Human Capital Management Q2 Overview HOULIHAN LOKEY TECHNOLOGY, MEDIA & TELECOM GROUP SEPTEMBER 2019 Houlihan Lokey is the trusted advisor to more top decision- makers than any other independent global investment bank. Corporate Finance Financial Restructuring Financial Advisory 2018 M&A Advisory Rankings 2018 Global Distressed Debt & Bankruptcy 1999 to 2018 Global M&A Fairness All U.S. Transactions Restructuring Rankings Advisory Rankings Advisor Deals Advisor Deals Advisor Deals 1 Houlihan Lokey 207 1 Houlihan Lokey 63 1 Houlihan Lokey 1,073 2 Goldman Sachs & Co 197 2 PJT Partners Inc. 45 2 JP Morgan 971 3 JP Morgan 154 3* Moelis & Co. 36 3 Duff & Phelps 728 4 Morgan Stanley 135 3* Lazard 36 4 Bank of America Merrill Lynch 660 5 Jefferies LLC 117 3* Rothschild & Co. 36 5 Morgan Stanley 659 Source: Thomson Reuters Source: Thomson Reuters. Announced or completed Source: Thomson Reuters * Denotes tie transactions. No. 1 U.S. M&A Advisor No. 1 Global Restructuring Advisor No. 1 Global M&A Fairness Opinion Advisor Top 10 Global M&A Advisor 1,000+ Transactions Completed Valued at More Than $2.5 Trillion 1,000+ Annual Valuation Leading Capital Markets Advisor Collectively Engagements 2 Leading M&A Advisory Firm With Global Reach • Consistently ranked No. 1 M&A advisor for U.S. transactions under North America Europe & Middle East Asia-Pacific $1.5 billion for the last several Atlanta Miami Amsterdam Madrid Beijing Sydney years • 1,300 employees in 23 total offices Chicago Minneapolis Dubai Milan Hong Kong Tokyo worldwide Dallas New York Frankfurt Paris Singapore • One unified team with a shared Houston San Francisco London bonus pool incentivizes bankers for global coordination Los Angeles Washington, D.C. • Global reach and local country Employees Traded presence required to access 1,300 Publicly cross-border buyers and extract ~45% Owned by Employees ~$3 Billion Market Cap outlier valuations ~$1 Billion of Revenue No Debt U.S. M&A Transaction Leader No. 1 U.S. TMET Practice Under $1 Billion Houlihan Lokey executed more transactions under $1.5 billion over the last five years than any other firm. 2014-2018 M&A Advisory Rankings U.S. Technology, Media, Entertainment & Telecommunications Transactions 868 900 Under $1 Billion 800 Adv isor Deals 700 600 498 478 1 Houlihan Lokey 171 500 446 427 400 2 Morgan Stanley 138 300 3 Goldman Sachs & Co 131 200 Number of Deals 100 4* Evercore Partners 115 0 4* Moelis & Co 115 Source: Thomson Reuters * Denotes tie . 3 Unparalleled Experience With Financial Sponsors Largest Financial Sponsor Group Focused on Mid-Cap Funds Deep Relationships Across Fund Sizes and Types Importance of . Houlihan Lokey has sold more than 400 companies to financial Sponsors sponsors over the past five years . Buyout firms have approximately $1 trillion of dry powder (1) Broadest and . Houlihan Lokey has 16 senior officers dedicated to the Deepest Financial sponsor community in North America and Europe Sponsor Coverage . Coverage of 850 private equity firms, 200 hedge funds and Group 100 family offices . Organized geographically to ensure client coverage proximity High Quality . Worked on over 800 engagements for financial sponsors in the Relationships last year . Provide financial sponsors access to successful solutions– with coverage officers facilitating two-way information flow between the sponsors and Houlihan Lokey Unparalleled Data . Knowledge of, and database on, financial sponsor preferences on Buyer Behavior and behavior through our relationships and deal flow . Collect and analyze comprehensive data on industry, size, and general market trends Companies Houlihan Lokey Sold To Financial Sponsors More Than 400 Companies Over the Last 5 Years 106 90 81 81 71 2014 2015 2016 2017 2018 1. Source: Pitchbook.com and Preqin. 4 Leading TMT Advisory Team Senior Leadership Team With Extensive Experience Rob Louv Roy Kabla Co-Head & Co-Head & Managing Director Managing Director John Cooper Steve Cramer Daniel Gossels Thomas Olivier Managing Director Managing Director Managing Director Managing Director Chris Russo Christopher Wilson Managing Director Managing Director Expertise and Capabilities Key Relationships Expertise and Capabilities Key Relationships Expertise and Capabilities Key Relationships Public Cloud Cloud Monitoring Digital Content Delivery Private Cloud Out of Home Network Management AWS/Azure/Cloud VR/AR Hybrid Cloud Entertainment/Digital Infrastructure/Security Network Analytics Hosting Family Entertainment Data Centers Signage Security, Log Management Arcade Video Games Co-Location IT Operations Management Digital Publishers Legal Digital Video Travel & Hospitality Broadcast Technology/ On-demand Services Digital Publishing/Video Health Information Vertical Industry Software EdTech Media Services Creative Participation Viral Content Nonprofit Digital Rights Real Estate Film Production and Fantasy Sports/Gaming CRM Distribution OTT/Video Customer Engagement Film/TV/Music/ Music Publishing Marketing Automation Sports/Live Entertainment Data Analytics Marketing Automation Entertainment Entertainment Services Social Media/Esports Ad Tech Music Festivals Youth/Amateur Entertainment IP Planning Talent Acquisition Manufacturing Tech/ S&OP Consumer Internet Music Tech Human Capital HRIS Supply Chain/ Procurement Services Food Tech Management Talent Management Procurement Inventory VMS Data Infrastructure B2C E-commerce Digital Workplace Data Analytics/ Enterprise Analytics Enterprise Workflow/ E-commerce Enablement Enterprise Collaboration E-commerce/Retail Tech Intelligence Data Sources & APIs Content Management Retail Analytics ERP Data Resources POS 5 Domain Expertise: HCM Technology and Tech-Enabled Services HCM Software HCM Tech-Enabled Services a portfolio company of a portfolio company of has been acquired by a portfolio company of a portfolio company of has been acquired by along with minority investor has been acquired by has received an equity investment has completedbeen acquired a financing by has been acquired by from consisting of has divested has divested $24,000,000 Talent & Technology Series D Solutions has sold ECS Federal to has been acquired by a portfolio company of Convertible Preferred Stock has been acquired by a portfolio company of to to Bert Miller Sellside Advisor Sellside Advisor Sellside Advisor Financial Advisor PlacementSellside Advisor Agent Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor Learning Learning Talent Employee Talent Workforce Talent Staffing Staffing Government Contingent Staffing Management Management Analytics Engagement Analytics Management Acquisition Contracting Labor Series D Convertible Preferred Stock has been acquired by a subsidiary of has partnered with a subsidiary of has been acquired by has been acquired by has been acquired by has been acquired by Led by: has been acquired by has completed a financing has been acquired by consisting of With participation from existing $24,000,000 has been acquired by investors: hasSeries been D acquired by a portfolio company of Convertible Preferred Stock $25,000,000 Sellside Advisor* Placement Agent Sellside Advisor* Sellside Advisor* Sellside Advisor Sellside Advisor* Sellside Advisor & Fairness Opinion PlacementSellside Advisor Agent Sellside Advisor Sellside Advisor Sellside Advisor Predictive Social Recruiting Contingent Social Workforce Contingent Staffing Talent Payroll and Staffing Contingent Contingent Talent Analytics Platform Labor and Engagement and Management Labor Acquisition HRIS Labor Labor Procurement Workforce Mgmt a portfolio company of has been Sale of secondary shares to has been acquired by has been acquired by has been acquired by a portfolio company of $30,000,000 recapitalized by Series A Preferred Stock has been acquired by has been acquired by Financial Advisor* Financial Advisor* Shareholder Advisor* Sellside Advisor* Sellside Advisor* Sellside Advisor Sellside Advisor Financial Advisor and Placement Agent* Contingent ATS for Workforce Mgmt HRIS Learning Sourcing and HRIS Contingent Talent Analytics Staffing Training, Payroll and Labor and Education and for Hourly Management Talent Analytics Labor and Learning, and HRIS Procurement Government Employees Procurement Compliance Deep Relationships Across HCM Software and Tech-Enabled Services Tombstones included herein represent transactions closed from 2008 forward. Selected transactions were executed by Houlihan Lokey professionals while at other firms acquired by Houlihan Lokey or by professionals from a Houlihan Lokey joint venture company. 6 SaaS Advisory Track Record Unmatched SaaS transaction experience with more than 80 SaaS sellside transactions closed—a leader in the industry. has completedbeen acquired a financing by consisting of a portfolio company of $24,000,000 Series D Convertible Preferred Stock a portfolio company of has been acquired by has been acquired by has received an equity investment has been acquired by has received a significant growth from has received an equity investment has been acquired by has been acquired by investment from from PlacementSellside Advisor Agent has been acquired by an operating subsidiary of a portfolio company of a portfolio of companies owned by Sellside Advisor Sellside Advisor Sellside Advisor Financial Advisor Financial Advisor Financial Advisor Sellside Advisor Sellside Advisor Financial Advisor Security Software Content Lifecycle Customer Experience Retail Analytics