1

Salient Transactions Major Indices & Exchange Rates

Interest Rates

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CEB Acquires Evanta for $275M

• Evanta provides C-Suite executive development and collaboration

solutions for P2P engagement, networking and leadership training

• Through the acquisition, CEB expands not only its C-suite and senior

executive reach by nearly 50% to more than 30,000 leaders, but also

its presence in target domains and its total addressable market

OnShift Raises $17M Series D Round, Led by Health Velocity Capital

• Provides integrated and intuitive cloud-based software for hiring,

scheduling and workforce analysis in the senior care industry

• This capital allows OnShift to accelerate market penetration and rapidly

scale the development of new and innovative HCM SaaS products

PayScale Acquires MarketPay Associates

• MarketPay provides enterprise employee compensation market pricing,

automated salary survey management, market intelligence data

analytics and reporting SaaS

• The acquisition of MarketPay adds tools around machine learning and

survey-management software to complement PayScale’s capabilities

TriNet Acquires Teleborder

• Teleborder provides a cloud-based HR platform to manage the hiring,

retention and relocation of international employees

• The integration of Teleborder's capabilities into TriNet's platform

streamlines work visa applications and lets SMBs with and without in-

house immigration or HR teams hire & manage international employees

Frank Recruitment Group (“FRG”) Acquired by TPG Growth

• FRG provides permanent and temporary recruitment and staffing

services, focused exclusively on the enterprise software market

• The partnership is expected to help FRG target new segments of the

cloud technology market, launch new brands, strengthen existing ones,

and grow from a 700- to 2,000-person recruitment business

ABRY Partners Acquires SambaSafety

• SambaSafety provides driver risk management, monitoring,

background checking and analytics SaaS

• The acquisition helps accelerate the development and sales of

SambaSafety’s driver risk management platform and growth strategy

Recruiter.com Acquires Jasper Group

• Jasper Group offers a job placement platform that enables employers,

recruiters & applicants to transact the job-hiring process in real-time

• The combination gives Recruiter.com a cutting-edge platform,

recruitment expertise, and the largest network of recruiters in the world

Close as of

4/29/2016 1 Month 12 Month

Dow Jones Industrial Average 17,773.64 0.5% (0.4%)

NYSE Composite Index 10,436.92 2.2% (5.5%)

NASDAQ Composite Index 4,775.36 (1.9%) (3.4%)

AMEX Composite Index 2,358.59 5.1% (5.1%)

S&P 500 Index 2,065.30 0.3% (1.0%)

Russell 2000 Index 1,140.40 2.4% (6.5%)

Euro / USD 0.8732 (0.6%) (2.3%)

Japanese Yen / USD 106.8500 (4.9%) (10.8%)

British Pound / USD 0.6833 (1.6%) 5.0%

% Change

As of

4/29/2016 1 Month 12 Month

U.S. Prime Rate 3.500% 0.00 25.00

U.S. Treasury - 10 years 1.821% 3.70 (22.50)

ICE LIBOR - USD - 3 Month 0.637% 0.80 35.79

Federal Funds Overnight Rate 0.290% 2.00 24.00

Bps Change

HR Software and Services Update

2

HR Software and Services Headlines (continued)

04/23 Upwards of 70% of employees are not actively engaged in their jobs, according to Gallup’s State of the American

Workplace Report. Such widespread disengagement has a direct negative effect on the bottom line, and costs an

estimated $500 billion annually in reduced productivity and lost sales. Certain software providers, however, offer

solutions to help build alignment and engagement. For example, crowdsourcing software can help managers expose

nagging problems, while collaboration tools can increase buy-in by aligning the team around shared solutions, and

mobile crowdsourcing apps allow employees to vote on priorities & solve problems together (Techspective, 04/23/16).

04/22 Uber agreed to settle two class-action lawsuits for up to $100 million in a deal that keeps its drivers classified as

independent contractors, not employees. The deal includes drivers in California and Massachusetts who had claimed

they were misclassified as independent contractors. Drivers will remain independent contractors and the ride sharing

company will pay $84 million to the plaintiffs. The plaintiffs will receive a second payment of $16 million if Uber goes

public and its valuation increases one and a half times from its December 2015 financing valuation within the first year

of an IPO (Staffing Industry Analysts, 04/22/16).

04/22 With tightening labor markets, increased sophistication in hiring for best fit, and a more demanding employee

population, the key to achieving business growth is radically redefining how talent is managed, developed, and

incentivized. According to Mercer's 2016 Global Talent Trends Study – the first to take into account the perspective of

both employers and employees – a lack of development, outdated processes, and discontent with the role of

managers are the main drivers of workforce dissatisfaction. Astonishingly, 85% of organizations report that their talent

management programs and policies need an overhaul (Relocate Magazine, 04/22/16).

04/21 The field service management (“FSM”) market size is estimated to grow from $2.0 billion in 2015 to $5.1 billion by

2020, at an estimated CAGR of 21.0% through the period. The need for a centralized system for the management of

field services and the ever-evolving demand for increasing operational efficiency and reducing operational costs are

the important driving factors fueling the growth of the FSM Market. Various FSM solutions include schedule and

dispatch, work order management, mobile field execution, customer management, reporting and dashboards, billing

and invoicing, inventory management, and tracking & performance management (PRNewswire, 04/21/16).

04/20 Employers appear to be reacting to a tightening labor market by boosting wages to retain talent, according to ADP.

Full-time workers fall into two categories: job holders and job switchers. Just as it sounds, job holders are those who

stay in the same job, and job switchers are those who change jobs. Wages for full-time job holders rose 4.6% year-

over-year in the first quarter, up from an increase of 4.1% in the fourth quarter. However, job switchers' growth rate

slowed slightly – to 6.0% in the first quarter from 6.2% in the fourth quarter – though they still maintain higher wage

growth than holders (Staffing Industry Analysts, 04/20/16).

04/19 Passive job seekers with a wide network of referrals have the advantage over “active” job seekers, according to online

job board operator Beyond and research firm Future Workplace. The survey found that 71% of HR professionals say

employee referrals make the best hires, but only 7% of job seekers use them as their top resource for finding a job.

Additionally, 80% of HR professionals believe “passive job seekers” become the most effective employees. HR

professionals reported that, relative to “active” ones, “passive job seekers” tend to have more experience and valuable

skills, and also take their careers more seriously (Staffing Industry Analysts, 04/19/16).

3

HR Software and Services Headlines

04/19 Workforce analytics is a combination of software and methodology that implements statistical models to worker-related

data, allowing company leaders to develop human resource management (“HRM”). Workforce analytics helps to

analyze the efficiency of the employees / workers in an organization. It has many applications such as identification of

need for new departments and positions, physical risks to employees in specific positions, and employee job

satisfaction. The major driving factor of the workforce analytics market is increasing business competitiveness that

simultaneously requires workforce analytics in order to achieve better business results (Whatech, 04/19/16).

04/12 In a human capital-intensive industry such as management consulting, talent – with their skills and expertise – stand at

the heart of a firm’s success. However, despite the market showing strong signs of growth there is still an industry-

wide talent shortage which means holding onto talent is becoming an increasing concern for partners. One reason

talent management often fails in people-based business is that the responsibility of it gets assigned solely to the HR

department. Technology should play a central role when it comes to talent and a good talent management system will

support the business at all levels of integration (Consultancy UK, 04/12/16).

04/12 Employees are more likely to be satisfied with their employer's overall benefits package with the existence of a

wellness program, according to Four Seasons Financial Education. On scale of 1 through 10, those employees

without a wellness program at work rated their benefits satisfaction at 5.49. Those employees with a wellness

program available, but which excluded a financial wellness component, averaged a rating of 7.20. Those employees

with a wellness program available that included financial wellness rated their benefits at an average of 7.66. This

represents a 39.5% increase over the employee group without any wellness program at work (PRWeb, 04/12/16).

04/11 The primary source for finding candidates who are ultimately hired is social media, at 37% of successful hires,

according to Alexander Mann Solutions. 97% of recruiters use LinkedIn to find, attract and engage talent. 40% of

respondents have more than 2,000 connections on the social media platform, while 12% have more than 5,000. The

vast majority of recruiters are using paid job boards to attract candidates, but only 26% found successful candidates

through this channel, and only 12% fill more than half of their jobs this way (PRWeb, 04/11/16).

04/08 The number of IT jobs in the U.S. edged up 0.2% in March from February to almost 5.1 million, reported TechServe

Alliance, an association of IT and engineering staffing companies. IT employment in the U.S. rose by 3.9% year-over-

year (“YoY”) in March. The number of U.S. engineering jobs edged down 0.1% in March from February to just over

2.5 million jobs, representing a YoY increase of just 0.8%, which continues to underperform the overall workforce.

Many policymakers have noted that while there is still significant underlying strength in the U.S. economy, all

indicators are not uniformly positive (Staffing Industry Analysts, 04/08/16).

04/01 More than 50% of businesses surveyed had opted for the Cloud for their core HR online solutions in 2015, according

to Sierra-Cedar. Oracle estimates that over 150 million employees are already interacting with online HR software.

Instead of the expensive up-front license fees and multi-year contracts, cloud-based HR systems are ‘subscribed’ to,

on a pay-as-you-go basis, from as little as a few dollars per employee per month. Since the vendor is responsible for

the IT infrastructure, and has their HR software already installed in the Cloud, the system is virtually ready to use

(Business Computing World, 04/01/16).

(50%)

(40%)

(30%)

(20%)

(10%)

0%

10%

20%

30%

40%

30-Apr-15 30-Jun-15 31-Aug-15 31-Oct-15 31-Dec-15 29-Feb-16 30-Apr-16S&P 500 Index HR Technology HR Outsourcing HR Staffing & ServicesIT Staffing HR Benefits & Risk Consulting SaaS

Inde

xed

Pric

e (%

)

(7.6%)

(3.3%)

(9.8%)

(6.1%)

(1.0%)

(24.0%)

(2.7%)

(30%)

(25%)

(20%)

(15%)

(10%)

(5%)

0%

5%

10%

15%

20%

30-Apr-15 30-Jun-15 31-Aug-15 31-Oct-15 31-Dec-15 29-Feb-16 30-Apr-16

S&P 500 Index Dow Jones Industrial NASDAQ Composite Russell 2000

Inde

xed

Pric

e (%

)

(0.4%)

(6.5%)

(1.0%)(3.4%)

4

Source: Capital IQ HR Technology: LNKD, WDAY, ASX:SEK, ULTI, CEB, PAYC, PCTY, CSOD, BNFT, MWW, CALD, HSTM, DHX, TSX:HGN

HR Outsourcing: ADP, AON, WLTW, PAYX, HRB, TNET, WAGE, BOVESPA:QUAL3, NSP, CBZ, BBSI

HR Staffing & Services: TSE:6098, SWX:ADEN, ENXTAM:RAND, RHI, MAN, TMH, LSE:HAS, LSE:MPI, KFY, ENXTAM:USG, AHS, TBI, KELY.A, ENXTPA:CEN, AIM:IPEL, RECN,

CCRN, HSII

IT Staffing: ASGN, KFRC, AMEX:VISI, CDI

HR Benefits & Risk Consulting: MMC, AJG, LSE:JLT, TSX:MSI

SaaS: CRM, NOW, N, GWRE, RP, DWRE, HUBS, LOGM, RNG, CVT, MKTO, SPSC, IL, TXTR, TNGO, SQI

Note: APPF and MB began trading within the past year and are not included in 12 month calculations

HR Sector Indices vs. S&P 500 (12 Month Relative Share Price Returns as of April 29, 2016)

Market-Indexed Prices (12 Month Indexed Prices as of April 29, 2016)

Index 1 Month 12 Month

S&P 500 Index 0.3% (1.0%)

Dow Jones Industrial 0.5% (0.4%)

NASDAQ Composite (1.9%) (3.4%)

Russell 2000 2.4% (6.5%)

Index 1 Month 12 Month

S&P 500 Index 0.3% (1.0%)

HR Technology 1.7% (7.6%)

HR Outsourcing 1.0% (9.8%)

HR Staffing & Services (2.9%) (3.3%)

IT Staffing 2.1% (24.0%)

HR Benefits & Risk Consulting 3.1% (2.7%)

SaaS 15.2% (6.1%)

Industry Fundamentals

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

11.0x

12.0x

30-Apr-15 30-Jun-15 31-Aug-15 31-Oct-15 31-Dec-15 29-Feb-16 30-Apr-16

HR Technology HR Outsourcing HR Staffing & Services

IT Staffing HR Benefits & Risk Consulting SaaS

Ent

erpr

ise

Val

ue /

Rev

enue

5.2x

0.7x

2.5x

5.6x

2.2x

0.5x

0.0x

5.0x

10.0x

15.0x

20.0x

25.0x

30.0x

35.0x

40.0x

30-Apr-15 30-Jun-15 31-Aug-15 31-Oct-15 31-Dec-15 29-Feb-16 30-Apr-16HR Technology HR Outsourcing HR Staffing & Services

IT Staffing HR Benefits & Risk Consulting SaaS

Ent

erpr

ise

Val

ue/E

BIT

DA

12.7x

9.8x

12.8x

32.8x

13.1x

20.5x

5

Relative Valuation (12 Month EV / EBITDA Valuations as of April 29, 2016)

Relative Valuation (12 Month EV / Revenue Valuations as of April 29, 2016)

Index Averages 1 Month 12 Month

HR Technology 12.6x 13.3x

HR Outsourcing 12.7x 12.5x

HR Staffing & Services 10.0x 11.1x

IT Staffing 20.6x 15.9x

HR Benefits & Risk Consulting 12.6x 12.3x

SaaS 30.1x 26.0x

Index Averages 1 Month 12 Month

HR Technology 5.1x 5.9x

HR Outsourcing 2.5x 2.4x

HR Staffing & Services 0.7x 0.8x

IT Staffing 0.5x 0.6x

HR Benefits & Risk Consulting 2.2x 2.1x

SaaS 5.2x 6.6x

Source: Capital IQ; Note: EV/Revenue and EV/EBITDA multiples higher than 20.0x and 50.0x, respectively, are excluded from aggregate calculations HR Technology: LNKD, WDAY, ASX:SEK, ULTI, CEB, PAYC, PCTY, CSOD, BNFT, MWW, CALD, HSTM, DHX, TSX:HGN

HR Outsourcing: ADP, AON, WLTW, PAYX, HRB, TNET, WAGE, BOVESPA:QUAL3, NSP, CBZ, BBSI

HR Staffing & Services: TSE:6098, SWX:ADEN, ENXTAM:RAND, RHI, MAN, TMH, LSE:HAS, LSE:MPI, KFY, ENXTAM:USG, AHS, TBI, KELY.A, ENXTPA:CEN, AIM:IPEL, RECN,

CCRN, HSII

IT Staffing: ASGN, KFRC, AMEX:VISI, CDI

HR Benefits & Risk Consulting: MMC, AJG, LSE:JLT, TSX:MSI

SaaS: CRM, NOW, N, GWRE, RP, DWRE, HUBS, LOGM, RNG, CVT, MKTO, SPSC, IL, TXTR, TNGO, SQI

Note: APPF and MB began trading within the past year and are not included in 12 month calculations

Industry Fundamentals (continued)

6

Source: Capital IQ; Note: EV/EBITDA multiples higher than 50.0x are excluded from aggregate calculations and are marked as ‘NM’ HR Technology: LNKD, WDAY, ULTI, ASX:SEK, CEB, PAYC, PCTY, CSOD, BNFT, CALD, MWW, HSTM, DHX, CNXR, TSX:HGN

HR Outsourcing: ADP, AON, WLTW, PAYX, HRB, TNET, WAGE, BOVESPA:QUAL3, NSP, CBZ, BBSI

HR Staffing & Services: TSE:6098, SWX:ADEN, ENXTAM:RAND, MAN, RHI, TMH, LSE:HAS, LSE:MPI, AHS, KFY, ENXTAM:USG, TBI, ENXTPA:CEN, KELY.A, CCRN, AIM:IPEL,

RECN, HSII

($ in millions except stock price) EV as a multiple of LTM

Current 52 Week % of 52 Market Enterprise LTM LTM NTM Total Rev

Company Price High Week High Cap Value Revenue EBITDA % Margin Revenue EBITDA Revenue EBITDA Growth

HR Software and Services Public Trading Statistics (As of April 29, 2016)

HCM Technology

LinkedIn Corporation $125.31 $258.39 48.5% $16,549 $14,555 $3,214 $266 8.3% 4.5x NM 3.7x 13.9x 34.9%

Workday, Inc. 74.98 93.62 80.1% 14,691 13,229 1,162 (182) NM 11.4x NM 8.5x NM 47.5%

The Ultimate Software Group, Inc. 196.59 216.27 90.9% 5,671 5,585 660 64 9.7% 8.5x NM 6.8x 27.3x 24.7%

SEEK Limited 12.46 13.02 95.7% 4,289 4,895 699 266 38.0% 7.0x 18.4x 6.2x 15.9x 22.6%

CEB Inc. 61.69 91.57 67.4% 2,014 2,409 930 208 22.4% 2.6x 11.6x 2.4x 9.5x 1.0%

Paycom Software, Inc. 38.21 46.35 82.4% 2,258 2,233 225 42 18.7% 9.9x NM 7.2x 34.5x 48.8%

Paylocity Holding Corporation 38.27 46.90 81.6% 1,950 1,871 188 (0) NM 10.0x NM 7.4x NM 46.7%

Cornerstone OnDemand, Inc. 34.35 40.70 84.4% 1,882 1,870 340 (60) NM 5.5x NM 4.4x NM 28.9%

Benefitfocus, Inc. 37.90 47.49 79.8% 1,113 1,090 185 (45) NM 5.9x NM 4.7x NM 34.7%

Callidus Software Inc. 18.30 21.64 84.6% 1,039 942 173 0 0.2% 5.4x NM 4.4x 40.4x 26.7%

Healthstream Inc. 22.62 32.41 69.8% 718 567 216 25 11.5% 2.6x 22.8x 2.4x 14.4x 20.3%

DHI Group, Inc. 7.11 10.48 67.8% 369 436 254 59 23.3% 1.7x 7.3x 1.8x 6.4x (4.3%)

Monster Worldwide, Inc. 3.20 8.23 38.9% 284 316 667 94 14.1% 0.5x 3.4x 0.5x 3.3x (8.1%)

Halogen Software Inc. 6.71 8.89 75.5% 145 105 66 (4) NM 1.6x NM 1.4x NM 15.9%

Connecture, Inc. 2.31 12.79 18.1% 51 94 96 6 6.0% 1.0x 16.4x 0.9x 8.1x 13.3%

Mean 71.0% $3,346 15.2% 5.2x 13.3x 4.2x 17.4x 23.6%

Median 79.8% $1,870 12.8% 5.4x 14.0x 4.4x 14.1x 24.7%

HR Outsourcing

Automatic Data Processing, Inc. $88.44 $91.00 97.2% $40,457 $39,500 $11,464 $2,398 20.9% 3.4x 16.5x 3.2x 14.7x 6.2%

Aon plc 105.12 106.17 99.0% 28,391 34,097 11,606 2,542 21.9% 2.9x 13.4x 2.8x 12.7x (2.6%)

Willis Towers Watson Public Limited Co. 124.90 130.97 95.4% 17,290 20,208 7,463 1,453 19.5% 2.7x 13.9x 2.5x 11.1x 1.0%

Paychex, Inc. 52.12 54.78 95.1% 18,770 18,442 2,890 1,235 42.7% 6.4x 14.9x 5.9x 13.9x 7.6%

H&R Block, Inc. 20.24 37.53 53.9% 4,542 6,979 3,042 860 28.3% 2.3x 8.1x 2.3x 8.1x (8.9%)

WageWorks, Inc. 53.86 55.03 97.9% 1,953 1,531 334 64 19.2% 4.6x 23.8x 4.2x 13.9x 24.8%

TriNet Group, Inc. 16.62 36.59 45.4% 1,175 1,509 547 126 23.0% 2.8x 12.0x 2.5x 9.1x 7.8%

Qualicorp S.A. 4.30 7.37 58.4% 1,171 1,224 437 166 38.0% 2.8x 7.4x 2.2x 5.9x 15.9%

Insperity, Inc. 52.77 55.11 95.8% 1,129 849 438 120 27.4% 1.9x 7.1x 1.6x 6.1x 8.4%

CBIZ, Inc. 10.18 11.54 88.2% 535 766 761 86 11.4% 1.0x 8.9x 0.9x 8.0x 4.4%

Barrett Business Services Inc. 31.01 53.00 58.5% 223 236 743 39 5.3% 0.3x 6.0x 0.3x NM 16.7%

Mean 80.4% $11,395 23.4% 2.8x 12.0x 2.6x 10.3x 7.4%

Median 95.1% $1,531 21.9% 2.8x 12.0x 2.5x 10.1x 7.6%

HR Staffing & Services

Recruit Holdings Co.,Ltd. $31.96 $40.38 79.1% $18,049 $15,575 $12,511 $1,574 12.6% 1.2x 9.9x 0.9x 7.4x 9.4%

Adecco S.A. 64.40 87.55 73.6% 11,236 12,421 23,904 1,294 5.4% 0.5x 9.6x 0.5x 8.4x 10.1%

Randstad Holding NV 53.72 74.43 72.2% 9,823 10,163 22,196 1,023 4.6% 0.5x 9.9x 0.4x 8.4x 10.0%

ManpowerGroup Inc. 77.03 96.87 79.5% 5,561 5,762 19,375 796 4.1% 0.3x 7.2x 0.3x 6.8x (5.0%)

Team Health Holdings, Inc. 41.83 70.21 59.6% 3,087 5,467 3,597 362 10.1% 1.5x 15.1x 1.2x 10.8x 27.6%

Robert Half International Inc. 38.31 58.20 65.8% 4,964 4,741 5,192 640 12.3% 0.9x 7.4x 0.9x 6.9x 7.8%

Hays plc 1.87 2.54 73.7% 2,684 2,766 5,862 256 4.4% 0.5x 10.8x 0.4x 8.9x 6.2%

AMN Healthcare Services Inc. 35.51 37.47 94.8% 1,704 1,913 1,463 155 10.6% 1.3x 12.3x 1.1x 8.8x 41.2%

USG People NV 19.94 19.95 99.9% 1,617 1,820 2,991 118 3.9% 0.6x 15.4x 0.6x 10.6x 10.2%

Michael Page International plc 5.95 8.31 71.6% 1,839 1,700 1,570 146 9.3% 1.1x 11.7x 1.0x 9.6x 1.7%

Korn/Ferry International 27.14 38.93 69.7% 1,555 1,486 1,164 165 14.2% 1.3x 9.0x 0.9x 5.9x 15.4%

TrueBlue, Inc. 18.69 31.50 59.3% 769 913 2,768 147 5.3% 0.3x 6.2x 0.3x 5.9x 17.7%

Groupe CRIT SA 65.95 66.20 99.6% 732 775 2,107 126 6.0% 0.4x 6.1x 0.3x 5.3x 14.4%

Impellam Group PLC 11.60 12.73 91.1% 576 749 2,621 79 3.0% 0.3x 9.4x 0.2x 7.1x 34.3%

Kelly Services, Inc. 18.77 20.15 93.1% 712 726 5,518 89 1.6% 0.1x 8.2x 0.1x 5.0x (0.8%)

Cross Country Healthcare, Inc. 12.43 18.76 66.3% 407 495 767 35 4.6% 0.6x 14.1x 0.6x 10.6x 24.2%

Resources Connection, Inc. 14.77 18.71 78.9% 543 446 595 57 9.6% 0.8x 7.8x 0.7x 7.5x (0.6%)

Heidrick & Struggles International Inc. 19.73 30.62 64.4% 366 304 546 48 8.8% 0.6x 6.3x 0.5x 5.5x 9.6%

Mean $31.09 $40.75 77.4% $3,679 $3,790 $6,375 $395 7.2% 0.7x 9.8x 0.6x 7.7x 13.0%

Median $23.54 $34.49 73.7% $1,661 $1,760 $2,880 $151 5.7% 0.6x 9.5x 0.6x 7.5x 10.0%

7

Source: Capital IQ; Note: EV/EBITDA multiples higher than 50.0x are excluded from aggregate calculations and are marked as ‘NM’ IT Staffing: ASGN, KFRC, AMEX:VISI, CDI

HR Benefits & Risk Consulting: MMC, AJG, LSE:JLT, TSX:MSI

SaaS: CRM, NOW, N, GWRE, RP, DWRE, HUBS, NEWR, LOGM, RNG, BOX, CVT, MKTO, SPSC, IL, MB, TXTR, APPF, TNGO, SQI

($ in millions except stock price) EV as a multiple of LTM

Current 52 Week % of 52 Market Enterprise LTM LTM NTM Total Rev

Company Price High Week High Cap Value Revenue EBITDA % Margin Revenue EBITDA Revenue EBITDA Growth

HR Software and Services Public Trading Statistics (As of April 29, 2016) (continued)

IT Staffing

On Assignment Inc. $36.06 $51.00 70.7% $1,924 $2,618 $2,217 $235 10.6% 1.2x 11.1x 1.1x 8.5x 17.7%

Kforce Inc. 19.01 29.33 64.8% 516 599 1,319 81 6.2% 0.5x 7.4x 0.4x 6.9x 8.4%

Volt Information Sciences Inc. 7.51 12.42 60.5% 156 243 1,441 5 0.3% 0.2x 49.9x 0.2x 16.5x (13.8%)

CDI Corp. 7.15 14.70 48.6% 141 143 985 10 1.1% 0.1x 13.7x 0.2x NM (12.2%)

Mean $17.43 $26.86 61.2% $684 $901 $1,491 $83 4.5% 0.5x 20.5x 0.5x 10.6x 0.0%

Median $13.26 $22.02 62.6% $336 $421 $1,380 $46 3.6% 0.3x 12.4x 0.3x 8.5x (1.9%)

HR Benefits & Risk Consulting

Marsh & McLennan Companies, Inc. $63.15 $63.67 99.2% $32,901 $36,996 $13,014 $2,845 21.9% 2.8x 13.0x 2.7x 11.7x 0.9%

Arthur J Gallagher & Co. 46.04 49.59 92.8% 8,154 10,307 5,370 821 15.3% 1.9x 12.5x 1.8x 10.2x 9.9%

Jardine Lloyd Thompson Group plc 12.69 16.27 78.0% 2,679 3,329 1,703 301 17.6% 2.0x 11.1x 1.9x 9.2x 4.6%

Morneau Shepell Inc. 14.03 14.31 98.1% 678 933 409 60 14.6% 2.3x 15.6x 1.9x 10.3x 5.9%

Mean $33.98 $35.96 92.0% $11,103 $12,891 $5,124 $1,007 17.3% 2.2x 13.1x 2.1x 10.4x 5.3%

Median $30.04 $32.93 95.4% $5,417 $6,818 $3,537 $561 16.5% 2.1x 12.8x 1.9x 10.2x 5.2%

SaaS

salesforce.com, inc. $75.80 $82.90 91.4% $51,425 $52,140 $6,667 $466 7.0% 7.8x NM 6.4x 31.1x 24.1%

ServiceNow, Inc. 71.48 91.28 78.3% 11,640 11,222 1,099 (102) NM 10.2x NM 7.7x 41.1x 45.5%

NetSuite Inc. 81.04 102.46 79.1% 6,519 6,414 793 (64) NM 8.1x NM 6.2x NM 32.6%

Guidewire Software, Inc. 56.97 64.78 87.9% 4,105 3,514 396 22 5.4% 8.9x NM 8.1x 42.0x 7.1%

RealPage, Inc. 21.99 23.98 91.7% 1,731 1,740 469 53 11.3% 3.7x 32.9x 3.1x 14.6x 15.8%

Demandware, Inc. 46.08 75.90 60.7% 1,685 1,490 254 (34) NM 5.9x NM 4.7x NM 42.5%

HubSpot, Inc. 44.29 60.11 73.7% 1,546 1,442 182 (44) NM 7.9x NM 5.8x NM 57.0%

Box, Inc. 12.93 20.60 62.8% 1,567 1,426 303 (164) NM 4.7x NM 3.6x NM 39.9%

Cvent, Inc. 35.35 37.25 94.9% 1,492 1,346 188 1 0.5% 7.2x NM 5.9x 46.9x 32.0%

LogMeIn, Inc. 59.70 75.42 79.2% 1,492 1,318 290 34 11.6% 4.5x 39.2x 3.9x 14.9x 24.0%

RingCentral, Inc. 19.08 25.67 74.3% 1,378 1,257 317 (12) NM 4.0x NM 3.3x NM 34.0%

New Relic, Inc. 25.78 40.13 64.2% 1,277 1,086 162 (53) NM 6.7x NM 4.8x NM 67.5%

Marketo, Inc. 21.99 33.99 64.7% 978 890 226 (54) NM 3.9x NM 3.1x NM 38.1%

SPS Commerce, Inc. 50.93 78.29 65.1% 860 739 167 17 10.5% 4.4x 42.2x 3.7x 26.5x 22.9%

Textura Corporation 26.39 31.23 84.5% 692 609 92 (6) NM 6.6x NM 5.4x 26.5x 34.8%

IntraLinks Holdings, Inc. 8.91 12.80 69.6% 514 536 276 8 3.0% 1.9x NM 1.8x 11.2x 7.9%

Tangoe, Inc. 8.82 14.39 61.3% 348 316 219 10 4.4% 1.4x 32.8x 1.4x 16.0x 5.7%

SciQuest, Inc. 13.82 16.36 84.5% 384 248 106 9 8.9% 2.3x 26.3x 2.2x 10.4x 3.7%

Mean $37.85 $49.31 76.0% $4,980 $4,874 $678 $5 6.9% 5.6x 34.7x 4.5x 25.6x 29.7%

Median $30.87 $38.69 76.3% $1,492 $1,332 $265 ($2) 7.0% 5.3x 32.9x 4.3x 26.5x 32.3%

8

Source: Company Filings, Press Releases, Thomson Reuters, Capital IQ, Analyst Reports Note: The monthly transaction chart excludes mega-deals, including the pending $16.6B Nokia – Alcatel deal, the pending $78.2B Time Warner - Charter Communications

deal, and the $54.2B SK&C – SK Holdings deal closed in April 2015

Global Technology Annual Transactions Count and Volumes (Last Eight Years as of December 31, 2015)

Commentary

Global Technology Monthly Transactions Count and Volumes (Last One Year as of March 31, 2016)

Global announced transaction value in Software and Services M&A rose to $22.3 billion in March 2016, from a low of $17.3 billion

in January 2016. The total number of M&A transactions rose 2.5% year-on-year to 567 from 553 transactions in March 2015.

The total number of private placement deals (795) was higher than the number of M&A deals (567) this month. Global M&A

transaction value rose to a record high in 2015, to $400.8 billion, marking a 11.9% increase year-on-year. The year 2015 also

recorded the highest number of both M&A and private placement transactions in history; the total number of M&A deals rose year-

on-year by 11.3% to 6,426, while the total number of private placement deals rose to 10,129, marking a 12.1% increase.

Improving economic conditions in the U.S., low interest rates, and strong cash balances among technology firms indicate a bright

outlook for Q2 2016.

553 547520

604567

478

587 564543 541

512

539567

909851

816

1018953

778

895

784 769

869 871

770795

$27.0$30.8

$58.9 $56.9

$31.4

$38.9

$22.5

$40.7 $40.8

$17.3 $17.3

$45.6

$22.3

$0

$10

$20

$30

$40

$50

$60

$70

$80

0

200

400

600

800

1000

1200

Mar

-15

Apr

-15

May

-15

Jun-

15

Jul-1

5

Aug

-15

Sep

-15

Oct

-15

Nov

-15

Dec

-15

Jan-

16

Feb

-16

Mar

-16

M&

A T

ransaction Volum

e ($ in billions)C

ount

of T

rans

actio

ns

Merger/Acquisition Private Placement M&A Transaction Volume

4,942

3,753

4,991 5,343 5,225 4,992

5,776 6,426

3,976 4,118

5,494

6,817 7,354

7,979

9,034

10,129

$252.0$206.3 $220.2

$270.8$232.5 $251.0

$358.2$400.8

$0

$100

$200

$300

$400

$500

$600

$700

$800

0

2,000

4,000

6,000

8,000

10,000

12,000

2008 2009 2010 2011 2012 2013 2014 2015

M&

A T

ransaction Volum

e ($ in billions)C

ount

of T

rans

actio

ns

Merger/Acquisition Private Placement M&A Transaction Volume

Global Technology Sector M&A and Private Placement Update (As of March 31, 2016)

9

Source: Company Filings, Press Releases, Capital IQ, Research Reports

($ in millio ns)

Announced Acquirer Target Target Business Description

Enterprise

Value

EV /

Revenue

EV /

EBITDA

4/28/2016 TPG Grow th Frank Recruitment Group LimitedProvides permanent and temporary IT recruitment and staff ing services, w ith a

focus on Microsoft, Salesforce, big data and ERP technology professionalsNA NA NA

4/21/2016 PayScale, Inc. MarketPay Associates, LLCProvides enterprise employee compensation market pricing, automated salary

survey management, market intelligence data analytics and reporting SaaSNA NA NA

4/19/2016 IRIS Softw are Group Limited Beaumont Solutions Limited (dba:Octopus HR)Provides cloud-based human resource management and talent management

softw are, spanning payroll, HRIS, recruitment, performance & training managementNA NA NA

4/19/2016 Recruiter.com, Inc. Jasper Group, Inc.Provides a recruiting split job placement netw ork, video distribution system, and

auction-based recruitment business model for fee-based job placementNA NA NA

4/14/2016 BDO Consulting GmbHStrametz & Partner GmbH (nka:BDO

Consulting GmbH)

Offers sustainable recruitment, targeted diagnostics, and a professional HR

consultancy servicesNA NA NA

4/12/2016 TES Global Limited ABC Teachers LimitedProvides educational staff ing services for schools in the Staffordshire, West

Midlands, East Midlands, Coventry, Warw ickshire, and Shropshire areas of the U.K.NA NA NA

4/11/2016 ADVO Group Ltd. Celerity Payroll Ltd. (dba:Payline)Provides outsourced payroll processing and employee benefits management

services, and online auto-enrollment and direct deposit SaaS, for U.K. businessesNA NA NA

4/7/2016 TriNet Group, Inc. TeleborderProvides a cloud-based HR platform to manage the immigration process, in order to

simplify the process of hiring and retaining international employeesNA NA NA

4/6/2016 ABRY Partners, LLC SambaSafety, Inc.Provides driver risk management, monitoring, background checking & analytics SaaS

for employers, the insurance industry, and f leet management companiesNA NA NA

4/6/2016 RSVP Group AG HM Long Global Partners Ltd.Provides retained executive search services that focus on the leadership

requirements of public and private life sciences companiesNA NA NA

4/6/2016 Gagen MacDonald LLC Positive Eye Consulting, Inc.Offers HR training and consulting services in the areas of strategic leadership

advisory and developmentNA NA NA

4/6/2016 FESCO Adecco Co., Ltd. Posen Talent Consulting, LLCProvides recruiting services including executive search and project recruitment, as

w ell as HR outsourcing, benefit administration, and HR consulting servicesNA NA NA

4/5/2016 Vendor Credentialing Service LLCComputer Technology Corporation

(dba:Cactus Softw are)

Provides physician credentialing, online verif ication and provider information

database management SaaS for hospitals and managed care providersNA NA NA

4/5/2016 Kenhardt B.V. FunktieMediair Group B.V. Provides staff ing services to companies in the Netherlands NA NA NA

4/5/2016 Rew ard Gatew ay Perkz LimitedProvides an online employee discounts platform that allow s retailers to provide

discounts to employees of participating companies in the U.K. and IrelandNA NA NA

4/4/2016 CEB Inc. Evanta Inc.Provides an online C-suite professional development netw ork, as w ell as in-person

events and conferences for IT, security, HR, marketing and f inance executives$275.0 NA NA

4/4/2016 Talentia Softw are Gruppo Tekno s.r.l., HR Business UnitProvides human resource management and w orkplace safety solutions to

businesses in Italy and broader EuropeNA NA NA

4/1/2016 TiER1 Performance Solutions, LLC Centurion Systems Inc.Provides custom eLearning and blended learning solutions, including new -hire

onboarding, systems training, and development solutions, for the retail industryNA NA NA

4/1/2016 Outsourcing, Inc.80% in Three Companies and 76% in Tw o

Companies

Provides contracting, dispatching, recruiting, and placement of professionals for the

information technology sector33.5 NA NA

3/31/2016 Axcel Management A/S LESSOR A/SProvides payroll, time & attendance, human resource management, and labor

scheduling softw are solutionsNA NA NA

3/29/2016 Industrial Search Partners LLC Ference Partners LLC Provides executive search services across various industries and sectors NA NA NA

3/25/2016 Percipient Capital Grace Personnel Ltd.Provides recruitment services for permanent and temporary off ice support

personnel throughout the Thames Valley area in the U.K.NA NA NA

3/24/2016 HgCapital Raet B.V.Provides a comprehensive, cloud-based talent management softw are suite, as w ell

as outsourced HR and payroll services for businesses in the NetherlandsNA NA NA

3/24/2016 Focus Search Partners, LLC Charlson PartnersProvides technology executive search, recruitment and hiring BPO services for

technology start-ups and grow th-stage businessesNA NA NA

3/24/2016 The ReThink Group Limited Digital Gurus Recruitment Ltd.Provides digital recruitment services in various areas, including creative and UX,

technical, project management, client services, search and marketing, and moreNA NA NA

3/23/2016 Degreed, Inc. Gibbon B.V.Provides a peer-to-peer learning platform w here everybody can share the

know ledge available on the w ebNA NA NA

3/23/2016 China Distance Education Holdings Limited Xiamen NetinNet Softw are Co., Ltd.Provides accounting professional training course softw are, as w ell as teaching

simulation softw are, for colleges and college students in China40.8 NA NA

3/22/2016 Primus CapitalS & W Payroll Services, L.L.C. (dba:Netchex

Online)

Provides payroll processing and HR management solutions, including time &

attendance, scheduling, benefits administration, and tax f iling services, to SMBsNA NA NA

3/21/2016 Insiders Research Solutions LLP Joule Consulting Pvt Ltd. (dba:Eazyhire)Provides a cloud-based, automated candidate calling & phone interview system,

w hich leverages NLP to deliver automated skills and behavioral matchingNA NA NA

3/20/2016 Asure Softw are, Inc. Mangrove Softw are, Inc.Provides human capital management SaaS, spanning employee recruitment,

benefits, payroll, tax and w orkforce management, for businesses18.4 2.9x 22.2x

3/18/2016 Indus Net Technologies Pvt. Ltd. Influx ERP Solutions Pvt., Ltd.Provides ERP softw are, enabling HR, employee & payroll management, accounting,

w orkflow management, BPM, email & SMS messaging, GRC and reportingNA NA NA

3/15/2016Bpifrance Investissement; La Financiere

Patrimoniale d'Investissement, SASPénélope Agency SAS

Provides agency recruiting services for companies and professional events in need

of hosts and hostessesNA NA NA

3/14/2016 SD Worx VZW fidelis HR GmbHProvides HR softw are and outsourced services to assist in salary calculation,

recruiting, travel expense management and personnel administration servicesNA NA NA

3/14/2016 Goldman Sachs Asset Management, L.P. Honest Dollar, Inc.Provides w eb-based and mobile retirement benefits and retirement savings plan

account solutions for SMBsNA NA NA

Select Recently Announced M&A Transactions (As of April 29, 2016)

10

Source: Company Filings, Press Releases, Capital IQ, Research Reports

($ in millio ns)

Announced Company Name Country Amount

Financing Type

/ Round (if VC) Business Description Participated Investors in Current Round

4/25/2016 The Up Group Ltd U.K. $11.6 UndisclosedProvides digital executive search and organizational planning services to

bring on board leadership teams and executives to digital companiesLivingbridge

4/25/2016 Everyjob GmbH Germany Undisclosed Undisclosed Provides a w eb-based job board aggregator and search engine b-to-v Partners AG; Cherry Ventures

4/22/2016 W2 Global Data Solutions Limited U.K. Undisclosed UndisclosedProvides instant, online screening tools and services for candidate

background checks and customer due diligence checksFinance Wales plc

4/21/2016 Lanou Technology Co. Ltd. China 17.6 Undisclosed Provides w eb-based education and training services Beijing Ultrapow er Softw are Co., LTD (SZSE:300002)

4/13/2016 OnShift, Inc. U.S. 18.0 Series DProvides cloud-based staff scheduling and labor management softw are

solutions primarily to the long-term care and senior living industry

HLM Venture Partners; Draper Triangle, LLC; Early Stage

Partners, LP; North Coast Angel Fund, LLC and others

4/13/2016Hangzhou Hutu Technology Co.,

Ltd.China 8.5 Series A Provides an online recruitment platform for part-time students ZBJ Netw ork, lnc.

4/6/2016Hangzhou Jinyuan Biaoju

Technology Co., Ltd.China 15.4 Series B

Provides a cloud-based platform offering compensation management,

commercial insurance, personnel management and development, to SMBs

Tsing Capital; Sequoia Capital China; Meridian Grow th Fund

Management Co., Ltd.

4/4/2016 infcurion, Inc. Japan Undisclosed UndisclosedProvides research consulting services, corporate training and HR

placement servicesSBI Investment Co., Ltd.

3/30/2016 Planday A/S Denmark 14.0 Series BProvides cloud-based employee scheduling & management SaaS for

businesses that employ a f lexible w orkforce, such as retail & hospitalityIDInvest Partners; SEB Venture Capital; Creandum AB

3/30/2016 Ceridian HCM Holding Inc. U.S. 150.0 UndisclosedProvides a cloud-based HCM softw are suite, w hich enables compliance,

delivers insight, and streamlines talent management

Thomas H. Lee Partners, L.P.; Fidelity National Financial

Ventures

3/24/2016 DMVP Formation S.A.S. France 8.4 UndisclosedProvides online training solutions for pharmacists and pharmacy

techniciansGroupe Siparex; Sodero Gestion

3/24/2016 Lagou.com China 33.8 UndisclosedProvides a job matching platform that connects IT-focused job seekers and

employers

Qiming Weichuang Venture Capital Management

(Shanghai) Company Limited

3/23/2016 Science Exchange, Inc. U.S. 25.0 Series BProvides an online marketplace for scientif ic services to collaborate w ith

academic and government laboratories

Index Ventures; Maverick Capital; Union Square Ventures;

O'Reilly AlphaTech Ventures; Y Combinator; and others

3/23/2016 BetterWorks Systems, Inc. U.S. 20.0 Series BProvides an enterprise goals platform that engages, empow ers, and cross-

functionally aligns w orkers in organizations

Kleiner Perkins Caufield & Byers; Emergence Capital

Partners; 8VC

3/22/2016S & W Payroll Services, L.L.C.

(dba:Netchex)U.S. Undisclosed Undisclosed

Provides payroll processing, time & attendance, labor scheduling, benefits

administration, and tax f iling services, to SMBsPrimus Capital

3/22/2016 Benefit Express Services, LLC U.S. Undisclosed UndisclosedProvides a cloud-based platform for employee benefits and health

exchange servicesLLR Partners Inc.

3/22/2016 Convoy, Inc. U.S. 16.0 Series AProvides an online marketplace that connects local and regional carriers

w ith shippers in Washington StateGreylock Partners

3/21/2016 Maxw ell Health U.S. 22.0 Series CProvides a SaaS-based benefits management platform, as w ell as an

online benefits marketplace

Adams Street Partners, LLC; Schooner Capital LLC;

Tribeca Venture Partners; Industry Ventures, LLC

3/14/2016 Localw ise, Inc. U.S. Undisclosed SeedProvides a local job board that connects students and community members

w ith jobs at local businesses in CaliforniaBee Partners; Better Ventures, LLC

3/11/2016 Connecture, Inc. U.S. 52.0 PIPEProvides a w eb-based consumer shopping, enrollment, and retention

platform for health insurance distribution in the U.S.

Chrysalis Ventures, Inc.; Francisco Partners Management

LLC

3/10/2016 Justw orks, Inc. U.S. 33.0 Series CProvides payroll, benefits and HR management solutions through its w eb-

based platform and PEO service mechanism

Redpoint Ventures; Index Ventures; Bain Capital Ventures;

Thrive Capital

3/8/2016 OneSpace Solutions, Inc. U.S. 9.0 Series BProvides a w eb-based platform that connects employers w ith freelancers

and supports contingent w orkforce management

Highland Capital Partners; Lew is & Clark Venture Capital,

LLC

3/7/2016 Culture Amp Pty Ltd. Australia 10.0 Series BProvides a people analytics platform that derives data-driven insights on

employee engagement and company culture via pulse surveysIndex Ventures; Felicis Ventures; Blackbird Ventures

3/7/2016 STAFF Finder AG Sw itzerland 22.2 UndisclosedProvides a w eb-based personnel placement platform to cover staff

shortages, and facilitates the process from planning through to payment

Goldman Sachs Private Capital Investing; One Peak

Partners

3/7/2016 Revature LLC U.S. 20.0 Series AProvides an online enterprise project development program, w here

aspiring IT programmers attain actual job-based skills

Eden Capital Management Partners; University Ventures;

United Student Aid Funds Inc., Endow ment Arm

3/2/2016Excel w ith Business Limited

(dba:Filtered)U.K. Undisclosed Undisclosed

Provides an online training platform that personalizes learning material for

business and individuals w orldw ideCity And Guilds International Limited, Investment Arm

3/1/2016 iiPay Ltd. U.K. Undisclosed UndisclosedProvides cloud-based payroll solutions for customers in the U.S. and

internationally, allow ing them to collate, control and consolidate payrollsTeakw ood Capital, L.P.

3/1/2016Hangzhou Danyue Technology

Co., Ltd. (dba:ABC360)China 15.3 Series B

Offers an English language online training institution to students and

business customersZero2IPO Ventures; Guo Jin Capital; Tencent Incubator

2/29/2016 Lagou Information Limited China 10.0 Undisclosed Provides an online recruitment platform HongDao Advisors

2/29/2016 HiQ Labs U.S. Undisclosed Series AProvides a cloud-based people analytics platform that drives w orkforce

planning across employee selection, development and retentionTemp Holdings (Takeyuki Kato)

2/29/2016Job Digital Netw orks S.L.

(dba:CornerJob)Spain 10.0 Series A

Provides a recruiting application that enables employer branding and

sourcing of job candidates for vacancies

Caixa Capital Risc, SGEIC, S.A.; Bonsai Venture Capital SA

SCR; Banco de Sabadell, S.A., Investment Arm

2/29/2016 Redline Aviation Security Ltd. U.K. 5.2 UndisclosedProvides security training, quality assurance, and consulting services

primarily to the aviation sectorMobeus Equity Partners LLP

2/25/2016 Route 1 International U.K. Undisclosed UndisclosedProvides an online platform that enables companies to recruit legal talent

for their legal positionsAshfords (Andrew Beteridge)

2/24/2016 Natural HR Limited U.K. Undisclosed UndisclosedProvides a w eb-based HR management system to help manage remote

w orkers' information, time-off tracking, training and performanceMidven Limited; Birmingham City Council

Select Recently Announced Financings (As of April 29, 2016)

11

Source: Company Filings, Press Releases, Capital IQ, Research Reports

Filing Date Closed Date Issuer Ticker Type Securities Offered

Offer Size

('000) Offer Price

Deal Value

($ in millions)

Market Value

($ in millions)

EV /

Revenue

EV /

EBITDA

11/19/2015 12/2/2015 Openjobmetis S.p.A. OJM IPO Common Stock 5.00 $6.98 $34.9 $105.4 0.3x 12.8x

11/12/2015 11/12/2015 Paycom Softw are, Inc. PAYC Follow -on Common Stock 189.68 42.15 189.7 1,732.1 12.1x NM

11/10/2015 11/18/2015 Zebra Strategic Holdings Limited 8260 Follow -on Common Stock 66.50 0.15 10.1 138.3 4.6x NM

11/10/2015 12/22/2015 IBI Group Inc. IBG Follow -on Common Stock 4.45 1.15 5.1 67.1 0.7x 6.2x

11/5/2015 11/9/2015 NetDimensions (Holdings) Ltd NETD Follow -on Common Stock 12.00 0.91 10.9 39.0 1.8x NM

11/3/2015 11/25/2015 Axcelasia Inc. 42U IPO Common Stock 47.52 0.18 8.5 18.3 5.4x 13.4x

10/13/2015 10/13/2015 Empresaria Group plc EMR Follow -on Common Stock 5.10 1.14 5.1 61.1 0.3x 6.0x

10/9/2015 11/12/2015 Instructure, Inc. INST IPO Common Stock 5.06 16.00 70.4 406.1 6.0x NM

9/15/2015 9/15/2015 Paycom Softw are, Inc. PAYC Follow -on Common Stock 170.78 37.95 170.8 1,732.1 12.0x NM

9/14/2015 9/24/2015 Paylocity Holding Corporation PCTY Follow -on Common Stock 111.27 29.75 111.3 1,395.7 9.3x NM

7/31/2015 7/31/2015 Learning Technologies Group plc LTG Follow -on Common Stock 11.73 0.33 11.7 218.4 4.8x 45.8x

7/27/2015 8/6/2015 Benefitfocus, Inc. BNFT Follow -on Common Stock 73.50 36.75 73.5 749.9 6.3x NM

7/10/2015 7/22/2015 General Employment Enterprises Inc. JOB Follow -on Common Stock 7.84 0.70 7.8 42.7 0.2x 10.8x

6/19/2015 6/22/2015 Mattioli Woods PLC MTW Follow -on Common Stock 29.43 7.75 29.4 202.8 3.2x 15.3x

5/18/2015 5/21/2015 Healthstream Inc. HSTM Follow -on Common Stock 90.01 26.75 90.0 675.0 4.4x 25.7x

5/14/2015 5/15/2015 Paycom Softw are, Inc. PAYC Follow -on Common Stock 290.00 36.25 290.0 2,059.9 12.5x NM

5/7/2015 6/17/2015 Fitbit Inc. FIT IPO Common Stock 731.50 20.00 731.5 7,148.8 4.1x 16.7x

4/27/2015 4/27/2015 Freelancer Limited FLN Follow -on Common Stock 7.86 0.79 7.9 383.0 16.4x NM

4/3/2015 4/16/2015 Professional Diversity Netw ork LLC IPDN Follow -on Common Stock 5.01 3.00 5.0 43.8 3.3x NM

2/23/2015 3/30/2015 AWF Group Limited AWF Follow -on Common Stock 10.50 1.58 10.5 56.8 0.5x 7.7x

1/26/2015 1/30/2015 CTPartners Executive Search Inc. CTP Follow -on Common Stock 5.00 3.44 5.0 27.1 0.3x 3.0x

1/20/2015 1/22/2015 The Advisory Board Company ABCO Follow -on Common Stock 202.10 43.00 202.1 1,849.0 2.9x 30.2x

12/23/2014 1/14/2015 Paycom Softw are, Inc. PAYC Follow -on Common Stock 125.66 22.50 125.7 1,359.9 8.9x NM

12/18/2014 12/18/2014 Ideagen PLC IDEA Follow -on Common Stock 27.41 0.53 27.4 99.2 4.2x 21.5x

11/21/2014 12/11/2014 Paylocity Holding Corporation PCTY Follow -on Common Stock 120.75 26.25 120.8 1,313.5 10.6x NM

11/18/2014 11/18/2014 Informa plc INF Follow -on Common Stock 323.87 7.20 323.9 4,860.1 3.3x 11.0x

11/17/2014 12/21/2014 Interw orks Inc. 6032 IPO Common Stock 13.48 14.65 13.5 68.3 2.8x 16.6x

11/10/2014 12/14/2014 TechnoPro Holdings, Inc. 6028 IPO Common Stock 390.73 16.49 390.7 547.7 1.2x 14.5x

11/4/2014 11/6/2014 Impellam Group PLC IPEL Follow -on Common Stock 23.79 7.30 23.8 324.6 0.2x 19.7x

10/20/2014 11/13/2014 Work Service Spólka Akcyjna WSE Follow -on Common Stock 24.30 4.86 24.3 322.5 0.8x 15.4x

9/10/2014 10/15/2014 Recruit Holdings Co.,Ltd. 6098 IPO Common Stock 1,857.38 29.21 1,857.4 19,591.9 1.4x 9.0x

9/4/2014 11/5/2014 Upland Softw are, Inc. UPLD IPO Common Stock 46.15 12.00 46.2 166.3 3.6x NM

8/22/2014 9/11/2014 TriNet Group, Inc. TNET Follow -on Common Stock 306.00 25.50 306.0 1,793.5 1.1x 14.0x

8/18/2014 8/18/2014 DPA Group NV DPA Follow -on Common Stock 10.01 2.20 10.0 109.2 1.3x 16.2x

Select Recently Announced Equity Offerings (As of April 29, 2016)

12

Source: Company Filings, Press Releases, Capital IQ, Research Reports

Closed Date Issuer Ticker

Amount

($ in millions) Type Security Coupon (%) Maturity Structure

Issuance

Price Yield Spread

Rating

Moody's S&P

6/4/2015 CEB Inc CEB $250.0 144A Sr. Notes 5.625% 15-Jun-23 NC3 100.000% 5.625% 345 bp Ba3 BB-

4/9/2015 Infor Softw are (add-on) 600.0 144A Sr. Notes 6.500% 15-May-22 NC3 102.250% 5.974% 437 bp B3 B-

3/18/2015 Infor Softw are 1,030.0 144A Sr. Notes 6.500% 15-May-22 NC3 100.000% 6.500% 466 bp B3 B-

3/18/2015 Infor Softw are 370.0 144A Sr. Notes (€s) 5.750% 15-May-22 NC3 100.000% 5.750% 576 bp B3 B-

($ in millions)

Closed Date Borrower Ticker Total Facility Revolver

Term

Loan Security

Tenor

(Months) Spread

Rating

Moody's

Rating

S&P Purpose Sponsor

3/18/2016 SEEK Asia Ltd $158.8 $36.0 $122.8 Secured 48 NA NR NRGeneral Purpose /

Refinance

3/12/2016 Toyow ork Corp 4.4 4.4 - 12 NA NR NR Working capital

12/31/2015 EMP Management Group Ltd 175.0 10.0 165.0 61 NA NR NR General Purpose Welsh Carson Anderson & Stow e

11/20/2015 Tow ers Watson & Co TW 340.0 - - 49 125 bp NR NR Dividend or Distribution

10/7/2015 CoAdvantage 114.0 20.0 94.0 73 450 bp NR NR Leveraged Buyout Morgan Stanley Private Equity

9/30/2015 HealthEquity Inc HQY 100.0 100.0 - 61 150 bp NR NR General Purpose

9/30/2015 Manpow erGroup Inc MAN 600.0 600.0 - 6 113 bp NR NR General Purpose

9/22/2015Programmed Maintenance

Services Ltd425.3 425.3 - Secured 36 NA NR NR Acquisition

9/15/2015 Partners In Leadership LLC 67.0 10.0 57.0 61 675 bp NR NR Acquisition Hammond Kennedy Whitney & Co

8/5/2015 Express Services Inc 125.0 125.0 - Secured 60 125 bp NR NR General Purpose

8/4/2015 Cast & Crew Payroll LLC 430.0 65.0 365.0 85 NA NR B+ Sponsored Buyout Silver Lake Partners LP

7/1/2015 First Advantage Corp 485.0 - 485.0 Secured 85 475 bp NR NR Dividend Recap Symphony Technology Group LLC

6/17/2015 Automatic Data Processing ADP 5,000.0 2,250.0 2,750.0 12 30 bp NR NR General Purpose

6/1/2015 On Assignment Inc ASGN 975.0 150.0 825.0 85 300 bp Ba2 BB Takeover

5/8/2015 Elite Staff ing Inc 43.8 - 43.8 12 NA NR NR General Purpose

4/30/2015 EPIQ Systems Inc EPIQ 75.0 - 75.0 NA 375 bp NR NR Takeover

4/7/2015 MedHOK Inc 45.0 10.0 35.0 NA NA NR NR General Purpose

3/31/2015 Huron Consulting Group Inc HURN 500.0 500.0 - 60 150 bp NR NR Corp. purposes

3/19/2015 TharpeRobbins Inc 85.0 10.0 75.0 37 525 bp NR NR Corp. purposes Gridiron Capital Fund LP

3/6/2015 Maximus Inc MMS 400.0 400.0 - 60 100 bp NR NR Corp. purposes

1/30/2015ACA Compliance Group

Holdings LLC130.0 20.0 110.0 72 475 bp NR NR Corp. purposes

1/30/2015 Isfnet Inc 19.6 - 19.6 14 NA NR NR Work. cap.

12/31/2014 Butler America 44.5 44.5 - NA NA NR NR Corp. purposes

12/31/2014 Oasis Outsourcing Holdings Inc 270.0 50.0 220.0 Secured 84 475 bp NR NR SBO Stone Point Capital

12/19/2014 First Advantage Corp 655.0 - 655.0 Secured 96 875 bp NR NR Dividend Recap Symphony Technology Group LLC

12/19/2014Kforce Inc, Kforce Government

Solutions Inc175.0 175.0 - Secured 60 125 bp NR NR Work. cap.

Select Recently Closed Leveraged Loans (As of April 29, 2016)

Select Recently Closed High Yield (As of April 29, 2016)

13

Source: Capital IQ, Company Websites

Note: Bold denotes planned attendance by Pacific Crest Securities HR Software and Services team member

Denotes Bank Holiday Denotes Event

June

S M T W R F S

1 2 3 4

5 6 7 8 9 10 11

12 13 14 15 16 17 18

19 20 21 22 23 24 25

26 27 28 29 30

Upcoming Events

May

S M T W R F S

1 2 3 4 5 6 7

8 9 10 11 12 13 14

15 16 17 18 19 20 21

22 23 24 25 26 27 28

29 30 31

Upcoming Industry Conferences

Dates Event Location Additional Resources

May 03 - May 04 2016 Strategic Talent Acquisition Conference The Seaport Boston World Trade Center - Boston, MA Link to Conference Website

Jun 19 - Jun 22 SHRM 2016 Annual Conference & Exposition Walter E. Washington Convention Center - Washington, DC Link to Conference Website

Jul 19 - Jul 20 2016 Employee Engagement Conference Sheraton Denver Downtown Hotel - Denver, CO Link to Conference Website

Sep 08 - Sep 10 NAPEO's 2016 Annual Conference and Marketplace JW Marriott Austin - Austin, TX Link to Conference Website

Sep 18 - Sep 20 NAPBS - 2016 Annual Conference Palm Desert, CA Link to Conference Website

Sep 19 - Sep 20 2016 CWS Summit Red Rock Resort & Spa - Las Vegas, NV Link to Conference Website

Sep 21 - Sep 23 2016 Ohio HR Conference Kalahari Resort - Sandusky, OH Link to Conference Website

Sep 22 - Sep 23 SourceCon Fall 2016 Anaheim Marriott - Anaheim, CA Link to Conference Website

Sep 28 - Sep 30 ebn Benefits Forum & Expo Omni Nashville Hotel - Nashville, TN Link to Conference Website

Oct 04 - Oct 07 HR Technology Conference 2016 McCormick Place - Chicago, IL Link to Conference Website

Oct 16 - Oct 19 HR Southwest Conference Omni Fort Worth Hotel - Fort Worth,TX Link to Conference Website

Oct 17 - Oct 19 2016 Global Talent Management Conference New York Marriott - New York, NY Link to Conference Website

Nov 30 - Dec 02 25th National Workers' Compensation and Disability Conference & Expo New Orleans Ernest N Morial Convention Center - New Orleans, LA Link to Conference Website

Dec 05 - Dec 07 HCMG 2016 Hilton Alexandria Mark Center - Arlington, VA Link to Conference Website

Feb 19 - Feb 23 HIMSS17 Annual Conference and Exhibition Orange County Convention Center - Orlando, FL Link to Conference Website

Mar 06 - Mar 09 SAP HR2017 Orlando, FL Link to Conference Website

Mar 06 - Mar 08 HR West 2017 Oakland Convention Center - Oakland, CA Link to Conference Website

Mar 20 - Mar 23 The i4cp 2017 Annual Conference The Fairmont Scottsdale Princess - Scottsdale, AZ Link to Conference Website

Apr 19 - Apr 21 5th Annual HR Executive Health & Benefits Leadership Conference ARIA Resort and Casino - Las Vegas, NV Link to Conference Website

Upcoming Company Events

Date Time Company Event Location / Dial-in and Pass code Additional Resources

May 02 7:30 PM Insperity, Inc. Earnings Call Phone: (877) 651-0053 ; Passcode: 88375056 Investor Relations

May 03 6:00 PM Carbonite, Inc. Earnings Call Phone: (877) 303-1393 ; Passcode: 80071329 Investor Relations

May 03 2:00 AM IntraLinks Holdings, Inc. Earnings Call Phone: (888) 348-8637 Investor Relations

May 03 2:00 AM Callidus Software Inc. Earnings Call Phone: (866) 324-2828 ; Passcode: 89383596 Investor Relations

May 03 2:30 AM Kforce Inc. Earnings Call Phone: (877) 344-3890 ; Passcode: Kforce Investor Relations

May 04 2:30 AM LivePerson Inc. Earnings Call Phone: (888) 507-3684 ; Passcode: 93590480 Investor Relations

May 04 2:30 AM Cornerstone OnDemand, Inc. Earnings Call Webcast Investor Relations

May 05 6:00 PM Monster Worldwide, Inc. Earnings Call Phone: (888) 317-6003 ; Passcode: 9266011 Investor Relations

14

Corporate and Investment Bank focused on the middle market

Full-services capabilities:

- Equity Capital Markets - Sales & Trading

- Leveraged Finance - Mergers & Acquisitions

- Debt Capital Markets - Financial Sponsor Coverage

Over 800 bankers in 20 offices: Albany, Atlanta, Boston, Charlotte,

Chicago, Cincinnati, Cleveland, Columbus, Dallas, Houston,

Indianapolis, Los Angeles, Nashville, New York, Philadelphia,

Portland, Salt Lake City, San Francisco, Seattle and Syracuse

Bankers organized by industry focus and transaction expertise

Over 90 senior and associate equity research analysts, tracking

more than 775 companies across four major industry sectors

Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., member

NYSE/FINRA/SIPC (“KBCMI”), and KeyBank National Association (“KeyBank N.A.”), are marketed. Pacific Crest Securities is a division of KBCMI. Securities products and services are offered by

KeyBanc Capital Markets Inc.and its licensed securities representatives, who may also be employees of KeyBank N.A.. Banking products and services are offered by KeyBank N.A..

This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it

should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities.

This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.

Sole Community Banking Offices (8 States)

Sole Corporate Banking Offices (14 States)

Headquarters: Cleveland, OH

Combined Corporate and Community Banking Offices (6 States)

Investment Banking Office

KeyCorp Overview KeyBanc Capital Markets

For additional information about Pacific Crest Securities’ Technology Services Practice, contact:

HR Software and Services Team

Recent HR Software and Services Transactions

Dev Navare Segment Lead

Boston, MA

617-385-6225

dnavare@key.com

Niket Gandhi Vice President

Boston, MA

617-385-6231

niket.gandhi@key.com

Chris Headrick Managing Director

San Francisco, CA

415-486-3410

cheadrick@key.com

Terence Rooney Vice President

San Francisco, CA

415-486-3403

tprooney@key.com

Dominic Zingarelli Associate

San Francisco, CA

415-486-3425

dzingarelli@key.com

Brett Deware Analyst

Boston, MA

617-385-6247

brett.deware@key.com

January 2016

Joint Bookrunner

has acquired

$110,000,000 Credit Facilities

December 2015

Financial Advisor

has acquired

December 2015

Sell-Side Advisor

has been acquired by

November 2015

Joint Bookrunner

$250,000,000 Credit Facility

September 2015

Co-Manager

$2,000,000,000 Senior Notes

June 2015

Joint Bookrunner

has been acquired by

$510,000,000 Credit Facilities

Goldman Sachs,

Merchant Banking

March 2015

Sell-Side Advisor

has divested

to

January 2015

Documentation Agent

$125,000,000 Credit Facility

October 2014

Senior Co-Manager

$143,750,000 Convertible Senior Notes

September 2014

Placement Agent

received growth equity

investment from

August 2014

Joint Bookrunner

$75,000,000 Credit Facilities

July 2014

Joint Bookrunner

$650,000,000 Credit Facilities

April 2014

Co-Manager

$114,626,250 Initial Public Offering

October 2014

Joint Bookrunner

$190,000,000 Credit Facilities

January 2016

Sell-Side Advisor

has divested

to