ContinuServe Shared Services · • Development of 3 year ERP roadmap to allow various options as business evolves • Integrated technical and functional managed services allows

SHARED SERVICE EXPERTS

ContinuServe Shared Services:Carve-Out Capabilities

CONFIDENTIAL: DO NOT DISTRIBUTE!

December 2019


Agenda

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ContinuServe Carve-out Approach

ContinuServe –Key Capabilities

ContinuServe Overview

Carve-Out Case Studies


Carve-Outs are Hard: Value creation is critical but execution risk is high and Carve-Out transitions can be challenging

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RAPIDLY GENERATE VALUE

How can I quickly stabilize the business while also identifying areas of operational leverage and opportunity?

How can I create a low-cost, high-performance platform for my IT and back-office functions?

MINIMIZE RISK

How can I minimize ‘Day 1’ operational snafus?

How can I mitigate the risk of large-scale organization change?

How can I minimize the financial risk of delayed transition?

MANAGE SEPARATION COMPLEXITY

How do I coordinate all the different parts of a carve-out project?

How do I manage stakeholders with potentially non-aligned agendas?

How do I make good technology decisions?

How do I successfully migrate from the Parent’s back-office onto a nimble, right-sized environment?

SHARED SERVICE EXPERTS 4

KEY ACTIVITIES

ContinuServe provides comprehensive carve-out services to support the full-lifecycle – from Deal Preparation to On-Going Managed Services

Managed Services – IT and Business Process Outsourcing and Continuous Improvement

• Organizational Synergy• Business Systems

Integration• Facility Rationalization

(Call Center, Data Center, Warehouse)

• Customer Integration• Supplier Integration

Design, Implement & Transition

• Detailed Shared Services Org Design

• Detailed IT Design• Infrastructure Design,

Implement, Transition• Business Application• Transition• Reporting & Business

Intelligence Transition• Performance Services

Day-1 Preparation

• Transition Governance & Structure (Separation Management Office)

• Day 1 Readiness Execution (IT, Operations)

• TSA Operating Procedures

• Transition Leadership & Staffing

• Communications• Shared Services Design

TSA Advisory and Key Back-Office Contract Negotiations

• Operational Diligence (Supply Chain & Shared Services)

• IT Diligence (Systems &• Infrastructure)• Asset Purchase

Agreement (APA) Inputs• Transition Service

Agreement (TSA) Inputs• IT One-time Separation &

Baseline IT OpEx Budgets

Transaction Readiness Assessment & Planning

• Buy and Sell Side ITDiligence

• Buy and Sell Side Operational Diligence

• Buy and Sell SideSeparation ReadinessPlan

• Standalone Cost Analysis

Strategy and Readiness Advisory ExecutionPlanning Managed Services

DEAL PREP OPERATIONALDILIGENCE

TRANSITION PREP

TRANSITION EXECUTION

RUN AND ENHANCE

SeparationPlanning

Sign Close Exit TSA


ContinuServe’s REO (Rapid Execution and Operations) Services includes an optional proven network of services providers allowing us to provide a ‘one-stop shop’ for critical carve-out services

BENEFITS

True Accountability composed of world-class partners with proven, integrated approaches

Save Time and Energyon Vendor RFPs and coordination with vetted partners

Leverage pre-built tools and accelerators for faster, lower-risk deployments

Ensure Compatibility with solutions that will work together for maximum benefit

Ensure Best Practices by leveraging our combined best-in-class methodologies

DUE DILIGENCE FUNCTIONALEXECUTION

TECHNOLOGY PLATFORMS

We work alongsideQoE firms REDUCE RISK

LOWER COST

REO


ContinuServe’s Specialization in Carve-Outs, Proven Network of Service Partners, Low-Cost/Rapid Implementations, Integrated Technical and Functional Back-Office Managed Services and Focus on Continuous Improvement allows Unprecedented Opportunity for our Clients to Maximize the Value of their Investment

BENEFITS DELIVERED

DIFFERENTIATORS

Carve-Out Specialization

REO Network

Full Back-Office Managed Services

Rapid/Low-Cost Implementations

Continuous Improvement

Expertise and Accountability

Maximum Return on future ERP Platform

World-Class Back-Office Function

Low Cost Operating Model

• Deep experience across the carve-out lifecycle including preparation, planning, due diligence and TSA development

• Deep knowledge base and comprehensive proprietary ‘Checklist’ built over multiple engagements to ensure full coverage of all divestiture tasks

• Rapid implementation of both ‘lift and shift’ and new ‘right-sized’ ERP platforms

• Implementations configured to allow maximum flexibility for future changes• Development of 3 year ERP roadmap to allow various options as business evolves

• Integrated technical and functional managed services allows for next-generation service excellence

• Unparalleled opportunity for productivity enhancements by leveraging techno/functional learning loop

• Integrated technical and functional back office services combined with offshore capabilities allows for significantly reduced operating expense

• Low cost model can be leveraged for multiple service add-ons


KEY ACTIVITIES KEY OUTCOMESCAPABILITIES

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Sell-Side Strategy • Determine deal components including assets and business entities• Determine divestiture rules of engagement to ensure business

alignment; define communication strategy

• Deal parameters, key success factors (e.g. level of risk, transaction speed)

• Communication to key stakeholder• Carve-out timeline and major milestones

Buy and Sell-sideSeparation Readiness

Buy and Sell-SidePlanning

• Assemble key documentation: employee lists, key contracts, key assets• Document key vendors supporting Target; review necessary

contract changes• Determine key cost models: current cost model, proforma stand-alone

model; stranded costs• Identify key TSA components including critical systems and key• Identify critical path for carve-out milestones

• Define current Shared-Services consumed by divestiture target• Define cost model• Identify and launch separation teams• Develop detailed separation plan and communicate overall strategy

• Identification of people, processes, infrastructure,applications, product development supporting divestiture target

• Launch of separation teams and governance approach

• Key documentation, key cost models, and critical path project plan

• Separation budget• Vendor Contract analysis• Key separation work scope and plans

READINESS ADVISORY PLANNING EXECUTION MANAGED SERVICES

Our expertise built through multiple engagements and real-world operational delivery allows us to provide high-impact pre-deal support



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Our experience across the full deal lifecycle allows us to help our clients identify potential and remediate issues during diligence

IT Carve-Out Analysis

Operational Carve- Out Diligence

Target Operational Model/Costs

Carve-out project budget and proforma run-rate analysis

• Perform analysis on IT systems, infrastructure, support processes, and personnel

• Identify project parameters, key resources, and IT carve-out project plan• Refine TSA components and risks

• Documentation of current-state IT function

• IT carve-out projects and timelines

• Analysis of recurring operational expenses in each functional area

• Review of allocation methodology; identification of stranded costs

• Carve-out project costs by functional area

• Analysis of, supply chain and back-office functions (including HR and Finance)

• Resources/Projects/Timelines for operational and back-office separation

• Refine TSA components and risks

• Documentation of current-state of eachrelevant function

• Carve-out projects and timelines per business function

• Detailed target operating model• Identification of cost-reduction areas for

standalone entity

• One-time carve-out costs• NewCo run rate model

DILIGENCE PLANNING SEPARATION RUN & OPTIMIZEREADINESS ADVISORY PLANNING EXECUTION MANAGED SERVICES



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ContinuServe provides comprehensive and detailed pre-close planning support

TSA Development Support and Counsel

IT Contract Changes

Day 1 Planning

Day 1 Project Support

• Help draft TSA schedules and exhibits for key service components• Support development and provide input into development of Asset

Purchase Agreement if required

• Detailed drafting of key TSA sections

• Develop detailed Day 1 plans• Develop change management and communications approach

• Help establish Separation Management Office (SMO) including TSA management and project support tools

• Confirm vendor contract terminations, transfers, etc.• Update cost models as required

• License/contract transfers

• Coordinated Day 1 plans and communication strategy by functional area

Transition Governance Support

• Governance protocol

• Project management support for critical Day 1 tasks (e.g. payroll, time-keeping, IT cutover, etc.)

• Smooth Day 1 Cutover

DILIGENCE PLANNING SEPARATION RUN & OPTIMIZE

READINESS ADVISORY PLANNING EXECUTION MANAGED SERVICES



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ContinuServe Carve-out execution capabilities allow our clients to greatly reduced transition risk while creating a high-performance back-office platform

Separation Management Office Staffing

REO Services

Separation Execution

Temporary Executive Staffing

• Coordination and alignment of separation activities• Effective collaboration between buyer and seller to achieve

transition timelines and objectives

• High quality, high impact management of transition activities

• IT project management and delivery services to implement ERP, Network, Productivity, Cloud, and other services

• Functional Business Process experts to stand up new back-office capabilities

• Support in new organizational design• Support in establish cultural norms and objectives

• Vetted network of complementary service providers providing ability to stand-up services in a rapid, coordinated manner

• Reduced management risk, rapid execution, and lower cost of standing up services

• Projects completed on time, on budget, and with minimal business disruption

Organizational Change Management

• Allow for organization to evolve to future vision supporting investment thesis

• Temporary support/staffing of Executive functions to fill gaps during separation process

• Perform leadership functions if required to complete transition activities

DILIGENCE PLANNINGREADINESS ADVISORY PLANNING EXECUTION MANAGED SERVICES



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ContinuServe is the only Carve-Out focused service provider to offer and integrated ‘Back-Office as a Service’ offering for IT and Business Process services

IT Managed Services

Business Process Optimization and Outsourcing

Operational Value Creation

• ERP System Management including enhancements and upgrades • Optional Industry and Custom applications support• Server and Database Management services• Additional value-add services through REO network

• Up to date systems• Pre-configured integration and reports to

support business objectives

• Determine IT and Business Process levers for increased efficiency

• Synchronize with strategic objectives of the business

• Continuous reviews to identify improvements through technological and business process improvements

• Planning sessions to review business and technological roadmaps

• Comprehensive Business Process Outsourcing Services covering all core back-office functions delivered via our hybrid onshore/offshore model

• Utilize best practices of optimize processes for maximum efficiency and effective

• World class business process execution• Low cost processing model• Ability to scale volume as needed on a variable

cost basis

Continuous Improvement • Maximum return on IT investment• Constantly improving business processes

to support evolving business needs

• Reduced back-office expense as a % of Sales• Maximize IT investment with improved

workflows, communication, and collaboration

DILIGENCE PLANNING SEPARATION RUN & OPTIMIZEREADINESS ADVISORY PLANNING EXECUTION MANAGED SERVICES


Goals and Objectives

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ContinuServe’s ability to provides BOTH Technical and Business Process Managed Services allows for unprecedented opportunities creating a true growth platform for your back office

Major Synergistic Benefits• Continuous Improvement leveraging IT and

Business Process Changes

• True Business Intelligence to support the business

• Rapid Flexibility

• Guaranteed Efficiency Improvements over time



Providing an Integrated Back-Office Solution with both IT and Business Processing Outsourcing Allows Unique Benefits

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IT Excellence• World-Class SLAs

• Access to Leading Tech Capabilities

• Integrated Systems

• World Class Infrastructure and Systems

• Low-Cost Operations

Business Process Excellence• Best-in-Class Processes

• Transaction Based Pricing

• Round-the-Clock Processing

• Low-Cost Operations

Continuous Improvement leveraging IT and Business Process ChangesTrue Business Intelligence to support the business

Rapid FlexibilityGuaranteed Efficiency Improvements over time

= Synergistic Benefits


ContinuServe’s Capabilities in Carve-Outs Highly Distinguishes our Service

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Team supporting the transition has performed multiple transitions and are experts in Knowledge Transfer and Change Management

Specialized Transition TeamCarveout Tools

REO Partnerships

Full ITO and BPO Solution

Proprietary tools built from dozens of engagements

Robust set of partnerships to bring vetted service providers on quickly

Allowing us to quickly stand up the back-office operations

• ‘Base-List’ Checklist tool with exhaustive list of all potential transition tasks

• Communication tools and template to facilitate communication with Buyer, Seller, Management, and third parties

• Prebuilt templates and process flows

• Prebuilt data conversion and integration software components

• ‘Flex-Up’ tool allowing migration path as ERP systems evolve


BPO Services (Partial List)

• A/P processing & matching

• Proof of delivery / Freight payables

• Vendor & catalog management

• Expense Management

• Vendor Management/Vendor Inquiries

• Payment Processing / Administration

• Order entry & processing

• Inventory analytics & transfers

• Billing

• Cash application

• Credit & collections

• Master Data Management

• Bank Reconciliations and Sales Audit

• JE processing

• Cash management

• Period end support

• Asset Accounting

• Budgeting & variance analysis

• Account reconciliations

• Financial Planning and Analysis

• Payroll administration

• Benefits administration

• Time and labor administration

• HRIS support and management

• HR Operations

Procure to Pay Order to Cash General Accounting Payroll & HR


IT Managed Services Overview

SERVICE LAYERS

Service Desk / Security Administration

Functional User Support

Incident/Problem Management

Application Managed Services

• Oracle EBS, PeopleSoft, Hyperion• .NET, Java, C#, C++• Integrated Apps (BI, CRM, etc...)

Development Services

SQA Managed Services

Database Operations / Support

Cloud-Based Infrastructure Services• OS Management / Support• Network Management• Hardware / Storage

Management

• Testing• Test Automation


Industry Focus (partial client list)

• Hudson

• Air Serv

• ISG-One

• The Evergent Group

• Staffmark

• Advantage Staffing

• Insight Global

Professional Services

Supply Chain & Logistics

Technology Retail & Hospitality

• Elo Touch Systems

• Imagine

Communications

• Iron Mountain

• Brinks

• Rheem Manufacturing

• Coyote Logistics (a

UPS Company)

• Staywell Health

Management

• Knipper

• WebMD

• Regal Software

• Tango Systems

• Applied Systems

• Hooters

• Floor & Decor

• Bloomin’ Brands

• Follett Corporation

• Church’s

• Ascena Retail Group


ContinuServe’s Structure, Systems, and Approach were purpose built to serve the middle-market

“Traditional” Service Providers

Team with Process Focused Skills Better Matching Mid-Market Organizations

Flexible approach with Parallel workstreams

Supporting small to large ERP Systems

50% Smaller Team leading to lower costs

SpeedFewer Change Orders

Right-sized Systems

Fast but thoughtful High-quality decisions supporting a fast timeline

Rigid, Linear Approach

Focus on complex, unwieldly technology

Slow/Bureaucratic

Methodology

Team-Structure

Technology

Decision Making

StyleBiased to Rumination Biased to Action Helping instill a culture of results

Approach**

Large Team with Narrow Skills

Benefit



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ContinuServe Summary

Never lost a customer due to service related issues

2003Started by

Surebridge Founders Cambridge, Massachusetts

ChicagoNYCAtlantaDallasSan FranciscoLos AngelesBoston Washington D.C.

500+associates

National Consulting& Delivery Coverage

Over 15 Years of Experience in BPO and ITO

zerodebt

100%of growth has been organic and financed from cash from operations

of Voting Rights are maintained by ContinuServe Founders. No institutional investors.

30%+

Average Annual Growth

Since 2003100%

FINANCIAL + OPERATIONS

HISTORY + PROFILE

countries30+

5continents

Clients in

One of highest retention rates of Any BPO/IT Service Company

100%

35%+

8+ yrs 10+ yrs Below 10%

of employees with Undergraduate Degrees

of employees with Graduate Degrees of finance & accounting

experienceof relevant

IT experience

Involuntary Employee Attrition

since 2006

HUMAN CAPITAL



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Gates AirCommunications Manufacturing Co(Carved out from Harris Broadcast)

• Engaged by The Gores Group to assist in Carve-Out from Harris Corporation • Designed and Implemented outsourced F&A services to replace corporate shared services. Services

included reconciliations and financial reporting, payables, asset management, expense management and cash application

• Executing migration of Enterprise Applications to new hosting facility. Scope includes Oracle EBS, PeopleSoft, Hyperion Siebel, Agile and BizTalk.

• Providing outsourced hosting, support and management of enterprise application infrastructure post-TSA. Outsourced Services to be delivered at 30% lower cost than TSA pricing with improved service levels.

• Engaged by The Gores Group to assist in Carve-Out from Tyco Electronics• Negotiated new software license agreements and 3rd party IT service contracts with existing vendors• Advised on and managed migration of IT infrastructure to 3rd party hosting facility.

Case Studies

Lineage Power Supply Component Manufacturer (Carved out from Tyco)

ELO Touch Systems, Global Electronics Manufacturing Co (Carved out from Tyco)

• Engaged by The Gores Group to assist in Carve-Out from Tyco Electronics• Designed and Implemented outsourced F&A Shared Services; • Managed successful transition from TSA in less than 7 months• Cost of ongoing solution 35% lower than internal solution• Participated and supported rollout of new ERP platform

Client / Profile Engagement Summary


Arkive - Document Storage Company(Carved out from Iron Mountain)

• Engaged by Arkive management to assist in Carve-Out from Iron Mountain• Designed and Implemented outsourced F&A services to replace corporate shared services.

Full turn-key financials services including General Accounting, Billing, Collections, Payables Processing.

• Functionally supported complex transition to new ERP and Billing systems. Provided intensive customer on-boarding services and temporary manual billing support as well as billing reconciliation and support.

• Engaged by The Gores Group to assist in Carve-Out from Harris Corporation• Fully responsible for complex IT transition including two ERP systems, CRM, PLM, Integration

Platform, and Reporting.• Completed migration on-time and below budget with zero business interruption. • Provide ongoing IT Managed services saving client 40% versus in-house model.

Case Studies

Imagine Communications Broadcast equipment provider (Carved out from Harris Corporation)

Medimedia (Carved out from Staywell)

• Engaged by Vestar Capital to assist in the carve-out from Staywell Corporation.• Responsible for major carve-out activities including reviewing asset list, developing cost model.• Assisted in developing key TSA schedules.• Managed and executed transition including key IT systems and back-office functions.• Provided on going IT managed services and back-office processing to NewCo.

Client / Profile Engagement Summary

Documents

ContinuServe Shared Services · • Development of 3 year ERP roadmap to allow various options as business evolves • Integrated technical and functional managed services allows