the Bidder A merger agreement, the special committee discussed, among other things, that (i) the financing package proposed involved leverage buyout financing rather than a mortgage debt commitment, (ii) Bidder A was requesting a similar management rollover equity condition as DigitalBridge/IFM, (iii) Bidder A had also limited its obligations with respect to obtaining antitrust approval, (iv) a similar list of new regulatory approvals were proposed as conditions to closing, (v) Bidder A had proposed a Bidder A break fee of 6% and a Switch break fee of 3%, as well as an obligation for Switch to reimburse Bidder A for expenses up to $30 million in the event of a failure to obtain stockholder approval and (vi) certain representations, warranties and covenants were revised to more buyer-

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friendly positions. Both DigitalBridge/IFM and Bidder A markups included obtaining voting agreements in support of the Mergers from all of the board and executive management team and certain stockholders. Following discussion of the draft merger agreements, the special committee directed Latham to negotiate the merger agreement drafts with legal counsel to DigitalBridge/IFM, Simpson Thacher & Bartlett LLP (“STB”), and with legal counsel for Bidder A. The special committee also considered whether Goldman Sachs and Morgan Stanley should contact any additional parties as to their interest in a Strategic Transaction with Switch, but noted that Switch’s consideration of strategic alternatives had appeared in media reports and no other parties had contacted Switch, Goldman Sachs or Morgan Stanley with interest in a Strategic Transaction.

On April 20, 2022, representatives for the owners of the Leased Properties informed management that they were not willing to amend the leases for the Leased Properties; however, they would consider the sale of the Leased Properties to Switch (the “Land Purchase”). Management, after consultation with Goldman Sachs and Morgan Stanley, notified the special committee that it believed such a purchase by Switch would facilitate financing that would allow a higher price in a Strategic Transaction, and the special committee authorized negotiation of terms under which a purchase might be possible, including a closing contingent upon a Strategic Transaction closing, and instructed management to bring back terms for final approval.

On April 21, 2022, Latham held separate calls with STB and the legal representatives of Bidder A to discuss their revised drafts of the merger agreement. Latham highlighted the material issues in the drafts, as well as certain other issues raised in other draft ancillary agreements submitted, and informed legal counsel for each bidder that they should consider improving those positions in revised drafts to be submitted with their client’s final bid.

During the week of April 18, 2022, Bidder A informed Switch they would need to complete additional diligence in order to have their financing package finalized in advance of submitting a bid. After discussions and in light of the status of ongoing negotiations in connection with the Land Purchase, the special committee elected to push the date for final bids from April 28, 2022 to May 5, 2022 in order to allow bidders additional time to finalize their bids, including their financing packages.

From April 21, 2022 through May 5, 2022, management and Latham held numerous diligence calls with DigitalBridge/IFM and Bidder A and their respective representatives relating to a number of matters, including diligence related to financing real estate, benefits, intellectual property, tax and various regulatory matters.

On April 22, 2022, management informed the special committee that TRA members satisfying the Supermajority Threshold had approved the TRA Amendment.

On April 28, 2022, Latham provided initial drafts of the Voting and Support Agreement and the Switch Disclosure Letter to STB and legal counsel for Bidder A.

On May 3, 2022, the media reported that Switch was in negotiations to be purchased by Brookfield Asset Management. On May 5, 2022, the first full day of trading after the report, shares of Switch Class A common stock closed at $31.64 per share.

On May 4, 2022, representatives of Bidder B informed representatives of Morgan Stanley that Bidder B would not submit a revised bid to acquire Switch.

On May 5, 2022, DigitalBridge/IFM and Bidder A provided revised bids to Switch, along with revised drafts of the Merger Agreement, financing documents and ancillary agreements. The revised bid from DigitalBridge/IFM proposed to acquire Switch for $34.25 per share, and DigitalBridge/IFM offered to connect executives of their financing partners with the special committee’s financial advisors to demonstrate DigitalBridge/IFM’s commitment to the financing. The revised bid from Bidder A proposed to acquire Switch for $29.00 per share, and Bidder A communicated that this reflected a change in market conditions that impacted financing costs, the impact of the TRA Amendment and the Land Purchase.

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On May 6, 2022, the special committee met to discuss the terms of the final bids and revised transaction documents. Representatives from Goldman Sachs, Morgan Stanley, Latham and management were in attendance. Goldman Sachs and Morgan Stanley summarized the terms of the bids and Latham highlighted certain key issues remaining in the transaction documents. With respect to DigitalBridge/IFM, the special committee considered, among other things, that the transaction documents continued to contemplate a mortgage debt commitment that contained additional closing conditionality as compared to a leveraged buyout financing and a DigitalBridge/IFM termination fee of 5% and a Switch termination fee of 3.75%. With respect to Bidder A, the special committee considered, among other things, that the transaction documents continued to contemplate a leveraged buyout financing, certain limitations on Bidder A’s obligations to obtain regulatory approval and an obligation for Switch to reimburse Bidder A for expenses up to $30 million in the event of a failure to obtain stockholder approval. The special committee provided their views and instructed Latham to go back and negotiate with DigitalBridge/IFM and Bidder A for key terms, including informing DigitalBridge/IFM that their mortgage debt commitment disadvantaged their bid and that they should obtain a leveraged buyout financing to give their bid additional closing certainty. During the May 6, 2022 special committee meeting, the special committee also discussed the status of negotiations for the Land Purchase. Management informed the special committee that negotiations remained ongoing, particularly with respect to the total price for the Land Purchase.

On May 7, 2022, the special committee met, along with representatives from Goldman Sachs, Morgan Stanley, Latham and management, to discuss a number of transaction-related issues, including communication to each of DigitalBridge/IFM and Bidder A regarding increasing their offer price and accepting certain revisions to the terms of the transaction documents, including, with respect to DigitalBridge/IFM, revising their financing to provide improved deal closing certainty, the status of negotiations regarding the Land Purchase and requests in the bid letter from each bidder that Messrs. Roy and Morton exchange an aggregate of approximately $500 million of equity in connection with the transaction. Mr. Morton informed the special committee that he and Mr. Roy were amenable to rolling over the requested amount of equity were Switch to enter into a definitive agreement with the winning bidder, and had engaged their own counsel that was prepared to negotiate the terms of any rollover and that they would not negotiate with either bidder on the terms of any rollover until the special committee authorized them to do so. Furthermore, Mr. Roy and Mr. Morton both agreed that neither would discuss their respective employment status or compensation matters with the bidders until authorized to do so by the special committee.

Later on May 7, 2022, Latham sent revised drafts of all transaction documents back to STB and Bidder A’s legal representative. From May 7, 2022 until May 11, 2022, Latham, STB and the legal representatives of Bidder A, as applicable, traded revised drafts of the various transaction documents and negotiated the key open points remaining in the documents.

During the evening on May 7, 2022, in response to the proposal for Messrs. Roy and Morton to rollover their Switch equity, Latham forwarded to STB and legal counsel for Bidder A a draft rollover term sheet prepared by counsel for Messrs. Roy and Morton. Latham communicated to STB and legal counsel for Bidder A that the winning bidder would be connected with counsel to Messrs. Roy and Morton to negotiate the terms thereof in advance of signing.

On May 8, 2022, the special committee, along with representatives from Goldman Sachs, Morgan Stanley, Latham and management, met to continue to discuss the bids received from DigitalBridge/IFM and Bidder A. Goldman Sachs and Morgan Stanley informed the special committee that Bidder A had agreed to increase its offer price to $30.00 per share from $29.00 per share. Following the discussion, the special committee authorized Goldman Sachs and Morgan Stanley to communicate to each bidder to improve its bid price in order to finalize a transaction and, additionally with respect to DigitalBridge/IFM, to seek to improve the certainty of its financing package. With respect to the Land Purchase, both bidders had been informed of the negotiations and reiterated to Switch that the Land Purchase would need to be finalized in advance of executing definitive agreements for the proposed Strategic Transaction.

On May 9, 2022, the special committee held two meetings and the full board met once to discuss various transaction-related matters. Each of these meetings were also attended by representatives from Goldman Sachs, Morgan Stanley, Latham and management. During the morning meetings, Goldman Sachs and Morgan Stanley

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informed the special committee (i) that Bidder A had agreed to increase its offer price to $32.50 per share from $30.00 and conditioned this price on signing the transaction by end of day and (ii) that DigitalBridge/IFM had agreed to make certain improvements to the terms of its financing package and the draft merger agreement to improve closing certainty, including by limiting certain conditions to funding and limiting the possibility of a material breach claim by DigitalBridge/IFM in connection with Switch’s obligations to provide financing cooperation between signing and closing. Following these meetings and significant discussion on the topics among the special committee, the board, management, Latham, Goldman Sachs and Morgan Stanley, the special committee concluded it was in the best interest of maximizing stockholder value to authorize Goldman Sachs and Morgan Stanley to inform each bidder that (i) Switch intended to consummate a transaction with one of the bidders prior to market open on May 11, 2022, (ii) that each bidder should provide a “best and final” offer by the following morning, which should include an increase in offer price and (iii) that DigitalBridge/IFM should continue to make improvements to its financing package to provide for greater closing certainty.

Also on May 9, 2022, the media reported that Switch was in advanced discussions with Brookfield Asset Management Inc. and DigitalBridge for the sale of Switch. On May 6, 2022, the last day of trading prior to the report, shares of Switch Class A common stock closed at $30.49 per share. On May 10, 2022, the first full day of trading after the report, shares of Switch Class A common stock closed at $30.75 per share.

Both the special committee and the board met separately on multiple occasions over the course of the day on May 10, 2022. In attendance during these meetings were representatives from Goldman Sachs, Morgan Stanley, Latham and management. During these meetings, representatives of Morgan Stanley, Goldman Sachs and Latham, as applicable, reported to the special committee and the board that (i) Bidder A had informed Morgan Stanley that it was unwilling to increase its offer price beyond $32.50 and that they would not negotiate further for the purchase of Switch at a higher price and (ii) DigitalBridge/IFM had offered an increased break fee of $693 million, or approximately 8% of the equity value that would be payable upon certain breaches of the merger agreement. Management also informed the special committee that Switch was close to reaching terms in connection with the Land Purchase for a total purchase price of $300 million. The closing price per share of Switch Class A common stock on May 10, 2022 was $30.75.

Later in the day on May 10, 2022, the board met to discuss the revised terms proposed by DigitalBridge/IFM. Following significant discussion among the board, Goldman Sachs, Morgan Stanley and Latham, taking into account the outreach, negotiations, transaction terms and offer prices, the board voiced its support for pursuing a transaction with DigitalBridge. Following the board meeting, the special committee convened a meeting and following extensive discussions, the special committee determined that the DigitalBridge/IFM proposal provided the best value to Switch stockholders, and authorized Goldman Sachs and Morgan Stanley to convey to DigitalBridge and IFM that Switch was interested in executing definitive documentation for a transaction prior to market opening on the following day and that DigitalBridge/IFM should increase its offer by an additional $0.25 per share in order to secure the transaction. When making this determination, the special committee took into account that DigitalBridge/IFM had made a number of concessions with respect to its mortgage debt financing over a short period of time, including improving closing certainty by limiting certain conditions to funding and limiting the possibility of a material breach claim by DigitalBridge/IFM in connection with Switch’s obligations to cooperate with regards to the financing between signing and closing. The board of directors of Switch also determined, after consultation with Goldman Sachs and Morgan Stanley, that the proposal by DigitalBridge/IFM had an acceptable level of risk around the financing and closing certainty.

During the early evening on May 10, 2022, DigitalBridge/IFM communicated that $34.25 was their best and final offer price. DigitalBridge/IFM noted that this was an increase from their initial offer of $34.00 per share, which offer did not contemplate the additional approximately $75 million payment in connection with the TRA Amendment or the $300 million payment in connection with the Land Purchase. Because DigitalBridge/IFM had communicated that any Strategic Transaction was conditioned on Messrs. Roy and Morton rolling over their Switch equity, the special committee authorized Messrs. Roy and Morton to have discussions and negotiations with DigitalBridge/IFM regarding the terms of their equity rollover. During the course of the evening, counsel

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for Messrs. Roy and Morton was connected with STB, exchanged drafts of the rollover term sheet with DigitalBridge/IFM and STB and negotiated terms of the rollover with DigitalBridge/IFM and STB.

During the late evening on May 10, 2022, the board convened along with management, Goldman Sachs, Morgan Stanley and Latham. Goldman Sachs reviewed with the board Goldman Sachs’ financial analyses of the merger consideration, and rendered to the special committee an oral opinion, which was subsequently confirmed by delivery of a written opinion dated May 11, 2022, that, as of such date and based upon and subject to the various qualifications, assumptions and limitations set forth therein, the merger consideration to be received by holders (other than Parent and its affiliates) of the outstanding shares of Switch Class A common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Goldman Sachs’s opinion, please see “- Opinion of the Special Committee’s Financial Advisor” beginning on page 54 of this proxy statement. Latham then reviewed the proposed final terms of the Merger Agreement and the related ancillary agreements and presented to the board regarding their fiduciary obligations under Nevada law in connection with the proposed transaction. Management for Switch also informed the board and the special committee that, based upon, among other things, their views of Switch’s prospects on a standalone basis, its consideration of all the alternatives available to Switch and the information and advice provided by Goldman Sachs, Morgan Stanley and Latham, it was Switch executive management’s recommendation that the board approve the transaction as proposed by DigitalBridge/IFM upon the terms negotiated by the parties and set forth in the definitive documents. Next, the special committee informed the board that, based upon, among other things, its consideration of all the alternatives available to Switch and the information and advice provided by Goldman Sachs, Morgan Stanley and Latham over the course of evaluating Strategic Transactions, it was the special committee’s recommendation that the board approve the transaction as proposed by DigitalBridge/IFM upon the terms negotiated by the parties and set forth in the definitive documents. The board then discussed the various reasons to approve the Mergers, and certain countervailing factors. For a detailed description of the various reasons considered by the board, see “- Recommendation of the Board of Directors and the Special Committee” beginning on page 52 of this proxy statement. After further discussion, including a review of the status of Switch’s business, the process that led to the proposed Mergers, the alternatives available to Switch, including remaining as a public company, and the risks and benefits associated with the proposed transaction, the board unanimously (other than Mr. Roy who informed the special committee and the board that he was supportive of the transaction and would vote for the transaction in the interest of all stockholders, but under advice of counsel, recused himself from the vote given his agreement to participate in a rollover of a portion of his equity) (i) determined that the Merger Agreement and the transactions contemplated thereby, including the LLC Merger and the Merger, are advisable and in the best interests of Switch, Switch, Ltd., and Sunshine Merger Sub, Ltd., respectively, and their respective stockholders or equityholders, as applicable, on the terms and subject to the conditions set forth in the Merger Agreement, (ii) directed that the Mergers be submitted for consideration at a special meeting of Switch’s stockholders and (iii) recommended that Switch’s stockholders approve the Merger. The Land Purchase was also approved as part of the transactions contemplated by the Merger Agreement.

Prior to the market opening on May 11, 2022, Latham and STB finalized all transaction documents and Switch, Switch, Ltd., Sunshine Merger Sub, Ltd., Sunshine Bidco Inc. and Sunshine Parent Merger Sub Inc. executed the Merger Agreement and the ancillary agreements to be executed in connection therewith.

Before NYSE opened on May 11, 2022, DigitalBridge/IFM and Switch issued a press release announcing the entry into the Merger Agreement.

Reasons for the Mergers

As described above in the section entitled “-Background of the Mergers”, prior to and in reaching its determination to (i) authorize and approve the Merger Agreement and the transactions contemplated thereby, including the LLC Merger and the Merger, (ii) direct that the Merger be submitted for consideration at a special meeting of Switch’s stockholders and (iii) recommend that Switch’s stockholders approve the Merger, the special

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committee and the board consulted with and received the advice of their outside legal counsel and the special committee’s financial advisors, discussed certain issues with management and considered a variety of factors weighing positively in favor of the Mergers, the Merger Agreement and the transactions contemplated thereby, including the following material factors:

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In the course of its deliberations, the special committee and the board also considered a variety of risks and other countervailing factors related to the Merger Agreement and the Mergers, including the following material factors:

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In addition, the special committee and the board were aware of and considered the fact that certain of Switch’s executive officers and directors have financial interests in the Mergers that may be different from, or in addition to, those of Switch stockholders generally, including those interests that are a result of (i) employment and compensation arrangements with Switch, (ii) payouts under the terms of the TRA Amendment, (iii) the rollover and/or (iv) ownership interests in the Land Purchase, in each case, as described more fully below in the section entitled “- Interests of the Company’s Directors and Executive Officers in the Mergers”.

The foregoing discussion of the factors considered by the special committee and the board is not intended to be exhaustive, but rather includes the material factors considered by the special committee and the board. The special committee and the board reached the conclusion to (i) authorize and approve the Merger Agreement and the transactions contemplated thereby, including the LLC Merger and the Merger, (ii) declare the Merger advisable and in the best interests of Switch, Switch, Ltd. and Sunshine Merger Sub, Ltd., respectively, and their respective shareholders or equityholders, as applicable, on the terms and subject to the conditions set forth in the Merger Agreement and (iii) recommend that Switch’s stockholders approve the Merger, in light of the factors described above and other factors that the special committee and the board believed were appropriate. In view of the wide variety of factors considered by the special committee and the board in connection with its evaluation of the Mergers and the complexity of these matters, the special committee and the board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the special committee and the board. Rather, the special committee and the board made its recommendations based on the totality of the information available to the special committee and the board, including discussions with, and questioning of, Switch’s management and its financial and legal advisors. In considering the factors discussed above, individual members of the special committee and the board may have given different weights to different factors.

This explanation of the special committee and the board’s reasons for its recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 26.

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Recommendation of the Board of Directors and the Special Committee

Our board of directors and the special committee have (1) duly authorized and approved the execution, delivery and performance by Switch, Company Ltd. and Company Merger Sub of the Merger Agreement and the consummation by Switch, Company Ltd. and Company Merger Sub of the Merger Agreement and the consummation by Switch, Company Ltd. and Company Merger Sub of the transactions contemplated thereby, (2) determined the Merger Agreement and the transactions contemplated thereby, including the LLC Merger and the Merger, to be advisable and in the best interests of Switch, Company Ltd. and Company Merger Sub, respectively, and their respective stockholders or equity holders, as applicable, on the terms and subject to the conditions set forth in the Merger Agreement, (3) directed that the Merger be submitted for consideration at a special meeting of Switch’s stockholders and (4) recommended that Switch’s stockholders approve the Merger. Our board of directors and the special committee recommends that you vote “FOR” the proposal to approve the Merger, “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers in connection with the Mergers, and “FOR” the proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger.

Certain Unaudited Financial Projections

While Switch from time to time provides a financial outlook to investors with respect to the then-current fiscal year, Switch has not, as a matter of course, otherwise publicly disclosed longer-term internal projections as to future performance, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with the Mergers, prior to the execution of the Merger Agreement, Switch management prepared and provided to the board in connection with its evaluation of the Mergers and the special committee’s financial advisor, Goldman Sachs, for its use and reliance in connection with its financial analyses and opinion, certain nonpublic, internal, financial projections regarding Switch’s future operations for fiscal years 2022 through 2031 (the “Switch Projections”). The Switch Projections were also provided to DigitalBridge, IFM, Bidder A, Bidder B and each of their respective advisors and representatives. Switch has included below a summary of the Switch Projections for the purpose of providing stockholders access to certain nonpublic information that was prepared for the board, Goldman Sachs, DigitalBridge, IFM, Bidder A, Bidder B and each of their respective advisors and representatives for purposes of evaluating the transactions contemplated by the Merger Agreement, and such information may not be appropriate for other purposes, and is not included to influence your decision, if you are a Switch stockholder, to vote in favor of the Mergers. The inclusion of this summary should not be regarded as an indication that Switch management or anyone who received the Switch Projections then considered, or now considers, them to be a reliable prediction of future events, and the Switch Projections should not be relied upon as such. This information is not fact and readers are cautioned not to place undue reliance on the Switch Projections.

The Switch Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines established by the American Institute of Certified Public Accountants for preparation and presentations of financial projections, but in the view of management, were prepared on a reasonable basis and reflect the assumptions and estimates available at the time they were prepared. The prospective financial information requires significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in Switch’s historical GAAP financial statements. The Switch Projections have been prepared by, and are the responsibility of, Switch management and were not prepared with the assistance of, or reviewed, compiled or examined by, independent accountants.

While presented with numeric specificity, the Switch Projections were based on numerous variables and assumptions (including those related to industry performance and general business, economic, market and financial conditions and additional matters specific to Switch’s businesses) that are inherently subjective and uncertain and are beyond the control of Switch’s management. Important factors that may affect actual results

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and cause the Switch Projections to not be achieved include, but are not limited to, risks and uncertainties relating to Switch’s businesses (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business, economic, competitive, regulatory and financial market conditions and other factors described under “Cautionary Note Regarding Forward-Looking Statements” and other risk factors described in Switch’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, on Form 10-Q for the fiscal quarter ended March 31, 2022 and current reports on Form 8-K. The Switch Projections also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the Switch Projections. Accordingly, there can be no assurance that the projected results summarized below will be realized. Switch stockholders are urged to review the most recent SEC filings of Switch for a description of the reported and anticipated results of operations and financial condition and capital resources during 2021, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Switch’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, on Form 10-Q for the fiscal quarter ended March 31, 2022 and current reports on Form 8-K.

The inclusion of a summary of the Switch Projections in this proxy statement should not be regarded as an indication that any of Switch or its officers, directors, affiliates, advisors or other representatives considered the Switch Projections to necessarily be predictive of actual future events, and the Switch Projections should not be relied upon as such nor should the information contained in the Switch Projections be considered appropriate for other purposes. None of Switch or its officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the Switch Projections. The Switch Projections were prepared by Switch prior to entry into and public announcement of the Mergers, have not been updated as of the date of this proxy statement and Switch undertakes no obligation to update or otherwise revise or reconcile the Switch Projections to reflect circumstances existing after the date the Switch Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Switch Projections are shown to be in error. The Switch Projections cover multiple years, and such information by its nature becomes less predictive with each successive year.

Switch has not made and makes no representation to any person in the Merger Agreement or otherwise concerning the Switch Projections or regarding Switch’s ultimate performance compared to the information contained in the Switch Projections or that the projected results will be achieved. Switch urges all stockholders to review Switch’s most recent SEC filings for a description of Switch’s reported financial results.

The Switch Projections were based on numerous variables and assumptions, including the variables discussed above, as well as the following material assumptions: (i) Switch conversion to a REIT in 2023, (ii) 55% adjusted funds from operations ("AFFO") dividend payout policy from 2023 onwards, (iii) $0 in taxes as part of the REIT conversion, (iii) maximum debt / EBITDA ratio of 6.0x, (iv) equity offerings of $200 million in Q3 2023 and $220 million in Q3 2024 to fund existing growth and capital expenditures and (v) termination of any TRA liability for a total payment in 2022 of $75 million. The Switch Projections were also provided without the assumption of Switch converting to a REIT and with other REIT conversion sensitivity analyses around accelerated depreciation and tax structure. The Switch Projections do not give effect to the Mergers. The Switch Projections were provided to DigitalBridge, IFM, Bidder A, Bidder B and each of their respective advisors and representatives and a summary is presented in the following table, with all figures rounded to the nearest million. Switch management directed Goldman Sachs to use and rely upon the Switch Projections for purposes of its opinion and related financial analyses and the Switch Projections were approved for Goldman Sachs’s use by the board. For more information, see “ - Reasons for the Mergers” and “ - Opinion of the Special Committee’s Financial Advisor.”

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Opinion of the Special Committee’s Financial Advisor

Goldman Sachs rendered its opinion to the special committee of the board of directors of Switch that, as of May 11, 2022 and based upon and subject to the factors and assumptions set forth therein, the $34.25 in cash per share of Switch’s Class A common stock to be paid to the holders (other than Parent and its affiliates) of the outstanding shares of Switch’s Class A common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated May 11, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the special committee in connection with its consideration of the Merger. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of Switch’s Class A common stock or any other securities of Switch should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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Goldman Sachs also held discussions with members of the senior management of Switch regarding their assessment of the past and current business operations, financial condition, and future prospects of Switch; reviewed the reported price and trading activity for Switch’s Class A common stock; compared certain financial and stock market information for Switch with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the data center industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with the consent of the special committee, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed, with the consent of the special committee, that the Switch Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the special committee. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Switch or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Switch to engage in the transaction or the relative merits of the transaction as compared to any strategic alternatives that may be available to Switch; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $34.25 in cash per share of Switch’s Class A common stock to be paid to the holders (other than Parent and its affiliates) of the outstanding shares of Switch’s Class A common stock pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the transaction or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the TRA and any amendments (including the TRA Amendment) and related payments thereunder, and the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities (including the shares of Switch’s Class B common stock, the shares of Switch’s Class C common stock (none of which are outstanding) and the Company Ltd. Common Units), creditors, or other constituencies of Switch; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Switch, or class of such persons in connection with the Mergers, whether relative to the $34.25 in cash per share of Switch’s Class A common stock to be paid to the holders (other than Parent and its affiliates) of the outstanding shares of Switch’s Class A common stock pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary market and other conditions, as in effect on, and the information made available to it as of the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which the shares of Switch’s Class A common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Switch, Parent or the Merger, or as to the impact of the Merger on the solvency or viability of the Switch, Company Ltd. or Parent, or the ability of the Switch, Company Ltd. or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

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The following is a summary of the material financial analyses delivered by Goldman Sachs to the special committee of the board of directors of Switch in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. 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 May 10, 2022, the last trading day before the date of the public announcement of the Merger, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs analyzed the consideration to be paid to holders of the outstanding shares of Class A common stock pursuant to the Merger Agreement in relation to:

This analysis indicated that the price per share of Switch’s Class A common stock to be paid pursuant to the Merger Agreement represented:

Selected Companies Analysis. Goldman Sachs reviewed and compared certain financial information for Switch and for the following publicly traded corporations in the data center industry (collectively, the “Selected Companies”):

Although none of the Selected Companies is directly comparable to Switch, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Switch.

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Goldman Sachs calculated for each of the Selected Companies:

In addition, Goldman Sachs calculated for Switch:

The following table presents the result of these calculations:

Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of the Switch’s Class A common stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s financial multiples. For this analysis, Goldman Sachs used the Switch Projections for each of the fiscal years 2022 to 2024. Goldman Sachs first calculated (a) implied enterprise values for Switch, as of December 31 for each of fiscal years 2022 to 2024, by applying EV / next twelve month “NTM” EBITDA multiples ranging from 22.0x to 26.0x to EBITDA estimates for each of fiscal years 2023 to 2025 and (b) implied future share prices for Switch’s Class A common stock as of December 31 for each of fiscal years 2022 to 2024, by applying P/NTM AFFO multiples ranging from 21.0x to 25.0x to AFFO estimates for each of fiscal years 2023 to 2025. These illustrative EV/NTM EBITDA and P/AFFO multiples were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical enterprise value to EBITDA and AFFO multiples for Switch and the Selected Companies. Goldman Sachs then, in the case of the analysis using EV/NTM EBITDA multiples, subtracted the amount of Switch’s forecasted net debt as of December 31, 2022 to 2024, using the Switch Projections, from the implied enterprise values to derive a range of illustrative implied equity values for Switch as of December 31 for each of the years 2022 to 2024. Goldman Sachs then, in the case of the analysis using EV/NTM EBITDA multiples, divided these implied equity values by the number of projected year-end fully diluted shares of the Switch’s common stock for each of the years 2022 to

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2024, each as provided by management of Switch and approved for Goldman Sachs’ use by the special committee, to derive an illustrative range of implied future share prices for Switch’s Class A common stock. Goldman Sachs then, in the case of both the analysis using EV/NTM EBITDA multiples and the analysis using P/NTM AFFO multiples, discounted these implied future share prices back to March 31, 2022 using an illustrative discount rate of 8.2%, reflecting an estimate of Switch’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for Switch, as well as certain financial metrics for the United States financial markets generally. This analysis using the EV/NTM EBITDA multiples resulted in a range of implied present values of $23.99 to $35.32 per share of Switch’s Class A common stock. This analysis using the P/NTM AFFO multiples resulted in a range of implied present values of $24.29 to $34.25 per share of Switch’s Class A common stock.

Illustrative Discounted Cash Flow Analysis. Using the Switch Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on Switch. Using discount rates ranging from 7.0% to 8.0%, reflecting estimates of Switch’s weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2022 (i) estimates of unlevered free cash flow for Switch for the years 2022 through 2031 as reflected in the Switch Projections and (ii) a range of illustrative terminal values for Switch, which were calculated by applying perpetuity growth rates ranging from 2.0% to 2.5%, to a terminal year estimate of the free cash flow to be generated by Switch, as reflected in the Switch Projections. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Switch Projections and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived ranges of illustrative enterprise values for Switch by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Switch the net debt of Switch as of March 31, 2022, as provided by management of Switch, to derive a range of illustrative equity values for Switch. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Switch, as provided by management Switch to derive a range of illustrative present values per share of Switch’s Class A common stock ranging from $24.44 to $37.78.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions (“Selected Transactions”) in the data center industry since 2015.

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For each of the selected transactions, Goldman Sachs calculated the enterprise value, represented by the transaction, as a multiple of the target company’s EBITDA as reported or calculated using publicly available financial information for the applicable trailing twelve-month period (“EV/LTM EBITDA multiples”), except that for the Macquarie/AirTrunk and Digital Realty-Brookfield/Ascenty transactions, Goldman Sachs used the EV/NTM EBITDA multiples due to limited publicly available information. While none of the target companies that participated in the selected transactions are directly comparable to Switch, the target companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Switch’s results, market size and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations of EV/LTM EBITDA multiples and Goldman Sachs’ professional judgment and experience, Goldman Sachs’ applied a reference range of EV/LTM EBITDA multiples of 26.0x, representing the median for the Tier 1 Selected Transactions, to 29.6x, representing the multiple for the American Tower/CoreSite transaction, to Switch’s LTM EBITDA as of the end of the first quarter of 2022, as provided by management of Switch, to derive a range of implied enterprise values for Switch. Goldman Sachs then subtracted from this range of implied enterprise values net debt of Switch as of March 31, 2022, as provided by management of Switch, and divided the result by the total number of fully diluted shares outstanding as of March 31, 2022, as provided by management of Switch, to derive a range of implied values per share of Switch’s Class A common stock of $26.54 to $31.09.

Premia Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced during the time period from 2012 through May 10, 2022 involving targets that were publicly traded companies in the technology, media and telecom industry in the United States and publicly traded REITs in the United States in which the disclosed enterprise values for the transactions were greater than $1.0 billion. For each full calendar year (and for the period ending May 10, 2022 in the case of 2022) during this period and for the entire period overall, using publicly available information, Goldman Sachs calculated the average, 25th percentile and 75th percentile premia of the price paid in the transactions relative to the applicable targets’ last undisturbed 52-week high closing stock prices prior to announcement of the transactions. This analysis indicated an average premium of 6% for the entire period overall and a range of average premia per annum for each of the years (and for the period ending May 10, 2022 in the case of 2022) of negative 2% to 18%. This analysis also indicated a 25th percentile premium of negative 3% and 75th percentile premium of 16% for the entire period overall and a range of 25th percentile and 75th percentile premia per annum for each of the years (and for the period ending May 10, 2022 in the case of 2022) of negative 9% to 5% for the 25th percentile premia per annum and of 7% to 32% for the 75th percentile premia per annum. Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of illustrative premia of (3)% to 16%, representing the 25th percentile premium and the 75th percentile premium for the entire period in the foregoing analysis, to the undisturbed 52-week high closing price per share of Switch’s Class A common stock of $28.78 as of March 18, 2022 and calculated a range of implied equity values per share of Switch’s Class A common stock of $27.92 to $33.38.

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The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Switch or the merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the special committee as to the fairness from a financial point of view, as of the date of the opinion, to the holders (other than Parent and its affiliates) of the shares of Switch’s Class A common stock of the $34.25 in cash per share of Switch’s Class A common stock to be paid to such holders pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Switch, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration of $34.25 in cash per shares of Switch’s Class A common stock was determined through arm’s-length negotiations between Switch and Parent and was approved by the special committee. Goldman Sachs provided advice to the special committee during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the special committee or that any specific amount of consideration constituted the only appropriate consideration for the Mergers.

As described above, Goldman Sachs’ opinion to the special committee was one of many factors taken into consideration by the special committee in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Switch, Company Ltd., Parent, any of their respective affiliates and third parties, including DigitalBridge and IFM GIF, or any currency or commodity that may be involved in the transaction contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to the special committee in connection with, and participated in certain of the negotiations leading to, the Merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to Switch and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as including having acted as bookrunner with respect to Switch’s high yield bond offering (aggregate principal amount $600,000,000) in September 2020; bookrunner with respect to Switch’s high yield bond offering (aggregate principal amount $500,000,000) in June 2021; and bookrunner with respect to a bank loan (aggregate principal amount $400,000,000) to Switch in July 2021. During the two year period ended May 11, 2022, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Switch and/or its affiliates of approximately $1,500,000. Goldman Sachs also has provided certain financial advisory and/or underwriting services to DigitalBridge and/or its affiliates and portfolio companies from time to time for which our Investment Banking Division has received, and may receive, compensation, including having acted as financial advisor to DigitalBridge in connection with the acquisition of Uol Diveo assets in April 2020; and bookrunner with respect

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to a high yield offering (aggregate principal amount $375,000,000) by Andean Tower Partners, a portfolio company of DigitalBridge, in April 2021. During the two year period ended May 11, 2022, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to DigitalBridge and/or its affiliates and portfolio companies of approximately $1,700,000. Goldman Sachs also has provided certain financial advisory and/or underwriting services to IFM Investors Pty Ltd (“IFM Investors”) and its affiliates, funds managed or advised by IFM Investors and its affiliates, and their respective subsidiaries (collectively, “IFM”) from time to time, including having acted as bookrunner with respect to a bank loan (aggregate principal amount $445,000,000) to Aleatica S.A., a subsidiary company of IFM GIF, in June 2021; and financial advisor to funds advised by IFM Investors in connection with the acquisition of Sydney Airport in March 2022. During the two-year period ended May 11, 2022, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to IFM of approximately $57,300,000. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Switch, Company Ltd., Parent, DigitalBridge, IFM and their respective affiliates and, as applicable, portfolio companies for which the Investment Banking Division of Goldman Sachs may receive compensation. Affiliates of Goldman Sachs also may have co-invested with DigitalBridge, IFM and their respective affiliates from time to time and may have invested in limited partnership units of affiliates of DigitalBridge and IFM from time to time and may do so in the future.

The special committee selected Goldman Sachs as its financial advisor, in part, because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger and because of its familiarity with Switch. Pursuant to a letter agreement dated March 11, 2022, the special committee engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between the special committee and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement of the Merger, at approximately $47,000,000 all of which is contingent upon consummation of the Merger. In addition, Switch has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Financing

We anticipate that the total funds available to DigitalBridge and IFM GIF to consummate the Mergers (which includes the funds that will be used to pay the aggregate merger consideration, make payments in respect of equity or other incentive compensation obligations to be paid in connection with the transactions contemplated by the Merger Agreement, the payment of any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Mergers (including all indebtedness of the Company and its subsidiaries contemplated or required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Mergers and the other transactions contemplated by the Merger Agreement) and all premiums and fees required to be paid in connection therewith and all other amounts to be paid pursuant to the Merger Agreement and associated costs and expenses of the Mergers, in each case, that are payable by Parent or Merger Sub) will be approximately $4.825 billion of equity financing pursuant to the equity commitment letters and an aggregate amount of $5.795 billion of Debt Financing. DigitalBridge and IFM GIF do not anticipate seeking or requiring additional sources of funding in order to consummate the Mergers. Parent has received the equity commitment for the equity financing from DigitalBridge and IFM GIF as described below in the section entitled “— Equity Financing” and debt commitments for the Debt Financing from the debt financing sources as described below in the section entitled “— Debt Financing”.

The consummation of the Mergers is not conditioned on Parent’s receipt of any financing.

Equity Financing

Pursuant to the equity commitment letters, DigitalBridge has committed to directly or indirectly contribute to Parent an aggregate amount in cash equal to $2.895 billion and IFM GIF has committed to directly or

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indirectly contribute to Parent an aggregate amount in cash equal to $1.930 billion, in each case, simultaneously with the closing of the Mergers, which will be used by Parent, together with the Debt Financing described below, solely to fund the payment obligations.

Funding of the equity commitments is subject to the terms, conditions and limitations set forth in the equity commitment letters, which include (i) the satisfaction or waiver of all conditions precedent to Parent’s obligation to the closing of the Mergers set forth in the Merger Agreement (except those conditions that by their nature cannot be satisfied except by actions to be taken at the closing, provided that such conditions are actually satisfied or validly waived at the closing), (ii) the substantially concurrent funding of the Debt Financing and the other equity commitments and (iii) the substantially concurrent consummation of the closing of the Mergers.

The obligation of DigitalBridge and IFM GIF to fund their respective equity commitments will terminate automatically and immediately upon the earliest to occur of (i) the Effective Time following Parent and Parent Merger Sub’s fulfillment of their respective obligations under the Merger Agreement to satisfy the payment obligations, (ii) the valid termination of the Merger Agreement in accordance with its terms and (iii) the Company, Company Ltd., Company Merger Sub or any of their respective directors, officers, controlled affiliates or its or their respective agents, securityholders or representatives acting on their behalf, asserting a claim against DigitalBridge or IFM GIF, as applicable, and/or certain related parties, other than a claim (A) under the confidentiality agreements with DigitalBridge or IFM GIF, as applicable, (B) under the Merger Agreement against Parent or Parent Merger Sub, (C) against a guarantor under the applicable guarantee, (D) to specifically enforce an investor’s obligations under the equity commitment letter, (E) under the other guarantees against the other investors or (F) against the other investors to specifically enforce the other investor’s obligations under the other equity commitments.

Pursuant to the terms and conditions of the Merger Agreement, Parent and Parent Merger Sub will use reasonable best efforts to take, or cause to be taken, all actions and use reasonable best efforts to do, or cause to be done, all things necessary, advisable or proper to consummate and obtain the Equity Financing contemplated by the equity commitment letters on or prior to the closing date on the terms and conditions set forth in the equity commitment letters, including causing the equity investors to maintain in full force and effect the equity commitment letters.

The Company, Company Ltd. and Company Merger Sub are third party beneficiaries of the right granted to Parent to specific performance under the equity commitment letters and are entitled to enforce Parent’s rights to specific performance of DigitalBridge and IFM GIF to fund all or any portion of their respective equity commitments under the equity commitment letters, subject to the terms thereof, if the Company is entitled to specific performance of Parent’s obligation to cause the Equity Financing to be funded pursuant to the Merger Agreement.

Debt Financing

In connection with entering into the Merger Agreement, Parent entered into (i) a revolver commitment letter (the “revolver commitment letter”) from The Toronto-Dominion Bank, New York Branch (“TD”), Royal Bank of Canada (“RBC”), Societe Generale (“SG”), and Citizens Banks, N.A. (“Citizens” and, together with TD, RBC and SG, the “debt financing sources”) providing for a senior secured revolving credit facility in the aggregate amount of $100 million (the “revolving credit facility”) (with ability to increase up to $150 million) and (ii) a financing commitment letter (the “mortgage commitment letter” and, together with the revolver commitment letter, the “debt commitment letters”) from the debt financing sources providing for debt financing in an aggregate amount of up to $5.695 billion principal amount (with ability to obtain additional $1 billion of proceeds within two (2) years of closing) (the “initial mortgage loans” and together with the revolving credit facility, the “Debt Financing”).

Pursuant to the debt commitment letters, the debt financing sources have committed to provide, severally but not jointly, the Debt Financing.

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The commitments of the debt financing sources under the revolver commitment letter are subject to the satisfaction (or waiver by the applicable debt financing sources) of certain conditions precedent, including, without limitation:

The commitments under the revolver commitment letter terminate automatically on the earliest to occur of: (i) 11:59 p.m., New York City time, on the date that is five business days after the End Date (as defined in the Merger Agreement as of May 11, 2022, including any extensions of such date pursuant to the Merger Agreement) and (ii) the valid termination of the Merger Agreement prior to consummation of the Mergers.

The commitments of the debt financing sources under the mortgage commitment letter are subject to the satisfaction (or waiver by the applicable debt financing sources) of certain conditions precedent, including, without limitation:

To the extent there exists prior to the closing of the loans any material defects, material environmental conditions or other shortfalls of the debt financing sources’ required due diligence (other than with respect to “know-your-customer” diligence), including ground lease matters or casualty or condemnation matters, or any property otherwise would not meet customary underwriting standards for a balance sheet loan secured by a portfolio

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of properties leased to third party tenants, the initial mortgage loans shall nevertheless be funded, the borrowers shall use commercially reasonable efforts to correct such defects within a reasonable period of time after closing and the debt financing sources may establish one or more special reserves at closing in an amount sufficient to correct or collateralize such defects, environmental conditions or shortfalls. The debt financing sources have committed to fund, on the closing date, a portion of the additional loan proceeds available to borrower under the mortgage commitment letter, in an amount up to $1 billion, to fund the amount subject to the special reserves.

The commitments under the mortgage commitment letter terminate automatically on the earliest to occur of: (i) 11:59 p.m., New York City time, on the date that is five business days after the End Date (as defined in the Merger Agreement as of May 11, 2022, including any extensions of such date pursuant to the Merger Agreement), but not in any event after the date that is five business days after the twelve-month anniversary of the date of the Merger Agreement and (ii) the valid termination of the Merger Agreement prior to the closing of the loans contemplated by the mortgage commitment letter (the “Mortgage Commitment Expiration Date”). In addition, the debt financing sources may terminate the mortgage commitment letter in the event:

Amendment to the Tax Receivable Agreement

The following summary describes certain relevant provisions of the TRA and the material provisions of the TRA Amendment. The descriptions of the TRA and the TRA Amendment in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the TRA and the TRA Amendment, each of which is incorporated into this proxy statement by reference. We encourage you to read the TRA and the TRA Amendment carefully and in their entirety because this summary may not contain all the information about the TRA and the TRA Amendment that is important to you. The rights and obligations of the parties are governed by the express terms of the TRA and the TRA Amendment and not by this summary or any other information contained in this proxy statement.

Concurrent with the initial public offering of its Class A common stock, the Company entered into the TRA with Company Ltd. and the members of Company Ltd. party thereto. Exchanges or redemptions of Company Ltd. Common Units for cash or shares of Class A common stock are expected to produce favorable tax attributes for the Company. When the Company acquires Company Ltd. Common Units from such members through these exchanges or redemptions, anticipated tax basis adjustments are likely to increase (for tax purposes) the Company’s depreciation and amortization deductions, thereby reducing the amount of income tax that the Company would be required to pay in the future in the absence of this increased basis. This increased tax basis may also decrease the gain (or increase the loss) on future dispositions of certain assets to the extent that the tax basis is allocated to those assets. Under the terms of the TRA, absent a change of control of the Company, the Company would generally be required to pay to members of Company Ltd. party to the TRA 85% of the applicable savings, if any, in income tax that the Company realizes, or that the Company is deemed to realize, as a result of (1) these tax attributes that are created as a result of the exchanges or redemptions of the such members’ Company Ltd. Common Units (calculated under certain assumptions), (2) tax benefits related to imputed interest, and (3) payments under the TRA. Amendment of the TRA requires the approval of members of Company Ltd. satisfying the Supermajority Threshold.

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In addition, the TRA provides that if certain mergers, asset sales, other forms of business combination or other changes of control were to occur, then the TRA would terminate and the Company’s obligations, or the Company’s successor’s obligations, under the TRA would accelerate and become due and payable. Absent the TRA Amendment, the amount of such accelerated change of control payment obligations would have been calculated as aggregate payment obligations under the TRA absent a change of control based on certain assumptions set forth in the TRA, including the assumption that the Company would have sufficient taxable income in each taxable year ending on or after the change of control to fully utilize all potential future tax benefits that are subject to the TRA and that any un-exchanged Company Ltd. Common Units would be exchanged for cash at the market value of the Class A common stock as of the closing of the change of control, and applying a discount rate to those payments equal to LIBOR plus 100 basis points. The Mergers, upon closing, constitute a change of control under the TRA that would cause the payment obligations to accelerate and become due and payable.

For more information with respect to the TRA, please see our other filings with the SEC. A copy of the TRA is included as Exhibit 10.1 to the Company’s Form S-1 Registration Statement filed with the SEC on September 8, 2017.

As a result of negotiation by the special committee, on May 11, 2022, in connection with the execution of the Merger Agreement, the Company, Company Ltd. and members of Company Ltd. satisfying the Supermajority Threshold entered into, which was concurrently publicly filed, the TRA Amendment, in accordance with the terms of the TRA. The TRA Amendment establishes that in exchange for the termination of the TRA and all rights associated therewith, the parties to the TRA (other than the Company) will be entitled to receive a payment in cash from the Company of $0.37 per Company Ltd. Common Unit (such implied price equating to $5.89 per share of Company Class A common stock if there were no reduction in the amount of aggregate accelerated change of control payments required to be made under the then-current terms of the TRA) in connection with the closing of the Mergers in full satisfaction of the payment obligations to the TRA beneficiaries under the TRA. Such payments will be made by the Company as promptly as practicable following the earlier of (i) the closing of the Mergers (or any other change of control of the Company (as defined in the TRA)), or (ii) December 31, 2022. This represents a reduction of approximately $1,121 million, which is an approximately 93.72% reduction of the estimated aggregate amount of approximately $1,196 million that would have otherwise been payable to the TRA beneficiaries under the TRA in respect of a change of control of the Company at the implied price per share of Class A common stock offered by Parent, absent the TRA Amendment.

Rollover Agreements

In connection with the transactions contemplated by the Merger Agreement and as a condition and inducement to the willingness of Parent and Parent Merger Sub to enter into the Merger Agreement, the Rollover Members have entered into Rollover Agreements, pursuant to which such Rollover Members committed to contribute approximately $424.3 million worth of Company Ltd. Common Units in the aggregate (approximately 66% of each of the Rollover Members’ respective gross proceeds from Class A common stock and Class B common stock) to Parent in exchange for a number of equity interests of Parent or one or more of its parent entities. The Rollover Members’ contribution of the Rollover Units to Parent in exchange for equity interests of Parent or one or more of its parent entities will occur immediately prior to the Closing. The obligation of Parent and Parent Merger Sub to effect the Mergers is subject to the Rollover Members having complied with their rollover obligations in the Rollover Agreements.

Other members of the Company management team may also be invited to rollover a portion of their equity interests in amounts to be mutually agreed upon between such member and Parent. Prior to the Effective Time, Parent may initiate negotiations of these agreements and/or arrangements, and may enter into definitive agreements regarding the right to participate in the equity interests of Parent or one or more of its parent entities following the completion of the Mergers.

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Voting and Support Agreements

The following summary describes the material provisions of the Voting and Support Agreements. The rights and obligations of the parties are governed by the express terms of the Voting and Support Agreements and not by this summary or any other information contained in this proxy statement.

Concurrently with the execution of the Merger Agreement, Parent or the Company entered into the Voting and Support Agreements with certain stockholders (the “Voting and Support Agreement stockholders”). As of the Record Date, the Voting and Support Agreement stockholders held, in the aggregate, shares of common stock representing approximately 6.9% of the voting power of Class A common stock, 26.3% of the voting power of Class B common stock and 14.4% of the voting power of the total outstanding shares of common stock of the Company.

Under the Voting and Support Agreements, the Voting and Support Agreement stockholders have agreed, subject to the terms and conditions in the Voting and Support Agreements, to vote all of their shares of common stock (i) in favor of the adoption of the Merger Agreement and any other matters presented to the stockholders for consummation of the Mergers and the other transactions contemplated by the Merger Agreement and any actions related thereto, (ii) in favor of the approval of any proposal to adjourn the Special Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Special Meeting is held, (iii) against any company takeover proposal or any acquisition agreement related to such company takeover proposal, or any other proposal made in opposition to, in competition with, or inconsistent with the Merger Agreement, the Mergers or the transactions contemplated by the Merger Agreement, (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such stockholder under the Voting and Support Agreements or of the Company or its subsidiaries under the Merger Agreement or result in any condition set forth in the Merger Agreement not being satisfied on a timely basis, (v) against any merger, consolidation or other business combination involving the Company or any of its subsidiaries, (vi) against any sale, lease, license or other transfer of a material amount of the assets of the Company or any of its subsidiaries, taken as a whole, (vii) against any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries, and/or (viii) against any other action, agreement or proposal which would reasonably be expected to frustrate the purposes, or prevent or materially delay the consummation, of the Mergers and the other transactions contemplated by the Merger Agreement. The stockholders party to the Voting and Support Agreements have also waived rights of appraisal and rights to dissent in connection with the Mergers, and have agreed not to raise certain legal challenges to the Mergers.

Pursuant to the Voting and Support Agreements, the Voting and Support Agreements stockholders have agreed not to, until the termination of the acquisition agreement and subject to certain exceptions in the acquisition agreement, directly or indirectly: (1) sell, assign, transfer, tender, pledge, offer, encumber, hypothecate, loan or otherwise dispose of (including by gift), whether voluntarily or by operation of law or otherwise, any of their shares of common stock (any of the items set forth in this clause (1), a “Transfer”); (2) enter into any option or other contract, arrangement or understanding with respect to any direct or indirect sale, assignment, transfer, tender, pledge, offer, encumbrance, hypothecation, loan or other disposition (including by gift), whether voluntarily or by operation of law or otherwise, of any Transfer; (3) deposit such relevant shares into a voting trust, enter into a voting agreement or other arrangement (other than the Voting and Support Agreements) with respect to their shares of common stock that is in contravention of the applicable Voting and Support Agreements; or (4) enter into any contract or commitment to take any of the actions referred to in the foregoing clauses (1) through (4).

The stockholders’ obligations to vote in favor of the adoption of the Merger Agreement and the approval of the Mergers and other transactions contemplated by the Merger Agreement terminate automatically upon the earliest to occur of: (1) the Effective Time; (2) with respect to a stockholder party to the Voting and Support Agreements, any amendment of any term or provision of the original Merger Agreement that reduces the merger

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consideration or adversely modifies the form of consideration payable to such stockholder pursuant to the Merger Agreement, without such stockholder’s consent; (3) the termination of the Voting and Support Agreements by written notice from Parent to the stockholders party thereto and the Company; and (4) the termination of the Merger Agreement in accordance with its terms.

Purchase and Sale Agreement

As a condition to the willingness of Parent to enter into the Merger Agreement, on May 10, 2022, in connection with the execution of the Merger Agreement, Company Ltd., as buyer, and the Beltway Entities, as the sellers, entered into a Purchase and Sale Agreement and Joint Escrow Instructions (the “Land Purchase Agreement”) for the acquisition of certain properties located in Las Vegas, Nevada for a total purchase price of $300 million. Pursuant to the Land Purchase Agreement, the closing on the acquisition of the purchased land will be conditioned upon, among other things, the consummation of the Mergers. Fee title to the properties purchased pursuant to the Land Purchase Agreement shall be owned by individual special purpose entity subsidiaries of the Company as of closing free and clear of all liens, other than liens permitted pursuant to the Merger Agreement.

Interests of the Company’s Directors and Executive Officers in the Mergers

In considering the recommendation of our board of directors to vote in favor of the proposal to approve the Merger, our stockholders should be aware that our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our stockholders generally. Our board of directors was aware of these interests and considered them, among other matters, in establishing a special committee, in evaluating and negotiating the Merger Agreement, in reaching its decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Merger), and in recommending to our stockholders that the Merger Agreement and the Merger be approved. Such interests are described below. The Merger will be a “change in control” for purposes of the executive compensation agreements described below.

Our executive officers who are named executive officers for purposes of the discussion below are Rob Roy (Chief Executive Officer), Thomas Morton (President, Chief Legal Officer and Secretary), Gabe Nacht (Chief Financial Officer), Jonathan King (Chief Revenue Officer) and Melissa Young (Chief Information Officer). We do not currently have any executive officers who are not named executive officers.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain compensation actions that may occur before completion of the Merger.

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Land Purchase Agreement

Each of Tom Thomas, a member of our board of directors, and Peter Thomas, Mr. Thomas’s brother, indirectly holds membership interests in the Beltway Entities through Peter Trust LP, a limited partnership in which Tom Thomas, Peter Thomas, and their siblings are the limited partners and Tom Thomas and Peter Thomas are the managing members of its general partner. Peter Trust LP holds 50% of the membership interests of Thomas & Mack Beltway, LLC, which holds 40% of the membership interests in each of the Beltway Entities other than BBP Warehouse 1, in which it holds a 30% membership interest. As a result, Tom Thomas, Peter Thomas, and their siblings collectively and indirectly hold 20% of the membership interests of each of the Beltway Entities other than BBP Warehouse 1, in which they collectively and indirectly hold a 15% membership interest. In addition, each Beltway Entity is managed by Thomas & Mack Beltway, LLC, where Tom Thomas and Peter Thomas serve as the managing members. In September 2017, Thomas & Mack Beltway, LLC amended its operating agreement to provide that Tom Thomas will not act or make any decisions on behalf of Thomas & Mack Beltway, LLC with respect to any matter involving Switch, Ltd. or Switch, Inc. Peter Thomas retains the power to act or make any decisions on behalf of Thomas & Mack Beltway, LLC with respect to any matter involving Switch, Ltd. or Switch, Inc.

In connection with the consummation of the Land Purchase Agreement, Mr. Thomas and his immediate family members stand to receive $63.6 million in gross proceeds. Mr. Thomas did not participate in any negotiations or discussions with respect to the Land Purchase Agreement or in our board of directors’ consideration of the Land Purchase Agreement.

The TRA and the TRA Amendment

Concurrent with the initial public offering of its Class A common stock, the Company entered into the TRA with Company Ltd. and the members of Company Ltd. party thereto. Under the terms of the TRA, absent a change of control of the Company, the Company would generally be required to pay to members of Company Ltd. party to the TRA 85% of the applicable savings, if any, in income tax that the Company realizes, or that the Company is deemed to realize, as a result of (1) these tax attributes that are created as a result of the exchanges or redemptions of the such members’ Company Ltd. Common Units (calculated under certain assumptions), (2) tax benefits related to imputed interest, and (3) payments under the TRA. On May 11, 2022, in connection with the execution of the Merger Agreement, the Company, Company Ltd. and members of Company Ltd. as of the date of the TRA entered into, which was concurrently publicly filed, the TRA Amendment, in accordance with the terms of the TRA. The TRA Amendment establishes that the parties to the TRA (other than the Company) will be entitled to receive a payment in cash from the Company of $0.37 per Company Ltd. Common Unit (such implied price equating to $5.89 per share of Class A common stock if there were no reduction in the amount of aggregate accelerated change of control payments required to be made under the then-current terms of the TRA) in connection with the closing of the Mergers in full satisfaction of the payment obligations to the TRA beneficiaries under the TRA. Such payments will be made by the Company as promptly as practicable following the earlier of (i) the closing of the Mergers (or any other change of control of the Company (as defined in the TRA)), or (ii) December 31, 2022. This represents a reduction of approximately $1,121 million, which is an approximately 93.72% reduction of the estimated aggregate amount of approximately $1,196 million that would have otherwise been payable to the TRA beneficiaries under the TRA in respect of a change of control of the Company at the implied price per share of Class A common stock offered by Parent, absent the TRA Amendment.

Certain directors and members of management of Switch and other persons known by certain executive officers of Switch to be an affiliate or immediate family member of any of the foregoing and affiliates, as equityholders prior to Switch’s initial public offering, are parties to the TRA, and are entitled to receive payments pursuant to the TRA and the TRA Amendment in connection with the closing of the Mergers based on the fixed price of $0.37 per Company Ltd. Common Unit established in the TRA Amendment in the amounts set forth below. For more information, please see the section of this proxy statement captioned “The Mergers—Amendment to the Tax Receivable Agreement.”

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Treatment of Outstanding Equity Awards

Each of our named executive officers holds Switch restricted stock units, and certain of our named executive officers also hold Switch options and Switch performance stock units. Each of our non-employee directors holds Switch restricted share awards.

Immediately prior to the Effective Time and as a result of the Merger, (a) each option to purchase shares of common stock with a per share exercise price that is less than the merger consideration that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment equal to the product of the merger consideration, net of the applicable per share exercise price, and the aggregate number of shares of our common stock subject to the option, subject to applicable withholding taxes or other amounts required by applicable law to be withheld, (b) each option to purchase shares of common stock with a per share exercise price that is equal to or greater than the merger consideration that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, will be cancelled for no consideration, (c) each award of restricted stock units covering shares of common stock that is outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive a cash payment equal to the product of the merger consideration and the aggregate number of shares subject to the award, plus any accrued and unpaid dividend equivalents with respect to such restricted stock unit award, and subject to applicable withholding taxes or other amounts required by applicable law to be withheld, (d) each award of performance-based restricted stock units covering shares of common stock that is outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive a cash payment equal to the product of the merger consideration and the number of shares of common stock subject to the performance-based restricted stock unit award immediately prior to the Effective Time as determined based on the actual achievement of performance goals under the applicable award agreement, plus any accrued and unpaid dividend equivalents with respect to such performance stock unit award, and subject to applicable withholding taxes or other amounts required by applicable law to be withheld and (e) each restricted share of our common stock that is outstanding immediately prior to the Effective Time will automatically become fully vested and converted into the right to receive a cash payment in an amount equal to the merger consideration, without interest.

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The following table sets forth, for any current executive officer or non-employee director or executive officer or non-employee director who served at some point since January 1, 2021, the aggregate number of shares of our common stock owned or subject to outstanding (i) vested and unvested Switch stock options with an exercise price that does not exceed the merger consideration, (ii) Switch restricted stock unit awards, (iii) Switch performance-based restricted stock unit awards, and (iv) Switch restricted share awards, and the value of such equity awards; and the aggregate number of Company Ltd. Common Units held by any executive officer and the value of such Company Ltd. Common Units, in each case as of May 31, 2022:

Treatment of Company Ltd. Common Units

In connection with the LLC Merger, each Company Ltd. Common Unit (other than any Company Ltd. Common Unit owned, directly or indirectly, by the Company or any of its subsidiaries immediately prior to the LLC Merger Effective Time or Rollover Units (together, the “Excluded Company Ltd. Common Units”)) that is issued and outstanding immediately prior to the LLC Merger Effective Time and all rights in respect thereof will be automatically converted into the right to receive the merger consideration. Each Excluded Company Ltd. Common Unit will be unaffected by the LLC Merger and will remain outstanding as a unit of Surviving Company Ltd.

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Severance Benefits

Switch has entered into Executive Severance Agreements with each of its named executive officers, other than Ms. Young (collectively, the “Executive Severance Agreements”). Each Executive Severance Agreement provides that the executive is eligible to receive certain payments and benefits in the event of a “qualifying termination” and enhanced payments and benefits in the event of a “change in control termination.” A “qualifying termination” means a termination for “good reason,” a termination without “cause” or a termination due to death or disability. A “change in control termination” means a qualifying termination within six months prior to, on or within 24 months following, a “change in control.”

In the event of a “change in control termination,” each executive who is party to an Executive Severance Agreement is entitled to receive the following payments and benefits:

In addition, the Executive Severance Agreements provide that upon a “change in control termination,” any unvested time-based equity awards will vest as of the later of the termination date or the change in control, and the post-termination exercise period for any outstanding vested stock options held by the named executive officer at the date of termination will be extended through the later of (i) 36 months after his date of termination or (ii) the expiration date of such stock options. However, as described above, all unvested Switch equity awards will be paid out at the Effective Time in accordance with the terms of the Merger Agreement.

The receipt of the compensation and benefits under the Executive Severance Agreements is conditioned upon the named executive officer’s execution of a general release of claims in favor of the Company and compliance with the post-employment confidentiality, non-disparagement, non-competition and non-solicitation obligations contained therein. The noncompetition and non-solicitation covenants apply during employment and for a period of 12 months and 18 months, respectively, following termination of employment for any reason, except that the noncompetition covenant does not apply following a “change in control termination.”

Each Executive Severance Agreement includes a so-called “better net after-tax cutback” provision providing that, if the compensation and benefits payable to the named executive officer in connection with a change in control would be subject to an excise tax under Section 4999 of the Code, such amounts will either be paid in full or reduced to the level that would avoid application of the excise tax, whichever would place the named executive officer in a better after-tax position.

Pursuant to the Merger Agreement, each continuing Switch employee who is not party to an Executive Severance Agreement and who is terminated by the Company without cause within the twelve-month period following the closing date will be entitled to receive severance benefits equal to two weeks’ base salary per year of service with the Company and its subsidiaries, up to 26 weeks, subject to the continuing Switch employee’s execution of a release of claims in favor of the Company.

See the section entitled “Quantification of Potential Payments and Benefits to Our Named Executive Officers in Connection with the Mergers” beginning on page 73 of this proxy statement for the estimated amounts that each of our named executive officers would receive upon a qualifying termination of employment following a change in control of Switch pursuant to his Executive Severance Agreement, or, in the case of Ms. Young, pursuant to the Merger Agreement.

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Treatment of Annual Bonus

Pursuant to the Merger Agreement, each continuing Switch employee who is a participant in an annual cash bonus or other short-term incentive program, shall be eligible to receive a cash bonus for the year in which the closing occurs, determined as follows: (1) for the portion of the performance period that has elapsed as of the closing date, the bonus shall be no less than the amount determined by the Compensation Committee of the Switch board of directors, based on actual achievement of pro-rated performance goals under the applicable bonus programs of Switch, or its subsidiaries, through the closing date, and pro-rated based on the number of days in the applicable performance period that have elapsed as of the closing date (such amount, the “Pro-Rata Bonus”) and (2) for the remaining portion of the performance period that follows the closing date, the bonus shall be based on actual achievement of pro-rated performance goals determined under the bonus programs maintained by Parent or its subsidiaries, including the Surviving Company, and pro-rated based on the number of days in the applicable performance period that have elapsed following the closing date (collectively, the “2022 Bonus”). Such 2022 Bonus will be paid by Parent or its subsidiaries, including the Surviving Company, at the same time that such annual bonuses are typically paid in the ordinary course of business, subject to the continuing Switch employee’s continued employment through the payment date, except that if such employee is terminated prior to such payment date by Parent or its subsidiaries, including the Surviving Company, without cause or due to disability, then the employee will be entitled to payment of the Pro-Rata Bonus no later than 60 days following such termination date.

See the section entitled “Quantification of Potential Payments and Benefits to Our Named Executive Officers in Connection with the Mergers” beginning on page 73 of this proxy statement for the estimated amount of the pro-rated bonus payment that Ms. Young would receive under the terms of the Merger Agreement.

Potential Employment Arrangements with Parent

Any of our named executive officers who become officers or employees or who otherwise are retained to provide services to Parent or the Surviving Company may, prior to, on, or following the closing, enter into new individualized compensation arrangements with Parent or the Surviving Company and may participate in cash or equity incentive or other benefit plans maintained by Parent or the Surviving Company. As of the date of this proxy statement, although certain of our named executive officers have had discussions with Parent regarding compensation arrangements and participation in incentive and benefit plans, no new individualized arrangements between our named executive officers and Parent or the Surviving Company have been established.

Employee Benefits

The merger agreement requires Parent (or the Surviving Company) to provide certain compensation and benefits for a period of 12 months following the Effective Time for continuing Switch employees, and to take certain actions in respect of employee benefits provided to Switch’s employees, including its executive officers. For a detailed description of these requirements, please see the section entitled “The Merger Agreement—Employee Matters” of this proxy statement.

Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, our non-employee directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the Merger. Such indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance” beginning on page 105 of this proxy statement.

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Quantification of Potential Payments and Benefits to Our Named Executive Officers in Connection with the Mergers

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each of our named executive officers in connection with the Mergers. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of the Company’s Directors and Executive Officers in the Mergers” above.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the Merger. For purposes of calculating such amounts, the following assumptions were used:

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Regulatory Matters

Parent, Parent Merger Sub, the Company, Company Ltd. and Company Merger Sub have covenanted to use their respective reasonable best efforts to take, or to cause to be taken, all actions necessary, proper and advisable under any applicable laws to receive all approvals by governmental entities, including in connection with antitrust laws and communications laws. This includes (1) preparing and filing all filings, forms, notices, registrations and notifications required to be filed to consummate the Mergers, (2) using reasonable best efforts to satisfy the conditions to consummating the Mergers, (3) using reasonable best efforts to obtain any consents or orders from any governmental entities, including certain regulatory consents agreed upon by Parent and the Company to be required, (4) defending any judicial or administrative proceedings challenging the Merger Agreement or the transactions contemplated thereby and (5) the execution and delivery of any reasonable additional instruments necessary to consummate the Mergers. The management of each of the Company and Parent currently believe that the necessary regulatory approvals can be obtained by the end of the second half of 2022; however, there can be no assurances that such approvals will be obtained in accordance with this timing or at all.

In addition, under the Merger Agreement, Parent and Parent Merger Sub have agreed to use reasonable best efforts to take any and all steps necessary to eliminate each and every impediment under the HSR Act and any other antitrust, competition, merger control or foreign investment law that is asserted by any governmental entity or any other person so as to enable the parties to consummate the transactions contemplated by the Merger Agreement as soon as possible and prior to the End Date, including, but not limited to offering, proposing, negotiating, agreeing and committing to and effecting, by consent decree, hold separate order or otherwise:

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Notwithstanding the foregoing, the Merger Agreement does not require Parent or Parent Merger Sub to take or agree to take any action, including any action contemplated by the foregoing, with respect to any of its affiliates (including any person in which any of its affiliates has any debt or equity investment and any affiliated or commonly advised investment fund) or any direct or indirect portfolio company (as such term is understood in the private equity industry) thereof, other than the Company, the Surviving Company, Company Ltd., Surviving Company Ltd. or any of their respective subsidiaries.

HSR Act

Consummation of the Merger is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the rules promulgated by the Federal Trade Commission (“FTC”), which prevent transactions such as the Merger from being consummated until (i) certain information and materials are furnished to the Antitrust Division of the Department of Justice (“DOJ”) and the FTC and (ii) the applicable waiting period is terminated early or expires. Both the Company and Parent filed their respective Notification and Report Forms with the FTC and the Antitrust Division of the DOJ on May 25, 2022. Following discussions between the Company and Parent and the DOJ, Parent withdrew its Notification and Report Form effective June 24, 2022. Parent plans to refile its Notification and Report Form on June 28, 2022, which will start a new 30-day waiting period with respect to the Merger under the HSR Act, which cannot expire on a Saturday, Sunday or a U.S. federal holiday. The withdrawal and refiling are standard procedural steps that provide the DOJ with additional time to complete its review of the proposed Merger. Assuming Parent refiles its Notification and Report Form on June 28, 2022, the new waiting period will expire at 11:59 p.m. Eastern Time on July 28, 2022, unless the FTC or the DOJ earlier terminates the waiting period or issues requests for additional information and documentary material related to the Merger (“Second Requests”). If the FTC or the DOJ issues Second Requests, the waiting period with respect to the Merger will be extended for an additional period of 30 calendar days, which will begin on the date on which both the Company and Parent have substantially complied with their respective Second Requests. Complying with Second Requests can take a significant period of time. The Company continues to anticipate that the Merger will be consummated in the second half of 2022, assuming satisfaction or waiver of all of the conditions to the Mergers.

At any time before or after consummation of the Merger, notwithstanding expiration or termination of the waiting period under the HSR Act, the applicable antitrust authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the FTC, DOJ, any state attorney general, or any other U.S. or foreign government authority will not attempt to challenge the Merger on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Additional Approvals

In addition, the parties expect to (1) submit a change of control application to the Federal Communications Commission (“FCC”) for certain wireless licenses held by the Company, (2) submit an application for and

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receive approval from the Committee on Foreign Investment in the United States (“CFIUS”), (3) receive authorization from the Federal Energy Regulatory Commission (“FERC”) with respect to the termination of the market-based rate authorization issued to a subsidiary of the Company and (4) provide notices to and seek

approvals from certain state regulatory agencies. The consummation of the Merger is conditioned upon the receipt of these approvals or upon providing notice, as applicable. The Company and Parent made the appropriate applications with the FCC on May 27, 2022 and with FERC on May 24, 2022, notifications with each of the Georgia Public Service Commission and Nevada Public Utilities Commission on May 26, 2022 and notifications to the Nevada Gaming Commission and Michigan Control Gaming Control Board on May 20, 2022. The parties submitted a draft joint voluntary notice (the “Draft CFIUS Notice”) to CFIUS with respect to the Mergers and the other transactions contemplated by the Merger Agreement on June 20, 2022. The parties intend to submit a final joint voluntary notice to CFIUS with respect to the Mergers and the other transactions contemplated by the Merger Agreement in the coming weeks. The Company and Parent also intend to make all required filings under the Exchange Act relating to the Merger and obtain all other approvals and consents that may be necessary to give effect to the Merger.

For further information regarding the timing of the closing of the Mergers, see “The Merger Agreement — Effective Times; Closing Date.”

Material U.S. Federal Income Tax Consequences

The following discussion is a summary of the material U.S. federal income tax consequences of the Merger to U.S. holders and non-U.S. holders (each as defined below) of our common stock who receive merger consideration in exchange for shares of our common stock pursuant to the Merger. This discussion is for general information purposes only and does not purport to be a complete analysis of all potential tax consequences of the Merger. The tax consequences of the Merger under U.S. federal tax laws other than those pertaining to income tax, such as estate and gift tax laws, and any applicable state, local, and non-U.S. tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder, judicial decisions and published rulings, and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations, and any such change or differing interpretation may be applied retroactively in a manner that could affect the accuracy of the statements and conclusions set forth in this summary. The U.S. federal income tax laws are complex and subject to varying interpretation. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the Merger.

This discussion is limited to holders of shares of our common stock who hold such shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, this discussion does not address the U.S. federal income tax consequences to holders subject to special rules under the U.S. federal income tax laws, including, without limitation:

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This discussion also does not address the U.S. federal income tax consequences to holders of shares of our common stock who exercise appraisal rights in connection with the Merger under the NMA.

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds shares of our common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences of the Merger to them.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX OR LEGAL ADVICE. HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL, OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Tax Consequences to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. holder” is any beneficial owner of shares of our common stock that, for U.S. federal income tax purposes, is or is treated as:

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Effect of the Merger

The receipt of merger consideration by a U.S. holder in exchange for shares of our common stock in the Merger will generally be a taxable transaction for U.S. federal income tax purposes. The amount of any taxable gain or loss realized by a U.S. holder who receives merger consideration for shares of our common stock in the Merger will generally equal the difference, if any, between the amount of merger consideration received for such shares (determined before the deduction of any applicable withholding taxes) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis in a share will generally be equal to the amount the U.S. holder paid for such share. The amount and character of such gain or loss and the holding period of shares will be determined separately for each block of shares of our common stock (that is, shares acquired at the same cost in a single transaction) exchanged for merger consideration in the Merger. Any gain or loss realized by a U.S. holder upon the receipt of merger consideration in exchange for a share of our common stock in the Merger will generally be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder has held such share for more than one year at the effective time of the Merger. Otherwise, such gain or loss will be short-term capital gain or loss which is subject to U.S. federal income tax at the same rates as ordinary income. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, are generally taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

Payments made to a U.S. holder in exchange for shares of our common stock pursuant to the Merger may be subject to information reporting to the IRS and backup withholding (currently at a rate of 24%). To avoid backup withholding on such payments, U.S. holders that do not otherwise establish an exemption should complete and return to the paying agent a properly executed IRS Form W-9 included in the letter of transmittal certifying that such holder is a United States person, that the taxpayer identification number provided is correct and that such holder is not subject to backup withholding. Certain holders (including corporations) are not subject to backup withholding or information reporting rules.

Backup withholding is not an additional tax. Any amounts withheld from payments of merger consideration to a U.S. holder pursuant to the Merger under the backup withholding rules may be allowed as a refund or a credit against such U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Tax Consequences to Non-U.S. Holders

Definition of a Non-U.S. Holder

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of our common stock that is neither a U.S. holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

Effect of the Merger

A non-U.S. holder will generally not be subject to U.S. federal income tax on any gain realized on the receipt of merger consideration in exchange for shares of our common stock in the Merger unless:

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Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such non-U.S. holder were a U.S. holder. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on after-tax profits effectively connected with a U.S. trade or business to the extent that such after-tax profits are not reinvested and maintained in the business.

A non-U.S. holder described in the second bullet point above will generally be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of our common stock, which may be offset by U.S.-source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We may be a USRPHC, and if we are a USRPHC, gain arising from the sale or other taxable disposition of our common stock by a non-U.S. holder generally will not be subject to U.S. federal income tax if our common stock is “regularly traded on an established securities market,” as defined by applicable Treasury Regulations, and such non-U.S. holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition and the non-U.S. holder’s holding period. We believe that our Class A common stock is currently treated as regularly traded on an established securities market, but we cannot guarantee that our Class A common stock will continue to be treated as regularly traded on an established securities market through the closing of the Merger. If gain on the sale or other taxable disposition of shares of our common stock were subject to taxation under the third bullet point above, the non-U.S. holder would be subject to regular U.S. federal income tax with respect to such gain in generally the same manner as a United States person, and the non-U.S. holder would be required to file a U.S. tax return with respect to such gain. In addition, if shares of our common stock were not regularly traded on an established securities market, the acquirer of such common stock would generally be required to withhold and remit to the IRS 15% of the purchase price, which withholding would be creditable against any income tax liability described in the previous sentence and generally refundable to the extent in excess thereof. Non-U.S. holders should consult their advisors about the U.S. federal income tax consequences that could result from our status as a USRPHC and regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments made to non-U.S. holders in the Merger may be subject to information reporting to the IRS and backup withholding (currently at a rate of 24%). Non-U.S. holders generally can avoid information reporting and backup withholding by providing the paying agent with an applicable and properly executed IRS Form W-8BEN, W-8BEN-E, or W-8ECI (or successor form), as the case may be, certifying under penalties of perjury the holder’s non-U.S. status (and the payor or applicable withholding agent does not have actual knowledge or reason to know that the holder is a United States person as defined under the Code) or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the non-U.S. holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

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The discussion above of U.S. federal income tax consequences is not intended to constitute a complete description of all tax consequences relating to the Merger. This summary is for general information purposes only and is not tax or legal advice. Because individual circumstances may differ, each holder should consult their tax advisor regarding the applicability of the rules discussed above to the holder and the particular tax effects to the holder of the Merger in light of such holder’s particular circumstances, including the tax consequences arising under the U.S. federal estate or gift tax rules, or through the application of any state, local, or foreign tax laws.

Delisting and Deregistration of Our Class A Common Stock

If the Mergers are completed, our Class A common stock will no longer be traded on the NYSE and will be deregistered under the Exchange Act.

Guarantees and Remedies

In connection with the Merger Agreement and subject to the terms and limitations set forth in the guarantees, Parent has entered into guarantees with DigitalBridge and IFM GIF in our favor, pursuant to which DigitalBridge and IFM GIF have guaranteed their respective portions of Parent’s payment obligations with respect to the parent termination fee under the merger Agreement and certain collection costs related thereto (collectively, the “guaranteed obligation”) if and when due in accordance with the Merger Agreement, subject to an aggregate cap of $415.8 million for DigitalBridge and an aggregate cap of $277.2 million for IFM GIF for payment of the guaranteed obligations. The maximum aggregate liability of the guarantors under the guarantees will not exceed $693 million.

Each guarantee is irrevocable, and will not terminate until the earliest to occur of (i) the fulfillment of Parent and Parent Merger Sub’s respective obligations under the Merger Agreement to fund the merger consideration at the Effective Time, (ii) receipt by the Company of payment in full of the guaranteed obligation, (iii) the valid termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would not be obligated to make any payments with respect to any of the guaranteed obligation, (iv) 60 days following any valid termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would be obligated to make any payments with respect to any of the guaranteed obligations; provided that, in the case of clause (iv), if the Company has made a claim under an applicable guarantee prior to such date, then the earliest of (w) a final, non-appealable order resolving such claim determining that Parent does not have any liability to the Company that gives rise to the guaranteed obligation, (x) payment of the amounts due and owing in respect of the guaranteed obligation as determined in a final, non-appealable order resolving such claim and (y) a written agreement among the applicable guarantor and the Company terminating the obligations of such guarantor pursuant to the applicable guarantee). Notwithstanding the foregoing, in the event that the Company or any of its controlled affiliates, and any person claiming by, through or on behalf of any of them, asserts in any litigation or other proceeding that the provisions of the guarantee limiting the guarantor’s liability to the cap set forth therein or that the continuing guarantee and non-recourse provisions set forth in Section 8 or Section 9 of the applicable guarantee are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against any non-recourse party with respect to the applicable guarantee, the Merger Agreement or the equity commitment letter (collectively, the “Transaction Agreements”) or any other agreement or instrument delivered pursuant to such Transaction Agreements, or the transactions contemplated hereby or thereby, other than specified excluded claims asserted by the Company against the applicable guarantor or the non-recourse party(ies) against which such excluded claims may be asserted pursuant to the terms of the applicable guarantor, then (A) the obligations of the guarantor under or in connection with the applicable guarantee will terminate ab initio and be null and void, (B) if the guarantor has previously made any payments under the guarantee, it will be entitled to recover such payments, and (C) neither the guarantor nor any other non-recourse party will have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Company or any other person in any way under or in connection with any Transaction Agreement, any other agreement or instrument

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delivered pursuant to such Transaction Agreement, or the transactions contemplated by the guarantee or by the Transaction Agreements.

The Merger Agreement provides that the parties are entitled to specific performance, including specific performance of Parent’s and Parent Merger Sub’s obligations to consummate the Mergers. However, we, Company Merger Sub and Company Ltd. may only seek specific performance to require Parent or Parent Merger Sub to consummate the Mergers if certain conditions are met, including (1) Parent and Parent Merger Sub’s closing conditions under the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing or the failure of which to be satisfied is caused by a breach by Parent or Parent Merger Sub of their representations, warranties, covenants or agreements contained in the Merger Agreement) have been satisfied (or are capable of being satisfied at the closing) or (to the extent permissible under applicable law) waived, (2) the full amount of the initial mortgage loans (or alternative financing) contemplated in connection with the Merger Agreement has been funded or would be funded at closing if the equity financing contemplated by the equity commitment letters (the “Equity Financing”) in connection with the Merger Agreement were funded at the closing, (3) the Company has irrevocably confirmed in a written notice delivered to Parent that if specific performance is granted and the Equity Financing and the initial mortgage loans (or alternative financing) are funded, then the Company stands ready, willing and able to then consummate the transactions contemplated by the Merger Agreement on such date, (4) Parent and Parent Merger Sub have failed to complete the closing by the date the closing is required under the Merger Agreement and (5) the Merger Agreement has not been terminated. Under no circumstances will we be permitted or entitled to both a grant of specific performance causing the closing to occur or any monetary damages whatsoever, on the one hand, and payment of the parent termination fee, on the other hand.

Certain Effects of the Mergers

If the Company stockholder approval is obtained, the other conditions to the closing of the Merger are either satisfied or (to the extent permitted by law) waived and the Mergers are consummated, Parent Merger Sub will be merged with and into the Company and Company Merger Sub will be merged with and into Company Ltd., in each case upon the terms set forth in the Merger Agreement. As the Surviving Company in the Merger, the Company will continue to exist following the Merger as a direct, wholly owned subsidiary of Parent; as the Surviving Company Ltd., Company Ltd. will continue to exist following the Merger as a direct, wholly owned subsidiary of the Surviving Company.

At the Effective Time, each share of Class A common stock issued and outstanding immediately prior to the Effective Time (other than excluded shares) will be canceled and converted into the right to receive $34.25 in cash, without interest and less any applicable withholding taxes. Following the Merger, all of the Class A common stock will be beneficially owned by Parent, and none of the current holders of Class A common stock will, by virtue of the Merger, have any ownership interest in, or be a stockholder of, the Company, the Surviving Company. The Merger Agreement further provides that, at the Effective Time, each share of Class B common stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and will cease to exist, and each holder of Class B common stock will no longer have any rights with respect to these shares, subject to (1) the right of the holder of any related Company Ltd. Common Units, other than any Rollover Member with respect to its Rollover Units, to receive the merger consideration and (2) applicable law in the case of dissenting shares. As a result, the current holders of Class A common stock and Class B common stock will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Company. Following the Merger, Parent will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

For information regarding the effects of the Merger on the Company’s outstanding equity awards, please see the section entitled “— Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 67 and the section of this proxy statement entitled “The Merger Agreement — Treatment of Common Stock and Equity Awards” beginning on page 86.

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Shares of our Class A common stock are currently registered under the Exchange Act and listed on NYSE under the trading symbol “SWCH”. Following the consummation of the Merger, shares of our Class A common stock will no longer be traded on NYSE or any other public market. In addition, the registration of our Class A common stock under the Exchange Act is expected to be terminated, and, upon such termination, the Company will no longer be required to file periodic and other reports with the SEC with respect to the Class A common stock.

Effects on the Company if the Mergers Are Not Consummated

In the event that the Company stockholder approval is not obtained or if the Mergers are not consummated for any other reason, Switch stockholders will not receive any payment for their shares of common stock in connection with the Mergers. Instead, the Company will remain an independent public company, the Class A common stock will continue to be listed and traded on NYSE, the Class A common stock will continue to be registered under the Exchange Act and the Company’s stockholders will continue to own their shares of common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the common stock.

If the Mergers are not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your common stock, including the risk that the market price of Class A common stock may decline to the extent that the current market price of the Class A common stock reflects a market assumption that the Mergers will be consummated. If the Mergers are not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the Merger Agreement, under certain circumstances the Company is permitted to terminate the Merger Agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 111.

Under certain circumstances, if the Mergers are not consummated, the Company may be obligated to pay to Parent a $260 million termination fee. In certain other circumstances, if the Mergers are not consummated, Parent may be obligated to pay to the Company a $693 million termination fee. Please see the section of this proxy statement entitled “The Merger Agreement — Termination Fees” beginning on page 113.

Legal Proceedings Regarding the Mergers and the Transactions Contemplated Thereby

As of the filing of this proxy statement, four purported stockholders of the Company filed lawsuits relating to the Merger: Palkon v. Rob Roy et al., Case No. A-22-853216-B (Nev. Eight Jud. Dist. Ct., May 26, 2022) (“Palkon Action”), O’Dell v. Switch, Inc. et al., Civil Action No. 22-cv-5246 (S.D.N.Y June 22, 2022) (“O’Dell Action”), Bushansky v. Switch, Inc. et al., Civil Action No. 22-cv-5347 (S.D.N.Y June 24, 2022) (“Bushansky Action”), and Brown v. Switch, Inc. et al., Civil Action No. 22-cv-5360 (S.D.N.Y June 24, 2022) (“Brown Action”). The Palkon Action, O’Dell Action, Bushansky Action, and Brown Action collectively constitute the “Actions.” The Palkon Action names as defendants our board of directors, DigitalBridge, IFM Investors Pty Ltd and certain affiliates of the Company, DigitalBridge and IFM Investors Pty Ltd and alleges, among other things, that our board of directors breached their fiduciary duties in approving the Merger, and that DigitalBridge and IFM Investors Pty Ltd aided and abetted such breaches. The O’Dell Action, Bushansky Action, and Brown Action name as defendants the Company and our board of directors, and allege, among other things, that the preliminary Proxy Statement misstates or fails to disclose certain material information in violation of federal securities laws. The Actions seek, among other relief, an order enjoining the Merger or rescission if the Merger is consummated. The Company believes that the claims in the Actions are without merit and intends to vigorously defend against them.

Dissenters’ Rights

Under sections 92A.300 to 92A.500, inclusive, of the NMA, stockholders of a Nevada corporation may, subject to certain conditions, be entitled to dissent from a transaction and demand payment of the fair value of

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such stockholder’s shares in the event of certain corporate actions, including certain mergers. However, there is no such right of dissent for stockholders of a class or series of stock that is a “covered security” under section 18(b)(1)(A) or (B) of the Securities Act. The Class A common stock is listed on the New York Stock Exchange, a national securities exchange, and, consequently is a “covered security” within the meaning of Section 18(b)(1)(A) of the Securities Act. Therefore, the holders of Class A common stock do not have the right, under the NMA, to dissent from, or demand payment for their shares in connection with, the Merger.

Shares of Class B common stock issued and outstanding immediately prior to the Effective Time that are held by any stockholder entitled to demand, and who does properly and timely demand, pursuant to the NMA and a separate notice provided by the Company, payment for such shares (“dissenting shares”) will be treated in accordance with the NMA. At the Effective Time, all dissenting shares will be automatically cancelled and will cease to exist, and stockholders who properly exercised their dissenters’ rights will have the right to receive the fair value of the dissenting shares in accordance with the NMA. If any dissenting stockholder loses its status as a dissenter under the NMA, then as of the later of the Effective Time or the date this status was lost, such stockholder’s shares of Class B common stock will be converted into, or will have been deemed to have been converted into at the Effective Time, as applicable, the right to receive only the merger consideration (without interest thereon) with respect to that holder’s related Company Ltd. Common Units. For the avoidance of doubt, no dissenters’ or appraisal rights are available with respect to the Company Ltd. Common Units. A copy of the full text of NRS 92A.300 to 92A.500 is included as Annex C to this proxy statement and is incorporated herein by reference. The summary of dissenters’ rights set forth in this proxy statement is qualified in its entirety by reference to the full text of NRS 92A.300 to 92A.500. Failure to follow the procedures set forth in NRS 92A.300 to 92A.500 will result in the forfeiture of dissenter’s rights.

Any holder of Class B common stock who wishes to dissent must, before the vote is taken, deliver to Switch a statement of intent with respect to the Mergers and must not vote, or cause or permit to be voted, any of his or her shares of Class B common stock in favor of the Mergers.

Dividends

Under the terms of the Merger Agreement, subject to limited exceptions, we may declare or pay any regular cash dividends of up to $0.07 per share quarterly, with usual declaration, record and payment dates in accordance with past dividend practice, to the holders of our common stock during the term of the Merger Agreement without a reduction in the merger consideration to be paid to our stockholders.