Tech-Enabled Services Headline Transactions

Enterprise Value / LTM Revenue Enterprise Value / LTM EBITDA

LTM Gross & EBITDA Margins

11.2x 11.2x

7.3x 6.9x

16.0x 14.7x

7.1x

0.0

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

ITS Offshore ITS ManagedServices

IT Staffing TransactionProcessing

Info Services VAR

30.1%

32.8%

50.9%

18.8%

42.9%

58.6%

8.8% 12.3% 16.0%

34.8%

3.6%

23.2% 26.7%

3.4% 0%

10%

20%

30%

40%

50%

60%

70%

0%

10%

20%

30%

40%

50%

60%

70%

ITS Offshore ITS ManagedServices

IT Staffing TransactionProcessing

Info Services VAR

Note: EBITDA Margins in red

Target Acquirer Acquisition Synopsis

Managed Services

•

•

Rackspace Hosting (NYSE: RAX) provides managed cloud services through its dedicated, private and public cloud platforms; it is also an Amazon Web Services ("AWS") and Microsoft Cloud / Azure partnerApollo Global Management (NYSE: APO) is acquiring Rackspace for $4.3b, taking the Company private to provide it with increased operating flexibility as it navigates the intensely competitive cloud industry

Managed Services

••

Adapt is a U.K.-based cloud managed services provider and AWS consulting partnerDatapipe (backed by Abry Partners) remains highly acquisitive (the Company acquired DualSpark in Sep. '15 and GoGrid in Jan. '15) as it continues to expand its geographical footprint and service offering – particularly focusing on solutions that support the rapidly-growing AWS market

IT Staffing

•

•

Monster Worldwide (NYSE: MWW) is an online staffing platform best-known for its sites Monsterboard and Jobs.com; Monster also offers services for career management and talent managementNetherlands-based Randstad Holding (ENXTAM: RAND) is acquiring Monster for $429m to grow its online capabilities and expand its U.S. presence to compete with Manpower, the current leader in the U.S.

IT Services

•

•

Press Ganey Holdings (NYSE: PGND; majority owned by Vestar Capital) administers surveys to measure patient satisfaction and provides consulting services to healthcare organizationsSweden-based EQT Partners is acquiring Press Ganey for $2.4b, taking the Company private with plans to leverage its expertise in healthcare to grow the Company both organically and through acquisitions

Managed Services

•

•

Saepio provides distributed marketing management solutions to support global brands selling through networks of dealers, agent and franchiseesTM Capital served as financial advisor to Riverside in its sale of Brandmuscle to American Capital Equity in Dec. 2015; Brandmuscle's acquisition of Saepio broadens its service offering and strengthens its vertical expertise, given Saepio's focus in the healthcare sector

1. Headline Transactions

1.2x

1.8x 1.9x

0.2x

2.9x 3.0x

0.2x

0.0

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

ITS Offshore ITS ManagedServices

IT Staffing TransactionProcessing

Info Services VAR

4.0%

7.7%

0.9%

(4.2%)

7.5%

5.9%

(1.3%)

(6%)

(4%)

(2%)

0%

2%

4%

6%

8%

10%

ITS Offshore ITS ManagedServices

IT Staffing TransactionProcessing

Info Services VAR

Tech-Enabled Services MonthlySeptember 2016

LTM Revenue Growth

Selected TM Capital Tech-Enabled Services Experience TM Capital’s Tech-Enabled Services Contacts

Bradford A. Adams Managing Director

617-259-2203 badams@tmcapital.com

Jarrad S. Zalkin Managing Director

617-259-2207 jzalkin@tmcapital.com

Annc. Date Sector Acquirer Target DescriptionEnterprise

Value Comments8/22/2016 IT Services Accenture RedCore Pty Ltd. Australia-based RedCore provides IT security

consulting services centered around identityand access management, cloud security,network management and cyber defense

NA Accenture (NYSE: ACN) is planning to integrate RedCoreinto its Accenture Security business line, bolstering thebreadth and depth of its offerings around data security

8/22/2016 VAR ABC Data S.A. S4E S.A. Poland-based S4E (WSE: S4E) is a distributor ofIT products in the areas of storage, networkingand security; S4E also offers implementationand maintenance services

$34.9 Poland-based ABC Data (WSE: ABC) is purchasing acontrolling stake in S4E to add scale to its value-addeddistribution services business

8/17/2016 Managed Services

Epi-Use Limited G3 Global Ltd (G3G)

U.K.-based G3G designs and delivers SAPfocused enterprise software solutions andoffers implementation and support services;the Company is also an SAP channel partner

NA U.K.-based Epi-Use is an SAP human capitalmanagement specialist; the acquisition extends theCompany's range of services to span the entire suite ofSAP ERP solutions

8/17/2016 VAR Tiversa, Inc. Corporate Armor, Inc.

Corporate Armor is a value-added reseller oftechnology infrastructure, specializing in ITsecurity products and services

NA Tiversa provides cyber intelligence, security and riskmitigation solutions; the Company plans to supportCorporate Armor's expansion in the rapidly growingdata security sector

8/9/2016 IT Services PlanetRisk, Inc. Analytic Strategies LLC

Analytic Strategies is an operations researchand system analysis consultancy, specializing inproviding analytical services for federalgovernment clients

NA PlanetRisk, a provider of data analysis and visualizationservices, is acquiring Analytic Strategies to expand itssuite of analytical capabilities and acquire newcustomers within the federal sector

8/8/2016 Managed Services

BCE Inc. (Bell) Q9 Networks Inc. Toronto-based Q9 Networks is a data centeroperator providing outsourced hosting,computing infrastructure and network services

$675.0 Quebec-based Bell (TSX: BCE) is acquiring all equity itdoes not already own in Q9 Networks in order to gainscale and remain competitive in the growingoutsourced data services sector

3. TES Transactions

Select Tech-Enabled Services Transactions Announced in August 2016

www.tmcapital.com /technology

New York641 Lexington Avenue30th FloorNew York, NY 10022Tel: 212.809.1360

Boston201 Washington Street32nd FloorBoston, MA 02145Tel: 617.259.2200

Atlanta3575 Piedmont Road NESuite 1010Atlanta, GA 30305 Tel: 404.995.6230

TEV / EBITDA Multiples Over Time

16.0x

14.7x

11.2x

11.2x

6.9x

7.1x

7.3x

3.0x5.0x7.0x9.0x

11.0x13.0x15.0x17.0x19.0x

Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Aug2016

TEV

/ EBI

TDA

Transaction Processing Info Services ITS Offshore ITS Managed Services VAR IT Staffing

Notes: USD in millions Source: Capital IQ, Company SEC Filings, industry research and TM Capital estimates