Q1 2015 9.7% 100.0% 8.7% 80.0% 6.7% 1.8% 70.0% HR Administrative Services Staffing Services 2/24/2015: Capita, a provider of BPO services, is reportedly looking for a buyer for one of its subsidiaries, Fish Administration, a provider of insurance services 2/24/2015: CTPartners, a provider of executive search services, announced that its Board of Directors has formed a special committee to review strategic alternatives, including a previously announced unsolicited, non-binding proposal from DHR International, a provider of senior-level executive search, management assessment and succession planning services 2/17/2015: Cognizant Technology Solutions, a provider of IT and BPO services, is pursuing tuck-in acquisitions after an active 2014, which included four acquisitions 1/28/2015: Huron Consulting, a provider of operational and financial consulting services, anticipates making tuck-in acquisitions to add to its newly acquired subsidiary, Studer Group, a provider of healthcare and education consulting services Q1 2015 www.lincolninternational.com HR Technology Services S&P 500 Specialty Consulting Services 8.7x 13.4x 9.8x 13.0x 13.4x 12.7x 9.2x 12.3x 12.5x 9.4x 12.4x 8.5x 8.7x 11.3x 11.7x 12.6x 12.4x 8.7x 10.0x 11.7x 14.0x 9.3x 16.0x 3/26/2015: Paychex, a provider of payroll and of business and technology consulting services, is actively seeking acquisitions, particularly focused on expanding its presence on the East Coast HR Professional Services Training Services Historical Enterprise Value / EBITDA Valuation Performance 12.0x 2/26/2015: West Monroe Partners, a provider 9.5% 90.0% Market Intelligence other outsourcing solutions, is reviewing opportunities in its M&A pipeline with significant financial capacity for large scale acquisitions 11.8% 110.0% March 2015: Lincoln acts as the exclusive financial advisor to RLJ Equity in its refinancing of Enhanced Recovery Company; Enhanced Recovery Company is a leading provider of customer experience management services, including business process outsourcing and accounts receivable management services 13.2% 13.3x side advisor to Keystone Capital, Inc. in its sale of IBA Holdings, LLC (d/b/a Vidaris and LPI), to Cortec Group.; Vidaris and LPI are leading specialty architectural and engineering consulting firms, respectively, providing advisory, inspection and testing services 120.0% 13.2x March 2015: Lincoln acts as the exclusive sell- LTM Relative Stock Price Performance 8.6x financial advisor to Orchard Holdings Group, LLC in its debt recapitalization of Lucas Group; Lucas Group is the largest provider of mid-management permanent placement recruiting services to small and medium sized businesses Lincoln International Human Capital Services Index 11.9x March 2015: Lincoln acts as the exclusive 10.9x Recent Lincoln News 8.0x 6.0x 4.0x 2.0x 0.0x Q1 '14 HR Administrative Services Q2 '14 Q3 '14 HR Professional Services Q4 '14 Specialty Consulting Services Q1 '15 Staffing Services Training Services Note: Excludes HR Technology Services, as companies within that subsector typically trade as a multiple of revenue Selected M&A Transaction Recap Date Target Company Announced Nspyre B.V. Target Description Technology consulting services Acquiring Company Altran Technologies S.A. Announced Capitol Emergency Associates Announced Workplace & Service Desk Services Healthcare staffing services Online and on-site information technology services Team Health Holdings, Inc. Arkes Informatique Sas Mar-15 Careerify Corp. Talent acquisition technology services LinkedIn Corporation Mar-15 Feb-15 Pivot Leadership, Inc. avocis AG Corporate strategy and leadership development services Korn/Ferry International Customer contact management services Capita plc Feb-15 Feb-15 Spikes Cavell Analytic Ltd. Gila LLC Business processing services Business processing services Xchanging PLC Navient Corporation Feb-15 Feb-15 Atos SE, Workplace & Service Desk Services Ruby Crest Emergency Medicine Inc. Client support services Healthcare staffing services Proservia SAS Team Health Holdings, Inc. Feb-15 Feb-15 Studer Holdings, Inc. VISTA Staffing Solutions, Inc. Healthcare and education consulting Physician staffing and search services Huron Consulting Group Inc. EmCare Inc. Jan-15 Capita Germany GmbH Customer care consulting services Capita plc Jan-15 Feb-15 Structure Consulting Group, LLC VISTA Staffing Solutions, Inc. Business advisory and system integration services Physician staffing and search services Accenture plc EmCare Inc. Jan-15 Jan-15 Metis Insurance Brokers Private Limited Insurance brokerage services (nka:Towers WatsonInc. Insurance Brokers India Healthcare staffing services Onward Healthcare, Human Capital Services MARKET UPDATE Towers Watson & Co. AMN Healthcare, Inc. Lincoln International 1 Lincoln International Human Capital Services Index (Continued) Company Name HR Administrative Services Aon plc Automatic Data Processing, Inc. Barrett Business Services Inc. Capita plc Insperity, Inc. Paychex, Inc. TriNet Group, Inc. Xchanging PLC HR Professional Services CTPartners Executive Search Inc. Heidrick & Struggles International Inc. Hudson Global, Inc Korn/Ferry International Resources Connection Inc. Towers Watson & Co. HR Technology Services Cornerstone OnDemand, Inc. Dice Holdings, Inc. LinkedIn Corporation Monster Worldwide, Inc. The Ultimate Software Group, Inc. Workday, Inc. Specialty Consulting Services Accenture plc Altran Technologies S.A. Atos SE Cap Gemini S.A. CRA International Inc. FTI Consulting, Inc. Huron Consulting Group Inc. ICF International Inc. Navigant Consulting Inc. Staffing Services Adecco S.A. AMN Healthcare Services Inc. CDI Corp. Cross Country Healthcare, Inc. Hays plc Kelly Services, Inc. Kforce Inc. ManpowerGroup Inc. Michael Page International plc On Assignment Inc. Randstad Holding NV Robert Half International Inc. Team Health Holdings, Inc. TrueBlue, Inc. Training Services BTS Group AB Corporate Executive Board Co. Franklin Covey Co. GP Strategies Corp. Mean Median Stock Price % of 52 Week High Market Cap Enterprise Value LTM Revenue YoY Revenue Growth EBITDA EBITDA Margin Enterprise Value / LTM Revenue EBITDA $ 96.12 85.64 42.84 16.58 52.29 49.62 35.23 2.02 89.8% 94.9% 67.5% 89.4% 94.4% 95.9% 92.7% 70.7% $ 26,938 40,692 306 10,968 1,325 18,022 2,490 499 $ 31,981 38,750 309 13,646 1,020 17,401 2,901 510 $ 12,019 12,586 636 6,823 2,358 2,686 2,194 894 $ 2,569 2,653 (43) 1,011 68 1,138 167 113 1.7% 14.6% 14.3% 1.8% 3.4% 9.0% 21.7% (17.9% ) 21.4% 21.1% (6.8% ) 14.8% 2.9% 42.4% 7.6% 12.7% 2.7x 3.1x 0.5x 2.1x 0.4x 6.5x 1.3x 0.6x 12.4x 14.6x NM 14.8x 14.9x 15.3x 17.4x 4.7x $ 5.08 24.58 2.73 32.87 17.50 132.19 21.4% 98.6% 63.0% 99.7% 94.4% 97.6% $ 44 448 92 1,657 659 9,244 $ 60 266 58 1,324 556 8,854 $ 173 497 581 1,008 599 3,620 $ 11 49 (7) 136 55 691 22.4% 5.8% (11.4% ) 7.7% 8.7% 0.5% 6.4% 9.9% (1.2% ) 13.5% 9.2% 19.1% 0.4x 0.5x 0.1x 1.3x 1.0x 2.4x 4.0x 6.1x NM 9.6x 11.1x 12.8x $ 28.89 8.92 249.86 6.34 169.96 84.41 58.0% 77.6% 90.5% 82.0% 97.6% 86.7% (43) 74 232 69 73 (156) 28.6% 17.4% 32.3% (3.0% ) 16.7% 68.0% (16.1% ) 28.2% 10.5% 8.9% 14.4% (19.9% ) 5.7x 2.2x 13.0x 1.0x 9.4x 18.4x NM 7.7x NM 10.9x NM NM $ 93.69 10.00 69.04 82.04 31.12 37.46 66.15 40.85 12.96 98.6% 96.9% 93.1% 97.6% 95.8% 87.7% 83.9% 93.4% 68.2% $ 58,674 1,745 7,949 13,024 286 1,550 1,393 794 623 $ 55,196 1,901 7,911 11,843 240 1,977 1,493 1,132 730 $ 30,902 2,126 10,956 12,798 306 1,756 811 1,050 792 $ 4,893 212 1,242 1,312 30 206 155 96 122 7.4% (7.0% ) (7.1% ) (8.3% ) 5.1% 5.1% 5.8% 9.3% 9.0% 15.8% 10.0% 11.3% 10.3% 9.9% 11.7% 19.1% 9.1% 15.4% 1.8x 1.0x 0.8x 1.0x 0.8x 1.1x 1.8x 1.1x 1.0x 11.3x 10.2x 11.1x 10.2x 7.9x 9.6x 9.6x 11.8x 6.3x $ 83.47 23.07 14.05 11.86 2.27 17.44 22.31 86.15 7.75 38.37 60.68 60.52 58.51 24.35 97.8% 97.1% 73.0% 87.8% 93.3% 68.9% 89.3% 98.6% 93.6% 96.3% 97.6% 95.7% 92.7% 77.8% $ 14,477 1,089 276 379 3,217 660 661 6,746 2,429 1,977 10,918 8,179 4,176 1,012 $ 15,690 1,245 241 448 3,334 669 754 6,516 2,295 2,361 11,696 7,893 4,963 1,192 $ 24,209 1,036 1,123 618 5,831 5,563 1,217 20,401 1,632 1,860 20,880 4,816 2,820 2,351 $ 1,216 84 35 16 251 56 57 804 136 190 856 573 292 127 (10.4% ) 3.5% 2.6% 38.5% (4.8% ) 2.5% 2.2% 0.1% (3.1% ) 9.9% (9.3% ) 11.8% 15.1% 36.8% 5.0% 8.1% 3.1% 2.6% 4.3% 1.0% 4.6% 3.9% 8.4% 10.2% 4.1% 11.9% 10.3% 5.4% 0.6x 1.2x 0.2x 0.7x 0.6x 0.1x 0.6x 0.3x 1.5x 1.3x 0.6x 1.7x 1.8x 0.5x 12.5x 14.8x 6.9x NM 13.9x 12.0x 13.3x 8.0x 17.6x 12.4x 15.4x 14.4x 17.0x 10.2x $ 8.55 79.86 19.26 37.00 98.7% 98.4% 84.7% 97.7% 87.6% 93.3% $ 159 2,674 326 635 $ 146 3,064 345 684 $ 100 909 209 502 $ 12 196 28 52 (7.0% ) 8.3% 6.7% 10.7% 8.0% 5.8% 11.7% 21.6% 13.5% 10.4% 9.6% 10.0% 1.6x 3.4x 1.6x 1.4x 2.2x 1.1x 13.8x 15.6x 11.2x 13.1x 11.7x 11.9x 1,557 488 31,262 576 4,862 15,869 1,500 571 28,906 747 4,754 14,505 264 263 2,219 770 506 788 Source: Bloomberg, Capital IQ and company filings, as of 3/31/2015 About Lincoln International Lincoln International specializes in merger and acquisition advisory services, debt advisory services, private capital raising and restructuring advice on mid-market transactions. Lincoln International also provides fairness opinions, valuations and pension advisory services on a wide range of transaction sizes. With sixteen offices in the Americas, Asia and Europe, Lincoln International has strong local knowledge and contacts in key global economies. The firm provides clients with senior-level attention, in-depth industry expertise and integrated resources. By being focused and independent, Lincoln International serves its clients without conflicts of interest. More information about Lincoln International can be obtained at www.lincolninternational.com. Q1 2015 www.lincolninternational.com Officer Contacts Mike Iannelli Managing Director miannelli@ lincolninternational.com +1-312-580-6281 Edward Lethbridge Managing Director elethbridge@ lincolninternational.com +44-20-7632-5224 Michael Fineman Vice President mfineman@ lincolninternational.com +1-312-506-2704 AMSTERDAM BEIJING CHICAGO FRANKFURT LONDON LOS ANGELES MADRID MILAN MOSCOW MUMBAI NEW YORK PARIS SÃO PAULO TOKYO VIENNA ZURICH Human Capital Services MARKET UPDATE Lincoln International 2
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