UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6, 2018

PRESIDIO, INC.

(Exact name of Registrant as specified in its charter)

One Penn Plaza, Suite 2832, New York, New York 10119

(Address of principal executive offices)

Registrant’s telephone number: (212) 652-5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On September 6, 2018, Presidio, Inc. (the “Company”) entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with AP VIII Aegis Holdings, L.P. (“Aegis LP”), an affiliate of investment funds managed by affiliates of Apollo Global Management, LLC. Pursuant to the Stock Repurchase Agreement, the Company agreed to repurchase 10,750,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) from Aegis LP for aggregate consideration of approximately $160 million, representing a purchase price of $14.75 per share of Common Stock (the “Repurchase”).

To fund the Repurchase, the Company intends to use proceeds of $160 million of additional term loans under an incremental term loan B facility to be established pursuant to the Credit Agreement, dated as of February 2, 2015 (as amended and in effect from time to time), among Presidio LLC and Presidio Networked Solutions LLC, as borrowers, certain subsidiaries of the Company party thereto, the lenders and other parties party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent, subject to customary closing conditions (the “Financing”).

The Stock Repurchase Agreement, the Repurchase and the related transactions were approved by the Company’s board of directors (the “Board”) and a committee of independent directors.

The Repurchase, which is expected to close on September 13, 2018, is subject to certain customary closing conditions, including the receipt of net proceeds from the Financing. Following consummation of the Repurchase, Aegis LP will continue to own 47,050,000 shares of Common Stock, or 57% of the shares of Common Stock outstanding as of August 31, 2018.

A copy of the Stock Repurchase Agreement has been attached as Exhibit 10.1 hereto and incorporated herein by reference. The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

On September 6, 2018, the Company issued a press release announcing its financial results for its fourth quarter and fiscal year ended June 30, 2018. In the press release, the Company also announced that it would be holding a conference call, as well as a live webcast on the Company’s Investor Relations website at http://investors.presidio.com, on September 6, 2018 at 5:00 p.m. Eastern Time to discuss its financial results. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.

The Company has prepared presentation materials summarizing the adoption of the new revenue recognition accounting standard (Accounting Standards Codification Topic 606) (the “Presentation”) on the Company’s website at http://investors.presidio.com.

References to the Company’s website and/or other social media sites or platforms in this Current Report on Form 8-K and/or the Presentation, if any, do not incorporate by reference the information on any such websites, social media sites or platforms into this Current Report on Form 8-K and the Company disclaims any such incorporation by reference.

The Company is furnishing the information in Item 7.01 of this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the report (including Exhibit 99.1) that is required to be disclosed solely by Regulation FD.

On September 6, 2018, the Company issued a press release announcing the Repurchase, and that the Board has declared a quarterly cash dividend of $0.04 per share of Common Stock, payable on October 5, 2018, to stockholders of record as of September 26, 2018. A copy of the press release announcing the Repurchase and such dividend is attached hereto as Exhibit 99.2 and incorporated herein by reference.

(d)    Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 6, 2018

Exhibit 10.1

EXECUTION VERSION

STOCK REPURCHASE AGREEMENT

This Stock Repurchase Agreement (this “Agreement”) is made and entered into as of September 6, 2018, by and between Presidio, Inc., a Delaware corporation (the “Company”), and AP VIII Aegis Holdings, L.P., a Delaware limited partnership (the “Seller”).

RECITALS

WHEREAS, the Company desires to repurchase from the Seller, and the Seller desires to sell to the Company, a total of 10,750,000 shares of common stock, par value $0.01 per share, of the Company (the “Shares”) on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, the Company is permitted, pursuant to Sections 160 and 244 of the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”), to repurchase the Shares on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, after due consideration, a Special Committee of the Board of Directors of the Company (the “Special Committee”), which consists solely of members of the Board of Directors of the Company (the “Board”) who are independent of the Company and the Seller, has reviewed and approved the Repurchase Transaction (as hereinafter defined), and has reported such approval to the Board.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows.

1.    Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Company hereby agrees to purchase, and the Seller hereby agrees to sell to the Company the Shares for a purchase price of $14.75 per share (the “Per Share Price” and, the Per Share Price multiplied by the number of Shares, the “Purchase Price”), as provided herein (the “Repurchase Transaction”).

2.    Closing. Subject to the fulfillment (or, to the extent permitted by applicable law, waiver) of the conditions set forth in Section 5 hereof, the closing of the Repurchase Transaction (the “Closing”) shall occur at 10:00 a.m. New York City time on September 13, 2018 (or on the first business day after which the conditions set forth in Section 5 hereof are fulfilled or, to the extent permitted by applicable law, waived), or such other date as is mutually agreed in writing by the Company and the Seller. At the Closing, the following deliveries will be made and actions taken:

(a)    By the Company.

(b)    By the Seller. The Seller will deliver to the Company, in form reasonably acceptable to the Company, such documents, and will take such actions, as may be reasonably required in order to effect a transfer of the Shares on the books of Broadridge Corporate Issuer Solutions, Inc. from the Seller to the Company.

3.    Representations and Warranties of the Company. The Company hereby represents and warrants to the Seller as follows:

(a)    The Company is a corporation duly organized, validly existing and in good standing under the DGCL and has full legal right and corporate power and authority to enter into this Agreement and to consummate the transactions provided for herein.

(b)    The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby: (i) do not require, except as have been obtained prior to the date hereof, the consent, approval, authorization, order, registration or qualification of, or (except for filings pursuant to the Securities Exchange Act of 1934, or the rules and regulations promulgated with respect thereto (the “Exchange Act”) or filings required by NASDAQ Global Select Market) filing by the Company with, any governmental or regulatory authority, including any stock exchange or self-regulatory organization, or court, or body or arbitrator having jurisdiction over the Company or any of its subsidiaries; (ii) except as would not have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, do not and will not constitute or result in a breach, violation or default, or cause the acceleration or termination of any obligation or right of the Company, any of the Company’s subsidiaries or any other party thereto, under (A) any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or implied, to which the Company or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound, (B) the Company or any of its subsidiaries’ organizational documents or (C) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, including any stock exchange or self-regulatory organization, governmental authority, arbitrator, mediator or similar body; and (iii) will not result in the creation or imposition of any lien, security interest, encumbrance, claim or equitable or legal interest (other than in connection with the debt financing contemplated by the Debt Commitment Letter (as defined below)) upon any of the property or assets of the Company or any of its subsidiaries pursuant to any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or implied, to which the Company or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound.

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(c)    This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by the Seller, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity. This Agreement and the purchase of the Shares contemplated hereby have been approved by the unanimous approval of the Special Committee, each member of which is disinterested with respect to this Agreement and the transactions contemplated hereby (other than with respect to any ownership of equity securities of the Company), and the Board. The Company has duly taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby and all consents, approvals, authorizations and orders required for the Company’s execution and delivery of this Agreement and performance of the transactions contemplated hereby have been obtained and are in full force and effect.

(d)    The Company will have as of the Closing, subject to satisfaction of the condition in Section 5(d) hereof, access to legally available funds sufficient to consummate the transactions contemplated by this Agreement. The Repurchase Transaction will be effected in compliance with Section 160 of the DGCL.

(e)    There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened that questions the validity of this Agreement, or the right of the Company to enter into this Agreement or to consummate the transactions contemplated by this Agreement. There are presently no outstanding judgments, decrees or orders of any court or any governmental or administrative agency against the Company, which question the validity of this Agreement or the right of the Company to consummate the transactions contemplated by this Agreement.

(f)    Other than with respect to Houlihan Lokey Capital, Inc. as financial advisor to the Special Committee, and Citigroup Global Markets Inc. in connection with the debt financing contemplated by the Debt Commitment Letter, the Company has not incurred any obligation or liability, contingent or otherwise, for any brokerage or finder’s fee, agent’s commission or other similar payments in connection with the transactions contemplated by this Agreement.

4.    Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Company as follows:

(a)    The Seller has been duly formed and is existing as a limited partnership in good standing under the laws of the State of Delaware and has the power, authority and capacity to execute and deliver this Agreement, to perform the Seller’s obligations hereunder, and to consummate the transactions contemplated hereby.

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(b)    The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby: (i) do not require the consent, approval, authorization, order, registration or qualification of, or (except for filings pursuant to Section 16 or Regulation 13D under the Exchange Act) filing by the Seller with, any governmental authority or regulatory authority, including any stock exchange or self-regulatory organization, or court, or body or arbitrator having jurisdiction over the Seller and (ii) except as would not have a material adverse effect on the ability of the Seller to consummate the transactions contemplated by this Agreement, do not and will not constitute or result in a breach, violation or default, or cause the acceleration or termination of any obligation or right of the Seller or any other party thereto, under (A) any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or implied, to which the Seller is a party, (B) the Seller’s organizational documents or (C) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, including any stock exchange or self-regulatory organization, governmental authority, arbitrator, mediator or similar body.

(c)    This Agreement has been duly executed and delivered by the Seller and, assuming the due execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity. The Seller has duly taken all necessary limited partnership action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby and all consents, approvals, authorizations and orders required for the Seller’s execution and delivery of this Agreement and performance of the transactions contemplated hereby have been obtained and are in full force and effect.

(d)    The Seller is the sole record owner of the Shares. The Seller has good, valid and marketable title to the Shares free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim or rights of any third party whatsoever (except for restrictions pursuant to applicable federal and state securities laws), and has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of the Shares or its ownership or other rights in such Shares or (ii) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Shares. Following the Repurchase Transaction, and against payment made pursuant to this Agreement, good, valid and marketable title to the Shares, free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim (except for (x) restrictions pursuant to applicable federal and state securities laws and (y) agreements, equity or other claim or rights of holder of capital, profits and other interests pursuant to the Amended and Restated Limited Partnership Agreement of AP VIII Aegis Holdings, L.P., a Delaware limited partnership), will pass to the Company.

(e)    There is no action, suit, proceeding or investigation pending or, to the Seller’s knowledge, currently threatened that questions the validity of this Agreement, or the right of the Seller to enter into this Agreement or to consummate the transactions contemplated by this Agreement. There are presently no outstanding judgments, decrees or orders of any court or any governmental or administrative agency against the Seller which questions the validity of this Agreement or the right of the Seller to consummate the transactions contemplated by this Agreement.

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(f)    The Seller has not incurred any obligation or liability, contingent or otherwise, for any brokerage or finder’s fee, agent’s commission or other similar payments to any third party in connection with the transactions contemplated by this Agreement.

(g)    Seller has been furnished with such documents, materials and information as Seller deems necessary or appropriate for evaluating the financial condition of the Company, including information regarding the Repurchase Transaction, and has had the opportunity to ask questions of, and receive answers from, the officers of the Company, concerning the Company and the terms and conditions of the Repurchase Transaction. The Seller acknowledges and explicitly agrees that although it has received certain information from the Company as to its financial condition and other matters and the Repurchase Transaction, the Seller understands that the Shares may be worth more than the Purchase Price to be paid to the Seller.

5.    Conditions to Closing. The obligation of either party to proceed with the Closing is subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

(a)    The representations and warranties of the other party shall be true and correct in all respects as of the Closing.

(b)    The other party shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by such party on or before the Closing.

(c)    No government, court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, order or other legal restraint (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Repurchase Transaction illegal or otherwise prohibiting or preventing consummation of the Repurchase Transaction.

(d)    The Company shall have received, or substantially concurrently with Closing shall receive, net proceeds from the debt financing obtained on terms and conditions which are (i) consistent with the Commitment Letter, dated as of September 5, 2018 (the “Debt Commitment Letter”), after giving effect to any “market flex” terms set forth in the Debt Commitment Letter or fee letter executed in connection therewith or (ii) if the financing contemplated by the Debt Commitment Letter becomes unavailable, otherwise acceptable to the Special Committee and the Board, and in an aggregate amount sufficient to consummate the Repurchase Transaction.

6.    Termination. This Agreement may be terminated, and the terms and conditions set forth herein shall be of no further force or effect: (a) by mutual agreement in writing by the parties; or (b) by either party following October 5, 2018; provided that the Closing has not occurred by such date; provided, further that the right to terminate this Agreement under Section 6(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the substantial or primary cause of the failure of the Closing to occur on or before such date.

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7.    Covenant Against Transfer. The Seller covenants that, upon signing this Agreement, it will not take any action to transfer the Shares to any person, other than a controlled affiliate of the Seller, or otherwise take any action to subject the Shares to any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim or rights of others whatsoever.

8.    Further Assurances. Subject to the terms and conditions of this Agreement, each party will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement.

9.    Legal and Equitable Remedies. Each party acknowledges and agrees that the other party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Each party has the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights or remedies such party may have at law or in equity for breach of this Agreement.

10.    Fees and Expenses. Each party will pay its own legal and other fees in connection with the negotiation and preparation of this Agreement.

11.    Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Seller with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter. Each party acknowledges that neither the other party nor its agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement, and each party acknowledges that it has executed this Agreement in reliance only upon such promises as are contained herein.

12.    Modification. It is expressly agreed that this Agreement may not be altered, amended, modified or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by each of the parties to this Agreement.

13.    Severability. If any provision of this Agreement, or any part of any such provision, is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) such invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement and is separable from every other part of such provision.

14.    Governing Law. This Agreement will be governed by the laws of the State of Delaware without giving effect to conflict of laws principles.

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15.    Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile transmission and by electronic messaging system), each of which will be an original, but all of which together will constitute one instrument.

16.    Headings. The headings contained in this Agreement are included for purposes of convenience only, and do not affect the meaning or interpretation of this Agreement.

17.    Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier to the recipient. Such notices, demands and other communications shall be sent as follows:

(a)    If to the Company, to:

Presidio, Inc.

One Penn Plaza, Suite 2832

New York, New York 10119

Attention: Robert Cagnazzi

With a copy to (which shall not constitute notice):

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention: Gordon S. Moodie

(b)    If to the Seller, to:

AP VIII Aegis Holdings, L.P.

9 West 57th Street

New York, New York 10019

Attention: Laurie D. Medley

With a copy to (which shall not constitute notice):

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

Attention: Adam K. Weinstein

18.    Publicity. Each of the Seller and the Company agrees that it shall not, and that it shall cause its representatives not to, (a) publish, release or file any initial press release or other public statement or announcement relating to the transactions contemplated by this Agreement (an “Initial Press Release”) without providing such other party with a reasonable opportunity to review and comment on such release, statement or announcement and such party will consider any comments from the other party in good faith, and (b) after the date hereof, except as required by law, including the rules of any stock exchange or self-regulatory organization, or any court, governmental or regulatory authority, in each case having jurisdiction over such party or any of its subsidiaries, publish, release or file any future press release or other public statement or announcement relating to the transactions contemplated by this Agreement that is inconsistent with any such Initial Press Release.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Stock Repurchase Agreement as of the date first written above.

[Signature Page to Stock Repurchase Agreement]

Exhibit 99.1

One Penn Plaza, Suite 2832

New York, NY 10119

www.presidio.com

Presidio, Inc. Reports Fourth Quarter and Year-End Fiscal 2018 Results

Announces Record Quarterly Revenue

Continues Strong Cash Flow Generation

Announces Negotiated Share Repurchase and Quarterly Dividend

NEW YORK, NY, September 6, 2018 — Presidio, Inc. (NASDAQ: PSDO) (“Presidio”), a leading North American IT solutions provider delivering Digital Infrastructure, Cloud and Security solutions to create agile, secure infrastructure platforms for middle-market customers, today announced its financial results for its fiscal fourth quarter and fiscal year ended June 30, 2018.

“We are pleased to report record quarterly revenue in our fourth quarter of $766 million representing growth of 5% over the prior year. Our strong revenue performance was driven by customers consuming our high-value add services and establishing multi-year relationships with Presidio, driving a 26% increase in service revenue and strong growth in recurring revenue. We also continue to see strong growth in our backlog, which is up 16% over the prior year,” said Bob Cagnazzi, Chief Executive Officer of Presidio.

Cagnazzi continued, “During our fiscal 2018 year, we endeavored to create shareholder value through investing in our organic solutions set, executing on our tuck-in M&A strategy, deleveraging, and, importantly, taking capital structure actions to further bolster our strong free cash flow profile. During the fiscal year, we generated $123 million of free cash flow. We have always maintained that we will deploy our free cash flow to create value for our shareholders, and today, we are pleased to announce two initiatives to that end. First, we are pleased to announce a quarterly dividend program of $0.04 per share. Second, we have entered into an agreement to repurchase 10,750,000 shares from Apollo. We have tremendous conviction in our business, and this share repurchase enables us to use our strong cash flow to deliver EPS accretion of 7% on an annualized basis to our shareholders while still maintaining ample capacity for future M&A.”

Financial Highlights for the Fiscal Fourth Quarter Ended June 30, 2018

1

Financial Highlights for the Fiscal Year Ended June 30, 2018

Capital Resources and Other Financial Highlights

2

Dividend and Share Repurchase

The Company announced today that its Board of Directors has declared a quarterly cash dividend program of $0.04 per common share to be paid on October 5, 2018, to all stockholders of record as of close of business on September 26, 2018. Future dividends will be subject to Board of Director approval.

Additionally, a Special Independent Committee of the Company’s Board of Directors has approved the repurchase of 10,750,000 of its shares from funds affiliated with Apollo Global Management, LLC for approximately $160 million, including fees and transaction costs. The Company intends to finance the share repurchase through proceeds from borrowings of incremental term loans pursuant to our existing credit facility. At year end, on a pro forma basis including the share repurchase, total net debt was $809.6 million, representing 3.6x total net leverage. The transaction is expected to be 7% accretive to pro forma adjusted EPS on an annualized basis in our fiscal 2019 year, and reduces the amount of stock held by Apollo by 18.6%.

New Revenue Recognition Standard (ASC 606)

At the beginning of fiscal 2019, the Company adopted the Financial Accounting Standards Board new accounting standard for revenue recognition (“ASC 606”) using the full retrospective method. ASC 606 primarily results in a reduction to revenue related to transactions where we are deemed to be an agent resulting in net revenue recognition. We expect the impact of the adoption of this new standard to be as follows:

Business Outlook

The Company expects to achieve the following results for fiscal 2019:

The above forward-looking statements reflect Presidio’s expectations as of today’s date. Given the number of risk factors, uncertainties and assumptions discussed below, actual results may differ materially. Presidio does not intend to update its forward-looking statements until its next quarterly results announcement, other than in publicly available statements.

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About Non-GAAP and Pro Forma Financial Measures

Our management regularly monitors certain financial measures to track the progress of our business against internal goals and targets. In addition to financial information presented in accordance with GAAP, management uses Adjusted EBITDA, Adjusted Net Income, Pro Forma Adjusted Net Income, Pro Forma Diluted EPS and Free Cash Flow (collectively, “non-GAAP measures,” as further described below) in its evaluation of past performance and prospects for the future. These non-GAAP measures should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or revenue, as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. These non-GAAP measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of our operating results as reported under GAAP and they include adjustments for items that may occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other peer companies over time.

We also adjust certain historical data on a pro forma basis following certain significant transactions. Specifically, we have provided a calculation of Pro Forma Adjusted Net Income to adjust our reported results for the three months and fiscal year ended June 30, 2017 for:

The calculation of Pro Forma Adjusted Net Income for the three months and fiscal year ended June 30, 2018 includes adjustments for:

Pro Forma Adjusted Net Income is for illustrative and informational purposes and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the transactions occurred on the dates indicated. Pro Forma Adjusted Net Income should not be considered representative of our future financial condition or results of operations.

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Conference Call Information

We have scheduled a conference call for Thursday, September 6, 2018, at 5:00 p.m. Eastern Time to discuss our financial results for the fiscal fourth quarter and fiscal year ended June 30, 2018. Financial results will be released after the close of the U.S. financial markets on September 6, 2018.

Those wishing to participate via webcast should access the call through Presidio’s Investor Relations website at http://investors.presidio.com. Those wishing to participate via telephone may dial in at 1-877-407-4018 (USA) or 1-201-689-8471 (International). The conference call replay will be available via webcast through Presidio’s Investor Relations website. The telephone replay will be available from 8:00 p.m. Eastern Time on September 6, 2018, through September 13, 2018, by dialing 1-844-512-2921 (USA) or 1-412-317-6671 (International). The replay passcode will be 13681290.

About Presidio

Presidio is a leading North American IT solutions provider focused on Digital Infrastructure, Cloud and Security solutions to create agile, secure infrastructure platforms for middle-market customers. We deliver this technology expertise through a full life cycle model of professional, managed, and support services including strategy, consulting, implementation and design. By taking the time to deeply understand how our clients define success, we help them harness technology advances, simplify IT complexity and optimize their environments today while enabling future applications, user experiences, and revenue models. As of June 30, 2018, we serve approximately 8,000 middle-market, large, and government organizations across a diverse range of industries. Approximately 2,900 Presidio professionals, including more than 1,600 technical engineers, are based in 60+ offices across the United States in a unique, local delivery model combined with the national scale of a $2.8 billion dollar industry leader. We are passionate about driving results for our clients and delivering the highest quality of service in the industry. Presidio is controlled by funds affiliated with Apollo Global Management, LLC (NYSE:APO). For more information visit: www.presidio.com.

Source: Presidio, Inc.

Contact Information

Investor Relations Contact:

Ed Yuen

866-232-3762

[email protected]

Media Contact:

Dori White

Vice President of Corporate Marketing

212-324-4301

[email protected]

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release contains “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include statements relating to: future financial performance, business prospects and strategy, anticipated trends, prospects in the industries in which our businesses operate and other similar matters. These forward looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward looking statements for a variety of reasons, including, among others: risks and uncertainties related to the capital markets, changes in senior management at Presidio, changes in our relationship with our vendor partners, adverse changes in economic conditions, risks resulting from a decreased demand for Presidio’s information technology solutions, risks relating to rapid technological change in Presidio’s industry and risks relating to acquisitions or regulatory changes. Certain of these and other risks and uncertainties are discussed in Presidio’s filings with the Securities and Exchange Commission. Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward looking statements, which only reflect the views of our management as of the date of this press release. We do not undertake to update these forward-looking statements.

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Non-GAAP Reconciliations

The reconciliation of Net Income to Adjusted EBITDA for each of the periods presented is as follows:

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The reconciliation of Net Income to Adjusted Net Income and Pro Forma Adjusted Net Income for each of the periods presented is as follows:

The reconciliation of Pro Forma weighted-average shares - diluted and Pro Forma Diluted EPS from GAAP weighted-average shares for each of the periods presented is as follows:

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We define Free Cash Flow as our net cash provided by (used in) operating activities adjusted to include: (i) the impact of net borrowings (repayments) on the floor plan facility, (ii) the aggregate net cash impact of our leasing business and (iii) the purchases of property and equipment.

The following table presents the aggregate net cash impact of our leasing business for the three months and fiscal years ended June 30, 2017 and 2018 (in millions):

The following table presents a reconciliation of Free Cash Flow from net cash provided by (used in) operating activities for the three and twelve months ended June 30, 2017 and 2018 (in millions):

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PRESIDIO, INC.

Consolidated Balance Sheets

(in millions, except share data)

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PRESIDIO, INC.

Consolidated Statements of Operations

(in millions, except share and per-share data)

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PRESIDIO, INC.

Consolidated Statements of Cash Flows

(in millions)

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