HR Software and Services Monthly March 2015 HR Software & Services Update Salient Transactions Vector Capital Acquires Saba Software for $270M in Cash • Vector offered $9 per share for Saba, which provides cloudbased intelligent talent management solutions • Saba was delisted from the Nasdaq in April 2013; known for investing in undervalued public companies, Vector jumped at the chance to acquire one of the larger players in the rapidly growing human capital management software market DHR International Bids to Acquire CTPartners for $66M • DHR International announced a bid to acquire CTPartners for $7 per share in a hostile, unsolicited proposal • CTPartners provides retained executive search services worldwide; its shares have fallen from $20 per share in December on allegations of sexual harassment Major Indices & Exchange Rates Close as of 2/27/2015 % Change 1 Month 12 Month Dow Jones Industrial Average NYSE Composite Index NASDAQ Composite Index AMEX Composite Index S&P 500 Index Russell 2000 Index 18,214.42 11,082.10 4,987.89 2,521.11 2,110.74 1,239.11 6.1% 5.2% 7.6% 3.7% 5.8% 6.3% 11.6% 6.3% 15.8% 0.4% 13.5% 4.7% Euro / USD Japanese Yen / USD British Pound / USD 0.8919 119.6600 0.6473 0.7% 1.9% (2.8%) 23.1% 17.2% 8.4% Marsh & McLennan’s Mercer Unit Invests $74.7M in Benefitfocus • Mercer purchased 2.82 million shares at $26.50 per share • Deal is part of an expanded strategic relationship with Mercer’s talent, health, retirement and investment consulting business HR Software & Services News Interest Rates U.S. Private Sector Employment Rose by 213,000 Jobs in January U.S. private sector employment rose by approximately 213,000 jobs in January when compared to December, according to ADP. Small businesses added 78,000 jobs in January, medium-sized businesses added 95,000 jobs, and large businesses added 40,000 jobs. The service-providing sector added approximately 183,000 jobs, and the goods-providing sector added approximately 31,000 jobs As of 2/27/2015 U.S. Prime Rate U.S. Treasury - 10 years ICE LIBOR - USD - 3 Month Federal Funds Overnight Rate 3.250% 2.010% 0.262% 0.070% Bps Change 1 Month 12 Month 0.00 33.00 0.85 2.00 0.00 (65.00) 2.60 2.00 U.S. Producer Price Index for Employment Services Rose 2.4% YoY in January to a Level of 107.6 The U.S. Producer Price Index for employment services rose 2.4% year-over-year (“YoY”) in January to a level of 107.6, according to the U.S. Bureau of Labor Statistics. The industry includes employment placement agencies, temporary help services, executive search services and professional employer organizations *Historical data has been adjusted from previous versions to account for a change in the data source to accurately reflect the comparison of current and historical periods 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, and KeyBank National Association (“KeyBank N.A.”), are marketed. 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. 1 HR Software and Services Monthly March 2015 HR Software & Services Headlines 02/20 Approximately 32% of CFOs said they would be more productive if they gave their employees greater autonomy at work, according to a survey by Robert Half Management Resources. Only 13% feared performance would decline if they gave workers more control, while 55% of respondents felt it would not have any impact. Giving employees greater autonomy has the added benefit of making managers more productive, as per Robert Half. When staff have the freedom to decide how their work gets accomplished, they develop management skills earlier in their careers, and leaders can devote more time to strategic planning and other initiatives (Staffing Industry Analysts, 02/20/15). 02/20 Businesses are discovering different ways of measuring return on investment on wellness programs, according to the National Business Group on Health and Optum. Employers use six metrics to track how wellness programs are working, including health and wellness engagement, absenteeism and job satisfaction. As wellness programs evolve, employers have shifted from a focus on cost to other areas like increased employee productivity and how wellness impacts the company overall. The top three reasons for having wellness programs include reducing health risks, managing or reducing health care costs, and improving employee productivity (Employee Benefit News, 02/20/15). 02/19 Of companies looking to purchase new talent management software, 67% were driven by a keen interest in performance management capabilities, either for the first time or as a replacement for existing solutions, according to Bersin by Deloitte. Similarly, Software Advice discovered that 44% of its respondents planned to increase their investments in the same area. In a comprehensive review of the entire human resources market in 2014, Software Advice found that small businesses most commonly sought to automate personnel tracking (36%), applicant tracking (35%) and performance review (over 20%) (Business 2 Community, 02/19/15). 02/19 Performance management has become an increasingly critical business concern for today’s organizations, and historical systems are not perceived as adequately supporting next-generation practices, according to Bersin by Deloitte. Close to 30% of the large organizations polled admitted that their performance management systems were more than seven years old. Of those replacing existing software, 75% sought to replace a standalone performance management application with an integrated suite solution. The majority of organizations surveyed (74%) use one software solution for their performance management system (Business 2 Community, 02/19/15). 02/19 Law firms looking to staff out their human resource work to professional employer organizations (“PEOs”) face a number of potential ethical landmines, but a new set of guidelines released by the New York City Bar Association outlines four steps firms can take to avoid trouble. The NYCBA says firms can use PEOs — which allow companies to outsource their payroll, human resources, and other employee management needs — so long as they are vigilant about the potential for such arrangements to compromise independent professional judgment, confidentiality obligations, conflict of interest protections and prohibitions against sharing fees with non-lawyers (Law360, 02/19/15). 02/18 The Canadian Staffing Index, a measure of staffing activity in Canada, fell to a reading of 98 in January, a decrease of 6% from the 104 reading in the year-ago period. The index fell 3% sequentially from the December index value of 101. Throughout 2014, there was a trend of modest year-over-year declines in the index according to Staffing Industry Analysts. While the index reading was down 6% year-over-year, there was one less working day in 2015 than in 2014, which accounts for a portion of the index’s decline. The index is based upon reported billed hours for temporary staffing from a survey of leading staffing firms (Staffing Industry Analysts, 02/18/15). 2 HR Software and Services Monthly March 2015 HR Software & Services Headlines 02/18 For years, recruitment process outsourcing (“RPO”) was viewed as an efficiency play with big companies tapping outside vendors to hire entry-level people as quickly and cheaply as possible. Today’s RPOs are being brought in specifically to unearth the hard-to-find talent that companies need to fill highly specialized and critically important roles. RPOs are moving up the value chain, according to the Information Services Group, a market intelligence firm. Of late, RPOs have focused on attracting the right candidates to their clients’ organizations (Workforce.com, 02/18/15). 02/17 According to the 2014 Healthcare Benefits Trends Benchmark Study report conducted by the Healthcare Trends Institute, 91.3% of respondents’ companies offered employee health benefits. The majority of employee health benefit programs offered by respondents’ companies include PPO (47.9%), family (44.1%), prescription drug (41.4%), and high-deducible health plan (30.8%). Of those whose companies offered employee health benefits, 39.5% of respondents indicated that their company offered only one health insurance plan, 28.1% reported offering two health plan options, while 22.4% offered three health plan options (InsuranceNewsNet.com, 02/17/15). 02/17 The number of work-from-home and other remote work opportunities has increased over the last three years, according to a survey by Accountemps, a division of Robert Half International. Approximately 36% of surveyed CFOs said the number of work-from-home and other remote work opportunities has increased, while only 3% reported a decline in the last three years. Larger companies outpace smaller firms in telecommuting; 68% of CFOs at companies with more than 1,000 employees see remote work opportunities on the rise, compared to 34% of CFOs at companies with 20 to 49 employees (Staffing Industry Analysts, 02/17/15). 02/13 Technology trends like intelligent hardware, digital platforms, personalization and analytics are driving businesses forward, according to Accenture. Wellness providers like ShapeUp, VirginPulse and Limeade holistically approach employee wellness and engagement, using sensors that integrate with mobility, while platform-based companies are capturing the digital economy’s opportunities for growth and profits. The “on-demand” and contract labor markets are prime examples of how platforms have impacted HR and the workforce, with Elance-oDesk, Freelancer.com, and software developer-community sites like GitHub and StackOverflow leading the charge (HREOnline, 02/13/15). 02/11 Recruitment process outsourcing (RPO) was integral to 50% of multi-service HR outsourcing contracts in 2014, according to BPO provider arvato’s quarterly U.K. outsourcing index. In 2013, such services were frequently procured separately. HR services, including recruitment, benefits administration and payroll outsourcing, accounted for 20% of outsourcing deals signed in the U.K. in 2014, with the index identifying $193.5 million of HR outsourcing contracts in 2014. The most active purchasers of these services were companies providing business services, accounting for 32% of deals, followed by manufacturers (16%) and energy & utilities companies (13%) (Recruiter, 02/11/15). 02/05 As organizations look to improve the competency and skills of their workers, learning management system (LMS) technology can help improve their efforts. Larger organizations with more employees are likely to train them uniformly, and more often also have the resources to devote to this function. Across organizations of various sizes, most believe the main purpose of the learning management system is employee development training (46%) or compliance-related learning (29%). The finance, insurance and real estate sectors use LMS technology extensively, primarily to comply with regulations and teach employees how to do so (Smart Data Collective, 02/05/15). 3 HR Software and Services Monthly March 2015 Industry Fundamentals Market-Indexed Prices (12 Month Indexed Prices as of February 27, 2015) 20% 15% Index 1 Month 12 Month 5.8% 6.1% 7.6% 6.3% 13.5% 11.6% 15.8% 4.7% S&P 500 Index Dow Jones Industrial NASDAQ Composite Russell 2000 15.8% 13.5% 11.6% Indexed Price (% ) 10% 5% 4.7% 0% (5%) (10%) (15%) 28-Feb-14 30-Apr-14 30-Jun-14 S&P 500 Index 31-Aug-14 Dow Jones Industrial 31-Oct-14 31-Dec-14 NASDAQ Composite 28-Feb-15 Russell 2000 HR Sector Indices vs. S&P 500 (12 Month Relative Share Price Returns as of February 27, 2015) 50% 40% Indexed Price (% ) 30% Index 1 Month 12 Month 5.8% 13.0% 12.8% 8.3% 4.2% 8.3% 13.5% (12.7%) 13.5% 6.7% 18.4% (11.6%) S&P 500 Index HR Technology HR Outsourcing HR Staffing & Services HR Benefits and Risk Consulting SaaS 20% 18.4% 13.5% 13.5% 10% 6.7% 0% (11.6%) (12.7%) (10%) (20%) (30%) (40%) 28-Feb-14 S&P 500 Index 30-Apr-14 HR Technology 30-Jun-14 HR Outsourcing 31-Aug-14 31-Oct-14 HR Staffing & Services 31-Dec-14 HR Benefits and Risk Consulting Source: Capital IQ HR Technology: WDAY, ULTI, CEB, CSOD, CALD, BNFT, HSTM, DHX, MWW, TSX:HGN HR Outsourcing: ADP, AON, PAYX, HRB, TW, BOVESPA:QUAL3, WAGE, NSP, CBZ, BBSI HR Staffing & Services: SWX:ADEN, ENXTAM:RAND, RHI, MAN, LSE:HAS, ASGN, LSE:MPI, KFY, ENXTAM:USG, TBI, KFRC, KELY.A, CDI, HSII, CTG HR Benefits and Risk Consulting: MMC, AJG, WSH, LSE:JLT, TSX:MSI, AIM:JLF SaaS: CRM, NOW, N, GWRE, DWRE, RP, MKTO, LOGM, CVT, SPSC, IL, TXTR, FUEL, TNGO, SQI Note: PAYC, PCTY and TNET began trading within the past year and are not included in 12 month calculations 28-Feb-15 SaaS 4 HR Software and Services Monthly March 2015 Industry Fundamentals Relative Valuation (12 Month EV / Revenue Valuations as of February 27, 2015) 12.0x 11.0x Enterprise Value / Revenue 10.0x 9.0x Index Averages HR Technology HR Outsourcing HR Staffing & Services HR Benefits and Risk Consulting SaaS 1 Month 12 Month 4.2x 3.0x 0.7x 2.3x 5.5x 4.8x 3.0x 0.7x 2.3x 5.9x 8.0x 7.0x 6.0x 5.6x 5.0x 4.2x 4.0x 3.0x 3.0x 2.0x 2.3x 1.0x 0.7x 0.0x 28-Feb-14 30-Apr-14 HR Technology 30-Jun-14 HR Outsourcing 31-Aug-14 31-Oct-14 HR Staffing & Services 31-Dec-14 HR Benefits and Risk Consulting 28-Feb-15 SaaS Relative Valuation (12 Month EV / EBITDA Valuations as of February 27, 2015) 50.0x 45.0x Enterprise Value / EBITDA 40.0x Index Averages HR Technology HR Outsourcing HR Staffing & Services HR Benefits and Risk Consulting SaaS 1 Month 12 Month 14.0x 14.7x 11.0x 12.8x 36.0x 14.0x 14.4x 11.0x 12.8x 33.6x 38.3x 35.0x 30.0x 25.0x 20.0x 14.4x 13.8x 12.8x 11.0x 15.0x 10.0x 5.0x 0.0x 28-Feb-14 30-Apr-14 HR Technology 30-Jun-14 HR Outsourcing 31-Aug-14 HR Staffing & Services 31-Oct-14 31-Dec-14 HR Benefits and Risk Consulting Source: Capital IQ HR Technology: WDAY, ULTI, CEB, CSOD, CALD, BNFT, HSTM, DHX, MWW, TSX:HGN HR Outsourcing: ADP, AON, PAYX, HRB, TW, BOVESPA:QUAL3, WAGE, NSP, CBZ, BBSI HR Staffing & Services: SWX:ADEN, ENXTAM:RAND, RHI, MAN, LSE:HAS, ASGN, LSE:MPI, KFY, ENXTAM:USG, TBI, KFRC, KELY.A, CDI, HSII, CTG HR Benefits and Risk Consulting: MMC, AJG, WSH, LSE:JLT, TSX:MSI, AIM:JLF SaaS: CRM, NOW, N, GWRE, DWRE, RP, MKTO, LOGM, CVT, SPSC, IL, TXTR, FUEL, TNGO, SQI Note: PAYC, PCTY and TNET began trading within the past year and are not included in 12 month calculations 28-Feb-15 SaaS 5 HR Software and Services Monthly March 2015 HR Software & Services Public Trading Statistics (As of February 27, 2015) EV as a multiple of ($ in millions except stock price) Company Current Price 52 Week % of 52 High Week High Market Cap Enterprise Value Revenue LTM LTM EBITDA % Margin Revenue LTM NTM EBITDA Revenue EBITDA Total Rev Growth HR Technology Workday, Inc. $85.50 $116.40 73.5% $15,989 $14,624 $788 ($156) NM 18.6x NM 12.8x NM 68.0% The Ultimate Software Group, Inc. 164.65 170.34 96.7% 4,671 4,563 506 74 14.5% 9.0x NM 7.4x 29.9x 23.3% Corporate Executive Board Co. 78.21 80.43 97.2% 2,618 3,009 909 206 22.7% 3.3x 14.6x 3.1x 12.2x 10.8% Cornerstone OnDemand, Inc. 31.97 61.85 51.7% 1,712 1,655 264 (38) NM 6.3x NM 4.9x NM 42.4% Benefitfocus, Inc. 32.56 72.69 44.8% 834 832 137 (52) NM 6.1x NM 4.8x NM 31.2% 6.72 8.50 79.1% 610 782 770 69 8.9% 1.0x 11.4x 1.0x 6.8x (4.7%) Callidus Software Inc. 14.29 17.31 82.6% 695 669 137 (1) NM 4.9x NM 4.1x 30.8x 21.6% Healthstream Inc. 25.88 32.17 80.4% 716 595 171 27 16.0% 3.5x 21.8x 2.9x 21.6x 29.0% Dice Holdings, Inc. 8.76 11.49 76.2% 473 557 263 74 28.2% 2.1x 7.5x 2.0x 6.8x 23.0% Halogen Software Inc. 6.76 9.43 71.7% 148 107 57 (10) NM 1.9x NM 1.6x NM 18.1% $45.53 $28.92 $58.06 $47.01 75.4% 77.6% $2,847 $775 $2,739 $807 $400 $263 $19 $13 18.1% 16.0% 5.7x 4.2x 13.8x 13.0x 4.5x 3.6x 18.0x 16.9x 26.3% 23.1% Automatic Data Processing, Inc. $88.84 $89.70 99.0% $42,213 $40,270 $10,646 $2,219 20.8% 3.8x 18.2x 3.5x 16.8x 20.1% Aon plc 100.36 107.08 93.7% 28,126 33,169 12,019 2,569 21.4% 2.8x 12.9x 2.7x 12.2x 2.0% Paychex, Inc. 49.84 50.19 99.3% 18,097 17,568 2,633 1,124 42.7% 6.7x 15.6x 6.2x 14.7x 9.3% H&R Block, Inc. 34.15 35.80 95.4% 9,397 8,895 3,031 946 31.2% 2.9x 9.4x 2.7x 11.0x 3.3% 131.50 133.54 98.5% 9,148 8,758 3,620 691 19.1% 2.4x 12.7x 2.4x 11.6x 5.6% 36.34 36.96 98.3% 2,529 2,981 502 171 34.1% 5.9x 17.4x 5.1x 16.1x 29.9% Monster Worldwide, Inc. Mean Median HR Outsourcing Towers Watson & Co. TriNet Group, Inc. Qualicorp S.A. 9.09 9.96 91.3% 2,486 2,519 578 235 40.7% 4.4x 10.7x 4.2x 10.7x 26.1% Paycom Software, Inc. 31.88 35.12 90.8% 1,717 1,719 151 23 15.1% 11.4x NM 8.8x NM 40.3% WageWorks, Inc. 57.45 65.56 87.6% 2,042 1,708 268 57 21.2% 6.4x 30.1x 5.1x 19.1x 22.1% Paylocity Holding Corporation 29.89 31.00 96.4% 1,509 1,420 128 (9) NM 11.1x NM 8.6x NM 41.2% Insperity, Inc. 51.80 52.76 98.2% 1,313 1,007 404 68 17.0% 2.5x 14.7x 2.3x 10.1x 4.5% 8.84 9.45 93.5% 436 640 719 75 10.5% 0.9x 8.5x 0.8x NM 4.0% 37.25 71.76 51.9% 265 269 636 (43) NM 0.4x NM 0.4x 6.4x 19.4% $51.33 $37.25 $56.07 $50.19 91.8% 95.4% $9,175 $2,486 $9,302 $2,519 $2,718 $636 $625 $171 24.9% 21.2% 4.7x 3.8x 15.0x 13.8x 4.1x 3.5x 12.9x 11.9x 17.5% 19.4% 1.4% CBIZ, Inc. Barrett Business Services Inc. Mean Median HR Staffing & Services Adecco S.A. $78.89 $83.94 94.0% $14,128 $15,591 $25,003 $1,231 4.9% 0.6x 12.7x 0.7x 11.7x Randstad Holding NV 59.03 59.37 99.4% 10,616 11,428 20,880 856 4.1% 0.5x 13.4x 0.5x 10.9x 4.1% Robert Half International Inc. 61.96 63.21 98.0% 8,373 8,088 4,695 546 11.6% 1.7x 14.8x 1.6x 12.7x 10.6% ManpowerGroup Inc. 80.46 86.85 92.6% 6,300 6,070 20,763 811 3.9% 0.3x 7.5x 0.3x 7.6x 2.5% 2.37 2.53 93.6% 3,356 3,478 5,831 251 4.3% 0.6x 13.9x 0.6x 11.2x 1.2% 38.21 39.86 95.9% 2,000 2,384 1,860 184 9.9% 1.3x 13.0x 1.3x 11.7x 14.0% 2.4% Hays plc On Assignment Inc. Michael Page International plc 7.76 7.90 98.1% 2,407 2,340 1,735 143 8.2% 1.3x 16.4x 1.5x 15.7x USG People NV 13.66 15.90 85.9% 1,106 1,320 2,941 144 4.9% 0.4x 9.2x 0.5x 9.7x 2.0% Korn/Ferry International 30.60 32.78 93.4% 1,541 1,267 1,001 130 13.0% 1.3x 9.8x 1.2x 7.8x 11.7% TrueBlue, Inc. 23.01 31.30 73.5% 920 1,101 2,174 116 5.4% 0.5x 9.5x 0.4x 7.9x 30.3% Kforce Inc. 23.60 24.99 94.4% 722 815 1,217 59 4.8% 0.7x 13.8x 0.6x 10.6x 5.7% Kelly Services, Inc. 17.31 26.17 66.1% 655 664 5,563 56 1.0% 0.1x 11.9x 0.1x 9.2x 2.8% CDI Corp. 18.40 19.24 95.6% 361 321 1,133 37 3.3% 0.3x 8.6x 0.3x 7.8x 4.8% Heidrick & Struggles International Inc. 23.94 24.89 96.2% 437 255 494 44 8.9% 0.5x 5.8x 0.5x 5.7x 7.0% 7.63 17.90 42.6% 143 102 393 20 5.2% 0.3x 5.0x 0.3x 7.8x (6.1%) $32.46 $23.60 $35.79 $26.17 88.0% 94.0% $3,538 $1,541 $3,682 $1,320 $6,379 $2,174 $308 $143 6.2% 4.9% 0.7x 0.5x 11.0x 11.9x 0.7x 0.5x 9.9x 9.7x 6.3% 4.1% Computer Task Group Inc. Mean Median Source: Capital IQ; Note: EV/EBITDA multiples higher than 50.0x are excluded from aggregate calculations and are marked as ‘NM’ HR Technology: WDAY, ULTI, CEB, CSOD, BNFT, MWW, CALD, HSTM, DHX, TSX:HGN HR Outsourcing: ADP, AON, PAYX, HRB, TW, BOVESPA:QUAL3, WAGE, NSP, CBZ, BBSI HR Staffing & Services: SWX:ADEN, ENXTAM:RAND, RHI, MAN, LSE:HAS, ASGN, LSE:MPI, ENXTAM:USG, KFY, TBI, KFRC, KELY.A, CDI, HSII, CTG Note: In Q3 2014 Automatic Data Processing (ADP) executed a spinoff of its Dealer Services business segment; ADP’s LTM revenue and EBITDA have been adjusted to appropriately reflect standalone business performance and valuation 6 HR Software and Services Monthly March 2015 HR Software & Services Public Trading Statistics (As of February 27, 2015) EV as a multiple of ($ in millions except stock price) Company Current Price 52 Week % of 52 High Week High Market Cap Enterprise Value Revenue LTM LTM EBITDA % Margin Revenue LTM NTM EBITDA Revenue EBITDA Total Rev Growth HR Benefits and Risk Consulting Marsh & McLennan Companies, Inc. $56.89 $58.74 96.9% $30,651 $32,080 $12,951 $2,686 20.7% 2.5x 11.9x 2.4x 11.1x Willis Group Holdings plc 47.72 48.88 97.6% 8,528 10,283 3,767 827 22.0% 2.7x 12.4x 2.6x 11.3x 3.7% Arthur J Gallagher & Co. 46.99 49.38 95.2% 7,741 9,820 4,560 661 14.5% 2.2x 14.9x 1.9x 11.0x 44.5% Jardine Lloyd Thompson Group plc 14.81 17.12 86.5% 3,226 3,934 1,799 372 20.7% 2.2x 10.6x 2.2x 10.7x 13.6% Morneau Shepell Inc. 13.72 14.15 97.0% 659 906 468 68 14.5% 1.9x 13.4x 2.0x 10.7x 13.8% 2.83 2.90 97.3% 305 307 134 23 17.2% 2.3x 13.3x 2.2x 11.5x 8.4% $30.49 $30.90 $31.86 $33.00 95.1% 96.9% $8,518 $5,484 $9,555 $6,877 $3,946 $2,783 $773 $516 18.3% 18.9% 2.3x 2.2x 12.8x 12.9x 2.2x 2.2x 11.1x 11.1x 14.9% 11.0% Jelf Group plc Mean Median 5.6% SaaS salesforce.com, inc. $69.38 $71.00 97.7% $43,779 $44,981 $5,374 $303 5.6% 8.4x NM 6.9x 38.5x 32.0% ServiceNow, Inc. 76.26 81.24 93.9% 11,309 11,084 683 (109) NM 16.2x NM 11.2x NM 60.7% NetSuite Inc. 96.42 119.98 80.4% 7,399 7,214 556 (53) NM 13.0x NM 10.0x NM 34.2% Guidewire Software, Inc. 55.66 58.00 96.0% 3,873 3,373 363 33 9.1% 9.3x NM 8.9x NM 19.6% Demandware, Inc. 63.19 82.23 76.8% 2,294 2,052 161 (21) NM 12.8x NM 8.8x NM 54.8% RealPage, Inc. 20.23 23.11 87.5% 1,599 1,592 405 33 8.1% 3.9x 48.7x 3.5x 20.9x 7.3% LogMeIn, Inc. 52.70 53.69 98.2% 1,289 1,088 222 21 9.3% 4.9x NM 4.2x 19.2x 33.5% Marketo, Inc. 27.95 42.00 66.5% 1,152 1,045 150 (46) NM 7.0x NM 5.1x NM 56.3% Cvent, Inc. 28.95 44.31 65.3% 1,196 1,029 142 10 7.3% 7.2x NM 5.8x NM 28.0% SPS Commerce, Inc. 68.70 71.82 95.7% 1,123 992 128 13 10.3% 7.8x NM 6.3x 45.8x 22.6% Textura Corporation 28.21 30.53 92.4% 722 655 63 (14) NM 10.4x NM 7.3x NM 31.2% IntraLinks Holdings, Inc. 10.37 12.28 84.4% 582 608 256 28 10.8% 2.4x 22.0x 2.2x 15.9x 9.1% Tangoe, Inc. 12.41 19.15 64.8% 482 432 212 15 7.2% 2.0x 28.1x 1.8x 11.1x 12.5% Rocket Fuel Inc. SciQuest, Inc. Mean Median 9.77 59.62 16.4% 403 383 355 (29) NM 1.1x NM 0.7x NM 81.8% 17.41 32.69 53.3% 480 349 102 5 5.1% 3.4x NM 3.2x 15.7x 13.0% $42.51 $28.95 $53.44 $53.69 78.0% 84.4% $5,179 $1,196 $5,125 $1,045 $611 $222 $13 $10 8.1% 8.1% 7.3x 7.2x 32.9x 28.1x 5.7x 5.8x 23.9x 19.2x 33.1% 31.2% Source: Capital IQ; Note: EV/EBITDA multiples higher than 50.0x are excluded from aggregate calculations and are marked as ‘NM’ HR Benefits and Risk Consulting: MMC, WSH, AJG, LSE:JLT, TSX:MSI, AIM:JLF SaaS: CRM, NOW, N, GWRE, DWRE, RP, LOGM, MKTO, CVT, SPSC, TXTR, IL, TNGO, FUEL, SQI 7 HR Software and Services Monthly March 2015 Global Technology Sector M&A and Private Placement Update (As of January 31, 2015) Commentary Global M&A transaction value in Software and Services fell to $10.8 billion in January 2015, from $21.0 billion in December 2014. The total number of transactions rose 2.7% year-on-year to 486 from 473 transactions in January 2014. The total number of private placement deals (679) was higher than the number of M&A deals (486) this month. Global M&A transaction value rose in 2014 to $421.9 billion, marking a 61.0% increase year-on-year, while the total number of M&A deals rose by 19.1% to 5,984 in the same period. The total number of private placement deals rose to 9,110 in 2014, marking an increase of 14.1% year-on-year. 2014 recorded the highest number of both M&A and private placement transactions in the past 8 years. Improving economic conditions in the U.S., low interest rates, and strong cash balances in technology firms indicate a bright outlook for Q1 2015 Global Technology Monthly Transactions Count and Volumes (Last One Year as of January 31, 2015) 900 800 797 767 774 679 $100 631 422 518 511 488 473 400 583 542 530 513 $80 512 461 431 486 $60 $65.0 300 $32.5 $28.6 200 793 687 600 500 810 $37.0 $40 $22.9 $32.1 100 $22.6 $20.7 $11.6 $21.0 $20 $19.3 $10.8 Private Placement $0 Jan-15 Dec-14 Nov-14 Oct-14 Sep-14 Aug-14 Jul-14 Jun-14 May-14 Apr-14 Mar-14 Jan-14 Feb-14 0 Merger/Acquisition M&A Transaction Volume ($ in billions) Count of Transactions 792 778 730 699 700 $120 852 $108.6 M&A Transaction Volume Global Technology Annual Transactions Count and Volumes (Last Eight Years as of December 31, 2014) 10,000 9,110 Count of Transactions 6,818 7,000 6,000 5,000 4,000 3,000 $700 7,984 8,000 5,663 3,788 3,660 $600 5,984 5,494 4,992 4,929 7,354 5,342 5,229 5,026 4,118 3,754 $421.9 $245.9 $270.6 $220.2 $206.1 $400 $300 $391.1 2,000 $500 $232.6 $262.0 $200 M&A Transaction Volume ($ in billions) 9,000 $800 $100 1,000 0 $0 2007 2008 2009 Merger/Acquisition 2010 2011 Private Placement 2012 2013 2014 Merger/Acquisition Source: Company Filings, Press Releases, Thomson Reuters, Capital IQ, Analyst Reports 8 HR Software and Services Monthly March 2015 Select Recently Announced M&A Transactions (As of February 27, 2015) ($ in millions) Announced Date Acquirer Target Target Business Description Enterprise EV / Value Revenue EV / EBITDA 2/26/2015 Deltek, Inc. HRsmart, Inc. Offers SaaS-based unified talent management softw are w orldw ide NA NA NA 2/23/2015 Hentons Brookroyd Payroll Limited Offers payroll bureau services and auto enrollement services to academies and free schools, nursing homes, retail organizations, and others NA NA NA Certica Solutions, Inc. Northw est Evaluation Association, Formative Assessment Item Bank Line of Business Offers a repository of standards-based items that enables educators to create custom, formative assessments NA NA NA Starfish Retention Solutions, Inc. Develops automating student tracking, early alert, online appointment scheduling, and assessment softw are solutions NA NA NA Netchemia, LLC Provides cloud-based talent management softw are solutions for K-12 school districts in the U.S. NA NA NA NA NA NA 2/23/2015 2/22/2015 2/19/2015 Hobsons Australia Pty Limited PeopleAdmin, Inc. 2/18/2015 Grow thPlay, LLC SSS Consulting, Inc. Develops and provides sales improvement, talent management, and leadership development softw are tools and research services 2/18/2015 Gap Personnel Holdings Ltd Personell Solutions Provides staffing solutions and operates as a recruitment agecy in the U.K. NA NA NA Venture Profiles Corporation Engages in placing finance/accounting professionals, including CFOs, VPs, controllers, financial managers and accountants NA NA NA NA NA NA 2/13/2015 BANK W Holdings, LLC 2/11/2015 Labourforce Impex Personnel Pty. Ltd. ImpEx Personnel Provides transport and logistics recruitment services to small, medium, and large organizations in Australia and New Zealand 2/11/2015 Guidepoint Global, LLC Innosquared GmbH Provides on-demand custom recruiting solutions in Germany and internationally NA NA NA $270.2 1.9x NM 2/10/2015 Vector Capital Saba Softw are, Inc. Provides cloud-based intelligent talent management solutions for organizations to hire, develop, engage, and inspire people 2/4/2015 DHR International, Inc. CTPartners Executive Search Inc. Provides retained executive search services w orldw ide 66.1 0.4x 4.4x NA NA NA 2/4/2015 Revelstoke Capital Partners LLC Career Step, LLC Provides career-focused online education and corporate training for job opportunities in healthcare, administrative services, and technology in the U.S. 2/1/2015 Rappahannock Goodw ill Industries, Inc. Taskforce Staffing, LLC Offers staffing services NA NA NA 1/30/2015 Berry Recruitment Limited Headw ay Recruitment Specialists Limited Provides recruitment services NA NA NA NA NA NA NA NA NA 36.0 NA NA 1/28/2015 Grow thPlay, LLC Force Management, LLC Provides customized sales consulting and training services to high-technology organizations, w orkforce management companies, and others 1/28/2015 Management Buyout Penta Consulting Limited Provides contract, interim, and permanent recruitment solutions to technical professionals across the telecommunications industry 1/26/2015 Pluralsight LLC Code School LLC Provides online learning services, including video lessons, coding challenges, and screencasts, for existing and aspiring developers 1/22/2015 XING AG Intelligence Competence Center Operates a job search engine in German speaking countries 9.9 NA NA 1/21/2015 National Planning Corporation National Insurance Consulting Offers human resource and employee benefits consulting services NA NA NA 1/20/2015 Talent Inc. Career Services Group, Inc. Offers online recruitment services NA NA NA 1/20/2015 Hylant Group, Inc. The Gardner Group, Inc. Offers employee benefit programs and consulting services NA NA NA 1/20/2015 CRMPoint.net, Inc. Precision Professionals, LLC Provides IT search and staffing services, in addition to consulting, to multinational firms and grow ing organizations NA NA NA 1/20/2015 Econocom Group SA/NV Aragon-eRH, SAS Offers human resources management softw are for businesses NA NA NA 1/18/2015 BLG Executive Search GmbH HealthyCareers BV Offers recruitment and executive search services NA NA NA 1/15/2015 StepStone Deutschland GmbH ictjob SPRL/BVBA Provides online recruitment solutions for IT professionals NA NA NA 1/14/2015 RGF Staffing Melbourne tw o Pty Ltd. (Recruit Holdings Co.) Chandler Macleod Group Limited Provides human resource outsourcing (HRO), recruitment, consulting, and managed services 309.6 0.3x 10.9x 1/14/2015 RGF Staffing Melbourne One Pty Ltd. (Recruit Holdings Co.) Peoplebank Australia Ltd Specializes in the permanent and contract placement of information and communications technology professionals 56.0 NA NA Management Buyout Specializes in the recruitment of human resource professionals for various Better Placed HR Recruitment (nka Eyzon Limited) industries in the U.K. and internationally NA NA NA 1/12/2015 Groupe ACTUAL SARL Three Employment Agencies in Pau, Bayonne and Provide employment services in France Dax NA NA NA 1/12/2015 Encore Personnel Services Limited Response Recruitment Solutions Limited Provides permanent and temporary contract recruitment services NA NA NA 1/7/2015 Alliant Insurance Services, Inc. American Benefits Consulting LLC Provides employee benefits consulting services NA NA NA 1/6/2015 Pureprint Group Ltd. Imprint Limited Offers recruitment services in the U.K. NA NA NA SELEXENS Marseille Develops and provides customers w ith a fully outsourced recruitment solution, using strategies of sourcing, and remote evaluation NA NA NA 1/13/2015 1/6/2015 Talentpeople SARL Source: Company Filings, Press Releases, Capital IQ, Research Reports 9 HR Software and Services Monthly March 2015 Select Recently Announced Financings (As of February 27, 2015) ($ in m illions) Announced Com pany Nam e 2/25/2015 Xero Limited 2/24/2015 Benefitfocus, Inc. Country New Zealand U.S. Am ount Type of Financing / Round (if VC) Business Description Provides a platform for online accounting and business services for small businesses and their advisors Participated Investors in Current Round $109.9 Undisclosed Accel Partners; Matrix Capital Management Company, LLC 74.7 Undisclosed Provides cloud-based benefits softw are solutions for consumers, employers, insurance carriers, and brokers Provides a cloud-based HR SaaS platform that helps small, medium, and Undisclosed large companies to identify the right partner, employee, or contractor Mercer LLC 2/20/2015 1-PAGE LIMITED U.S. 7.5 Undisclosed 2/19/2015 Instructure, Inc. U.S. 40.0 Series E Provides Canvas, an open-source learning management system that communicates w ith students, teachers, and administrators Bessemer Venture Partners; Insight Venture Partners; EPIC Ventures; OpenView Venture Partners 2/18/2015 Glint, Inc. U.S. 9.0 Series B Provides a real-time employee engagement platform for organizations Norw est Venture Partners; Shasta Ventures IDG Ventures; MeriTech Capital Partners; New Enterprise Associates; Storm Ventures LLC 2/10/2015 GuideSpark, Inc. U.S. 22.2 Series C Provides benefits and open enrollment communication, new hire training/pre-hire training, and financial w ellness services 2/10/2015 ShiftPlanning Inc. U.S. 9.0 Series B Provides online w orkforce management softw are solutions Point Nine Capital; Klever Internet Investments Limited; MHS Capital; Team Builder Ventures Fund Ii, L.P. 2/9/2015 New Koosharem Corporation U.S. 216.5 Undisclosed Offers staffing services Undisclosed 2/9/2015 ZRG Partners, Inc. U.S. Undisclosed Undisclosed Provides senior-level executive search and human capital management Northcreek Mezzanine services 2/5/2015 Career Analytics Netw ork, Inc. U.S. Undisclosed Undisclosed Develops HR tools and solutions that helps employers and job seekers connect through scientific measures of fit Quintel Management Consulting, Inc. Undisclosed 1/27/2015 getFittter Inc. U.S. Undisclosed Undisclosed Offers a monetization and client retention tool to health clubs, fitness studios, and personal trainers 1/21/2015 Work Market Inc. U.S. 20.0 Undisclosed Provides a SaaS-based w orkforce solution that helps companies and Industry Ventures, LLC; SoftBank Capital; Union Square businesses to engage and manage freelance and contractor w orkforce Ventures; Spark Capital Partners, LLC 1/20/2015 HireCanvas, Inc. U.S. Undisclosed Undisclosed Recruits candidates by leveraging employees and university netw orks AngelPad AngelPad Edison Partners; Carmel Ventures; ORIX Ventures 1/20/2015 Allay Inc. U.S. Undisclosed Undisclosed Develops and provides an HR and benefits platform for insurance brokers and their customers 1/19/2015 RealMatch Inc. U.S. 8.0 Undisclosed Provides online job matching services 1/12/2015 Percolata Inc. U.S. 5.0 1/12/2015 VeriQuik U.S. Undisclosed Undisclosed Offers an online platform for background screening and verification SparkLabKC 1/12/2015 PopBookings U.S. Undisclosed Undisclosed Provides cloud-based staffing solution softw are SparkLabKC Operates a career management platform that allow s professionals to manage their careers, and show case expertise and accomplishments Sierra Angels 1/6/2015 Talentral, Inc. U.S. Undisclosed Seed Provides cloud-based w orkforce management solutions that help Menlo Ventures; Foundation Capital; Google Ventures; retailers to manage their employee w orkforce to meet customer demand Andreessen Horow itz LLC Series A Provides staffing firm management solutions for contract/temporary and Undisclosed direct-hire businesses 12/23/2014 erecruit Holdings, LLC U.S. 12.0 Undisclosed 12/19/2014 Innovate CV Corp. U.S. 7.4 Series A Provides w eb-based talent acquisition softw are and services Undisclosed 12/17/2014 MyCareer.com U.S. Undisclosed Seed Operates a platform that offers a resume-on-demand solution Karlani Capital 12/16/2014 Ascentis Corporation U.S. 7.0 Undisclosed Provides human resources softw are, online payroll services, and human capital management solutions Undisclosed 12/12/2014 mobileJobs GmbH Germany Undisclosed Undisclosed Offers job listing and recruiting services as a mobile application High-Tech Gründerfonds Management GmbH 6.8 Undisclosed Provides a career portal and HR services, including agency services Globis Capital Partners; Mizuho Capital Co. Ltd.; Mynavi for permanent placement of fresh graduates and experienced w orkers Corporation; Link and Motivation Inc. (TSE:2170) Undisclosed Provides w eb-based, pre-hire talent assessment softw are solutions to Primus Capital organizations, hospitals, and Fortune 500 firms w orldw ide 12/12/2014 Neo Career CO., LTD. Japan 12/3/2014 SkillSurvey, Inc. U.S. Undisclosed 11/25/2014 Hired, Inc. U.S. 15.0 Series B 11/25/2014 BG Staffing, Inc. U.S. 9.4 Operates an online marketplace that enables tech companies to recruit engineers, data scientists, designers, and product managers CrossLink Capital; Sierra Ventures; Comcast Ventures; SoftTech VC; SVB Silicon Valley Bank; Lumia Capital Undisclosed Operates as a temporary staffing company in the U.S. Undisclosed Benchmark Capital; New Enterprise Associates; FirstMark Capital, L.L.C.; T. Row e Price Group, Inc. and others 11/25/2014 Elance-oDesk U.S. 30.0 Undisclosed Operates a platform for businesses to find, hire, collaborate w ith and pay freelancers from the U.S. 11/24/2014 Smartlink, LLC U.S. 5.5 Undisclosed Provides staffing and services for the development, engineering, and maintenance of new and existing communications infrastructure Spell Capital Partners LLC; Kemper Corporation, Investment Arm; Farragut Capital Partners, LLC 11/21/2014 Recsolu, LLC U.S. 6.0 Series A Offers w eb-based and mobile recruitment softw are solutions First Analysis Corporation; Generations Capital 11/20/2014 HunterOn.com China 20.0 Undisclosed Operates an online recruitment portal, w hich gives headhunters and applicants a platform on w hich to find capable employees and jobs IDG Capital Partners; Sequoia Capital China 11/14/2014 Shiftgig, Inc. U.S. 10.0 Undisclosed Operates a job posting site for ow ners and hiring managers, as w ell as FireStarter Fund; Chicago Ventures; KGC Capital; Garland job candidates in the food, entertainment, and service industries Capital Group; Corazon Capital LLC; DRW Ventures 11/11/2014 Teleborder U.S. Undisclosed Undisclosed Provides HR softw are solutions that manage the immigration process for company’s management, employees, and new hires Recruit Strategic Partners, Inc. Source: Company Filings, Press Releases, Capital IQ, Research Reports 10 HR Software and Services Monthly March 2015 Select Recently Announced Equity Offerings (As of February 27, 2015) Filing Date Closed Date Issuer 1/26/2015 1/30/2015 CTPartners Executive Search Inc. 1/20/2015 1/22/2015 12/23/2014 Offer Size ('000) Offer Price Deal Value Market Value EV / ($ in m illions) ($ in m illions) Revenue EV / EBITDA Ticker Type Securities Offered CTP Follow -on Common Stock 1.45 $3.44 $5.0 $62.4 0.3x 3.0x The Advisory Board Company ABCO Follow -on Common Stock 4.70 43.00 202.1 1,849.0 2.9x 30.2x 1/14/2015 Paycom Softw are, Inc. PAYC Follow -on Common Stock 5.59 22.50 125.7 1,359.9 8.9x NM 12/18/2014 12/18/2014 Ideagen PLC IDEA Follow -on Common Stock 51.47 0.53 27.4 99.2 4.2x 21.5x 11/21/2014 12/11/2014 Paylocity Holding Corporation PCTY Follow -on Common Stock 4.60 26.25 120.8 1,313.5 10.6x NM 11/18/2014 11/18/2014 Informa plc INF Follow -on Common Stock 60.39 7.20 323.9 4,860.1 3.3x 11.0x 11/17/2014 12/21/2014 Interw orks Inc. 6032 IPO Common Stock 0.92 14.65 13.5 68.3 2.8x 16.6x 11/10/2014 12/14/2014 TechnoPro Holdings, Inc. 6028 IPO Common Stock 23.70 16.49 390.7 547.7 1.2x 14.5x 11/4/2014 11/6/2014 Impellam Group PLC IPEL Follow -on Common Stock 3.26 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 5.00 4.86 24.3 322.5 0.8x 15.4x 9/10/2014 10/15/2014 Recruit Holdings Co.,Ltd. 6098 IPO Common Stock 63.58 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 3.85 12.00 46.2 166.3 3.6x NM 8/22/2014 9/11/2014 TriNet Group, Inc. TNET Follow -on Common Stock 12.00 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 4.54 2.20 10.0 109.2 1.3x 16.2x 8/1/2014 8/21/2014 Ashley Services Group Limited ASH IPO Common Stock 59.49 1.54 91.8 232.3 1.5x NM 6/30/2014 7/7/2014 Bamboos Health Care Holdings Limited 8216 IPO Common Stock 100.00 0.06 6.5 79.0 5.1x 8.5x 6/27/2014 7/11/2014 Clearstar Inc CLST IPO Common Stock 15.50 0.97 15.1 36.6 4.4x 35.4x 6/5/2014 6/19/2014 Zalaris HR Services AS ZAL IPO Common Stock 9.32 3.75 30.4 80.1 6.9x NM 5/15/2014 5/15/2014 Staffline Group plc STAF Follow -on Common Stock 2.00 13.44 26.9 340.2 0.4x 15.2x 5/5/2014 6/11/2014 Zhaopin Ltd. ZPIN IPO Depositary Receipts 6.45 13.50 75.7 656.7 4.0x 15.8x 4/8/2014 4/8/2014 Learning Technologies Group plc LTG Follow -on Common Stock 50.00 0.27 13.4 111.8 7.4x 45.1x 1/13/2014 1/14/2014 Workday, Inc. WDAY Follow -on Common Stock 6.90 89.00 534.0 12,405.1 37.4x NM 11/22/2013 12/12/2013 WDB Holdings Co., Ltd. 2475 Follow -on Common Stock 0.67 13.12 8.8 126.3 0.5x 5.3x 11/15/2013 12/18/2013 Will Group, Inc. 6089 IPO Common Stock 0.74 27.83 20.6 46.4 0.2x 8.4x 8/27/2013 9/17/2013 Temp Holdings Co., Ltd. 2181 Follow -on Common Stock 8.00 20.97 146.8 1,873.9 0.6x 12.5x 8/21/2013 9/4/2013 Halogen Softw are Inc. HGN Follow -on Common Stock 1.73 13.36 20.0 186.3 4.9x NM 8/14/2013 9/17/2013 Benefitfocus, Inc. BNFT IPO Common Stock 5.68 26.50 130.8 746.5 5.7x NM 8/12/2013 8/13/2013 WageWorks, Inc. WAGE Follow -on Common Stock 2.97 40.45 120.1 1,375.7 4.7x 24.4x 5/8/2013 5/14/2013 NetDimensions (Holdings) Ltd NETD Follow -on Common Stock 10.75 0.58 6.2 44.1 0.8x NM 4/2/2013 5/9/2013 Halogen Softw are Inc. HGN IPO Common Stock 5.52 11.47 55.0 186.3 5.6x NM 4/1/2013 5/31/2013 SaraminHR Co.,LTD A143240 Follow -on Common Stock 2.60 9.15 23.8 151.8 2.0x 14.5x 3/28/2013 4/9/2013 Zebra Strategic Holdings Limited 8260 IPO Common Stock 100.00 0.05 5.3 11.9 0.9x 32.9x 3/1/2013 3/12/2013 WageWorks, Inc. WAGE Follow -on Common Stock 5.63 24.00 135.1 1,375.7 2.1x 13.3x 11/15/2012 1/24/2013 Oilfield Workforce Group Limited OFW IPO Common Stock 14.15 0.52 7.4 11.0 2.0x 19.5x Source: Company Filings, Press Releases, Capital IQ, Research Reports 11 HR Software and Services Monthly March 2015 Select Recently Closed Leveraged Loans (As of February 27, 2015) Closed Date Borrow er Ticker Total Facility ($ in m illions) Revolver Term Loan Security Tenor (Months) Spread Rating Moody's Rating S&P Purpose NA NA NR NR Corp. purposes Sponsor 12/31/2014 Butler America $44.5 $44.5 - 12/31/2014 Oasis Outsourcing Holdings Inc 270.0 50.0 220.0 Secured 84 475 bp NR NR SBO 12/19/2014 First Advantage Corp 655.0 - 655.0 Secured 96 875 bp NR NR Dividend Recap Kforce Inc, Kforce Government 12/19/2014 Solutions Inc 175.0 175.0 - Secured 60 125 bp NR NR Work. cap. 11/20/2014 NAVEX Global 310.0 20.0 290.0 Secured 60 475 bp B2 B- LBO MWW 190.0 100.0 90.0 Secured 36 325 bp NR NR Corp. purposes Bank of America Merrill Lynch, KeyBank CCRN 85.0 85.0 - Secured 32 150 bp NR NR Corp. purposes Bank of America 479.4 - 479.4 NA NA NR NR SBO 93.8 93.8 - 36 NA NR NR Work. cap. 120.0 75.0 45.0 60 150 bp NR NR Corp. purposes 14.4 14.4 - 36 NA NR NR Work. cap. 1,500.0 125.0 1,375.0 60 375 bp NR NR Corp. purposes 44.0 7.5 36.5 60 450 bp NR NR LBO 135.0 135.0 - 25 125 bp NR NR Work. cap. Bank of America 594.7 594.7 - 6 88 bp 0 0 Work. cap. Bank of America Merrill Lynch, Wells Fargo & Co 400.0 400.0 - 6 175 bp 0 0 Corp. purposes 2,455.9 2,455.9 - 60 0 bp NR NR Corp. purposes 650.0 75.0 575.0 59 275 bp B1 B+ Corp. purposes 300.0 300.0 - Secured 60 175 bp NR NR Takeover Secured 60 NA B1 B+ Corp. purposes 10/31/2014 Monster Worldw ide Inc [Ex-TMP Worldw ide] 10/21/2014 Cross Country Healthcare Northgate Information Solutions 10/16/2014 Plc 9/30/2014 Pasona Group Inc 9/24/2014 Elw ood Staffing Services Inc 8/29/2014 HITO Communications Inc 8/7/2014 Ceridian Corp, Ceridian Canada Ltd 8/4/2014 Kforce Healthcare Inc 8/1/2014 Kforce Inc, Kforce Government Solutions Inc 7/31/2014 Allegis Corp 7/28/2014 CBIZ Inc 7/9/2014 Randstad NV 7/3/2014 TriNet HR Corporation 6/26/2014 TrueBlue Inc 6/24/2014 Creative Circle 200.0 15.0 185.0 6/20/2014 Skilled Group Ltd 302.6 302.6 - 14 NA NR NR Corp. purposes 6/18/2014 Automatic Data Processing 5,500.0 5,500.0 - 12 NA NR NR Corp. purposes 5/12/2014 Sterling Infosystems Inc 275.0 25.0 250.0 Secured 72 NA B2 B Corp. purposes 4/29/2014 Koosharem Corp 490.0 120.0 370.0 Secured NA NA NR NR Corp. purposes 4/3/2014 Renaissance Learning 745.0 40.0 705.0 Secured 96 NA NR NR SBO 1/29/2014 Seaton Corp 57.0 - 57.0 60 NA NR NR Acquis. line 3654.JP KFRC CBZ TBI ADP Secured Stone Point Capital Symphony Technology Group LLC Vista Equity Partners, General Electric Capital Corp, Golub Capital Inc Mizuho Bank Ltd PNC Bank Bank of America Merrill Lynch, Credit Suisse AG, Deutsche Bank AG Madison Capital Funding LLC Bank of America Merrill Lynch General Atlantic LLC [GA] Morgan Stanley Global Private Equity Calera Capital Hellman & Friedman Capital Partners Select Recently Closed High Yield (As of February 27, 2015) Closed Date Issuer Amount Ticker ($ in millions) Type Security Coupon (%) Maturity Structure Issuance Price Yield Spread Rating Moody's S&P $825.0 144A Sr. Sec. Notes 9.500% 1-Jul-19 NC2 100.000% 9.500% 787 bp B3 B- 6/30/2014 Altegrity 5/21/2014 Ceridian Corporation 855.0 144A Sr. Notes 8.125% 15-Nov-17 NC1 99.750% 8.207% 742 bp Caa2 CCC 4/3/2014 Infor Global Solutions 750.0 144A Sr. Notes 7.125% 1-May-21 NC3 100.000% 7.125% NA Caa1 CCC+ 12/10/2013 Opal Acquisition, Inc. 610.0 144A Sr. Notes 8.875% 15-Dec-21 8nc3 100.000% 8.875% 647 bp Caa1 CCC+ Source: Company Filings, Press Releases, Capital IQ, Research Reports 12 HR Software and Services Monthly March 2015 Upcoming Events March April S M T W R F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 5 6 15 16 17 18 19 20 21 12 22 23 24 25 26 27 28 29 30 31 S M T W R F S 1 2 3 4 7 8 9 10 11 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Denotes Bank Holiday Denotes Event Upcoming Industry Conferences Dates Mar 03 - Mar 06 Event Location SAP HR 2015 Bellagio - Las Vegas, NV Additional Resources Link to Conference Website Mar 16 - Mar 19 The i4cp 2015 Annual Conference The Fairmont Hotel - Scottsdale, AZ Link to Conference Website Mar 16 - Mar 19 2015 Executive Forum Loews Royal Pacific Hotel - Orlando, FL Link to Conference Website Mar 20 - Mar 20 The 2015 Northern Ohio HR Conference I-X Center - Cleveland, OH Link to Conference Website Mar 24 - Mar 25 SourceCon Seattle 2015 The Westin Seattle - Seattle, WA Link to Conference Website Mar 31 - Apr 02 2015 HCI Human Capital Summit Walt Disney World Swan and Dolphin - Lake Buena Vista, FL Link to Conference Website Apr 12 - Apr 16 HIMSS15 Annual Conference McCormick Place - Chicago, IL Link to Conference Website Apr 15 - Apr 17 Human Resource Executive Health and Benefits Leadership Expo ARIA Resort and Casino - Las Vegas, NV Link to Conference Website Apr 19 - Apr 22 2015 HRPS Annual Conference The Biltmore Resort - Miami, FL Link to Conference Website Apr 27 - Apr 29 SHRM Talent Management Conference & Exposition Manchester Grand Hyatt San Diego - San Diego, CA Link to Conference Website Apr 27 - Apr 29 ERE Recruiting Conference 2015 Spring San Diego Convention Center - San Diego, CA Link to Conference Website May 06 - May 07 High Performance Workforce Summit 2015 Omni Hotel at CNN Center - Atlanta, GA Link to Conference Website Jun 22 - Jun 24 2015 Strategic Talent Acquisition Conference TBD - Boston Seaport, MA Link to Conference Website Jun 28 - Jul 01 SHRM 2015 Annual Conference and Exposition Las Vegas Convention Center - Las Vegas, NV Link to Conference Website Jul 19 - Jul 22 IPAC 2015 TBD - Atlanta, GA Link to Conference Website Jul 27 - Jul 29 2015 Employee Engagement Conference TBD - San Francisco, CA Link to Conference Website Sep 16 - Sep 18 2015 Learning and Leadership Development Conference TBD - Chicago, IL Link to Conference Website Sep 30 - Oct 02 ebn Benefits Forum & Expo Hilton Orlando Bonnet Creek - Orlando, FL Link to Conference Website Oct 25 - Oct 28 HR Southwest Conference Fort Worth Convention Center - Fort Worth, TX Link to Conference Website Add to Calendar Upcoming Company Events Date Mar 02 Time Company 1:00 PM Morneau Shepell Inc. Event Earnings Call Location / Dial-in and Pass code Dial-in: (416) 340-2217 ; Passcode: 2809543 Additional Resources Investor Relations Mar 03 4:30 PM Bazaarvoice, Inc. Earnings Call Dial-in: (877) 407-3982 Investor Relations Mar 03 4:00 AM Jardine Lloyd Thompson Group plc Earnings Call TBA Investor Relations Mar 03 5:00 PM TriNet Group, Inc. Earnings Call Dial-in: (412) 902-6510 Mar 04 9:00 AM H&R Block, Inc. Earnings Call TBA Investor Relations Mar 04 8:30 AM CDI Corp. Earnings Call Dial-in: (866) 803-2143 ; Passcode: 3150648 Investor Relations Mar 11 5:00 PM Korn/Ferry International Earnings Call TBA Investor Relations Mar 11 4:30 AM Michael Page International plc Earnings Call Dial-in: (020) 3059-8125 ; Passcode: PageGroup Investor Relations Add to Calendar Source: CapIQ, Company Websites Note: Bold denotes planned attendance by KeyBanc Capital Markets HR Software & Services team member 13 HR Software and Services Monthly March 2015 KeyCorp Overview KeyBanc Capital Markets 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 600 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 Headquarters: Cleveland, OH Bankers organized by industry focus and transaction expertise Sole Corporate Banking Offices (15 States) Over 60 senior and associate equity research analysts, tracking more than 500 companies across four major industry sectors Sole Community Banking Offices (11 States) Combined Corporate and Community Banking Offices (4 States) Recent KeyBanc Capital Markets HR Software & Services Transactions January 2015 October 2014 September 2014 July 2014 A portfolio company of Minority Growth Equity Investment $125,000,000 Senior Secured Credit Facility Documentation Agent $143,750,000 Convertible Senior Notes $650,000,000 Senior Secured Credit Facilities Senior Co-Manager Joint Bookrunner, Co-Syndication Agent & Co-Documentation Agent Exclusive Financial Advisor - Team Contacts For additional information on KeyBanc Capital Markets’ HR Software & Services Practice, please contact any of the individuals listed below: Dev Navare Director Technology Group [email protected] (617) 385-6225 Boston, MA Charlotte, NC Seattle, WA San Francisco, CA 225 Franklin St., 18th Floor Boston, MA 02110 5935 Carnegie Blvd., Charlotte, NC 28209 1301 5th Ave., 23rd Floor Seattle, WA 98101 One Embarcadero Center, Ste. 1100 San Francisco, CA 94111 Tim Monnin Managing Director Technology Group [email protected] (704) 651-9371 John Brock Jason Black Managing Director Vice President Segment Head Technology Group [email protected] [email protected] (206) 684-6226 (206) 684-6581 Chris Headrick Managing Director Technology M&A [email protected] (415) 486-3410 Niket Gandhi Vice President Technology Group [email protected] (617) 385-6231 Brett Deware Analyst Technology Group [email protected] (617) 385-6247 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, and KeyBank National Association (“KeyBank N.A.”), are marketed. 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. 14
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