IPO NAME Symbol Filing range Lead Due

our

rating million

Sh. Underwriters

J.Jill, Inc. JILL 3

$14.00-$16.00 11.7

Underwriters: BofA Merrill Lynch, Morgan Stanley, Jefferies Cos: Deutsche Bank Securities, RBC Capital Markets, UBS Investment Bank, Wells Fargo Securities, Cowen and Company, Macquarie Capital, SunTrust Robinson Humphrey

3/9

Presidio, Inc. PSDO 3

$14.00-$16.00

16.7

Underwriters: J.P. Morgan, Citigroup, Barclays, RBC Capital Markets Cos: Credit Suisse, Goldman Sachs & Co., Wells Fargo Securities, Evercore ISI, Guggenheim Securities, Apollo Global Securities, LionTree

3/10

SECONDARY NAME

Symbol

Last

Trade Lead Due

their

rating

million

Sh. Underwriters

There are no secondaries currently scheduled for this week. If this changes, we will alert you with emailed advisories.

This past week two IPOs debuted, three updated terms and three new deals were filed. The IPO market was in the spotlight as one of 2017’s most high-profile IPOs came to market with a stellar debut. Snap Inc. (NYSE: SNAP) sold 200mm shares at an-above range $17.00 pricing to raise $3.4bn -- the largest cash raise since Alibaba in 2014. ‘SNAP’ opened 41.2% higher with a first trade of $24.00 and held a relatively tight range in its opening day. ‘SNAP’ traded even higher on day two as a public company as the ‘camera company’ hit an intra-day high of $29.44 or 73.2% above the offering price. The Snap Inc. roadshow did a solid job of selling their story leading up to its debut and gained even more momentum with news of 25% of the float (50mm shares) agreeing to a one-year restricted lock-up. While some investors may have been involved in the deal because of ‘the fear of missing out’...others see Snap Inc as a game-changing platform. One thing for certain, the underwriters did a sterling job of allocating the deal and stabilizing the price in its opening week. And furthermore, the solid debut and subsequent aftermarket performance of this deal breathes new life into the IPO market. All in all, Snap

needed the IPO market just as much as the IPO market needed Snap. Snap has had staggering losses and caught a glimpse of slower new user growth in Q4 2016. The IPO market needed a high-profile winner to extinguish the fear of the public market. Each side won this week with this strong opening and it should spur filings quickly and launches soon thereafter which would get the momentum going to reach the 200+ IPOs that equity capital markets experts are projecting in 2017. The other IPO that debuted this week, Hamilton Lane (Nasdaq: HLNE), may have been lost in the public’s eye but not among IPO investors. ‘HLNE’ priced at the midpoint of the range, $16.00, and opened at $17.85 for a 12% gain at first trade. ‘HLNE’ traded even better in its first few days as a public company and the new issue which debuted on Wednesday continued to make new highs into Friday’s trading session. Looking ahead to this week there are two deals scheduled and both are currently generating positive street chatter. J. Jill (NYSE: JILL) is a nationally recognized women's apparel brand focused on a loyal, engaged and affluent customer in the attractive 40-65 age segment. Total net sales grew to $432 million in fiscal year 2012, to $562 million in pro forma fiscal year 2015, reflecting a 9% compound annual growth rate (“CAGR”), and to $617 million for the twelve months ended October 29, 2016, reflecting a 10% CAGR. Net income grew from a loss of $3.6 million in fiscal year 2012, to $14.3 million in pro forma fiscal year 2015 and to $23.5 million for the twelve months ended October 29, 2016. Net income margin expanded of 330 basis points, from (0.8%) in fiscal year 2012, to 2.5% in pro forma fiscal year 2015, and of 460 basis points to 3.8% for the twelve months ended October 29, 2016. Presidio (Nasdaq: PSDO) is a leading provider of IT solutions to the middle market in North America. Their revenue for their combined fiscal year ended June 30, 2015 was $2,378 million and increased 14.2% to $2,715 million in their fiscal year ended June 30, 2016. In their fiscal year ended June 30, 2016, their net loss was $3.4 million. In the same period, Adjusted EBITDA and Adjusted Net Income were $211.1 million and $81.2 million, respectively. Adjusted EBITDA and Adjusted Net Income are non-GAAP

financial measures. It should also be noted that a deal more than a week out, Canada Goose Holdings (NYSE: GOOS), is also generating early positive street chatter. We will have much more on this future deal in next week’s IPO report. Please check your emails early and often. We may upgrade or downgrade an IPO and or secondary –sometimes with not as much notice as we would like to give. If you have interest in IPOs do NOT delay your IOI’s (hopefully they are already in)…you can always cancel them. We will keep you posted if and as when…we have anything pertinent to add. The current number of “active” IPOs in the pipeline as of 3/03/17 is 43. Good luck trading!

IPO's

J.Jill, Inc. JILL $14.00-$16.00 11.7 million shares Underwriters: BofA Merrill Lynch, Morgan Stanley, Jefferies Co-Managers: Deutsche Bank Securities, RBC Capital Markets, UBS Investment Bank, Wells Fargo Securities, Cowen and Company, Macquarie Capital, SunTrust Robinson Humphrey Proposed trade date of 3/9 J.Jill is a nationally recognized women's apparel brand focused on a loyal, engaged and affluent customer in the attractive 40-65 age segment.

J.Jill, Inc. JILL

11,666,667 shares to be offered between $14.00 and $16.00 per share

Underwriters: BofA Merrill Lynch, Morgan Stanley, Jefferies Co-Managers: Deutsche Bank Securities, RBC Capital Markets, UBS Investment Bank, Wells Fargo Securities, Cowen and Company, Macquarie Capital, SunTrust Robinson Humphrey

Proposed trade date of 3/9

Rating = 3

Click here to view the prospectus.

https://www.sec.gov/Archives/edgar/data/1687932/000119312517057532/d272297ds1a.htm

Company Overview

J.Jill is a nationally recognized women’s apparel brand focused on a loyal, engaged and affluent customer in the attractive 40-65 age segment. The J.Jill brand represents an easy, relaxed and inspired style that reflects the confidence and comfort of a woman with a rich, full life. They operate a highly profitable omni-channel platform that is well diversified across their direct (42% of net sales for the twelve months ended October 29, 2016) and retail (58% of net sales for the twelve months ended October 29, 2016) channels. They began as a catalog company and have been a pioneer of the omni-channel model with a compelling presence across stores, website and catalog since 1999. They have developed an industry-leading customer database that allows them to match approximately 97% of transactions to an identifiable customer. They take a data-centric approach, in which they leverage their database and apply their insights to manage their business as well as to acquire and engage customers to drive optimum value and productivity. Their goals are to Create a great brand, to Build a successful business and to Make J.Jill a great place to work. To achieve this, they have aligned their strategy and team around four guiding pillars – Brand, Customer, Product and Channel.

Brand and Customer. Their brand promise to the J.Jill woman is to delight her with

great wear-now product, to inspire her confidence through J.Jill’s approach to dressing and to provide her with friendly, guiding service wherever and whenever she chooses to shop. While they find that women of all ages are attracted to their brand, their typical customer is 40-65 years old, is college educated and has an annual household income that exceeds $150,000. She leads a busy, yet balanced life, as she works outside the home, is involved in her community and has a family with children. She engages across both their direct and retail channels and is highly loyal, as evidenced by the fact that approximately 70% of their gross sales in pro forma fiscal year 2015 came from customers that have been shopping with J.Jill for at least five years.

Product. Their customers strongly associate their products with a modern balance

of style, quality, comfort and ease suitable for a broad range of occasions at accessible prices. Their product assortment is marketed under the J.Jill brand name, sold exclusively through their direct and retail channels, and includes knit and woven tops, bottoms and dresses as well as sweaters, outerwear and accessories across a full range of sizes, including Misses, Petites, Women’s and Tall. They also offer most of these products across their two sub-brands, Pure Jill and Wearever. They design and merchandise their products in-house around clear product stories, grounded with essential yet versatile styles and fabrications updated each month with fresh colors, layering options, novelty and fashion. Each of their monthly merchandised collections includes approximately 40% new styles, which provides a consistent flow of fresh product.

Channel. They operate an omni-channel platform that delivers a seamless experience to

their customer wherever and whenever she chooses to shop across their website, retail stores and catalog. Driven by their direct-to-consumer heritage, they have a highly profitable omni-channel platform that is well-diversified across their direct and retail channels. As of January 28, 2017, their retail store portfolio consists of 275 stores in 43 states. Of these stores, 273 are full-price locations averaging approximately 3,750 square feet, with approximately half of their stores located in lifestyle centers and approximately half in premium malls. Their stores have produced strong and consistent performance, with 98% of their full-price locations generating positive 4-wall contribution in pro forma fiscal year 2015. Their new store openings have produced an average payback of approximately two years. They introduced a new store design in 2013 that showcases their brand concept and elevates, yet simplifies the J.Jill shopping experience. Within their direct channel, E-commerce represented 88% of net sales for the twelve months ended October 29, 2016 and catalog orders represented 12% of net sales for the twelve months ended October 29, 2016. Their website provides customers with continuous access to the entire J.Jill product offering and features rich content, including updates on new collections and guidance on how to wear and wardrobe their styles, as well as the ability to chat live with a customer service representative. They produce 25 annual editions of their catalog and circulated 57 million copies in 2015. Their catalog, combined with an increased investment in online marketing, drives customer acquisition and engagement across all of their channels. Their omni-channel approach allows them to drive customer response and purchasing behavior in all channels.

IPO Detail

This is the initial public offering of J.Jill, Inc. and no public market currently exists for its common stock. J.Jill, Inc. is offering 11,666,667 shares of common stock as described in the prospectus. The company expects the initial public offering price of its common stock to be between $14.00 and $16.00 per share. The company has applied to list its common stock on the NASDAQ Global Market New York Stock Exchange under the symbol

“JILL.”

Common stock offered by the selling

stockholder 11,666,667 shares

Common stock to be outstanding

immediately after this offering 43,747,944 shares

Upon completion of this offering, TowerBrook will continue to beneficially own more than 50% of their outstanding

common stock. As a result, they are eligible to, and they intend to, avail ourselves of the “controlled company”

exemptions under the rules of the New York Stock Exchange (“NYSE”), including exemptions from certain of the

corporate governance listing requirements

Use of Proceeds

The selling stockholder will receive all the proceeds from the sale of shares of their common stock in this offering.

They will not receive any proceeds from the sale of shares of their common stock in this offering.

Competition

Company

Stock

Symbol Exchange.

The Talbots Inc. Private

Ann Inc. ANN NYSE

. Chico’s Fas, Inc. CHS NYSE

Kate Spade & Co. KATE NYSE

Kohl’s Corp. KSS NYSE

Ralph Lauren Corp. RL NYSE

Nordstrom Inc. JWN NYSE

LOFT Private

Macy’s M NYSE

Market Opportunity

While they find that women of all ages are attracted to their brand, their typical customer is 40 to 65 years old, is college educated and has an annual household income that exceeds $150,000. She leads a busy, yet balanced life, as she works outside the home, is involved in her community and has a family with children. She values comfort, ease and versatility in her wardrobe, in addition to quality fabrics and

thoughtful details. She is fashion conscious and looks to J.Jill to interpret current trends most relevant to her needs and lifestyle. She buys wear-now product and is willing to invest in special, unique pieces. She is tech savvy, but also loves the J.Jill store experience and frequently engages with them across all channels.

Their customers are highly loyal, as evidenced by their average customer tenure of seven years and annual retention rate of 59% in pro forma fiscal year 2015. As their customers increase their tenure with their brand, they tend to spend more and order more frequently. Customers who have been with the brand for more than five years comprise approximately 61% of their active customer base, and in pro forma fiscal year 2015 represented approximately 70% of their gross sales and shopped with them 1.5 times more per year than new-to-brand customers. Additionally, as customers are retained over time, they tend to migrate from single channel customers to more valuable, omni-channel customers. Overall, their omni-channel customers shop nearly three more times per year and spend nearly three more times per year than their single-channel customers, and are highly loyal, as evidenced by their average annual retention rate of 84%. Omni-channel customers now reflect 21% of their active customer base for the twelve months ended October 29, 2016, which has increased from 19% in fiscal year 2014 and 20% in pro forma fiscal year 2015.

Direct Channel

Their direct channel, which represented 42% of total net sales for the twelve months ended October 29, 2016, consists of their website and catalog orders. Given their recent growth in the direct channel, they expect to grow this business to approximately 50% of total net sales over the next few years.

Retail Channel

Their Stores

Their retail channel represented 58% of net sales for the twelve months ended October 29, 2016. As of October 29, 2016, they operated 271 stores across 43 states with approximately half located in lifestyle centers and the remaining in premium malls; all of their stores are leased.

Interim Periods

Predecessor Successor Predecessor Successor

(in thousands, except

share and per share data)

For the

Fiscal Year

Ended

February 2,

2013

For the

Fiscal Year

Ended

February 1,

2014

For the

Fiscal Year

Ended

January 31,

2015

For the

Period

February 1,

2015 to

May 7,

2015

For the

Period

May 8,

2015 to

January 30,

2016

For the

Period

February 1,

2015 to

May 7,

2015

For the

Period

May 8,

2015 to

October 31,

2015

(unaudited)

For the

Thirty-Nine

Weeks

Ended

October 29,

2016

(unaudited)

Statements of Operations

Data:

Net sales $ 431,881 $ 456,026 $ 483,400 $ 141,921 $ 420,094 $ 141,921 $ 274,741 $ 472,139

Costs of goods sold 155,363 161,261 164,792 44,232 155,091 44,232 101,185 149,673

Gross profit 276,518 294,765 318,608 97,689 265,003 97,689 173,556 322,466 Selling, general and

administrative

expenses 263,519 267,319 279,557 80,151 246,482 80,151 161,236 273,882 Acquisition-related

expenses — — — 13,341 — 13,341 — —

Operating income 12,999 27,446 39,051 4,197 18,521 4,197 12,320 48,584 Interest expense 19,183 19,064 17,895 4,599 11,893 4,599 7,922 13,630

Income (loss) before provision for income

taxes (6,184 ) 8,382 21,156 (402 ) 6,628 (402 ) 4,398 34,954

Provision (benefit) for income taxes (2,583 ) 3,884 10,860 1,499 2,322 1,499 1,541 12,924

Net income (loss) $ (3,601 ) $ 4,498 $ 10,296 $ (1,901 ) $ 4,306 $ (1,901 ) $ 2,857 $ 22,030

Net income (loss) per

share attributable to

common

stockholders:

Basic and diluted $ (0.08 ) $ 0.10 $ 0.24 $ (0.04 ) $ 0.10 $ (0.04 ) $ 0.07 $ 0.50

Weighted average

number of common

shares outstanding: Basic and diluted 43,747,944 43,747,944 43,747,944 43,747,944 43,747,944 43,747,944 43,747,944 43,747,944

(in thousands) Predecessor Successor

February 2,

2013

February 1,

2014

January 31,

2015

January 30,

2016

October 29, 2016

(unaudited)

Balance Sheet data (at end of period):

Cash $ 673 $ 518 $ 604 $ 27,505 $ 4,955

Net operating assets and liabilities(4) 2,338 (7,472 ) (8,055 ) 3,477 19,749 Total assets 254,441 259,735 278,232 582,032 578,468

Current and non-current portions of long-

term debt, net of discount and debt

issuance costs 106,318 94,153 82,369 239,978 277,256

Preferred capital 72,824 72,824 72,824 — —

Total equity (22,986 ) (16,765 ) (1,317 ) 166,571 118,754

Target Markets

Grow Size and Value of Their Active Customer Base. They have a significant

opportunity to continue to attract new customers to their brand and to grow the size and value of their active customer base across all channels. Historically, they grew their business by driving spend per customer. They strategically increased their marketing investment to drive growth through the acquisition of new customers, reactivation of lapsed customers and the retention of existing customers. This investment has proven effective as, for example, in fiscal year 2015 they increased their marketing investment by 16%, resulting in active customer base growth of 12%, including new customer growth of 15%. They also experienced an increase in spend per customer by 6% as customers purchased more frequently and spent more per transaction. In addition, in fiscal year 2015, the number of their omni-channel customers, who purchase on nearly three more occasions per year and spend nearly three more times per year than their single-channel customers, increased by 21%. They recently began a brand voice and customer segmentation initiative which, upon completion, will further enhance their ability to target the highest value customers and increase customer spending. Through these initiatives, they believe they will continue to attract new customers to their brand, migrate customers from single-channel to more

profitable omni-channel customers and increase overall customer retention and spend.

Increase Direct Sales. Given their strong foundation that positions them to capitalize on

the growth of online and mobile shopping, they believe they have the opportunity to grow their direct sales from 42% of their net sales to approximately 50% over the next few years. According to Euromonitor, online apparel sales are expected to grow at a CAGR of approximately 15% from 2015 to 2020, which is significantly above the long-term growth of the broader apparel industry. They are undertaking several initiatives to enhance their capabilities and drive additional direct sales. They are in the process of re-platforming their website to improve their customers’ personalized shopping experience and increase the ease of navigation, checkout and overall engagement. Their new platform, managed by their experienced team, will provide them with the opportunity to expand internationally. In addition, their mobile platform provides them with the ability to effectively engage with their customer on her mobile device by providing her with access to product research and the ability to connect with the brand socially. They believe their powerful direct platform will enable them to further strengthen their dominant market position and broaden their customer reach.

Profitably Expand Their Store Base. Based on their proven new store economics, they

believe that they have the potential to grow their store base by up to 100 stores over the long term from their total of 275 stores as of January 28, 2017. They will target new locations in lifestyle centers and premium malls, and they plan to open 10-15 new stores in fiscal year 2017 and in each year thereafter. Their new store model targets an average of approximately $1.0 million of net sales per store and approximately $270,000 of 4-wall contribution within the first full year of operations. They introduced a new store design concept in 2013 that showcases their brand concept and elevates, yet simplifies the J.Jill shopping experience. The new store concept provides a welcoming, easy-to-shop format that guides her through clearly merchandised product stories. All of their new and refreshed stores will reflect their new design concept. They also plan to selectively close underperforming stores on an annual basis, including one in 2016.

Strengthen Omni-Channel Capabilities. They are pursuing a variety of initiatives

designed to enhance their omni-channel capabilities focused on best serving their customer, wherever and whenever she chooses to shop. They have recently enhanced their management team to focus on the omni-channel customer experience, including the recent hires of a Chief Information Officer and a Senior Vice President of Marketing. They will continue to leverage their insight into customer attributes and behavior, which will guide strategic investments in their business. For example, they will enhance their ability to seamlessly manage their inventory across all of their channels. They also plan to implement technology to further fulfill customer demand, including ship from store to customer and order online for pickup in store. They expect their sustainable model, combined with their omni-channel initiatives, will continue to drive traffic, increase average transaction value and enhance conversion across all of their channels.

Enhance Product Assortment. They believe there is an opportunity to grow their

business by selectively broadening and enhancing their assortment in certain

product categories, including their Pure Jill and Wearever sub-brands, their Women’s and Petite’s businesses, and accessories. Based on strong demand for their extended size product and their sub-brands, they believe they have the opportunity to expand and focus these categories in selected stores as well as test the offering in stand-alone store formats. They also believe they have the opportunity to continue to optimize their assortment architecture and productivity by delivering the right mix and flow of fashion and basics to their channels. In addition, they will continue delivering high quality customer focused product assortments across each of their channels, while strengthening visual merchandising. Through their focused and enhanced product offering, particularly in their sub-brands and extended sizes, they believe they will continue to drive profitable sales growth over time.

Company's Unique Strengths

Distinct, Well-Recognized Brand. The J.Jill brand represents an easy, relaxed and

inspired style that reflects the confidence and comfort of a woman with a rich, full life. They have cultivated a differentiated brand that resonates with their customers, as evidenced by the fact that they have one of the highest levels of brand satisfaction and one of the highest aided brand awareness scores relative to their peers. Through their commitment to their customer and their brand building activities, they have created significant brand trust and an emotional connection with their customers that they believe will facilitate sustainable sales growth and market share gains over time.

Industry-Leading Omni-Channel Business. They have developed a powerful, omni-

channel business model comprised of their industry-leading direct channel and their retail stores. Their direct and retail channels complement and drive traffic to one another, and they leverage their targeted marketing initiatives to acquire new customers across all channels. While 64% of new to brand customers first engage with J.Jill through their retail stores, they have a strong track record of migrating customers from a single-channel customer to a more valuable, omni-channel customer. On average, their omni-channel customers purchase on nearly three more occasions per year and spend nearly three more times per year than their single-channel customers. As a result, their direct penetration has grown rapidly and accounted for 42% of net sales for the twelve months ended October 29, 2016 driven primarily by growth in their E-commerce business. They believe their strong omni-channel capabilities enable them to deliver a seamless brand experience to their customer, wherever and whenever she chooses to shop.

Data-Centric Approach That Drives Consistent Profitability and Mitigates

Risk. They believe they have strong customer and transaction data capabilities, but it is

their use of the data that distinguishes them from their competitors. They have developed industry-leading data capture capabilities that allow them to match approximately 97% of transactions to an identifiable customer, which they believe is significantly ahead of the industry standard. They maintain an extensive customer database that tracks customer details from personal identifiers and demographic overlay (e.g., name, address, age and household income) and transaction history (e.g., orders, returns and order value). They continually leverage this database and apply their insights

to operate their business, as well as to acquire new customers and then create, build and maintain a relationship with each customer to drive optimum value. For example, in fiscal year 2015 they utilized insights from their data to expand their marketing investment and focus their initiatives to emphasize customer acquisition. This drove growth in active customers by 12% and new customers by 15%. They also increased spend per customer by 6% as customers purchased more frequently and spent more per transaction. They believe their data-centric approach allows them to respond to customer preferences and mitigate risk leading to consistent, predictable operating and financial performance over time.

Affluent and Loyal Customer Base. They target an attractive demographic of

affluent women in the 40-65 age range, a segment of the population that is experiencing outsized population growth between 2010 and 2020 in the United States, according to the U.S. Census Bureau. With an average annual household income that exceeds $150,000, their customer has significant spending power. She is highly loyal as evidenced by the fact that approximately 70% of their gross sales in pro forma fiscal year 2015 came from customers that have been shopping with J.Jill for at least five years. Customers who remain with their brand for five years or longer spend nearly twice as much and shop with them 1.5 times more per year than a new-to-brand customer. Their private label credit card program also drives customer loyalty and encourages spending, as average spend per card holder is over two times higher than non-card holders. They believe they will continue to develop long-term customer relationships that will drive profitable sales growth.

Customer-Focused Product Assortment. Their customers strongly associate their

product with a modern balance of style, quality, comfort and ease suitable for a broad range of occasions at accessible price points, with an average selling price of $45. Their customer-focused assortment spans a full range of sizes and is designed to provide easy wardrobing that is relevant to her lifestyle. Each year they offer 12 merchandise collections that are introduced approximately every four weeks and designed and delivered to provide a consistent flow of fresh products. They create product newness through the use of different fabrics, colors, patterns and silhouettes, with approximately 40% new styles delivered in each monthly collection, which motivates their customer to visit their stores and/or their website more frequently. They have an in-house, customer centric product design and development process that leverages their extensive database of customer feedback and allows them to identify and incorporate changes in their customers’ preferences, mitigating fashion risk. They believe their customer focused approach to product development and continual delivery of fresh, high quality products drives traffic, frequency and conversion.

Company's Unique Risks

Their inability to anticipate and respond to changing customer preferences and

shifts in fashion and industry trends in a timely manner could have a material

adverse effect on their business, financial condition and results of operations.

Their inability to manage their inventory levels and merchandise mix, including with

respect to their omni-channel retail operations, could have a material adverse effect on their business, financial condition and results of operations.

Their growth strategy depends in part on their ability to open and operate new

retail stores on a profitable basis and if they are not successful in implementing future

retail store expansion, or if such new stores would negatively impact sales from their existing stores or from their direct channel, their growth and profitability could be adversely impacted.

They rely on third-party service providers, such as Federal Express and the U.S.

Postal Service, for the delivery of their merchandise and their catalogs.

Interruptions in their foreign sourcing operations and the relationships with their

suppliers and agents could disrupt production, shipment or receipt of their merchandise,

which would result in lost sales and increased costs. They do not own or operate any manufacturing facilities and therefore depend upon independent third-party suppliers for the manufacturing of all of their merchandise, primarily through the use of agents. In pro forma fiscal year 2015, approximately 81% of their products were sourced through agents and 19% were sourced directly from suppliers and factories. Their merchandise is manufactured to their specifications primarily by factories outside of the United States.

They continue to be controlled by TowerBrook, and TowerBrook’s interests may

conflict with their interests and the interests of other stockholders. Following this offering, TowerBrook will own 60% of their common equity. In addition, representatives of TowerBrook comprise a majority of their directors. As a result, TowerBrook will have effective control over the outcome of votes on all matters requiring approval by their stockholders

Bottom Line

Total net sales grew $432 million in fiscal year 2012, to $562 million in pro forma fiscal year 2015, reflecting a 9% compound annual growth rate (“CAGR”), and to $617 million for the twelve months ended October 29, 2016, reflecting a 10% CAGR. Net income grew from a loss of $3.6 million in fiscal year 2012, to $14.3 million in pro forma fiscal year 2015 and to $23.5 million for the twelve months ended October 29, 2016. Net income margin expanded of 330 basis points, from (0.8%) in fiscal year 2012, to 2.5% in pro forma fiscal year 2015, and of 460 basis points to 3.8% for the twelve months ended October 29, 2016.

They operate a highly profitable omni-channel platform that is well diversified across their direct (42% of net sales for the twelve months ended October 29, 2016) and retail (58% of net sales for the twelve months ended October 29, 2016) channels. Their customers strongly associate their products with a modern balance of style, quality, comfort and ease suitable for a broad range of occasions at accessible prices. Each of their monthly merchandised collections includes approximately 40% new styles, which provides a consistent flow of fresh product. They have a highly profitable omni-channel platform that

is well-diversified across their direct and retail channels. Their stores have produced strong and consistent performance, with 98% of their full-price locations generating positive 4-wall contribution in pro forma fiscal year 2015. E-commerce represented 88% of net sales for the twelve months ended October 29, 2016 and catalog orders represented 12% of net sales for the twelve months ended October 29, 2016. Their omni-channel approach allows them to drive customer response and purchasing behavior in all channels.

Customers who have been with the brand for more than five years comprise approximately 61% of their active customer base, and in pro forma fiscal year 2015 represented approximately 70% of their gross sales and shopped with them 1.5 times more per year than new-to-brand customers. Approximately 70% of their gross sales in pro forma fiscal year 2015 came from customers that have been shopping with J.Jill for at least five years. Their customers are highly loyal, as evidenced by their average customer tenure of seven years and annual retention rate of 59% in pro forma fiscal year 2015. Overall, their omni-channel customers shop nearly three more times per year and spend nearly three more times per year than their single-channel customers, and are highly loyal, as evidenced by their average annual retention rate of 84%. Omni-channel customers now reflect 21% of their active customer base for the twelve months ended October 29, 2016, which has increased from 19% in fiscal year 2014 and 20% in pro forma fiscal year 2015. Given their recent growth in the direct channel, they expect to grow this business to approximately 50% of total net sales over the next few years. Their retail channel represented 58% of net sales for the twelve months ended October 29, 2016.

They strategically increased their marketing investment to drive growth through the acquisition of new customers, reactivation of lapsed customers and the retention of existing customers. This investment has proven effective as, for example, in fiscal year 2015 they increased their marketing investment by 16%, resulting in active customer base growth of 12%, including new customer growth of 15%. They believe they have the opportunity to grow their direct sales from 42% of their net sales to approximately 50% over the next few years. Online apparel sales are expected to grow at a CAGR of approximately 15% from 2015 to 2020, which is significantly above the long-term growth of the broader apparel industry. they believe that they have the potential to grow their store base by up to 100 stores over the long term from their total of 275 stores as of January 28, 2017. They will target new locations in lifestyle centers and premium malls, and they plan to open 10-15 new stores in fiscal year 2017 and in each year thereafter. They also plan to selectively close underperforming stores on an annual basis, including one in 2016. They are pursuing a variety of initiatives designed to enhance their omni-channel capabilities focused on best serving their customer, wherever and whenever she chooses to shop. They expect their sustainable model, combined with their omni-channel initiatives, will continue to drive traffic, increase average transaction value and enhance conversion across all of their channels. They believe there is an opportunity to grow their business by selectively broadening and enhancing their assortment in certain product categories.

They have cultivated a differentiated brand that resonates with their customers, as evidenced by the fact that they have one of the highest levels of brand satisfaction and one of the highest aided brand awareness scores relative to their peers. While 64% of

new to brand customers first engage with J.Jill through their retail stores, they have a strong track record of migrating customers from a single-channel customer to a more valuable, omni-channel customer. They believe their strong omni-channel capabilities enable them to deliver a seamless brand experience to their customer, wherever and whenever she chooses to shop. . They have developed industry-leading data capture capabilities that allow them to match approximately 97% of transactions to an identifiable customer, which they believe is significantly ahead of the industry standard. In fiscal year 2015 they utilized insights from their data to expand their marketing investment and focus their initiatives to emphasize customer acquisition. This drove growth in active customers by 12% and new customers by 15%. They target an attractive demographic of affluent women in the 40-65 age range, a segment of the population that is experiencing outsized population growth between 2010 and 2020 in the United States. They believe they will continue to develop long-term customer relationships that will drive profitable sales growth. They create product newness through the use of different fabrics, colors, patterns and silhouettes, with approximately 40% new styles delivered in each monthly collection, which motivates their customer to visit their stores and/or their website more frequently. They believe their customer focused approach to product development and continual delivery of fresh, high quality products drives traffic, frequency and conversion.

They may be unable to anticipate and respond to changing customer preferences and shifts in fashion and industry trends in a timely manner, or to manage their inventory levels and merchandise mix. Their growth strategy depends in part on their ability to open and operate new retail stores on a profitable basis. New stores could negatively impact sales from their existing stores or from their direct channel and their growth and profitability could be adversely impacted. They rely on third-party service providers, such as Federal Express and the U.S. Postal Service, for the delivery of their merchandise and their catalogs. Interruptions in their foreign sourcing operations and the relationships with their suppliers and agents could disrupt production, shipment or receipt of their merchandise, which would result in lost sales and increased costs. In pro forma fiscal year 2015, approximately 81% of their products were sourced through agents and 19% to their specifications primarily by factories outside of the United States. Rating = 3

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_____________________________________________________

Presidio, Inc. PSDO $14.00-$16.00 16.7 million shares Underwriters: J.P. Morgan, Citigroup, Barclays, RBC Capital Markets Co-Managers: Credit Suisse, Goldman Sachs & Co., Wells Fargo Securities, Evercore ISI, Guggenheim Securities, Apollo Global Securities, LionTree Proposed trade date of 3/10 They are a leading provider of IT solutions to the middle market in North America.

Presidio, Inc. PSDO

16,666,666 shares to be offered between $14.00 and $16.00 per share

Underwriters: J.P. Morgan, Citigroup, Barclays, RBC Capital Markets Co-Managers: Credit Suisse, Goldman Sachs & Co., Wells Fargo Securities,

Evercore ISI, Guggenheim Securities, Apollo Global Securities, LionTree

Proposed trade date of 3/10

Rating = 3

Click here to view the prospectus.

https://www.sec.gov/Archives/edgar/data/1631825/000119312517057493/d226259ds1a.htm

Company Overview

Presidio is a leading provider of information technology (“IT”) solutions to the middle market in North America. They enable business transformation through their expertise in IT solutions, with a specific focus on Digital Infrastructure, Cloud and Security solutions. Their solutions are delivered through a broad suite of professional services, including strategy, consulting, design and implementation. They complement their professional services with project management, technology acquisition, managed services, maintenance and support to offer a full lifecycle model. Their services-led, lifecycle model leads to ongoing client engagement. As of June 30, 2016, they serve approximately 7,000 middle-market, large and government organizations across a diverse range of industries.

They have three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Through their increasing focus on cloud and security, they believe they are well positioned to benefit from the rapid growth in demand for these technologies and expect their business mix to continue shifting toward them. Within their three solutions areas, they offer customers enterprise-class solutions that are critical to driving digital transformation and expanding business capabilities. Examples of their solutions include advanced networking, Internet of Things (“IoT”), data center modernization, hybrid and multi-cloud, cyber risk management, enterprise mobility and management of data from sensors, cameras, wearables and machines that can be accessed and shaped to derive actionable insights and business outcomes (“data analytics”). These solutions are enabled by their expertise in foundational technologies, built upon their investments in network, data center, security, collaboration and mobility.

The middle market is a highly attractive segment of the IT Services market. They believe they are the leading middle-market provider of IT solutions and are differentiated by their strategic focus on this attractive segment. The increasing potential and complexity of emerging technologies and digital transformation are creating more demand for their solutions and services. As a trusted solutions provider, their clients rely on them for IT investment decisions. They simplify IT for them by building solutions utilizing what they view as the best possible technologies. Customers in the middle market are usually large enough to have substantial technology needs but typically have fewer IT resources and lack the broad expertise required to develop the necessary solutions as compared to larger companies. Since many large-scale IT Services providers focus on larger enterprises, and because many resellers are

unable to provide end-to-end solutions, they believe the middle market has remained underpenetrated and underserved.

They develop and maintain their long-term client relationships through a localized direct sales force of over 500 employees based in over 60 offices across the United States as of June 30, 2016. As a strategic partner and trusted advisor to their clients, they provide the expertise to implement new solutions, as well as optimize and better leverage existing IT resources. They provide strategy, consulting, design, customized deployment, integration and lifecycle management through their team of approximately 1,600 engineers as of June 30, 2016, enabling them to architect and manage the ideal IT solutions for their clients. Their local delivery model, combining relationship managers and expert engineering teams, allows them to win, retain and expand their client relationships.

Their client base is diversified across individual customers and industry verticals. In their fiscal year ended June 30, 2016, only 19% of their revenue was attributable to their top 25 clients by revenue and no industry vertical accounted for more than 20% of their revenue. Among the verticals that they serve, healthcare, professional services, financial services, governments and education are their largest categories. They believe that their diversified business profile is a key driver of their ability to generate growth across different economic and technology cycles.

Their strategic focus on the middle market and high-growth solutions areas has enabled them to achieve 11% annualized growth in their revenue from their fiscal year ended June 30, 2012 to their fiscal year ended June 30, 2016. Over the same period, they have significantly outpaced the overall IT market growth rate, according to Gartner. They believe that they are well positioned for continued success as IT becomes more transformative and complex, driving demand for their solutions.

IPO Detail

This is the initial public offering of Presidio, Inc. and no public market currently exists for its common stock. Presidio, Inc. is offering 16,666,666 shares of common stock as described in the prospectus. The company expects the initial public offering price of its common stock to be between $14.00 and $16.00 per share. The company has applied to list its common stock on the NASDAQ Global Market New York Stock Exchange under the symbol “PSDO.”

Common stock offered by the company 16,666,666 shares

Common stock to be outstanding

immediately after this offering 88,611,044 shares

Use of Proceeds They estimate that the net proceeds to them from the sale of their common stock in this Offering will be

approximately $230.0 million. They intend to use the net proceeds from this Offering as follows:

(a) They intend to use approximately $124.2 million of the net proceeds from this Offering to repurchase all of their

outstanding Subordinated Notes, of which $111.8 million in aggregate principal amount are currently outstanding, at

a purchase price of 110.25% of the principal amount thereof, plus accrued and unpaid interest, if any, up to but

excluding the date of such repurchase. If the net proceeds from this Offering are not sufficient to repurchase all of

their outstanding Subordinated Notes at such price, they will purchase a lesser aggregate principal amount of

Subordinated Notes with the available net proceeds. The Subordinated Notes accrue interest at a rate equal to 10.25%

per annum and will mature on February 15, 2023.

(b) They intend to use approximately $108.4 million of the net proceeds from this Offering to redeem $97.5 million

in aggregate principal amount of their Senior Notes at a redemption price of 110.25% of the principal amount thereof,

plus accrued and unpaid interest, if any, up to but excluding the date of such redemption. Net proceeds from this

Offering will be applied first, to repurchase up to all of their Subordinated Notes, and second, to redeem up to $97.5

million in aggregate principal amount of their Senior Notes, as described above. If the net proceeds from this

Offering are not sufficient to redeem $97.5 million in aggregate principal amount of their Senior Notes at such price

after repurchasing all of their outstanding Subordinated Notes, as described above, they will redeem a lesser

aggregate principal amount of Senior Notes with the available net proceeds. The Senior Notes accrue interest at a rate

equal to 10.25% per annum and will mature on February 15, 2023.

(c) To the extent any net proceeds from this Offering remain after repurchasing all of their Subordinated Notes and

redeeming $97.5 million in aggregate principal amount of their Senior Notes, they intend to use such remaining net

proceeds for working capital or general corporate purposes, including the repayment of amounts outstanding under

their February 2015 Credit Agreement or their Receivables Securitization Facility.

Competition

Company

Stock

Symbol Exchange.

Accenture plc ACN NYSE

CDW CDW NASDAQ

. Deloitte Private

Dimension Data Holdings PLC(subsidiary of

Nippon Telegraph & Telephone Corp.)

9432 JP

Computer Sciences Corp. CSC NYSE

CDW Corp. CDW NASDAQ

ePlus Inc. PLUS NASDAQ

Dell Technologies Inc. DVMT NYSE

Hewlett-Packard Enterprise Co. HPE NYSE

Apple AAPL

Amazon Web Services (subsidiary of

Amazon.com, Inc.)

AMZN NASDAQ

AT&T Inc. T NYSE

Optiv Security Inc. Private

Market Opportunity

They operate in the large and growing North American IT market. According to Gartner, the overall North American IT market is expected to grow to $1.3 trillion by 2020, representing a 2.6% CAGR from 2015, and the IT Services sub-market is expected to grow by 5.3% over the same period, to $497 billion. Their primary focus is on the attractive middle market of the overall North American IT market, which, according to Gartner, is projected to grow from $226 billion in 2015 to $293 billion in 2020, representing a 5.3% CAGR. The middle market is one of the fastest growing segments of the overall North American IT market in part because its companies often employ smaller internal IT teams that do not have the broad expertise required to keep pace with increasingly complex IT environments and constant technology changes. Industry dynamics continue to favor services-led solutions providers, as businesses increasingly rely on them to advise them on complex IT projects, enabling them to better focus on their core capabilities and enhance productivity.

While they primarily focus their operations on the U.S. middle market, they have generated sales in and have operations in Canada, the only other country included in Gartner’s North American IT market. Their sales in Canada generated approximately 0.3% of their revenue in the fiscal year ended June 30, 2016. Their total sales outside the United States represented approximately 2% of their total revenue for each of the fiscal years ended June 30, 2016, June 30, 2015, and June 30, 2014, and the growth rates of the overall North American IT market and the IT Services sub-market generally indicate a growing market for their business.

They believe that growth in IT spending will continue to be driven by the adoption of new technologies and market-related trends in cloud, security and IoT and the desire to integrate people, process and technology into digital business models. These trends reflect expanding IT complexity that organizations must manage to remain competitive; however, many middle-market companies lack the resources to design, integrate and manage full life cycle solutions across multiple technology silos to capitalize on these new technologies. A recent survey by Gartner2 predicted that the four biggest drivers of increased IT budget spend would be in the areas of analytics, infrastructure and datacenter, security and cloud, all of which are areas addressed by their core solutions.

Because of their strategic focus on high-growth solutions areas, their North American TAM is expected to grow at a 9% CAGR from $154 billion in 2015 to $232 billion in 2020, according to Gartner and management estimates. Predecessor Successor

(in millions, except share and

per share data)

Fiscal year ended June 30, July 1, 2014 to

February 1,

2015

November 20,

2014 to

June 30,

2015

Fiscal year

ended

June 30,

2016

Six months

ended

December 31,

2015

Six months

ended

December 31,

2016 2012 2013 2014

Statement of operations data: Revenue $ 1,763.8 $ 2,192.4 $ 2,266.0 $ 1,392.8 $ 985.5 $ 2,714.9 $ 1,374.6 $ 1,459.5

Cost of revenue 1,399.7 1,778.8 1,812.0 1,103.5 788.5 2,174.3 1,104.8 1,168.0

Gross margin 364.1 413.6 454.0 289.3 197.0 540.6 269.8 291.5

Operating expenses 308.0 334.3 362.5 262.5 186.4 441.7 203.6 233.7

Operating income 56.1 79.3 91.5 26.8 10.6 98.9 66.2 57.8

Interest expense 32.4 33.1 34.3 21.4 46.7 81.9 39.4 41.6

Loss on disposal of business — — — — — 6.8 6.8 — Loss on extinguishment of debt — 2.9 2.7 7.5 0.7 9.7 0.1 0.8

Other (income) expense, net 2.2 (1.9 ) (2.4 ) (0.2 ) 0.1 0.1 0.2 0.1

Total interest and other (income) expense 34.6 34.1 34.6 28.7 47.5 98.5 46.5 42.5

Income (loss) before income taxes 21.5 45.2 56.9 (1.9 ) (36.9 ) 0.4 19.7 15.3

Income tax expense (benefit) 10.7 18.4 24.4 3.2 (12.6 ) 3.8 9.2 6.3

Net income (loss) $ 10.8 $ 26.8 $ 32.5 $ (5.1 ) $ (24.3 ) $ (3.4 ) $ 10.5 $ 9.0

Predecessor Successor

As of

June 30,

As of

June 30,

As of

December 31,

(in millions, except per share data) 2012 2013 2014 2015 2016 2016

Balance sheet data:

Cash and cash equivalents $ 9.8 $ 8.6 $ 8.5 $ 88.3 $ 33.0 $ 45.5 Total assets 1,506.6 1,505.5 1,545.0 2,444.4 2,623.1 2,675.8

Total long-term debt 446.4 413.3 618.7 933.7 1,038.0 1,008.1

Total liabilities 1,214.8 1,188.7 1,448.5 2,108.6 2,276.2 2,318.8 Total stockholders’ equity 291.8 316.8 96.5 335.8 346.9 357.0

Cash dividends declared per common share $ — $ — $ 0.46 $ — $ — $ —

Target Markets

Expand and Deepen Relationships with Existing Clients They have a long history of

expanding revenue from existing clients by selling additional solutions based on their evolving needs. Their sales force and consulting teams grew their revenue per existing client (exclusive of Netech) from $382,000 in their fiscal year ended June 30, 2014 to $459,000 in their fiscal year ended June 30, 2016 by expanding the breadth of technical solutions they provide and further penetrating their client base. In their fiscal year ended June 30, 2016, exclusive of Netech, their revenue per existing client utilizing all three solution areas was $1.2 million. They believe increasing complexity in the market, combined with their end-to-end IT solutions and their high-touch, lifecycle approach, position them for continued growth. This approach has resulted in strong client satisfaction and increasing client engagement that they believe will enable them to continue expanding their revenue per client as their clients leverage their expertise to adopt emerging technologies. As middle-market businesses embrace cloud capabilities and enhance digital security, they believe they are well positioned to capture increased spend from their existing client relationships.

Develop New Client Relationships They believe the diverse and fragmented nature

of the North American IT Services market provides them with a significant opportunity to further grow their client base. They have developed domain expertise managing complex technologies and vertical specific-challenges, which makes them a compelling choice for potential clients looking for an IT solutions partner. Their efforts to develop new client relationships are supported by their existing, referenceable client base. With their technological capabilities and proven record of success with clients, they are well positioned to acquire more clients as the need grows for consulting, deployment, integration and managed services. They also conduct highly coordinated marketing and sales activities using the strength of the Presidio brand to win new clients and penetrate

highly localized markets. In these markets, they are well positioned against smaller, regional IT providers who lack the resources to invest in increasingly advanced IT solutions.

Develop and Offer New Services and Solutions They focus on providing their clients

with the highest quality, optimal solutions for their complex IT needs. They have developed innovative solutions for their clients across technology cycles and are currently developing and providing solutions based on emerging IT trends. Digital Infrastructure, Cloud and Security are some of the fastest growing areas of IT spend and they are focused on developing and deploying new solutions to serve these markets. For example, they have a proprietary connected-vehicle solution, Presidio Managed Cloud and NGRM security offering that help solve complex IT problems associated with these trends. Through their national team of engineers, they maintain institutional knowledge and services capabilities that are adaptable, scalable and transferrable. They are constantly improving their offerings and developing new services and solutions for their clients, which they expect to drive incremental growth from existing and new clients.

Further Penetrate the North American Market They have been expanding their

geographic footprint in North America organically and inorganically and see new opportunities in several major regions. They take a deliberate and strategic approach to deciding which markets to pursue and consider a number of factors. Their expertise and solutions are scalable from region to region, so as they continue to expand they expect to take market share and create opportunities in new markets. For example, through organic investment in the Great Lakes region they generated a revenue CAGR of 36% from fiscal year 2012 to fiscal year 2016 in that region. Over that time period, they expanded their sales organization in key markets in Chicago, Indianapolis, Detroit, Cincinnati and Cleveland, and at the same time they made investments in engineering personnel to support their expanded activities in the region.

Pursue Strategic Acquisitions They expect to continue to consider strategic

acquisitions that can increase their technology expertise and geographic presence. They believe that their M&A strategy enhances and augments all of their growth avenues, including gaining capabilities, cross-selling to their existing clients and entering new markets and verticals. Since 2004, they have acquired and successfully integrated ten companies, capitalizing on their scale, client relationships and vendor partnerships to drive margin expansion post-acquisition. In 2015, they acquired Sequoia, a consulting, integration and services company headquartered in California, which provides them with improved cloud consulting and integration capabilities. Most recently, in 2016, they acquired Netech, an IT solutions provider headquartered in Michigan, which provides them with 11 offices to penetrate significant opportunities in the Midwestern United States. They have been successful at integrating their acquisitions and at retaining key management talent. These acquisitions are complementary with new office openings and the organic expansion of their presence in existing geographic markets. They expect to continue to selectively pursue acquisition opportunities within the highly fragmented IT solutions market, with a focus on enhancing their solutions offerings and geographic presence.

Company's Unique Strengths

Leading Provider of IT Solutions to the Middle Market They focus on serving the

attractive middle-market segment of the IT Services market. The middle market is one of the fastest growing segments of the overall IT Services market. They believe this is due to the strong demand for IT expertise in the segment, the massive number of companies in the segment and significant under-penetration in the segment. They believe they have created a compelling brand and reputation as a leading provider of enterprise-class IT solutions. They have a differentiated combination of national scale, local reach, technology expertise, end-to-end solution capabilities and full lifecycle services that they believe separates them from other providers in the market. Their ability to provide end-to-end solutions and solve complex needs has allowed them to become a partner of choice for their middle-market clients.

End-to-end Enterprise-class Solutions They deliver their end-to-end solutions

through a full lifecycle model, which combines consulting, engineering, managed services and technology to give them a significant competitive advantage compared to other IT providers. They believe that businesses increasingly seek a single provider of integrated multi-vendor, multi-technology solutions for their complex and mission-critical IT needs. Their ability to take a client’s high-level vision and distill it into a tangible IT roadmap is a key differentiator for their company; it requires a high degree of investment and technical know-how across technologies that would be difficult and costly to replicate. Their solutions enhance the technology capabilities that their clients believe are most important to their businesses by empowering enhanced productivity and expanded offerings to their clients. With their clients, their lifecycle approach allows for ongoing engagement across new projects and upgrades, as well as ongoing managed services and support. This service-led model resulted in 92% of their revenue for their fiscal year ended June 30, 2016 coming from clients that purchased their services. Their clients as of June 30, 2016 who are active managed services clients as of December 31, 2016, exclusive of Netech, generated an average of $1.2 million revenue per client in the fiscal year ended June 30, 2016.

Cutting-edge Technology Capabilities with a Proven Record of Capitalizing on

Technological Shifts They believe that their flexible business model has enabled

them to stay at the forefront of technology trends and develop a strong track record of growing across technology innovation cycles. They actively make organic and inorganic investments in the future of IT solutions, including multi-cloud, IoT, security and managed services. Recent examples of solutions developed for clients include their connected-vehicle solutions, Presidio Managed Cloud and their proprietary NGRM security offering. To ensure their clients have access to a wide range of technologies and best-of-breed solutions, they have developed strong relationships with over 500 original equipment manufacturers (“OEMs”) as of June 30, 2016. They partner with leading IT providers, such as Cisco, Citrix, Dell, EMC, F5, NetApp and VMware, as well as with emerging OEMs who specialize in next-generation technology such as Arista, FireEye, Nutanix, Palo Alto and Pure. They also partner with cloud service providers, such as Amazon Web Services and Microsoft Azure, to help their clients capitalize on public and multi-cloud environments.

National Scale with Local Relationships Driven by an Industry-leading Team of

Engineers While they operate on a national scale, their go-to-market approach is

highly localized, helping to ensure a high degree of connectivity and continuity with their clients. Their solutions capability is powered by their services-led organization with specialized expertise across over 60 offices in the United States and over 2,800 employees nationally (in each case, as of June 30, 2016) to provide a high degree of connectivity with their clients. They deploy their end-to-end IT solutions through their team of approximately 1,600 engineers as of June 30, 2016, providing their middle-market client base with expertise that is difficult to replicate in-house. Their productive sales force, combined with their strong consulting capabilities, drive what they believe is their industry-leading engineer-to-sales-person ratio. They believe that the talent, experience and credibility of their engineering team help make them a preferred provider for advanced IT solutions.

Broad and Loyal Client Base As of June 30, 2016, they have approximately 7,000

clients, primarily in the middle market and government segments. In addition, they also serve clients that have grown beyond the middle market, as well as targeted large enterprises. Their clients span a number of large and economically important verticals, including financial services, healthcare, professional services, retail, media and education, as well as local and federal government. Their broad client base provides them a diversified and reoccurring revenue opportunity that helps them grow across economic and technology cycles. Their high-touch, lifecycle approach has resulted in strong client satisfaction, as demonstrated by their NPS of 49 in calendar year 2014, 59 in calendar year 2015 and 64 in calendar year 2016, which compares very favorably to the Tech Vendor NPS Benchmark, 2016 (B2B) average score of 30 according to Temkin Group. This positive client satisfaction helps drive their long-term and expanding client relationships. Since 2014, they have grown the number of clients to whom they have sold solutions across all three of their solutions areas from approximately 900 to approximately 1,600. Their relationship with their top 25 clients averages over six years. Their clients are loyal and continue to rely on them for services and new solutions, as evidenced by the fact that clients comprising 95% of their fiscal 2013 revenue made repeat purchases during their 2014 to 2016 fiscal years. They have grown the number of clients that produced more than $100,000 of revenue from approximately 1,900 in fiscal 2014 to 2,150 in fiscal 2016.

Strong Domain Expertise Their engineers develop custom solutions for clients within

specific technologies and verticals and drive them across their national network. They have expertise in digital infrastructure, cloud and security solutions, and they have a deep understanding of the emerging trends, technologies and best practices. Their extensive experience with a broad set of technologies allows them to create differentiated and best-in-class solutions, which they expect to be increasingly important as IT solutions become more multi-vendor and tailored for clients. Across their national platform, they develop insights into the specific IT challenges facing their clients, which provide them with a significant advantage in developing superior solutions and winning new clients. They are able to leverage this domain expertise within and across verticals and technologies. Their ability to replicate and scale their knowledge and practices greatly enhances their efficiency and the quality of their solutions. Through their proprietary iConnect internal intranet, Presidio engineering and sales teams are

able to access prior work product including successful proposals, scopes of work, design and as-built drawings, configurations and technical training. By leveraging this knowledge base, their professionals are able to quickly and efficiently respond to new opportunities with validated technical details based on previous work for that client or another of a similar size or in a similar vertical.

Company's Unique Risks

Changes and innovation in the information technology industry may result in

reduced demand for their information technology solutions.

Their financial performance could be adversely impacted if their federal, state and

local government clients decrease their spending on technology products. They

provide IT services to various government agencies, including federal, state and local government entities. For the fiscal year ended June 30, 2016, 11% of their revenue came from sales to state and local governments and 6% of their revenue was derived from sales to the federal government. These sales may be impacted by government spending policies, budget priorities and revenue levels.

Their solutions depend on the innovation and adaptability of their vendor partners,

as well as their ability to partner with emerging technology providers.

Their investments in new services and technologies may not be successful. They

have recently begun and continue to invest in new services and technologies, including cloud, security, mobility, data analytics, software-defined networking and IoT. The complexity of these solutions, their learning curve in developing and supporting them and significant competition in the markets for these solutions could make it difficult for them to market and implement these solutions successfully. There is further risk that they will be unable to protect and enforce their rights to use such intellectual property.

If they infringe on the intellectual property rights of third parties, they may be

subject to costly disputes or indemnification obligations that could adversely impact their business, financial condition or results of operations.

Their engagements with their clients are based on estimated pricing terms. If their

estimates are incorrect, these terms could become unprofitable.

They may not realize the full amount of their backlog, which could have a material

adverse impact on their business, financial condition or results of operations. As of

December 31, 2016, their backlog orders believed to be firm was approximately $517 million, compared to approximately $410 million as of December 31, 2015. There can be no assurance that their backlog will result in actual revenue in any particular period, or at all, or that any contract included in their backlog will be profitable.

Apollo and its affiliates will continue to have control over them after this Offering, including the ability to elect all of their directors and prevent any transaction that requires approval of their Board of Directors or their stockholders and may also pursue corporate opportunities independent of them that could present conflicts with their and their

stockholders’ interests. After the consummation of this Offering, the Apollo Funds will indirectly beneficially own approximately 75.6% of their common stock after the completion of this Offering. Therefore, the Apollo Funds effectively will have the ability to prevent any transaction that requires the approval of their Board of Directors or their stockholders.

Their substantial indebtedness could impair their financial flexibility, competitive

position and financial condition. They have a substantial amount of indebtedness

and other obligations. As of December 31, 2016, on a pro forma basis giving effect to this Offering and the use of the estimated net proceeds thereof, they would have had $828.6 million in aggregate principal amount of total debt outstanding, which includes $125.0 million of indebtedness under the Senior Notes which will mature on February 15, 2023 and which were issued by Presidio Holdings Inc.

Bottom Line

Their revenue was $1,393 million for the Predecessor period beginning July 1, 2014 and ending February 1, 2015 and $985 million for the Successor period beginning November 20, 2014 and ending June 30, 2015. From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. Their revenue for their Combined fiscal year ended June 30, 2015 was $2,378 million and increased 14.2% to $2,715 million in their fiscal year ended June 30, 2016. In their fiscal year ended June 30, 2016, their net loss was $3.4 million. In the same period, Adjusted EBITDA and Adjusted Net Income were $211.1 million and $81.2 million, respectively. Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures.

They have three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Within their three solutions areas, they offer customers enterprise-class solutions that are critical to driving digital transformation and expanding business capabilities. The middle market is a highly attractive segment of the IT Services market. They believe they are the leading middle-market provider of IT solutions and are differentiated by their strategic focus on this attractive segment. Customers in the middle market are usually large enough to have substantial technology needs but typically have fewer IT resources and lack the broad expertise required to develop the necessary solutions as compared to larger companies. Their local delivery model, combining relationship managers and expert engineering teams, allows them to win, retain and expand their client relationships. Their client base is diversified across individual customers and industry verticals. In their fiscal year ended June 30, 2016, only 19% of their revenue was attributable to their top 25 clients by revenue and no industry vertical accounted for more than 20% of their revenue. Their strategic focus on the middle market and high-growth solutions areas has enabled them to achieve 11% annualized growth in their revenue from their fiscal year ended June 30, 2012 to their fiscal year ended June 30, 2016.

The overall North American IT market is expected to grow to $1.3 trillion by 2020, representing a 2.6% CAGR from 2015, and the IT Services sub-market is expected to grow by 5.3% over the same period, to $497 billion. The attractive middle market of the overall North American IT market is projected to grow from $226 billion in 2015 to $293

billion in 2020, representing a 5.3% CAGR. The middle market is one of the fastest growing segments of the overall North American IT market in part because its companies often employ smaller internal IT teams that do not have the broad expertise required to keep pace with increasingly complex IT environments and constant technology changes. While they primarily focus their operations on the U.S. middle market, they have generated sales in and have operations in Canada. They believe that growth in IT spending will continue to be driven by the adoption of new technologies and market-related trends in cloud, security and IoT and the desire to integrate people, process and technology into digital business models. Because of their strategic focus on high-growth solutions areas, their North American TAM is expected to grow at a 9% CAGR from $154 billion in 2015 to $232 billion in 2020, according to Gartner and management estimates.

They believe increasing complexity in the market, combined with their end-to-end IT solutions and their high-touch, lifecycle approach, position them for continued growth. As middle-market businesses embrace cloud capabilities and enhance digital security, they believe they are well positioned to capture increased spend from their existing client relationships. They believe the diverse and fragmented nature of the North American IT Services market provides them with a significant opportunity to further grow their client base. In highly localized markets, they are well positioned against smaller, regional IT providers who lack the resources to invest in increasingly advanced IT solutions. They have developed innovative solutions for their clients across technology cycles and are currently developing and providing solutions based on emerging IT trends. are constantly improving their offerings and developing new services and solutions for their clients, which they expect to drive incremental growth from existing and new clients. They have been expanding their geographic footprint in North America organically and inorganically and see new opportunities in several major regions. They expect to continue to consider strategic acquisitions that can increase their technology expertise and geographic presence. They expect to continue to selectively pursue acquisition opportunities within the highly fragmented IT solutions market, with a focus on enhancing their solutions offerings and geographic presence.

They have a differentiated combination of national scale, local reach, technology expertise, end-to-end solution capabilities and full lifecycle services that they believe separates them from other providers in the market. They deliver their end-to-end solutions through a full lifecycle model, which combines consulting, engineering, managed services and technology to give them a significant competitive advantage compared to other IT providers. They believe that their flexible business model has enabled them to stay at the forefront of technology trends and develop a strong track record of growing across technology innovation cycles. They also partner with cloud service providers, such as Amazon Web Services and Microsoft Azure, to help their clients capitalize on public and multi-cloud environments. While they operate on a national scale, their go-to-market approach is highly localized, helping to ensure a high degree of connectivity and continuity with their clients. They deploy their end-to-end IT solutions through their team of approximately 1,600 engineers as of June 30, 2016, providing their middle-market client base with expertise that is difficult to replicate in-house. Their clients span a number of large and economically important verticals, including financial services, healthcare, professional services, retail, media and education, as well as local and federal government. Their broad client base provides

them a diversified and reoccurring revenue opportunity that helps them grow across economic and technology cycles. Their extensive experience with a broad set of technologies allows them to create differentiated and best-in-class solutions, which they expect to be increasingly important as IT solutions become more multi-vendor and tailored for clients.

Changes and innovation in the information technology industry may result in reduced demand for their information technology solutions. For the fiscal year ended June 30, 2016, 11% of their revenue came from sales to state and local governments and 6% of their revenue was derived from sales to the federal government. These sales may be impacted by government spending policies, budget priorities and revenue levels. Their solutions depend on the innovation and adaptability of their vendor partners, as well as their ability to partner with emerging technology providers. Their investments in new services and technologies may not be successful. There is further risk that they will be unable to protect and enforce their rights to use such intellectual property. They may infringe on the intellectual property rights of third parties. They have a substantial amount of indebtedness and other obligations. As of December 31, 2016, on a pro forma basis giving effect to this Offering and the use of the estimated net proceeds thereof, they would have had $828.6 million in aggregate principal amount of total debt outstanding They may not realize the full amount of their backlog, which could have a material adverse impact on their business, financial condition or results of operations. Rating = 3

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_______________________________________________________ Secondaries Our Buy, Neutral or Avoid ratings of the Secondaries shown below are intended as a recommendation for those who buy Secondaries on a regular basis. For example, this is not to be interpreted as a Buy recommendation in the traditional sense of adding to your stock portfolio; this is a short term (usually one day or opening trade) time period.

Scott Sweet Senior Managing Partner

Principal Researcher

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