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BUSINESS AND TECH-ENABLED SERVICESSECTOR REPORTNovember 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, 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

Investment in

We Advised NorthEdgeWe Advised the Seller

Acquired by

We Advised the Seller

AcquiredAcquired by

We Advised the SellerWe Advised the Seller

Acquired by

Acquired by

We Advised the Seller

Acquired by

We Advised the Seller

Acquired by

We Advised the SellerWe Advised the Seller

Acquired by

We Advised TCV

Investment in

We Advised the Seller

Acquired by

We Advised the Buyer

Investment in

IT Services CRM Services Digital Marketing Information Services Information Services Risk Mgmt Services Patent ServicesSoftware Services IT Services

Digital Marketing HR Solutions Marketing Services Digital Marketing IT Services IT Services Claims ManagementDigital Marketing Information Services

Acquired by

We Advised the Seller

We Advised Moneypenny

Received an Investment from

We Advised the Seller

Acquired by

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CASE STUDY: SALE OF BE-TERNA TO DEUTSCHE PRIVATE EQUITY

GCA advised BE-terna Group, one of the leading full-service IT solutions providers in German-speaking Europe, on its sale to Deutsche Private Equity

TRANSACTION DETAILSAnnouncedNovember 2018

SECTORIT Services

DEAL TYPEM&A

Transaction Summary & Company Overview

On November 27, 2018, Deutsche Private Equity GmbH (DPE) announced its acquisition of BE-terna Group

BE-terna is the go-to-partner for mid-sized companies in German-speaking Europe offering solutions across the entire enterprise suite, including Enterprise Resource Planning, Business Intelligence, Customer Relationship Management, and Human Resource Management solutions

The Company is one of the largest Microsoft Dynamics 365 partners in German-speaking Europe and positioned at the forefront of cloud transformation

BE-terna has grown steadily since its foundation in 2005, generating revenues of almost EUR 70 million and employing around 500 people at 12 locations in Germany, Austria, and Switzerland

Supported by DPE, BE-terna plans to continue its strong organic growth in its core segments, further grow its service portfolio while, in the medium term, expanding through strategic acquisitions

Commentary

BE-terna's CEO Christian Kranebitter commented:

− "In a technologically rapidly changing and consolidating market, we see ourselves as a leading provider of technology solutions that are deeply rooted in the respective business processes and require interdisciplinary approaches

− In order to be able to map the spectrum of possible solutions and latest technologies and create real value-add for our customers, we want to continue our growth path

− With DPE, the BE-terna Group has now gained an investor and partner who will actively support the company’s expansion with its expertise

− In addition to DPE’s experience in supporting the growth of medium-sized companies, we were convinced by DPE’s entrepreneurial spirit and value orientation."

Acquired by

We Advised BE-terna

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CASE STUDY: ADVISED MONEYPENNY ON ITS INVESTMENT FROM ECI PARTNERS

GCA advised Moneypenny, a leading outsourced communications provider, on its investment from ECI, a growth-focused private equity firm

TRANSACTION DETAILSClosedNovember 2018

SECTORCRM Services

DEAL TYPEPrivate Placement

Transaction Summary & Company Overview

On November 11, 2018, ECI Partners announced its investment in Moneypenny, a leading outsourced communications provider

ECI’s investment will support Moneypenny’s international growth plans, and help it capitalize on the shift to AI-led solutions in the sector by delivering automation to its clients using AI and digital switchboard products

Moneypenny is a market leader and fast-growing company, with 700 staff and revenue of £33 million

The Company delivers outsourced telephone answering, live chat, switchboard, and a host of tech-enabled services to a wide range of businesses, from sole traders to multi-national corporations

Moneypenny handles 15 million calls and chats annually for more than 13,000 clients in the U.K. and U.S.

Demand for Moneypenny’s services is growing at a significant rate as business owners continue to look at ways to improve how they interact with customers, and to maximize operational efficiencies

Moneypenny meets this demand by combining cutting edge voice-based technology with a team of highly trained and knowledgeable receptionists

Commentary

Ed Reeves, co-founder of Moneypenny said:

− “We’ve such an exciting time ahead of us; we’re the market leaders, we’re growing incredibly quickly, and we continue to innovate, developing new technology such as our AI-enabled switchboards, to help our clients improve the service they offer their customers. That’s what makes Moneypenny stand out from the crowd. Today’s investment from ECI will enable us to take all of those elements and scale them up even more quickly for both our U.K. and U.S. businesses.”

Mark Keeley, Partner at ECI Partners, commented:

− “ECI is delighted to be partnering with Moneypenny to help it achieve its global growth ambition. The combination of market leading technology, a high calibre management team and culture of delivering excellence mean that Moneypenny is a very exciting opportunity which we are delighted to be a part of. We look forward to supporting Moneypenny over the next stage of its journey.”

Received an Investment from

We Advised Moneypenny

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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 $194.9 billion in volume across 3,172 transactions in 2018 YTD

− Several large transactions were announced in November:

• Koch Equity Development investment in Getty Images• Paychex acquisition of Oasis Outsourcing• Veritas Capital acquisition of minority stake in IRI• CVC Capital Partners acquisition of ConvergeOne

− Continued deal momentum in eDiscovery:

• Special Counsel (Adecco) investment in Relativity

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

• Marlin Equity Partners acquisition of SimplyWell• Gemspring Capital acquisition of Bobit Business Media• Lovell Minnick Partners acquisition of SRS Acquiom• Golden Gate Capital acquisition of Vector Solutions

− There are also several large deals in the market:

• Nielsen• WPP’s Kantar Group• Alliance Data Systems’ Epsilon marketing business

Executive Summary

Select M&A Transactions

Ann. Date Acquirer Target TEV ($MM)

11/27/18 NA

11/27/18 $133

11/27/18 $245

11/26/18($500MM Investment)

NA

11/26/18 $1,200

11/20/18 $115

11/19/18 ($48MM Investment)

NA

11/19/18 & NA

11/15/18 (Minority Stake)

NA

11/13/18($120MM Investment)

NA

11/13/18 $280

11/12/18(Investment)

NA

11/6/18 $1,662

11/5/18 NA

11/2/18 NA

11/1/18 $107+

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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

(8.0%) (24.6%) 6.3% 26.4% 21.3% (3.3%) 4.9% (28.7%)

LTM Share Price Performance

70%

80%

90%

100%

110%

120%

130%

140%

150%

Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18

S&P 500

2.3%

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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

8.9x / 1.7x 11.1x / 3.0x 15.7x / 5.2x 12.7x / 1.3x 15.6x / 3.5x 8.6x / 0.6x 11.8x / 2.2x 7.6x / 0.6x

2018E EBITDA / 2018E Revenue Multiple

EV / 2018E EBITDA EV / 2018E Revenue

5.2x

3.5x3.0x

2.2x1.7x

1.3x

0.6x 0.6x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

InformationServices

HR Services Events &Exhibitions

IT & BPOServices

Advertising& Marketing

Services

Consulting &Training

CustomerCare / CRM

Services

Staffing &Recruiting

15.7x 15.6x

12.7x11.8x

11.1x

8.9x 8.6x7.6x

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

Staffing &Recruiting

CustomerCare / CRM

Services

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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.

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

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

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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

7/2/2018 $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

4/20/2018 $1,400 22.2x NA 7.4x NA UK-based provider of consumer information management and direct marketing services to businesses

3/15/2018 $383 NA NA 7.0x NA UK-based provider of free access to credit reports and scores and consumer finance matching solutions

3/13/2018 $205 NA NA 2.8x NA Provides environmental risk information services and solutions serving the property due dil igence industry

2/12/2018Global Market Intelligence Division

$181 12.0x NA NA NATwo main units are CEIC and EMIS, which provide global financial information from the macro and micro perspectives, with a focus on data for emerging markets

Mean 17.9x 15.8x 3.9x 3.7xMedian 13.8x 15.9x 3.2x 3.8x

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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

11/26/2018 $1,200 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

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

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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

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

4/12/2018 $330 8.6x NA 3.1x NAProvides a data management, integration, and analytics infrastructure platform through commodity hardware, in the cloud, or both

4/9/2018 $215 NA NA 1.7x NA Provides health information management and locum tenens staffing

4/9/2018 $37 NA NA 1.6x NAPhill ips DiPisa is a nationwide executive retained search firm; Leaders for Today provides interim and permanent leadership workforce solutions

4/5/2018 NA 15.0x NA NA NA France-based provider of intellectual property information and management software and services

Mean 12.2x 11.7x 2.4x 1.7xMedian 12.0x 11.9x 1.7x 1.3x

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GCA: A LEADING INDEPENDENT GLOBAL INVESTMENT BANK

NEW YORK

ZURICH

MILAN

FRANKFURTMUNICH

TEL AVIVSAN FRANCISCO

Globally integrated platform with 18

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 Tech-Enabled

Services

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

Global 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