1

Salient Transactions Major Indices & Exchange Rates

Interest Rates

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Blackstone and CPPIB Acquire Ascend Learning through a $2B+ LBO

• Ascend Learning provides educational content and software tools that

help test, assess and certify professionals in a variety of fields

• This deal underscores the private equity industry’s newfound attraction

to educational software, which is likely driven by its maturity

Harvest Partners Acquires PRO Unlimited through an LBO, with

Participation from Existing Investor Investcorp

• PRO Unlimited provides contingent workforce tracking and HR

management SaaS and managed services for businesses globally

• Harvest Partners acquired PRO Unlimited for its major growth potential

given the strong secular tailwinds and its leading market position

• Investcorp will re-invest in the company and continue to have a

significant minority stake with meaningful influence

Summit Partners Acquires a Majority Stake in PrismHR for $100M+

• PrismHR provides a web-based, comprehensive HR SaaS platform

primarily for PEOs and ASOs

• The investment helps propel delivery of additional software & services,

in addition to providing partial liquidity to existing investor Accel-KKR

Gee Group Acquires SNI Companies for $86M

• SNI Companies provides recruitment & staffing services for finance &

accounting, banking, administration, legal support, & technology roles

• The deal broadens Gee Group’s service offerings and geographic

footprint into Iowa, Louisiana, Minnesota, New Jersey, & Pennsylvania

EverFi Acquires Workplace Answers

• Workplace Answers provides subscription-based online governance,

risk & compliance (“GRC”) employee training courses and related SaaS

• The acquisition enables EverFi Network to become the largest learning

company from the classroom to the boardroom

SEB Administrative Services Acquires Health and Welfare

Administration Business from Aon Consulting

• Aon’s Admin business provides benefits administration services for

employees of clients in Canada

• The transaction aligns with SEB’s goal of driving meaningful growth

across the firm with innovative products, technologies and services that

automate clients' business processes and enhance business outcomes

bob Raises $17.5M Series B Funding Led by Battery Ventures

• bob provides an HR and benefits SaaS platform to transform the way

modern businesses understand, interact with, and manage talent

• The proceeds will be used to further develop the technology behind the

platform, increase sales capacity, and expand operations globally

Close as of

4/30/2017 1 Month 12 Month

Dow Jones Industrial Average 20,940.51 1.3% 17.8%

NYSE Composite Index 11,536.08 0.4% 10.5%

NASDAQ Composite Index 6,047.61 2.3% 26.6%

AMEX Composite Index 2,529.36 0.7% 7.2%

S&P 500 2,384.20 0.9% 15.4%

Russell 2000 Index 1,400.43 1.0% 23.8%

Euro / USD 0.9178 (1.9%) 5.1%

Japanese Yen / USD 111.4200 (0.1%) 4.3%

British Pound / USD 0.7727 (3.2%) 13.1%

% Change

As of

4/30/2017 1 Month 12 Month

U.S. Prime Rate 0.000% 0.00 (349.96)

U.S. Treasury - 10 years 2.282% (11.40) 46.10

ICE LIBOR - USD - 3 Month 1.172% 2.28 53.57

Federal Funds Overnight Rate 0.820% 1.00 53.00

Bps Change

HR Software and Services Update

2

HR Software and Services Headlines

04/25 Positive Impacts of Artificial Intelligence (“AI”) in Workplace: According to a report from Adecco, 48% of U.K.

employees think AI will positively benefit them by helping them to work more flexibly, and another 65% of employees

believe that, overall, technology has actually increased the number of jobs available to them. For the world as a whole,

the majority also believe that advances in technology will continue to create more jobs than it destroys over the next

decade (54%) (Staffing Industry Analysts, 04/25/17).

04/24 Evolving Enterprise HR Systems Strategies in Asia-Pacific (“APAC”) Region: Over 40% of APAC employers and

50% of India-based employers plan to improve or develop a new enterprise HR systems strategy this year, according

to Sierra Cedar’s HR Tech Landscape Study for Asia. Corporates have seen a significant rise in their HR technology

budgets, with 56% of APAC organizations planning to increase spend in this segment. Like others, the APAC market

is seeing increased adoption of cloud-based HR systems; while only 18% of employers have a cloud-based human

resource management system (“HRMS”) today, 33% plan to have one in the next year (MoneyControl, 04/24/17).

04/24 Growth of SaaS and Hybrid Solutions in HR: The HR technology model landscape has evolved in recent years on

the back of a range of service models, including HR analytics and cloud-based offerings such as SaaS. ISG’s

projections see the number of HR SaaS and hybrid solutions continuing to grow in the years to come. By 2018, SaaS

solutions are set to represent 27% of the HR software market, at the expense of licensed & on-premise software’s

market share, while hybrid systems are project to account for an additional 18% of market share. SaaS is expected to

hit 32% of HR software market share in 2020, with hybrid systems accounting for 21% (Consultancy.uk, 04/24/17).

04/20 Digitization Driving Evolution of HR Tech Industry: As organizations increasingly move towards digitization, the

HR Tech industry has emerged as a whopping $400 billion industry, according to Josh Bersin of Deloitte Consulting.

Every company that has employees uses technology to pay, hire, train and do a bunch of other things. This is a rapidly

evolving and disruptive market comprising hundreds of solutions providers, including very large companies. With

technology evolving rapidly, HR professionals also need to be constantly educated about emerging technologies and

need to focus on tools that ensure good 'employee experience' and their well being (The Times Of India, 04/20/17).

04/20 U.S. Healthcare Staffing Market Forecast: The healthcare staffing market in the U.S. is expected to grow to $28.3

billion by 2021, representing a 13.7% CAGR between 2015 and 2021, according to Wiseguy Reports. The growing

demand for nurses in hospital and community services in a primary growth driver; the U.S. Bureau of Labor Statistics

and the US Department of Labor pegs U.S. nurse employment to increase from 2.86 million in 2012 to 3.44 million by

2022. Also, increasing demand for a home healthcare workforce, such as dieticians, nurses, nutritionists, therapists

and home-care aides, among others, will help drive demand for temporary healthcare staffing (medGadget, 04/20/17).

04/19 Global Workforce Management (“WFM”) Market Forecast: The global WFM market is anticipated to grow from an

estimated $5.3 billion in 2016 to ~$10.1 billion by 2023, representing a 9.6% CAGR for the period, according to a

report by Research and Markets. The major boosting factors of the market are rising adoption of WFM by small- and

medium-sized businesses (“SMB”) and businesses leaning towards HR analytics. In years past, a relatively small

number of SMBs leveraged the cloud for their WFM initiatives, and even less of them actually took benefit of it. Today,

almost 50% of SMBs use mobile devices to access data stored in the cloud (Business Wire, 04/19/17).

3

HR Software and Services Headlines (continued)

04/19 Global Talent Management Software Market Forecast: The global talent management software market is expected

to reach $24.0 billion by 2025, according to Grand View Research. The talent management software industry is

anticipated to undergo a series of changes owing to various factors, such as the rise of freelancing and contract work,

as well as a globalized workforce. However, the most pertinent factor is the advent of new software and technologies,

such as Big Data analytics, not to mention its critical role in AI and machine learning. Mobile platforms have also

revolutionized key talent management stages, including recruitment, learning and training (PR Newswire, 04/19/17).

04/17 Global Workforce Analytics Market Forecast: The global workforce analytics market hit $439.4 million in 2015, and

is expected to reach $1.3 billion by 2022, representing a 16.7% CAGR for the period. Workforce analytics is a

combination of software and methodology that implements statistical models to employee-related data. The driving

factor for the workforce analytics market is competition within the business which leads to better business

development. Other factors, such as a huge requirement for skilled workforce, changing work dynamics, BYOD trend,

and implementing of consumer-type applications in the workplace are impelling market growth (Miltech, 04/17/17).

04/13 U.S. Staffing Market Forecast: The U.S. staffing market grew 3% in 2016, according to Staffing Industry Analysts.

Both the 2016 estimates and 2017 forecasts are downgrades from previous predictions of 4%, as staffing trends

weakened in the latter half of 2016 despite the slight improvement in GDP, which is generally a positive economic

indicator. Temporary staffing is predicted to grow 3% in 2018 to $126.8 billion. However, with a stronger recovery

projected for place & search, the overall staffing market is likely to achieve 4% growth to reach $146.6 billion (Staffing

Industry Analysts, 04/13/17).

04/12 SmartRecruiters Announces Recruiting AI: SmartRecruiters announced its Recruiting AI functionality which, as

part of the company’s modern talent acquisition suite, uses artificial intelligence to process enormous volumes of

recruiting data and then interpret that data to detect patterns that help recruiters make better decisions. Recruiting AI

applies data science to detect patterns and provide intelligent recommendations to hiring teams. In practice, this

means companies can now use AI and machine learning technologies to discover, screen and score candidates,

making the entire process more efficient (Yahoo! Finance, 04/12/17).

04/07 Global Learning Management Systems (“LMS”) Market Forecast: Global LMS revenue was estimated at ~$5.2

billion in 2016 and is expected to reach approximately $19.1 billion in 2022, representing a ~24% CAGR for the period,

according to Zion Market Research. The ongoing need for cost-effective and efficient continuous learning is a key

growth driver of the LMS market. However, lack of integration and degree of customization are hampering the

market’s growth. Nonetheless, employing cloud technology will result in the opportunity to drive long-run LMS demand

(Miltech, 04/07/17).

04/04 Global Payroll Outsourcing Market Forecast: The global payroll outsourcing market is expected to grow at a 4.4%

CAGR between 2016 and 2020, according to Research and Markets. Payroll outsourcing is the fastest-growing

segment of the global human resource outsourcing (“HRO”) market. Organizations are rapidly adopting payroll

services to achieve cost reduction. They either outsource a single process or the entire function to drive organizational

efficiencies, as managing payroll in-house involves significant costs. In fact, organizations that maintain an in-house

team spend 20% more than organizations that outsource the same functions (Green Mountain Outlook, 04/04/17).

(5%)

0%

5%

10%

15%

20%

25%

30%

35%

40%

30-Apr-16 30-Jun-16 31-Aug-16 31-Oct-16 31-Dec-16 28-Feb-17 30-Apr-17

S&P 500 Index Dow Jones Industrial NASDAQ Composite Russell 2000

Inde

xed

Pric

e (%

)

17.8%

23.8%

15.4%

26.6%

(20%)

(10%)

0%

10%

20%

30%

40%

50%

60%

30-Apr-16 30-Jun-16 31-Aug-16 31-Oct-16 31-Dec-16 28-Feb-17 30-Apr-17S&P 500 Index HCM Technology HR Outsourcing HR Staffing & ServicesIT Staffing HR Benefits & Risk Consulting SaaS

Inde

xed

Pric

e (%

)

5.8%

23.2%

38.9%

47.7%

15.4%15.7%19.9%

4

Source: Capital IQ HCM Technology: WDAY, ULTI, ASX:SEK, PAYC, CSOD, PCTY, CALD, BNFT, HSTM, DHX, TSX:HGN, CNXR

HR Outsourcing: ADP, AON, WLTW, PAYX, HRB, BOVESPA:QUAL3, WAGE, TNET, NSP, CBZ, BBSI

HR Staffing & Services: TSE:6098, SWX:ADEN, ENXTAM:RAND, MAN, TMH, RHI, LSE:HAS, AMN, LSE:PAGE, KFY, TBI, ENXTPA:CEN, KELY.A, AIM:IPEL, CCRN, RECN, HSII

IT Staffing: ASGN, KFRC, AMEX:VISI, CDI

HR Benefits & Risk Consulting: MMC, AJG, LSE:JLT, TSX:MSI

SaaS: CRM, NOW, GWRE, RP, LOGM, BOX, HUBS, NEWR, RNG, SPSC, MB, APPF, TNGO

HR Sector Indices vs. S&P 500 (12 Month Relative Share Price Returns as of April 30, 2017)

Market-Indexed Prices (12 Month Indexed Prices as of April 30, 2017)

Index 1 Month 12 Month

S&P 500 Index 0.9% 15.4%

Dow Jones Industrial 1.3% 17.8%

NASDAQ Composite 2.3% 26.6%

Russell 2000 1.0% 23.8%

Index 1 Month 12 Month

S&P 500 Index 0.9% 15.4%

HCM Technology 2.4% 5.8%

HR Outsourcing 4.7% 38.9%

HR Staffing & Services 1.0% 23.2%

IT Staffing (2.2%) 15.7%

HR Benefits & Risk Consulting (0.8%) 19.9%

SaaS 7.5% 47.7%

Industry Fundamentals

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

11.0x

30-Apr-16 30-Jun-16 31-Aug-16 31-Oct-16 31-Dec-16 28-Feb-17 30-Apr-17

HCM Technology HR Outsourcing HR Staffing & Services

IT Staffing HR Benefits & Risk Consulting SaaS

Ent

erpr

ise

Val

ue /

Rev

enue

5.0x

0.7x

3.0x

7.5x

2.5x

0.5x

0.0x

5.0x

10.0x

15.0x

20.0x

25.0x

30.0x

35.0x

40.0x

45.0x

50.0x

30-Apr-16 30-Jun-16 31-Aug-16 31-Oct-16 31-Dec-16 28-Feb-17 30-Apr-17HCM Technology HR Outsourcing HR Staffing & Services

IT Staffing HR Benefits & Risk Consulting SaaS

Ent

erpr

ise

Val

ue/E

BIT

DA

15.9x

10.0x

15.5x

30.4x

13.9x

11.2x

5

Relative Valuation (12 Month EV / EBITDA Valuations as of April 30, 2017)

Relative Valuation (12 Month EV / Revenue Valuations as of April 30, 2017)

Index Averages 1 Month 12 Month

HCM Technology 15.1x 13.8x

HR Outsourcing 15.1x 14.0x

HR Staffing & Services 9.8x 8.8x

IT Staffing 10.9x 9.7x

HR Benefits & Risk Consulting 14.0x 13.2x

SaaS 27.7x 30.1x

Index Averages 1 Month 12 Month

HCM Technology 4.9x 5.0x

HR Outsourcing 3.0x 2.8x

HR Staffing & Services 0.7x 0.7x

IT Staffing 0.5x 0.5x

HR Benefits & Risk Consulting 2.5x 2.3x

SaaS 7.3x 6.3x

Source: Capital IQ; Note: EV/Revenue and EV/EBITDA multiples higher than 20.0x and 50.0x, respectively, are excluded from aggregate calculations HCM Technology: WDAY, ULTI, ASX:SEK, PAYC, CSOD, PCTY, CALD, BNFT, HSTM, DHX, TSX:HGN, CNXR

HR Outsourcing: ADP, AON, WLTW, PAYX, HRB, BOVESPA:QUAL3, WAGE, TNET, NSP, CBZ, BBSI

HR Staffing & Services: TSE:6098, SWX:ADEN, ENXTAM:RAND, MAN, TMH, RHI, LSE:HAS, AMN, LSE:PAGE, KFY, TBI, ENXTPA:CEN, KELY.A, AIM:IPEL, CCRN, RECN, HSII

IT Staffing: ASGN, KFRC, AMEX:VISI, CDI

HR Benefits & Risk Consulting: MMC, AJG, LSE:JLT, TSX:MSI

SaaS: CRM, NOW, GWRE, RP, BOX, HUBS, NEWR, RNG, SPSC, MB, APPF, TNGO

Note: LOGM has been temporarily excluded due to the acquisition of Citrix’s GoTo Family of Products, which closed on 1/31/2017

Industry Fundamentals (continued)

6

Source: Capital IQ; Note: EV/EBITDA multiples higher than 50.0x are excluded from aggregate calculations and are marked as ‘NM’ HCM Technology: WDAY, ULTI, ASX:SEK, PAYC, CSOD, PCTY, CALD, BNFT, HSTM, DHX, TSX:HGN, CNXR

HR Outsourcing: ADP, AON, WLTW, PAYX, HRB, BOVESPA:QUAL3, WAGE, TNET, NSP, CBZ, BBSI

HR Staffing & Services: TSE:6098, SWX:ADEN, ENXTAM:RAND, MAN, TMH, RHI, LSE:HAS, AMN, LSE:PAGE, KFY, TBI, ENXTPA:CEN, KELY.A, AIM:IPEL, CCRN, RECN, HSII

HR Software and Services Public Trading Statistics (As of April 30, 2017)

($ in millions except stock price) EV as a multiple of LTM

Current 52 Week % of 52 Market Enterprise LTM LTM NTM Total Rev

Company Price High Week High Cap Value Revenue EBITDA % Margin Revenue EBITDA Revenue EBITDA Growth

HCM Technology

Workday, Inc. $87.40 $93.35 93.6% $17,991 $16,528 $1,569 ($274) NM 10.5x NM 8.2x NM 35.0%

The Ultimate Software Group, Inc. 202.67 224.07 90.4% 6,267 6,191 823 63 7.7% 7.5x NM 6.1x 24.6x 24.6%

SEEK Limited 12.73 12.82 99.3% 4,415 4,984 703 242 34.4% 7.1x 20.6x 6.2x 16.2x 1.3%

Paycom Software, Inc. 60.25 61.20 98.4% 3,583 3,553 359 79 22.1% 9.9x 44.8x 8.4x 31.0x 38.1%

Cornerstone OnDemand, Inc. 39.28 47.75 82.3% 2,225 2,162 435 (41) NM 5.0x NM 4.5x 41.7x 19.3%

Paylocity Holding Corporation 39.44 49.65 79.4% 2,029 1,946 264 7 2.7% 7.4x NM 5.9x 41.1x 40.8%

Callidus Software Inc. 21.05 21.55 97.7% 1,365 1,181 207 (7) NM 5.7x NM 4.8x 39.2x 19.4%

Benefitfocus, Inc. 31.50 44.98 70.0% 978 1,029 243 (13) NM 4.2x NM 3.7x NM 23.0%

HealthStream, Inc. 27.79 29.80 93.3% 885 770 232 22 9.3% 3.3x 35.6x 3.0x 20.2x 7.3%

Zhaopin Limited 17.95 18.36 97.8% 1,001 681 245 52 21.2% 2.8x 13.1x 2.4x NA 22.1%

DHI Group, Inc. 3.85 8.43 45.7% 194 256 221 47 21.1% 1.2x 5.5x 1.2x 5.0x (13.1%)

Halogen Software Inc. 9.12 9.57 95.3% 195 159 72 6 8.8% 2.2x 25.0x 2.0x 16.7x 10.0%

Connecture, Inc. 0.85 3.24 26.4% 19 98 82 (14) NM 1.2x NM 1.3x NM (14.6%)

Mean 82.3% $3,041 15.9% 5.2x 24.1x 4.4x 26.2x 16.4%

Median 93.3% $1,181 15.2% 5.0x 22.8x 4.5x 24.6x 19.4%

HR Outsourcing

Automatic Data Processing, Inc. $104.49 $105.68 98.9% $46,906 $46,162 $12,213 $2,735 22.4% 3.8x 16.9x 3.6x 16.9x 6.5%

Aon plc 119.84 121.05 99.0% 31,470 37,093 11,605 2,393 20.6% 3.2x 15.5x 3.8x 15.7x (0.5%)

Willis Towers Watson Public Limited Co. 132.62 133.46 99.4% 17,963 21,127 7,778 1,489 19.1% 2.7x 14.2x 2.6x 11.2x 4.2%

Paychex, Inc. 59.28 63.03 94.1% 21,296 20,948 3,107 1,338 43.1% 6.7x 15.7x 6.4x 14.7x 7.5%

The Sage Group plc 8.67 10.45 83.0% 9,368 9,773 2,160 602 27.9% 4.5x 16.2x 4.2x 14.7x 23.0%

H&R Block, Inc. 24.79 24.95 99.4% 5,136 7,508 3,006 821 27.3% 2.5x 9.1x 2.5x 9.1x (1.2%)

WageWorks, Inc. 73.80 80.50 91.7% 2,737 2,308 365 64 17.6% 6.3x 35.9x 4.8x 16.5x 9.1%

TriNet Group, Inc. 29.40 30.41 96.7% 2,015 2,290 647 176 27.2% 3.5x 13.0x 3.2x 11.2x 18.2%

Qualicorp S.A. 7.09 7.40 95.8% 1,979 2,033 604 217 35.9% 3.4x 9.4x 3.0x 7.5x 13.5%

Insperity, Inc. 91.35 93.65 97.5% 1,918 1,735 492 120 24.5% 3.5x 14.4x 3.1x 10.6x 12.3%

CBIZ, Inc. 15.75 15.85 99.4% 855 1,066 817 92 11.3% 1.3x 11.5x 1.2x 10.3x 7.4%

Barrett Business Services, Inc. 57.66 66.93 86.1% 418 366 841 32 3.8% 0.4x 11.4x NA NA 13.5%

Mean 95.1% $12,701 23.4% 3.5x 15.3x 3.5x 12.6x 9.5%

Median 97.1% $4,908 23.4% 3.4x 14.3x 3.2x 11.2x 8.3%

HR Staffing & Services

Recruit Holdings Co.,Ltd. $50.53 $53.40 94.6% $28,138 $27,331 $14,989 $1,945 13.0% 1.8x 14.1x 1.5x 12.0x 16.4%

Adecco Group AG 74.30 76.26 97.4% 12,653 13,611 23,971 1,242 5.2% 0.6x 11.0x 0.5x 9.7x 3.2%

Randstad Holding NV 59.61 63.64 93.7% 10,923 12,154 23,032 1,048 4.6% 0.5x 11.6x 0.5x 9.4x 10.5%

ManpowerGroup Inc. 100.98 106.99 94.4% 6,830 7,026 19,824 845 4.3% 0.4x 8.3x 0.3x 8.0x 2.3%

Robert Half International Inc. 46.05 50.98 90.3% 5,858 5,599 5,235 610 11.6% 1.1x 9.2x 1.1x 9.1x 0.8%

Hays plc 2.22 2.28 97.1% 3,196 3,134 5,768 379 6.6% 0.5x 8.3x 0.5x 10.2x 17.5%

AMN Healthcare Services, Inc. 40.85 44.99 90.8% 1,955 2,307 1,902 221 11.6% 1.2x 10.4x 1.1x 9.0x 30.0%

PageGroup plc 6.47 6.52 99.2% 2,018 1,897 1,477 136 9.2% 1.3x 13.9x 1.1x 11.5x 12.3%

Korn/Ferry International 32.40 33.14 97.8% 1,852 1,760 1,559 197 12.6% 1.1x 8.9x 1.1x 7.3x 34.0%

TrueBlue, Inc. 27.35 27.95 97.9% 1,131 1,234 2,673 143 5.3% 0.5x 8.7x 0.5x 9.3x (3.4%)

Groupe CRIT SA 83.95 86.28 97.3% 932 982 2,265 131 5.8% 0.4x 7.5x 0.4x 6.4x 10.6%

Kelly Services, Inc. 22.32 23.61 94.5% 853 823 5,277 88 1.7% 0.2x 9.4x 0.2x 8.5x (4.4%)

Impellam Group PLC 10.21 10.55 96.8% 514 637 2,642 66 2.5% 0.2x 9.6x 0.2x 7.0x 20.4%

Cross Country Healthcare, Inc. 13.97 16.38 85.3% 506 573 834 41 5.0% 0.7x 13.9x 0.6x 11.9x 8.6%

Resources Connection, Inc. 13.90 19.80 70.2% 412 416 587 46 7.9% 0.7x 9.0x 0.7x 9.8x (1.3%)

Heidrick & Struggles International, Inc. 21.50 27.10 79.3% 403 360 592 57 9.6% 0.6x 6.3x 0.6x 6.5x 8.4%

Mean $37.91 $40.62 92.3% $4,886 $4,990 $7,039 $450 7.3% 0.7x 10.0x 0.7x 9.1x 10.4%

Median $29.88 $30.55 94.6% $1,903 $1,829 $2,658 $170 6.2% 0.6x 9.3x 0.6x 9.2x 9.6%

7

Source: Capital IQ; Note: EV/EBITDA multiples higher than 50.0x are excluded from aggregate calculations and are marked as ‘NM’ IT Staffing: ASGN, KFRC, AMEX:VISI, CDI

HR Benefits & Risk Consulting: MMC, AJG, LSE:JLT, TSX:MSI

SaaS: CRM, NOW, GWRE, RP, LOGM, BOX, HUBS, NEWR, RNG, SPSC, MB, APPF, TNGO

HR Software and Services Public Trading Statistics (As of April 30, 2017) (continued)

($ in millions except stock price) EV as a multiple of LTM

Current 52 Week % of 52 Market Enterprise LTM LTM NTM Total Rev

Company Price High Week High Cap Value Revenue EBITDA % Margin Revenue EBITDA Revenue EBITDA Growth

IT Staffing

On Assignment, Inc. $51.77 $53.80 96.2% $2,733 $3,326 $2,485 $259 10.4% 1.3x 12.8x 1.2x 10.3x 12.1%

Kforce Inc. 22.70 26.95 84.2% 570 685 1,331 73 5.5% 0.5x 9.4x 0.5x 8.9x 0.2%

Volt Information Sciences, Inc. 6.45 8.75 73.8% 135 209 1,321 9 0.7% 0.2x 22.2x 0.2x 16.8x (8.3%)

CDI Corp. 8.15 9.65 84.5% 152 149 864 (6) NM 0.2x NM NA NA (12.3%)

Mean $22.27 $24.79 84.7% $898 $1,092 $1,500 $84 5.5% 0.5x 14.8x 0.6x 12.0x (2.1%)

Median $15.43 $18.30 84.3% $361 $447 $1,326 $41 5.5% 0.3x 12.8x 0.5x 10.3x (4.1%)

HR Benefits & Risk Consulting

Marsh & McLennan Companies, Inc. $74.13 $75.52 98.2% $38,115 $43,163 $13,378 $3,187 23.8% 3.2x 13.5x 3.1x 12.4x 2.8%

Arthur J. Gallagher & Co. 55.81 57.82 96.5% 10,019 12,464 5,650 881 15.6% 2.2x 14.1x 2.0x 11.4x 5.2%

Jardine Lloyd Thompson Group plc 14.20 15.02 94.5% 2,996 3,517 1,557 255 16.4% 2.3x 13.8x 2.0x 9.7x 9.2%

Morneau Shepell Inc. 14.73 15.08 97.7% 785 969 441 68 15.4% 2.2x 14.3x 2.1x 11.0x 4.4%

Mean $39.72 $40.86 96.7% $12,979 $15,028 $5,256 $1,098 17.8% 2.5x 13.9x 2.3x 11.1x 5.4%

Median $35.27 $36.45 97.1% $6,508 $7,990 $3,604 $568 16.0% 2.2x 14.0x 2.1x 11.2x 4.8%

SaaS

Salesforce.com, inc. $86.12 $86.42 99.7% $61,260 $61,761 $8,392 $505 6.0% 7.4x NM 6.1x 28.6x 25.9%

ServiceNow, Inc. 94.48 96.92 97.5% 16,050 15,591 1,501 (49) NM 10.4x NM 7.8x 34.8x 36.6%

LogMeIn, Inc. 113.00 113.85 99.3% 5,953 5,787 NM NM NM NM NM 5.8x 17.0x NM

Guidewire Software, Inc. 61.49 64.00 96.1% 4,547 3,964 450 19 4.3% 8.8x NM 7.5x 46.2x 13.6%

RealPage, Inc. 37.05 37.65 98.4% 3,063 3,081 568 81 14.3% 5.4x 37.8x 4.6x 18.7x 21.3%

HubSpot, Inc. 67.05 67.30 99.6% 2,453 2,339 294 (36) NM 7.9x NM 6.6x NM 45.1%

RingCentral, Inc. 31.95 32.25 99.1% 2,396 2,246 405 (12) NM 5.5x NM 4.3x NM 27.6%

Box, Inc. 17.24 18.36 93.9% 2,286 2,185 399 (115) NM 5.5x NM 4.3x NM 31.7%

New Relic, Inc. 39.98 40.70 98.2% 2,110 1,915 243 (54) NM 7.9x NM 5.9x NM 49.6%

MINDBODY, Inc. 28.35 28.75 98.6% 1,162 1,091 139 (14) NM 7.8x NM 6.0x NM 37.1%

AppFolio, Inc. 26.55 28.00 94.8% 897 871 106 (5) NM 8.2x NM 6.3x NM 40.8%

SPS Commerce, Inc. 55.26 74.85 73.8% 950 796 200 21 10.5% 4.0x 37.8x 3.5x 24.5x 19.4%

Tangoe, Inc. 6.42 10.39 61.8% 253 222 219 10 4.4% 1.0x 23.0x 1.0x 10.4x 5.7%

Mean $51.15 $53.80 93.1% $7,952 $7,834 $1,076 $29 7.9% 6.7x 32.9x 5.4x 25.8x 29.5%

Median $39.98 $40.70 98.2% $2,396 $2,246 $346 ($8) 6.0% 7.6x 37.8x 5.9x 24.5x 29.6%

8

Source: Company Filings, Press Releases, Thomson Reuters, Capital IQ, Analyst Reports Note: The monthly transaction chart excludes mega-deals, including the $78.2B Time Warner - Charter Communications deal closed in May 2016

Global Technology Annual Transactions Count and Volumes (Last Nine Years as of December 31, 2016)

Commentary

Global Technology Monthly Transactions Count and Volumes (Last One Year as of March 31, 2017)

Global announced transaction value in Software and Services M&A fell to $44.6 billion in March 2017, from a high of $97.9 billion

in October 2016. The total number of M&A transactions fell 4.6% year-on-year to 544 from 570 transactions in March 2016,

though M&A transaction volume increased by 131.3% to $44.6 billion. The total number of private placement deals (823) was

higher than the number of M&A deals (544) this month. Global M&A transaction volume rose to a record high in 2016, to $550.1

billion, marking a 42.4% increase year-on-year. The year 2016 also recorded the highest number of M&A transactions in history;

the total number of M&A deals rose year-on-year by 2.4% to 6,364, while the total number of private placement deals fell to 9,959,

marking a fall of 0.4%. Improving economic conditions in the U.S., low interest rates, and strong cash balances among technology

firms indicate a bright outlook for Q2 2017

Global Technology Sector M&A and Private Placement Update (As of March 31, 2017)

570536

500

616

520475

529500

518 569 589508

544

848

751

813

981

750

858

946

795765

832 812

683

823

$19.3 $24.7 $43.1

$76.8

$77.8

$45.8

$31.1

$97.9

$36.9

$54.4

$25.5$16.8

$44.6

$0

$20

$40

$60

$80

$100

$120

$140

$160

0

200

400

600

800

1,000

1,200

Ma

r-1

6

Apr-

16

Ma

y-16

Jun-1

6

Jul-1

6

Aug

-16

Sep

-16

Oct-

16

Nov-1

6

Dec-1

6

Jan-1

7

Fe

b-1

7

Ma

r-1

7

M&

A T

ran

sactio

n V

olu

me

($ in

billio

ns)

Co

un

t o

f T

ran

sacti

on

s

Merger/Acquisition Private Placement M&A Transaction Volume

4,942

3,752

4,991 5,343 5,225 4,991

5,780 6,215

6,364

3,976 4,118

5,493

6,815 7,350

7,977

8,989

9,998 9,959

$246.4$198.4

$221.4

$270.9$232.5 $252.5

$360.3$386.3

$550.1

$0

$100

$200

$300

$400

$500

$600

$700

$800

0

2,000

4,000

6,000

8,000

10,000

12,000

2008 2009 2010 2011 2012 2013 2014 2015 2016

M&

A T

ran

sactio

n V

olu

me

($ in

billio

ns)

Co

un

t o

f T

ran

sacti

on

s

Merger/Acquisition Private Placement M&A Transaction Volume

9

Source: Company Filings, Press Releases, Capital IQ, Research Reports

Select Recently Announced M&A Transactions (As of April 30, 2017)

($ in millio ns)

Announced Acquirer Target Target Business Description

Enterprise

Value

EV /

Revenue

EV /

EBITDA

4/24/2017 Summit Partners LLP; Accel-KKR LLC PrismHRProvides a w eb-based HR SaaS platform spanning payroll, benefits, back off ice, HR

administration, onboarding, benefits enrollment, and self-service for PEOs & ASOsNA NA NA

4/20/2017 Private Investor Clarity, LLCProvides contract and direct-hire recruiting services, specializing in off ice support

rolesNA NA NA

4/20/2017 Private Investor Dp Connect LimitedProvides recruitment services and offers placement, employment, staff ing and other

related servicesNA NA NA

4/20/2017 EverFi Inc. Workplace Answ ers LLCProvides subscription-based online governance, risk & compliance (GRC) employee

training courses and related compliance training SaaSNA NA NA

4/18/2017 The Consultants Consortium, Inc. Vertex Solutions Group LLC and Triple ImpactProvides employee assessment, training and learning management softw are &

consulting-led learning solutions for businesses and the public sectorNA NA NA

4/18/2017 Launch Consulting LearnBIGProvides video-based corporate eLearning course and UI development services,

and offers proprietary security aw areness & leadership courses, for businessesNA NA NA

4/18/2017 Frontline Technologies Group LLC Teachers-Teachers.com, Inc.Provides an online job search and classif ieds w ebsite for teachers and

professionals in the K-12 education industry in the U.S.NA NA NA

4/18/2017 Platform Partners, LLC Beneplace Inc.Provides comprehensive voluntary benefits brokerage solutions and employee

savings programs to Fortune 1000 companies and government agenciesNA NA NA

4/17/2017 Sterling Risk Advisors, Inc. Seacrest Partners, Inc.Provides property and casualty, and employee benefit brokerage and consulting

servicesNA NA NA

4/14/2017The Blackstone Group L.P.; Canada Pension

Plan Investment Board (dba: CPPIB)Ascend Learning, LLC

Provides technology-based educational content and softw are tools spanning the

learning continuum for students, educational institutions, and employers$2,000.0 NA NA

4/13/2017 Info Edge (India) Limited AmbitionBox Private LimitedHelps people w ith their job interview preparation and provides access to in-depth

information about companiesNA NA NA

4/12/2017 eLearning Brothers, LLC Media 1 Interactive, Inc.Provides custom training services, as w ell as learning and development consulting

services that help organizations revamp and refine their internal training practicesNA NA NA

4/10/2017 RSC Insurance Brokerage, Inc. Mosse & Mosse Insurance Associates, LLCProvides corporate benefits and retirement plan consulting services for private and

public businesses, as w ell as governments, in the U.S.NA NA NA

4/7/2017 Harvest Partners, LP; Investcorp Bank B.S.C. PRO Unlimited, Inc.Provides contingent w orkforce tracking and HR management SaaS and managed

services for businesses globallyNA NA NA

4/5/2017 Smile Henkilostopalvelut Oy Pasianssi OyProvides management consulting, coaching and training services including

personnel training, management team training, leadership coaching and staff trainingNA NA NA

4/5/2017 Bucher & Christian Consulting, Inc. entero LLC Provides contract staff ing and IT and f inancial recruitment consulting services NA NA NA

4/5/2017 Gel Groupe SA Groupe PLANETTProvides temporary and f ixed-term contract staff ing services, as w ell as permanent

placement recruitment servicesNA NA NA

4/4/2017 Private Investor iedex Pty LtdProvides survey technology that enables 360-degree performance feedback and

staff developmentNA NA NA

4/4/2017 Transcender LLC SelfTest Softw are, Inc.Provides certif ication preparation, skill assessment, and learning services for IT

professionalsNA NA NA

4/4/2017 GP Strategies Corporation Emantras Inc.Provides a mobile-based learning platform that serves the learning ecosystem by

supporting enterprises, trainers and educational institutions NA NA NA

4/4/2017 Private Investor InfoGroup Northw est, Inc. (nka:IGNW)Provides IT staff ing services along w ith IT consulting services across softw are

development, project management, and systems integrationNA NA NA

4/3/2017Multiples Alternate Asset Management Pvt.

Ltd.PeopleStrong

Provides HR softw are and outsourcing services spanning payroll, recruitment,

benefits management, and compliance in IndiaNA NA NA

4/3/2017 Yoh Services LLC Embedded Resource Group, IncProvides IT staff ing, consulting, contracting and softw are development services for

businessesNA NA NA

4/3/2017 BG Staff ing, LLC Zycron, Inc. Provides IT staff ing and consulting services, outsourcing and project management 23.0 0.6x NA

4/3/2017 Renovo Capital, LLC Global HR Research, LLCProvides pre-employment screening & background check services and SaaS, as

w ell as drug testing and f ingerprinting services30.0 NA NA

4/3/2017 Gee Group Inc. SNI Companies Inc.Provides recruitment and staff ing services in the areas of accounting, f inance,

banking, administration, legal support, and technology86.0 0.8x NA

4/3/2017 HUB International Limited Heritage Corporate Benefits, LLCProvides employee health benefit consulting and brokerage services to companies

and their employees throughout the U.S.NA NA NA

4/3/2017 SEB Administrative Services Inc.Aon Consulting, Inc., Mid-Market Health And

Welfare Benefits Administration BusinessProvides benefits administration services for corporate employees NA NA NA

4/3/2017 ABILITY Netw ork Inc. ShiftHound, Inc.Provides w orkforce and revenue cycle management SaaS, specif ically shift

schedule management, for healthcare SMBsNA NA NA

4/3/2017 Learnlight Group SLTraining Express SL and Communicaid Group

LimitedProvides language and skills training services to employees across the globe NA NA NA

3/31/2017Oaktree Capital Management, L.P.;

Cornerstone Partners Sp. z o.oIT Kontrakt Sp. z o.o.

Provides IT staff ing and recruiting services spanning staff augmentation, custom

softw are solutions, and managed services for blue-chip multinational clients 39.8 NA NA

3/30/2017 Equiom Group Solid Japan KKProvides a comprehensive suite of advisory services, outsourced accounting and

payroll services, and related other servicesNA NA NA

3/29/2017 CorTech, LLC Caliper, Inc. Provides industrial and clerical staff ing services NA NA NA

3/29/2017 Ixonos Plc Interquest Group PLCProvides contract and permanent IT recruitment services in the U.K. and U.S., and

focuses on analytics, BI, cybersecurity, IoT, and other high-tech areasNA NA NA

3/29/2017 Ringier Axel Springer Media AG CV Keskus ASProvides a job board, as w ell as an application system and personal search

services, for candidates and employers in Estonia, Latvia, Lithuania and HungaryNA NA NA

10

Source: Company Filings, Press Releases, Capital IQ, Research Reports

($ in millio ns)

Announced Company Name Country Amount

Financing Type

/ Round (if VC) Business Description Participated Investors in Current Round

4/25/2017 hibob Inc. (dba: bob) U.K. $17.5 Series BProvides an HR and benefits SaaS platform to transform the w ay modern

businesses understand, interact w ith, and manage talent

Arbor Ventures, Battery Ventures, Bessemer Venture

Partners, Eight Roads Ventures, Fidelity International

4/18/2017 Count It Labs, Inc. U.S. Undisclosed UndisclosedProvides a f itness-focused social media platform that offers rew ard

programs to employeesUndisclosed

4/13/2017 W2 Global Data Solutions U.K. Undisclosed Series AProvides instant online screening tools and services for candidate

background checks and customer due diligence checks

Finance Wales ,Mercia Technologies , Thorium Technology

Investors

4/12/2017 Qualtrics, LLC U.S. 180.0 Series CProvides a cloud-based enterprise data collection & analysis platform to

survey and manage employees, markets and customersAccel; Insight Venture Partners LLC; Sequoia Capital

4/11/2017 FleetUp, Inc. U.S. 5.0 UndisclosedProvides a f leet management tool to provide service and distribution

companies w ith unprecedented insight into their operationsHumax Company

4/11/2017 Beamery Ltd U.K. 5.0 Series AProvides an artif icial intelligence-enabled candidate relationship

management and recruitment marketing platform

Index Ventures; Edenred Capital Partners; Localglobe; GP

Ventures, Ltd

4/10/2017Career Employment Professionals,

LLCU.S. Undisclosed Undisclosed

Provides staff ing services, staff ing solutions, back off ice, and customized

staff ingAmzak Capital Management

4/5/2017 Mobilehead Holding GmbH Germany Undisclosed UndisclosedProvides online job-matching platforms that specialize in specif ic

professionsUndisclosed

4/3/2017Eruditus Executive Education Pvt.

Ltd.India 8.2 Series B

Provides high-quality executive education programs to corporations and

participants across the globeBertelsmann India Investments

3/31/2017 Adhunter Ltd U.K. 86.4 UndisclosedProvides an online search engine for job advertisements, aggregates and

semantically analyzes millions of advertisements in the U.K. Passion Capital

3/30/2017The Canadian Bioceutical

CorporationCanada 20.3 Undisclosed

Provides staff ing and management services intended to offer full service

institutional administrative servicesUndisclosed

3/30/2017PeopleStrong HR Services Pvt.

Ltd.India 61.8 Undisclosed Provides multi-process HR outsourcing and technology solutions Multiples Alternate Asset Management Private Limited

3/30/2017 Decisely Insurance Services, Inc. U.S. 60.0 UndisclosedProvides technology-enabled HR services spanning benefits brokerage &

management, payroll, & employee management for small businesses

Tw o Sigma Investments, LP; Edgew ood Partners

Insurance Center, Inc.

3/29/2017 FirstJob Inc. U.S. 11.5 Series AProvides an online recruitment platform intended to facilitate the process of

job searches at entry levelsUndisclosed

3/29/2017 higi SH llc U.S. Undisclosed Series BProvides an online platform that enables to track and understand health

and w ellness information

Sandbox Industries Inc.; Blue Cross and Blue Shield

Association, Endow ment Arm

3/28/2017 MasterClass U.S. 35.0 Series DProvides an online education platform designed to offer video-based

vocational courses

Advancit Capital, Bloomberg Beta, GSV Ventures, IVP,

Javelin Venture Partners

3/27/2017 Peakon ApS Denmark 6.6 UndisclosedProvides a real-time people analytics dashboard that helps users to

improve employee engagement and retention aspectsIDInvest Partners SA; Sunstone Capital A/S; EQT Ventures

3/23/2017 Evisors Inc. U.S. Undisclosed UndisclosedProvides an online career advice platform designed to democratize

careers by connecting as many job-seekers and alumniUndisclosed

3/23/2017 WayUp, Inc. U.S. 18.5 Series BProvides an online job marketplace designed to connect students and

recent grads w ith job and internship opportunities

Trinity Ventures; Index Ventures; General Catalyst

Partners; Axel Springer Venture GmbH

3/22/2017 Teamable Inc. U.S. 5.3 Series AProvides a digital platform focused on the aspects of recruitment in various

companiesRanch Ventures, SaaStr, Structure Capital, True Ventures

3/21/2017 Ascentis Corporation U.S. Undisclosed UndisclosedProvides cloud-based human resource management SaaS, as w ell as

online payroll and human capital management services Summit Partners LLP

3/21/2017 Jellyvision U.S. 20.0 Series CProvides a cloud-based human resource SaaS platform designed to help

employees to make informed benefits enrollment decisionsUpdata Partners

3/21/2017 Randrr U.S. 7.8 SeedProvides a people-focused career insights platform to help them to make

smart career choices and discover jobs & career pathsUndisclosed

3/20/2017 SynchSource, Inc. (dba: SyncHR) U.S. 14.4 Series A1Provides cloud-based HCM softw are that centralizes HR data and

simplif ies & automates HR, benefits & payroll processesBoulder Ventures; Undisclosed

3/17/2017 Employee Relations Associates U.S. Undisclosed UndisclosedProvides recruitment services, including f lexible contract staff ing and

executive and professional placement servicesBoathouse Capital, Spring Capital Partners

3/15/2017 Candidate.Guru, Inc. U.S. Undisclosed UndisclosedProvides cloud-based predictive analytics and machine learning

technology to curate massive talent pools

Florida Institute for the Commercialization of Public

Research, Endow ment Arm

3/14/2017 TalentBridge Holdings, LLC U.S. Undisclosed UndisclosedProvides recruitment services that include f lexible contract staff ing, as

w ell as executive & professional placements Boathouse Capital, Spring Capital Partners

3/14/2017 K2 Partnering Solutions Ltd. U.K. Undisclosed UndisclosedProvides IT staff ing services spanning enterprise cloud and on-premise,

big data, enterprise mobility, cyber-security, IoT and AI technologies Inflexion Private Equity Partners LLP

3/13/2017One Source Technology, LLC

(dba: Asurint)U.S. Undisclosed Undisclosed

Provides cloud-based background screening SaaS covering criminal & non-

criminal, as w ell as verif ications, drug testing and f ingerprintingNorth Bridge Grow th Equity

3/10/2017 randrr Inc. U.S. Undisclosed UndisclosedDevelops career insights platform created to help people to make smart

career choicesUndisclosed

3/9/2017 QuestionPro U.S. Undisclosed SeedPlans to provide an online survey platform that analyzes customer and

employee satisfactionMicrosoft Accelerator

3/9/2017 ShiftPixy, Inc. U.S. 5.0 UndisclosedProvides a scheduling and recruiting platform that streamlines the

contingent shift w orker hiring processUndisclosed

3/7/2017 Job Today S.A.Luxembour

g35.0 Undisclosed

Provides a mobile job search platform, helping people f ind relevant jobs by

matching their skills and qualif ications w ith openings

Atresmedia Corporación de Medios de Comunicación;

Mediengruppe RTL Deutschland; GMPVC German Media

3/6/2017 Skillsoniq U.S. Undisclosed UndisclosedProvides an adaptive learning platform offering courses & tests that

measure analytical, graphical, general aw areness, and agility skillsEdugild

Select Recently Announced Financings (As of April 30, 2017)

11

Source: Company Filings, Press Releases, Capital IQ, Research Reports

Filing Date Closed Date Issuer Ticker Type Securities Offered

Offer Size

('000) Offer Price

Deal Value

($ in millions)

Market Value

($ in millions)

EV /

Revenue

EV /

EBITDA

12/5/2016 12/6/2016 Asure Softw are, Inc. ASUR Follow -on Common Stock 1.70 $8.00 $13.6 $88.8 3.0x 24.0x

11/25/2016 12/9/2016 Horizontal Softw are SA ALHSW IPO Common Stock 0.58 10.75 6.2 15.4 3.6x NM

9/8/2016 9/8/2016 TransUnion TRU Follow -on Common Stock 16.00 32.82 525.1 6,119.2 5.2x 15.9x

8/24/2016 9/15/2016 Recruit Holdings Co.,Ltd. 6098 Follow -on Common Stock 57.48 37.06 2,130.4 22,763.6 1.2x 9.6x

8/15/2016 9/6/2016 Smartgroup Corporation Ltd SIQ Follow -on Common Stock 1.91 5.37 10.2 662.2 8.2x 22.1x

7/25/2016 7/26/2016 Smartgroup Corporation Ltd SIQ Follow -on Common Stock 7.65 5.26 40.3 589.0 8.0x 21.7x

7/5/2016 7/14/2016 SingAsia Holdings Limited 8293 IPO Common Stock 62.50 0.13 8.1 42.2 2.0x 16.4x

5/26/2016 5/27/2016 BG Staff ing, Inc. BGSF Follow -on Common Stock 1.19 14.00 15.1 133.5 0.6x 7.0x

5/23/2016 6/26/2016 CAREER CO., LTD. 6198 IPO Common Stock 0.50 19.05 9.4 69.4 0.7x 2.8x

11/19/2015 12/2/2015 Openjobmetis S.p.A. OJM IPO Common Stock 5.00 6.98 34.9 105.4 0.3x 12.8x

11/12/2015 11/12/2015 Paycom Softw are, Inc. PAYC Follow -on Common Stock 189.68 42.15 189.7 1,732.1 12.1x NM

11/10/2015 11/18/2015 Zebra Strategic Holdings Limited 8260 Follow -on Common Stock 66.50 0.15 10.1 138.3 4.6x NM

11/10/2015 12/22/2015 IBI Group Inc. IBG Follow -on Common Stock 4.45 1.15 5.1 67.1 0.7x 6.2x

11/5/2015 11/9/2015 NetDimensions (Holdings) Ltd NETD Follow -on Common Stock 12.00 0.91 10.9 39.0 1.8x NM

11/3/2015 11/25/2015 Axcelasia Inc. 42U IPO Common Stock 47.52 0.18 8.5 18.3 5.4x 13.4x

10/13/2015 10/13/2015 Empresaria Group plc EMR Follow -on Common Stock 5.10 1.14 5.1 61.1 0.3x 6.0x

10/9/2015 11/12/2015 Instructure, Inc. INST IPO Common Stock 5.06 16.00 70.4 406.1 6.0x NM

9/15/2015 9/15/2015 Paycom Softw are, Inc. PAYC Follow -on Common Stock 170.78 37.95 170.8 1,732.1 12.0x NM

9/14/2015 9/24/2015 Paylocity Holding Corporation PCTY Follow -on Common Stock 111.27 29.75 111.3 1,395.7 9.3x NM

7/31/2015 7/31/2015 Learning Technologies Group plc LTG Follow -on Common Stock 11.73 0.33 11.7 218.4 4.8x 45.8x

7/27/2015 8/6/2015 Benefitfocus, Inc. BNFT Follow -on Common Stock 73.50 36.75 73.5 749.9 6.3x NM

7/10/2015 7/22/2015 General Employment Enterprises Inc. JOB Follow -on Common Stock 7.84 0.70 7.8 42.7 0.2x 10.8x

6/19/2015 6/22/2015 Mattioli Woods PLC MTW Follow -on Common Stock 29.43 7.75 29.4 202.8 3.2x 15.3x

5/18/2015 5/21/2015 Healthstream Inc. HSTM Follow -on Common Stock 90.01 26.75 90.0 675.0 4.4x 25.7x

5/14/2015 5/15/2015 Paycom Softw are, Inc. PAYC Follow -on Common Stock 290.00 36.25 290.0 2,059.9 12.5x NM

5/7/2015 6/17/2015 Fitbit Inc. FIT IPO Common Stock 731.50 20.00 731.5 7,148.8 4.1x 16.7x

4/27/2015 4/27/2015 Freelancer Limited FLN Follow -on Common Stock 7.86 0.79 7.9 383.0 16.4x NM

4/3/2015 4/16/2015 Professional Diversity Netw ork LLC IPDN Follow -on Common Stock 5.01 3.00 5.0 43.8 3.3x NM

2/23/2015 3/30/2015 AWF Group Limited AWF Follow -on Common Stock 10.50 1.58 10.5 56.8 0.5x 7.7x

1/26/2015 1/30/2015 CTPartners Executive Search Inc. CTP Follow -on Common Stock 5.00 3.44 5.0 27.1 0.3x 3.0x

1/20/2015 1/22/2015 The Advisory Board Company ABCO Follow -on Common Stock 202.10 43.00 202.1 1,849.0 2.9x 30.2x

12/23/2014 1/14/2015 Paycom Softw are, Inc. PAYC Follow -on Common Stock 125.66 22.50 125.7 1,359.9 8.9x NM

12/18/2014 12/18/2014 Ideagen PLC IDEA Follow -on Common Stock 27.41 0.53 27.4 99.2 4.2x 21.5x

11/21/2014 12/11/2014 Paylocity Holding Corporation PCTY Follow -on Common Stock 120.75 26.25 120.8 1,313.5 10.6x NM

Select Recently Announced Equity Offerings (As of April 30, 2017)

12

Source: Company Filings, Press Releases, Capital IQ, Research Reports

Closed Date Issuer Ticker

Amount

($ in millions) Type Security Coupon (%) Maturity Structure

Issuance

Price Yield Spread

Rating

Moody's S&P

4/20/2017 Tempo $500.0 144A Sr. Notes 6.750% 1-Jun-25 NC3 100.000% 6.750% 498 bp Caa1 CCC+

4/6/2017 USI Holdings Corp 615.0 144A Sr. Notes 6.875% 1-May-25 NC3 100.000% 6.875% 461 bp Caa2 CCC+

1/12/2017 Team Health Inc TMH 865.0 144A Sr. Notes 6.380% 1-Feb-25 NC3 100.000% 6.380% NA Caa1 CCC+

10/15/2016 JDA Softw are Group Inc 350.0 144A Sr. Notes 7.380% 15-Oct-24 NC3 100.000% 7.380% 583 bp B2 CCC+

($ in millions)

Closed Date Borrower Ticker Total Facility Revolver

Term

Loan Security

Tenor

(Months) Spread

Rating

Moody's

Rating

S&P Purpose Sponsor

3/28/2017 American Cybersystems $90.0 $50.0 $40.0 36 225 bp NR NR General Purpose

2/23/2017 On Assignment Inc ASGN 856.0 - 856.0 Secured NA 225 bp NR NR General Purpose

2/6/2017 Team Health Holdings LLC TMH 4,165.0 400.0 3,765.0 12 588 bp NR NR Leveraged Buyout Blackstone Group LP

1/13/2017 Team Health Holdings LLC TMH 2,750.0 - 2,750.0 Secured 84 275 bp B1 B Leveraged Buyout

12/30/2016 Benefit Advisors Netw ork LLC 323.9 30.9 293.0 72 550 bp NR NR Leveraged Buyout

12/29/2016 Hodges-Mace 70.0 10.0 60.0 60 450 bp NR NR Recapitalization

12/12/2016 MSX International, Inc. 417.9 75.0 348.8 Secured NA 550 bp NR NR Leveraged Buyout

11/4/2016 Gattaca PLC GATC 131.4 131.4 - Secured 47 NA NR NR General Purpose

10/31/2016 All Systems Holding LLC 215.0 - 215.0 Secured 84 400 bp NR NR Sponsored Buyout

10/31/2016 Takagi Kogyo Co Ltd 30.7 27.3 3.4 12 NA NR NR General Purpose

10/21/2016 Kronos Inc 3,300.0 - 3,300.0 Secured NA 825 bp Caa2 CCC Dividend Recapitalization Blackstone Group LP, GIC Private Ltd, Hellman &

Friedman Capital Partners, JMI Equity

10/6/2016 JDA Softw are Inc 1,375.0 125.0 1,250.0 Secured 84 350 bp NR B Leveraged Buyout Blackstone Group LP, New Mountain Capital LLC

10/5/2016 IDA Mode Business 4.8 - 4.8 11 NA NR NR Working capital

9/30/2016 Integrity Staff ing Solutions Inc 300.0 300.0 - Secured 60 NA NR NR General Purpose

9/29/2016 TMF Group Holding BV 841.6 101.0 740.6 Secured 84 400 bp B2 B General Purpose Doughty Hanson & Co

9/19/2016 Personal & Informatik AG [P&I] 519.5 16.8 502.8 Secured NA NA NR NR Sponsored Buyout Permira Funds

9/14/2016 TMF Group Holding BV 843.7 101.2 742.4 Secured 84 450 bp B2 B General Purpose Doughty Hanson & Co

7/29/2016 Outsourcing Inc TSE:2427 120.5 - 120.5 Secured 60 250 bp NR NR Acquisition

6/30/2016 Recruit Holdings Co Ltd TSE:6098 1,614.0 - 1,614.0 85 NA NR NR Acquisition

6/22/2016 Cross Country Healthcare CCRN 140.0 100.0 40.0 60 225 bp NR NR General Purpose

6/16/2016 salesforce.com inc CRM 500.0 - 500.0 36 175 bp NR NR Takeover

6/15/2016 Automatic Data Processing ADP 7,000.0 7,000.0 - 12 NA NR NR General Purpose

6/15/2016 Korn Ferry International KFY 400.0 125.0 275.0 60 175 bp NR NR General Purpose

3/18/2016 SEEK Asia Ltd 158.8 36.0 122.8 Secured 48 NA NR NR General Purpose

3/12/2016 Toyow ork Corp 4.4 4.4 - 12 NA NR NR Working capital

12/31/2015 EMP Management Group Ltd 175.0 10.0 165.0 61 NA NR NR General Purpose Welsh Carson Anderson & Stow e

Select Recently Closed Leveraged Loans (As of April 30, 2017)

Select Recently Closed High Yield (As of April 30, 2017)

13

Source: Capital IQ, Company Websites

Note: Bold denotes planned attendance by Pacific Crest Securities HR Software and Services team member

Denotes Bank Holiday Denotes Event

June

S M T W R F S

1 2 3

4 5 6 7 8 9 10

11 12 13 14 15 16 17

18 19 20 21 22 23 24

25 26 27 28 29 30

Upcoming Events

May

S M T W R F S

1 2 3 4 5 6

7 8 9 10 11 12 13

14 15 16 17 18 19 20

21 22 23 24 25 26 27

28 29 30 31

Upcoming Industry Conferences

Dates Event Location Additional Resources

Jun 18 - Jun 21 SHRM 2017 Annual Conference & Exposition Ernest N Morial Convention Center - New Orleans, LA Link to Conference Website

Jun 24 - Jun 25 2017 Strategic Talent Acquisition Conference The Seaport Boston World Trade Center - Boston, MA Link to Conference Website

Jul 24 - Jul 25 2017 Employee Engagement Conference Fairmount San Francisco - San Francisco, CA Link to Conference Website

Sep 06 - Sep 08 NAPEO's 2017 Annual Conference and Marketplace JW Marriott Orlando Grande Lakes - Orlando, FL Link to Conference Website

Sep 11 - Sep 12 CWS Summit North America 2017 Omni Dallas Hotel - Dallas, TX Link to Conference Website

Sep 13 - Sep 15 2017 Ohio HR Conference Kalahari Resort - Sandusky, OH Link to Conference Website

Sep 17 - Sep 19 NAPBS - 2017 Annual Conference Orlando, FL Link to Conference Website

Sep 18 - Sep 20 ebn Benefits Forum & Expo Boca Raton Resort & Club - Boca Raton, FL Link to Conference Website

Sep 18 - Sep 20 2017 Learning and Leadership Development Conference Chicago Marriott Downtown Magnificent Mile - Chicago, IL Link to Conference Website

Oct 01 - Oct 04 HR Southwest Conference Fort Worth Convention Center - Fort Worth, TX Link to Conference Website

Oct 10 - Oct 13 HR Technology Conference 2017 The Venetian, Las Vegas Link to Conference Website

Oct 16 - Oct 18 ERE Recruiting Conference - Fall 2017 Minneapolis, MN Link to Conference Website

Oct 16 - Oct 18 SourceCon Fall 2017 Minneapolis, MN Link to Conference Website

Oct 24 - Oct 26 2017 Human Capital Summit Scottsdale, AZ Link to Conference Website

Nov 13 - Nov 15 Healthcare Staffing Summit The Fairmont - Dallas, TX Link to Conference Website

Nov 28 - Nov 29 HCMG 2017 Alexandria, VA Link to Conference Website

Dec 06 - Dec 08 26th National Workers' Compensation and Disability Conference Mandalay Bay - Las Vegas, NV Link to Conference Website

Feb 26 - Mar 01 SAP HR2018 Bellagio Hotel- Las Vegas, NV Link to Conference Website

Mar 05 - Mar 09 HIMSS18 Annual Conference and Exhibition 3355 Las Vegas Blvd S - Las Vegas, NV Link to Conference Website

Upcoming Company Events

Date Time Company Event Location / Dial-in and Pass code Additional Resources

May 04 2:00 AM Callidus Software Inc. Earnings Call Phone: (866) 324-2828 ; Passcode: 4841883 Investor Relations

May 04 2:00 AM MINDBODY, Inc. Earnings Call Phone: (844) 494-0191 ; Passcode: 3214620 Investor Relations

May 04 6:30 PM Willis Towers Watson Public Limited Company Earnings Call Phone: (404) 537-3406 ; Passcode: 10013029 Investor Relations

May 08 2:30 AM j2 Global, Inc. Earnings Call Phone: (877) 407-8029 Investor Relations

May 09 6:00 PM Aon plc Earnings Call Webcast Investor Relations

May 09 2:30 AM New Relic, Inc. Earnings Call Phone: (877) 201-0168; Passcode: 4180427 Investor Relations

May 09 2:30 PM Adecco Group AG Earnings Call Phobe: (440) 203-059-58-62 Investor Relations

May 10 2:30 AM Jive Software, Inc. Earnings Call Phone: (1-844) 492-3729 Investor Relations

14

Corporate and Investment Bank focused on the middle market

Full-services capabilities:

- Equity Capital Markets - Sales & Trading

- Leveraged Finance - Mergers & Acquisitions

- Debt Capital Markets - Financial Sponsor Coverage

Over 800 bankers in 21 U.S. offices: Albany, Atlanta, Boston,

Charlotte, Chicago, Cincinnati, Cleveland, Columbus, Dallas,

Denver, Houston, Indianapolis, Los Angeles, Nashville, New York,

Philadelphia, Portland, Salt Lake City, San Francisco, Seattle and

Syracuse

Bankers organized by industry focus and transaction expertise

Over 90 senior and associate equity research analysts, tracking

more than 775 companies across four major industry sectors

Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., member

NYSE/FINRA/SIPC (“KBCMI”), and KeyBank National Association (“KeyBank N.A.”), are marketed. Pacific Crest Securities is a division of KBCMI. Securities products and services are offered by

KeyBanc Capital Markets Inc.and its licensed securities representatives, who may also be employees of KeyBank N.A.. Banking products and services are offered by KeyBank N.A..

This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it

should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities.

This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.

KeyCorp Overview KeyBanc Capital Markets

For additional information about Pacific Crest Securities’ Technology Services Practice, contact:

HR Software and Services Team

Recent HR Software and Services Transactions

Dev Navare Segment Lead

Boston, MA

617-385-6225

dnavare@key.com

Niket Gandhi Vice President

Boston, MA

617-385-6231

niket.gandhi@key.com

Chris Headrick Managing Director

San Francisco, CA

415-486-3410

cheadrick@key.com

Brett Deware Associate

Boston, MA

617-385-6247

brett.deware@key.com

March 2015

Sell-Side Advisor

has divested

to

January 2015

Documentation Agent

$125,000,000 Credit Facility

October 2014

Senior Co-Manager

$143,750,000 Convertible Senior Notes

September 2014

Placement Agent

received growth equity

investment from

July 2014

Joint Bookrunner

$650,000,000 Credit Facilities

April 2014

Co-Manager

$114,626,250 Initial Public Offering

October 2014

Joint Bookrunner

$190,000,000 Credit Facilities

December 2015

Financial Advisor

has acquired

December 2015

Sell-Side Advisor

has been acquired by

November 2015

Joint Bookrunner

$250,000,000 Credit Facility

September 2015

Co-Manager

$2,000,000,000 Senior Notes

January 2016

Sell-Side Advisor

has divested

to

May 2016

Sell-Side Advisor

has sold its Benefits

Continuation Services

Business to

Sole Community Banking Offices (7 States)

Corporate Banking Presence (21 States)

Headquarters: Cleveland, OH

Investment Banking Office

January 2016

Joint Bookrunner

has acquired

$110,000,000 Credit Facilities

June 2015

Joint Bookrunner

has been acquired by

$510,000,000 Credit Facilities

Goldman Sachs,

Merchant Banking

August 2016

Sell-Side Advisor

has been acquired by

September 2016

Sell-Side Advisor

has been acquired by

Jason Black Vice President

Seattle, WA

206-684-6581

jblack@key.com

Harsha Srinivas Associate

Seattle, WA

206-684-6244

hsrinivas@key.com

December 2016

Joint Lead Arranger

$400,000,000 Credit Facilities

March 2017

Lead Left Arranger &

Joint Bookrunner

has acquired

$180,000,000 Credit Facilities