June 7, 2017 Second longest-tenured boutique investment bank on Wall - PowerPoint PPT Presentation

June 7, 2017

Second longest-tenured boutique investment bank on Wall Street Senior bankers average 14 years at JEGI, completing 600+ M&A transactions Every member of JEGI’s Leadership Team has a JEGI only engages when we can outperform our competition vested interest in the performance of the firm and and meet or exceed client expectations – we turn down or each transaction’s successful closing defer consideration on numerous potential assignments Engagements where Engagements Average time to close: valuation exceeded closed: expectations: Given our unique, highly selective engagement model, 80% of the firm’s time is spent on execution, not pitching 2

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M&A activity remains strong  While Q1 2017 didn’t quite match Q1 2016  levels, March 2017 saw a noticeable pickup in activity Tech and tech-enabled services continue to  drive strong deal flow and value year-over- year Market conditions are favorable for robust  M&A to continue  Consumer Confidence Index hit its highest level in March since December 2000  May has seen 138,000 new jobs created; US unemployment rate of 4.3%; average hourly earnings increased 2.8%  Liquidity remains robust, with both financial and strategic buyers flush with cash  Debt markets remain strong and active across both senior and mezzanine capital  Repatriation of capital could cause spike in M&A activity 4

PE dry powder, or uninvested cash, is at a record high of nearly $1.5 trillion  Strategics also have unprecedented levels of cash on hand – S&P Global estimates $1.8 trillion of total cash  on the balance sheets of nonfinancial corporates Much of this capital is being held overseas, given the current tax laws; Trump administration discussing • lowering taxes for repatriation of this capital; could significantly impact M&A and infrastructure investment Source: Bain Capital 5

Q1 highly active, with as much leverage issued in the quarter as all of 2000  “The recent rate hike by the Fed had little impact on the debt markets, given that we’re coming off historically low interest rates, over a prolonged period of time. Investors continue to focus on the strong underlying fundamentals driving the growth of a company.” Ray Shu Managing Director & Head of Originations, TMT, Capital One Source: S&P Global Market Intelligence 6

PE Deal Flow by Year Mid-Market PE Deal Flow by Year 4,162 4,211 Deal Value ($bn) # of Deals Closed Deal Value ($bn) # of Deals Closed 2,186 2,180 2,123 3,871 3,499 3,467 3,354 1,891 1,842 3,068 1,709 2,810 2,743 2,705 1,477 1,464 1,292 1,292 1,858 710 745 422 $119 $512 $889 $359 $167 $350 $422 $472 $514 $660 $653 $648 $275 $336 $194 $237 $276 $316 $300 $447 $399 $357 $93 $91 Median Buyout Multiples and Debt Key Observations Large number of newly-formed PE funds targeting 10.7x 10.8x  10.1x middle market, driving competition for quality assets 9.3x 9.2x 9.1x 8.5x 8.1x 4.6x Middle market deals accounting for 57% of PE deals 5.3x 4.5x  3.8x 4.0x 4.0x in Q1-17 3.8x 3.5x EV/EBITDA multiples at 10.8x in Q1-17, up from 9.2x  in 2014 6.2x 5.7x 5.5x 5.4x 5.2x 5.2x 4.6x 4.7x Median equity contributions at 6.2x  2010 2011 2012 2013 2014 2015 2016 Q1-2017 Credit markets have tightened, but lenders remain  active; unitranche notably aggressive Debt / EBITDA Equity / EBITDA Valuation / EBITDA Add-ons represented 64% of 2016 volume  Source: Pitchbook 7

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Despite a series of political shockwaves, 2016 global M&A activity saw more than 40K deals valued at  $3.6 trillion vs. 39K deals and $3.9 trillion in value in 2015 Nearly 10K deals totaling $752 billion were announced in the first quarter of 2017, an increase in both  deal value and number of deals from Q1- 2016’s 9,500 deals and $745 billion in value The Americas represented 64% of transaction value in Q1 2017  Source: Bloomberg 9

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 Both strategic companies and private equity firms are attracted to scale, high growth, and high-margin recurring revenue models, on mature businesses  In tech and tech enabled sectors, business model, addressable market and topline growth rates/prospects drive value  Creative solutions to help buyers achieve these goals and help sellers accelerate transformation:  Pre-pack merger Proprietary deal structure, where two or more independent companies are merged on  paper to create a single “notional new company” Pro-forma financials reflect full benefit of all synergies – revenue and costs  Combined positioning of the two companies  Single management team and organizational footprint  11

JEGI Pre-Packaged model has proven effective in dramatically increasing valuations for clients,  while offering buyers a clean, underwritable business at pro forma valuations Extensive discussions with major PE groups over the past year who are highly interested in this  proprietary offering from JEGI 110%+ 80%+ Incremental Incremental 60%+ Value Created Value Created Incremental Value Created 110%+ Incremental Value Created 80%+ Incremental Value Created 2013 2014 2015 2016 12

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 B2B media continues to diversify away from ad-supported print; tradeshows, conferences, data businesses and content marketing are all strategic targets  Scale will continue to be a major driver in B2B media deals  UK and European based companies are highly focused on the US as a geographical expansion opportunity  Will continue to see divestiture of non-core, slower growth assets  PE buyers interested in businesses with in-person, experiential and/or end-user and recurring subscription revenue streams  Continued interest in B2B media assets from Asian buyer/investor groups 14

Financial Data Valuation Multiples ($ millions) 2016 2016 2017F YoY Rev Company Market Cap Enterprise Value Net Debt/EBITDA Revenue EBITDA Margin TEV/Rev TEV/EBITDA TEV/Rev TEV/EBITDA Growth Ascential 1,802 2,091 2.6x 370 106 29% (21%) 5.7x 19.7x 4.3x 13.5x DMGT 2,966 3,705 2.3x 2,497 327 13% (10%) 1.5x 11.3x 1.7x 10.0x Emerald Expo Events 1,526 2,228 4.8x 324 147 45% 6% 6.9x 15.1x - - Euromoney 1,586 1,705 0.7x 525 150 28% (14%) 3.2x 11.4x 3.1x 11.7x GL Events 623 1,117 3.0x 1,006 136 14% (2%) 1.1x 8.2x 1.0x 7.2x Informa 7,285 9,206 3.5x 1,662 522 31% (7%) 5.5x 17.6x 4.1x 12.1x ITE Group 541 654 2.0x 175 42 24% (15%) 3.7x 15.7x 3.5x 16.4x RELX Group 43,720 30,707 2.2x 8,513 2,552 30% (3%) 3.6x 12.0x 3.2x 9.1x Tarsus Group 419 513 3.8x 84 23 27% (30%) 6.1x 22.2x 3.2x 9.3x UBM 3,668 4,491 2.6x 1,066 291 27% (6%) 4.2x 15.4x 3.5x 11.4x Wilmington 299 352 1.8x 141 31 22% (6%) 2.5x 11.5x 2.3x 10.3x Mean 26% (10%) 4.0x 14.6x 3.0x 11.1x Median 27% (7%) 3.7x 15.1x 3.2x 10.9x Source: S&P Capital IQ, as of June 2, 2017 Note: All data is based on fiscal year end 15

acquires Deal Size: $1.6 billion, 4.2x revenue, 11x EBITDA Target: I nformation services and marketing company, with the three largest revenue streams being events, digital and marketing services Buyer Rationale: Penton enables Informa to dramatically increase its US presence, bolster its core verticals, add a number of tradeshows at scale and provide new capabilities – services, brands & communities, and marketing solutions Insider View “Since the acquisition announcement, our interaction with the Penton team has reaffirmed our belief that this combination will enhance our presence in attractive market segments. ” Stephen Carter, CEO, Informa 16

acquires Deal Size: $151 million, 3x revenue Target: Insight division provides professional information services for financial, risk, insurance and financial technology specialists Buyer Rationale: As a 100% French business, Infopro is actively looking to expand into new geographies; PE backer has committed € 500 million of equity to this strategy Insider View “The acquisition will support Infopro Digital’s digital transformation and international growth strategies. Following this acquisition, we will do nearly a quarter of our business in international markets .” Christophe Czajka, CEO, Infopro 17

acquires Deal Size: Undisclosed Target: Market leading US business travel and meetings event organizer, supplemented by an integrated media offering and additional marketing solutions Buyer Rationale: Strong market position, entrepreneurially driven, high profitability and growth prospects; US based business with scope to geo- clone against a strategic buyer’s portfolio of events in other industries Insider View “Connect Meetings is a strong brand, led by an entrepreneurial team with a track record of delivering exceptional growth. There is a great opportunity to quicken that growth further by expansion and replication within the US and other selected territories and to launch into new verticals.” Douglas Emslie, CEO, Tarsus 18

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