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BUSINESS AND TECH-ENABLED SERVICESSECTOR REPORTDecember 2018

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GCA BUSINESS & TECH-ENABLED SERVICES OVERVIEW

DEREK BELLManaging DirectorHead of Business & Tech-Enabled Servicesdbell@gcaglobal.com212.999.7089

Representative Focus AreasDigital Marketing, Performance Marketing, Account Based Marketing, Search Marketing, Influencer Marketing, Loyalty Marketing, Direct Marketing, Database Marketing, Experiential Marketing, Market Research

Diversified B2B Information Services, Financial / Credit Information Services, Specialized Information Services (Energy, Real Estate, Hospitality, Compliance, Auto, etc.)

Consulting, GRC Services, E-Discovery / Legal Services, Patent Services, HR Services, Corporate Training, Digital Transformation Services, IT & Cloud Services (Implementation, Managed Services, Software Development, VAR), BPO & KPO Services, Language / Localization Services, Print Services

Call Center, CRM, Billing & Claims Management / Processing, Accounts Receivable Management

MARKETING SERVICES

INFORMATION SERVICES

PROFESSIONAL & IT SERVICES

CUSTOMER CARE & CLAIMS SERVICES

Recent Business & Tech-Enabled Services Transactions

Key Contact

We Advised the Seller

Acquired byAcquired by

We Advised the Seller

Acquired by

We Advised the Seller

Acquired by

We Advised the SellerWe Advised the Seller

Acquired by

We Advised the Buyer

Investment inAcquired by

We Advised the SellerWe Advised the Seller

Acquired by

Investment in

We Advised TCV

Acquired by

We Advised the Seller

Acquired by

We Advised the SellerWe Advised the Seller

Acquired by

We Advised Moneypenny

Received an Investment from

We Advised the Seller

Acquired by

We Advised the Seller

Acquired by

IT Services Corporate Training Digital Marketing IT Services CRM Services Digital Marketing Information ServicesInformation Services Risk Mgmt Services

Software Services Patent Services IT Services Digital Marketing HR Solutions Marketing Services IT ServicesDigital Marketing IT Services

Investment in

We Advised NorthEdge

We Advised the Seller

Acquired by

We Advised UKFast.Net

Received an Investment from

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CASE STUDY: INFLEXION INVESTMENT IN UKFAST.NET

GCA advised UKFast.Net, a leading provider of managed hosting and colocation solutions in the U.K., on its investment from Inflexion Private Equity

TRANSACTION DETAILSClosedDecember 2018

SECTORIT Infrastructure ServicesCloud & Hosting Services

DEAL TYPEPrivate Placement

Transaction Summary & Company Overview

On December 21, 2018, Inflexion Private Equity announced that it has completed a minority investment in UKFast, a UK cloud hosting provider

The deal sees the firm valued at GBP405 million (US$513)

According to UKFast’s press release on the same date, the company generated approximately GBP25 million in EBITDA, implying a 16.2x EBITDA multiple

Founded in 1998, by Lawrence Jones MBE and Gail Jones, Manchester-based UKFast has grown to become the UK’s largest privately-owned hosting provider

UKFast offers market-leading cloud and hosting platforms for businesses and government organizations to outsource critical IT infrastructure

UKFast recently ventured into public cloud providing integration and support for AWS and Azure through a new division, ClearCloud

UKFast will continue to be majority owned and led by the founder management team

Commentary

Lawrence Jones, CEO and Co-Founder of UKFast, said:

− “It has been widely reported about our ambitions to IPO. After spending time meeting fund managers I learned that it is incredibly important to align yourself with people who’ve got experience in areas that you don’t. When Inflexion threw their hat into the ring, there was an immediate connection. The Inflexion team have got an incredible reputation when they have invested pre-IPO. That reputation, coupled with their team, is something that gives us great confidence for the future….”

Simon Turner, Managing Partner of Inflexion, said:

− “UKFast has proven itself as a market leader, with its 350 strong team providing exemplary levels of customer service alongside superior technical performance. Acknowledging the industry’s increasing appetite for public cloud, UKFast’smanagement launched ClearCloud in 2018, thereby enhancing its offering to existing clients as well as opening the door to new ones. We look forward to working with management to support them to accelerate growth.”

Received an Investment from

We Advised UKFast.Net

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CASE STUDY: SALE OF ADAPTLY TO ACCENTURE

GCA advised Adaptly, a digital media services company that enables the world’s leading brands to manage data-driven campaigns across prominent digital advertising channels and platforms, on its sale to Accenture

TRANSACTION DETAILSClosedDecember 2018

SECTORDigital Marketing

DEAL TYPEM&A

Transaction Summary & Company Overview

On December 12, 2018, Accenture announced its acquisition of Adaptly to significantly bolster the capabilities of Accenture Interactive Programmatic Services

Adaptly’s digital media services will specifically support Accenture Interactive’s ability to activate, optimize, and measure media cross-platform and help advertisers drive superior business outcomes

Upon completion of the acquisition, Adaptly will become part of Accenture Interactive Operations, a managed services capability

Founded in 2010, Adaptly is headquartered in New York City with nearly 150 employees and has additional offices in Chicago, London and Los Angeles

Adaptly partners with some of the leading digital platforms, including Amazon, Facebook, Google, Instagram and Snapchat

Its client roster spans 15 industries and includes brands such as Chico’s, Mazda, Prudential, and Sprint

Commentary

Nikki Mendonça, president of Accenture Interactive Operations, commented:

− “The addition of Adaptly is a unique opportunity for us to add significant talent and capabilities

− This acquisition will help us to further reinvent today’s operating approach by re-engineering the campaign process with data, applied intelligence and digital technologies — resulting in improved ROI and greater transparency for our clients’ digital media omni-channel campaigns”

Nikhil Sethi, co-founder and CEO of Adaptly, added:

− “Being a part of Accenture is really exciting as, together, we’ll have an amazing opportunity to supercharge our key platform partnerships, drive more transparency and effectiveness for our clients, and enable them to deliver more relevant, high impact experiences

− Joining Accenture will also enable us to help world-class brands with their most complex media activation challenges on a truly global scale”

Acquired by

We Advised Adaptly

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BUSINESS & TECH-ENABLED SERVICES SECTOR REPORT

Notes:Source: Capital IQ and PitchBook.

− Business & Tech-Enabled Services sector continues to experience significant M&A activity, with over $203.5 billion in volume across 3,483 transactions in 2018, up from $132.4 billion in volume across 3,354 transactions in 2017

− Two large transactions were announced in December:

• NEC acquisition of Denmark-based KMD A/S• EQT Partners acquisition of Cast & Crew

− Continued deal momentum in eDiscovery and outsourced legal support services:

• Xact Data Discovery acquisition of Esquify• CIVC Partners acquisition of Magna Legal Services• ABRY Partners investment in U.S. Legal Support

− Additional noteworthy private equity transactions not shown in the righthand table include:

• Gryphon Investors acquisition of RegEd• Quad-C Management investment in Canada-based S.I.

Systems • Keystone Capital acquisition of MERGE• H.I.G. Capital acquisition of Vision Integrated Graphics

Group• CIP Capital acquisition of GlynnDevins

Executive Summary

Select M&A Transactions

Ann. Date Acquirer Target TEV ($MM)

12/27/18 $1,223

12/21/18 $105

12/21/18(Investment)

$513

12/19/18 NA

12/18/18 $150

12/17/18($100MM Investment)

NA

12/12/18 NA

12/12/18 & NA

12/11/18 $113

12/10/18 $263

12/10/18 $2,500+

12/6/18 $87

12/5/18($80MM Investment)

NA

12/4/18 S4 Capital $150

12/4/18($47MM Investment)

NA

12/4/18 (Investment) NA

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60%

70%

80%

90%

100%

110%

120%

130%

140%

Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19

BUSINESS & TECH-ENABLED SERVICES LTM STOCK PRICE PERFORMANCE

Notes:Source: Capital IQ.

Advertising & Marketing Services

Events & Exhibitions Information Services Consulting & Training HR Services Staffing & Recruiting IT & BPO Services Customer Care / CRM Services

(14.7%) (25.9%) (4.6%) 21.0% 5.7% (19.1%) (9.2%) (33.6%)

LTM Share Price Performance

S&P 500

(10.1%)

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BUSINESS & TECH-ENABLED SERVICES TRADING COMPARABLES

Notes:Multiples represent median values, except for HR Services, which reflects mean values. Source: Capital IQ.

Advertising & Marketing Services

Events & Exhibitions Information Services Consulting & Training HR Services Staffing & Recruiting IT & BPO Services Customer Care / CRM Services

8.3x / 1.6x 10.9x / 3.0x 14.1x / 4.7x 11.1x / 1.2x 13.3x / 3.0x 6.9x / 0.5x 11.0x / 1.9x 7.4x / 0.5x

2018E EBITDA / 2018E Revenue Multiple

EV / 2018E EBITDA EV / 2018E Revenue14.1x

13.3x

11.1x 11.0x 10.9x

8.3x7.4x 6.9x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

InformationServices

HR Services Consulting &Training

IT & BPOServices

Events &Exhibitions

Advertising& Marketing

Services

CustomerCare / CRM

Services

Staffing &Recruiting

4.7x

3.0x 3.0x

1.9x1.6x

1.2x

0.5x 0.5x

0.0x0.5x1.0x1.5x2.0x2.5x3.0x3.5x4.0x4.5x5.0x

InformationServices

HR Services Events &Exhibitions

IT & BPOServices

Advertising& Marketing

Services

Consulting &Training

CustomerCare / CRM

Services

Staffing &Recruiting

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SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYMarketing & Information Services($MM)

EV / EBITDA EV / RevenueAnnounced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description

Notes:Source: Capital IQ and Wall Street Estimates.(1) All 4 divisions are based in Germany.

12/21/2018 $105 8.8x NA 6.3x NA Personal finance website that provides objective analysis on a variety of financial topics including insurance and credit cards

12/18/2018 $150 NA NA 3.0x NA Full-service digital marketing agency

12/10/2018 $263 NA NA 7.5x 6.7x Provider of credit information and decision analytics in South Africa, with operations across Sub-Saharan Africa

12/3/2018 S4 Capital $150 13.5x NA 3.7x NA Programmatic advertising group that partners with major brands

11/27/2018 $245 30.6x NA 2.8x NA Provides research-based advisory, consulting, and learning solutions for B2B organizations and professionals globally

10/4/2018 $370 14.5x NA 2.4x NA Owns and operates an insurance comparison online marketplace

9/25/2018 $811 35.9x 21.4x 5.0x 4.6xProvides multiplatform media and marketplace services to the wedding, pregnancy, and parenting markets primarily in the U.S.

9/20/2018 $4,750 NA NA NA NA Provides cloud-based engagement marketing software platform

9/4/2018 Getty Family $2,840 NA NA NA NACreates and distributes images, audio and video products, documents, press kits, and other visual content to businesses worldwide

8/30/2018 $263 37.8x 19.3x 5.5x 5.2x Provides commercial real estate market information and anlytical tools to real estate professionals in the U.S.

8/8/2018 $6,675 13.1x 12.6x 3.7x 3.8x Provides commercial data, analytics, and insight on businesses

8/2/2018 $18 16.5x NA NA NA Price Reporting Agency (PRA) for the global wood products industry

7/30/2018 $123 NA NA 0.5x NAIpsos acquired 4 global divisions of GfK Research: Customer Experience, Experience Innovatoin, Health, and Public Affairs (1)

7/27/2018 $45 NA NA 1.0x NA Provides digital advertising and marketing services

7/17/2018 $80 11.4x NA 2.5x NA Full-service healthcare marketing agency serving biopharmaceutical, medical device, and diagnostics companies

7/17/2018 $1,200 19.0x NA 6.5x NA Designs and develops a suite of ethics and compliance software solutions

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SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYMarketing & Information Services – continued

Notes:Source: Capital IQ and Wall Street Estimates.

($MM)

EV / EBITDA EV / RevenueAnnounced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description

7/10/2018 S4 Capital $352 NA NA 2.7x NA Netherlands-based creative digital production company serving agencies worldwide

7/9/2018 $2,467 16.9x NA 7.3x NA Switzerland-based provider of sports-related l ive data and digital content services

7/3/2018 $550 8.0x NA NA NA Provides marketing strategies and revenue-generating products and services to the financial services industry

7/2/2018 $2,300 11.5x NA NA NA Provides database marketing services

7/2/2018 $775 NA NA 6.0x NA Provides construction cost analytics, estimating information, pricing data, and procurement software and services

6/21/2018 $1,864 12.7x 9.8x 2.5x 2.5xOffers a range of Web services and products that enable small businesses to establish, maintain, promote, and optimize their online presence

6/20/2018 $34 NA NA 4.4x NA Provides competitive deposit and loan rate intell igence to bank and credit union clients

6/19/2018 NA NA NA NA NA Provides business-critical insights over mobile, web, and desktop platforms to oil and gas industries worldwide

6/15/2018 $32 10.9x NA 2.2x NAUK-based global digital subscription business that helps brands, agencies and media platforms assess marketing effectiveness across all channels

6/4/2018 $375+ ~20.0x NA NA NAProvides automated docket updates, breaking news, and expert analysis for distressed debt investors, lawyers, and restructuring professionals

5/21/2018 $1,855 NA NA NA NADevelops and provides market intell igence, data, and technology solutions to participants in the global capital markets in the U.S. and internationally

5/15/2018Exhibitions Business

$405 12.9x NA 3.8x NA UK-based organizer of market-leading B2B exhibitions, including global exhibitions brands Bett and CWIEME

4/26/2018 $117 NM NM 2.5x 2.3x Provides cloud-based behavioral analytics for customer service organizations

4/26/2018 NA NA NA NA NA Provides technology, connectivity, and information solutions to the P&C and coll ision repair industries

Mean 17.0x 15.8x 3.7x 4.2xMedian 13.3x 15.9x 3.0x 4.2x

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SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYProfessional, IT & BPO Services

Notes:Source: Capital IQ and Wall Street Estimates.

($MM)

EV / EBITDA EV / RevenueAnnounced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description

12/27/2018 $1,223 7.4x NA 1.4x NA Denmark-based IT and software services provider with a strong customer base among central and local governments

12/21/2018(Investment)

$513 16.2x NA NA NA Provides managed hosting and colocation solutions in the U.K.

12/10/2018 $2,500+ 16.7x 14.3x NA NA Provides payroll and production accounting solutions to the entertainment industry in the U.S. and internationally

12/3/2018 $59 7.4x NA 2.3x NA Assists customers in managing the business immigration needs of their international employees

11/26/2018 $1,000 NA NA NA NAPEO serving 8,400+ clients across all 50 states with its HR solutions, employee benefits, payroll admin, and risk management services

11/6/2018 $1,643 14.7x 9.1x 1.2x 1.0x Provides collaboration and technology solutions for large and medium enterprises in the U.S.

10/22/2018 $69 NA NA NA 2.0x London-based provider of RPA, AI, crowd sourcing, and impact sourcing solutions

10/17/2018(42% stake)

$1,100 NA NA NA NA Provides global tax services and software dedicated exclusively to business taxes

10/9/2018(Citizen Engagement Centers)

$400 10.0x NA 0.6x NA Includes certain assets of General Dynamics' large-scale, citizen-engagement centers in the U.S. Federal civil ian market

10/4/2018 $550 NA NA 3.1x NA Provides software services and creates digital products and solutions that connect brands with consumers

9/12/2018 $6,700 NA NA NA NAProvides a cloud-based platform for tech-enabled claims and productivity management solutions to businesses in North America

9/10/2018 $2,450 13.7x 14.7x 1.3x 1.3xProvides a range of technical services to the U.S. DOD, DOJ, DOS, FAA, DHS, and space-related and intell igence community agencies

8/28/2018 $2,650 NA NA NA NA Provides production solutions to television broadcasters, cable networks, and event producers worldwide

8/3/2018 $480 ~20.0x NA NA NA Provides employee training for the food and retail sectors

7/22/2018 $3,542 13.4x 15.3x 3.7x 3.7x Provides digital transformation, IT, and KPO services worldwide

7/16/2018 $410 NA NA 3.5x NA Manages mission critical business applications for companies and organizations in Norway and internationally

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SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYProfessional, IT & BPO Services – continued

Notes:Source: Capital IQ and Wall Street Estimates.

($MM)

EV / EBITDA EV / RevenueAnnounced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description

7/16/2018 $78 10.5x NA 1.1x NA Provides expert localization and technical translation services for businesses in any fi le format and any language

6/28/2018 $2,534 7.4x 7.6x 0.9x 1.0xProvides customer management services to communications and media, technology, financial services, and other vertical markets worldwide

6/27/2018(Minority Stake for $250MM)

$1,000+ NA NA NA NA Provides consulting, product engineering, IT, and BPO services to Global 1000 companies

6/25/2018DFLT and TAS Segments

$470 11.9x NA 1.5x NA Provides professional services to clients primarily in the financial services industry

6/19/2018 NA NA NA NA NAProvides event technology services for the hotel, resort, and conference center industry in the U.S., Canada, Mexico, the Caribbean, Europe, and the United Arab Emirates

6/14/2018 $1,000 12.0x NA 2.2x NA India-based provider of BPO and customer experience management services

5/23/2018 NA NA NA NA NAProvides moving and relocation services to corporate customers, individual consumers, and military and government agencies worldwide

5/21/2018(48% stake)

$2,000+ 18.0x NA 3.6x NA Provides full-l ifecycle product development services to customers worldwide

5/10/2018 $1,100 NA NA NA NAGlobal provider of talent acquisition and management solutions delivering value to clients through a portfolio of outsourcing and consulting services

5/8/2018 $1,200 NA NA 7.0x NA Operates an online jobs and career community

5/1/2018 $385 NM NM 1.2x 1.4x Provides patent risk management and e-discovery services for clients worldwide

5/1/2018 $240 NA NA NA NA Dba SCIO Health Analytics, provides healthcare analytics solutions and services

4/24/2018 $150 11.2x NA 1.4x NA Provides cloud-based integrated recruiting, talent management, and compensation management solutions

4/16/2018 $413 NA NA 4.1x NAProvides corporate training in web development, user experience design, digital marketing, data science and machine learning

Mean 12.2x 12.2x 2.4x 1.7xMedian 12.0x 14.3x 1.5x 1.3x

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GCA: A LEADING INDEPENDENT GLOBAL INVESTMENT BANKGlobal investment bank that provides strategic M&A and capital markets advisory services to growth companies and market leaders

GCA operates as GCA in America and Asia, and GCA Altium in Europe

NEW YORK

ZURICH

MILAN

FRANKFURTMUNICH

TEL AVIVSAN FRANCISCO

Globally integrated platform with 19

offices across America, Asia and

Europe

Geographically balanced,

synergistic and complementary

sector focus areas across the firm

Strong in key growth and

innovation sectors such as Technology

and Industrials

Strong cross-border capabilities and

deal flow

LONDON

MANCHESTER

MUMBAI

OSAKA

SHANGHAI

SINGAPORE

TOKYO

DELHI

NAGOYA

400+experienced professionals

HO CHI MINH CITY

TAIPEI

350+ deals closed in the last 3 years

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