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Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is a private limited company incorporated under English law with its registered officeat 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. HarrisWilliams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.
www.harriswilliams.com
HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEWTECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
WORKFORCEMANAGEMENT
PAYROLLTALENT
MANAGEMENT
ENGAGEMENT
RECRUITING
BENEFITS
COMPLIANCE
ONBOARDING
PERFORMANCE
TRAINING
PAGE |
HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
1
Approximately 250 professionals acrosseight offices in the U.S. and Europe
Strategic relationships in India and China
10 industry groups
Financial Technology
Healthcare IT
Human Capital Management
HARRIS WILLIAMS & CO. OVERVIEW
KEY CONTACTS
HCM TECHNOLOGY
Erik [email protected]+1 (415) 217-3418
UNITED STATES
Jeff BistrongManaging [email protected]+1 (617) 654-2102
Mike WilkinsManaging [email protected]+1 (415) 217-3411
Sam HendlerManaging [email protected]+1 (617) 654-2117
Tyler [email protected]+1 (617) 654-2133
EUROPE
Thierry MonjauzeManaging [email protected]+44 (0) 20 7518 8901
Jonathan [email protected]+44 (0) 20 7518 8909
TO SUBSCRIBE PLEASE EMAIL:[email protected]
www.harriswilliams.comwww.harriswilliams.com
HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM
Enterprise Software
Data and Analytics
Infrastructure and SecuritySoftware
IT and Tech-enabledServices
Data Center and ManagedServices
AdTech and MarketingSolutions
Consumer Internet
Digital Media and Content
eCommerce
Mobile
HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS
Education Technology
Energy, Power, andInfrastructure
Public Sector and Non-Profit
Supply Chain,Transportation, and Logistics
TMT VERTICAL FOCUS AREAS
KEY FACTS
HW&Co. OfficeNetwork Office
Manufacturing
Professional Services
SELECT RECENT HW&CO. TMT TRANSACTIONS
has been acquired byhas been
recapitalized byhas been acquired by has been acquired byhas been acquired by has acquired
has received a majority investment from
has received a majority investment from
has been acquired by
San Francisco
Boston
Richmond
Minneapolis Cleveland
London
Frankfurt
Beijing
Hong KongMumbai
ShanghaiNew Delhi
Washington D.C.
has been acquired byhas received a growth
investment from
SOFTWARE / SAAS INTERNET & DIGITAL MEDIA
has made a majority
investment in
2017 Investment Bank of the Year by Mergers & Acquisitions,
2016 PE Investment Bank of the Year by Global M&A Network
Deal of the Year by Global M&A Network
Deal of the Year by Buyouts Magazine
Over 125 transactions closed in thepast 24 months
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HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
2
HW&CO. HCM TECHNOLOGY TRANSACTION EXPERIENCE
Talent Acquisition Talent Management Workforce Management
has been acquired by
a portfolio company of
Post Acute Compliance and Learning
Management Software
has been recapitalized
a portfolio company of
HR Compliance and Learning Management
Solutions
has been acquired by
a portfolio company of
Talent Sourcing and Acquisition Solutions
has been acquired by
a portfolio company of
Employee Benefits, Health Assessment and
Coaching Software
a portfolio company of
has been acquired by
Workplace Compliance and Training Solutions
has acquired a
majority stake in
ERP, HR and Payroll Software
has been acquired by
Employee Benefits Management Software
has been acquired by
and
a portfolio company of
Corporate Grant Management and
Employee Engagement Software
has been acquired by
a portfolio company of
Healthcare Information Systems, HR and Payroll
Software
has been acquired by
a portfolio company of
Commercial Talent Payroll Software
has been acquired by
Workforce Management Software
has made a
majority
investment in
Workforce Management
Software
STRONG TRANSACTION EXPERIENCE IN HCM TECHNOLOGY
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HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
3
HCM TECHNOLOGY VENDOR LANDSCAPE
Workforce Management Tools
Payroll, Compliance, & Benefits
Talent Acquisition Tools
Sourcing
Recruiting
Background & Screening
Talent Management Tools
Training & Learning Management
Performance & Succession Management
Recognition / Rewards
Time & Attendance
ERP-Focused Platforms
HCM-Focused Platforms
Employee Engagement & Wellbeing
To receive the latest Human Capital Management Technology market map, please contact HW&Co.
PAGE | 4
HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
HCM TECHNOLOGY MARKET OBSERVATIONS(1)
Select Market Participants
Observations
Transaction Spotlight
In The News
Announced February 23, 2017
Enterprise Value: $165 mm
HR departments are adopting technology-enabled solutions across anincreasing number of talent-related functions
Predictive analytics allow organizations to increase ROI, reduce employeeturnover, and deepen employee engagement
Migration away from the “post and pray” recruiting mindset towards a targeted,data-driven strategy
End-market specific talent acquisition and management tools are gainingtraction
Technology tools allow better visibility into and connectivity with temporary,mobile, and “gig economy” workers
TALENT ACQUISITION AND MANAGEMENT
Revenue Multiple: Value: 2.3x
Select Market Participants
Observations
Transaction Spotlight
In The News
Closed April 3, 2017
Enterprise Value: $153 mm
Workforce management platforms are becoming strategic assets that enableoperational efficiency, flexibility, and predictability
Low cost / limited-capability solutions focused on the SMB market are losingshare to more comprehensive platforms; sometimes offered by large strategicscoming down market
Connectivity into compliance, benefits, and wellness are garnering strongincremental interest
Scalable, end-market specific tools are attracting considerable attention
Several sizable transactions of platform assets occurred over the last 24 months;market remains very fragmented
Zenefits founder Parker Conrad takes another crack at HR onboarding
The 'gig economy' is getting Paul Ryan's attention
Four Ways Talent Acquisition Technology Will Change this Year
WORKFORCE MANAGEMENT
Revenue Multiple: Value: 21.9x
Updata Partners Invests $20M in Jellyvision
Six Powerful Ways Your HR Team Can Leverage Big Data
Microsoft plans to gain bigger share of the HR market with Dynamics 365
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HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
5
SELECT HCM TECHNOLOGY M&A TRANSACTIONS – 1Q 2017(1)(2)
Castlight Health acquires Jiff
Jiff has developed a mobile-first approach to employee wellbeing programs adapting to expectations for a moreengaging and employee centric work environment.
The combined company will provide one of the most comprehensive health benefit platforms in the industry seeking toimprove all aspects of employee’s health experience,— from staying healthy, to assessing care, to managing a condition.
John Doyle will assume the role of CEO, and former Jiff CEO Derek Newell will be named president. Castlight Health co-founder Giovanni Colella will transition form CEO executive chairman of the board.
Ent. Value: $153mn
Revenue: $7mn
EV / Rev: 21.9x
EV / EBITDA: NA
Closed 4/3/2017
Kronos has acquired Financial Management Systems Inc. (“FMSI”)
FMSI offers an integrated Software-as-a-Service (SaaS) suite of applications, including staff scheduling, performanceanalytics, and appointment scheduling.
The acquisition deepens Kronos’ expertise within the financial services industry, specifically the credit union and retailbanking segment, complementing Kronos’ HCM strength with unique functionality for optimizing branch operations.
Closed 1/5/2017
Ent. Value: NA
Revenue: NA
EV / Revenue: NA
EV / EBITDA: NA
The Sage Group agrees to acquire Fairsail
Fairsail develops a cloud-based HR information system and management software created to automate humanresources operations.
The acquisition will build on Sage’s existing partnership with Salesforce. Fairsail is a leading HCM and people solution onthe Salesforce App Cloud.
The acquisition will allow Sage, previously a minority shareholder in Fairsail, to accelerate its HCM offering.
Announced March 3, 2017
Ent. Value: Not Public
Revenue: $13mn
EV / Rev: Not Public
EV / EBITDA: Not Public
Saba Software Announces Agreement to Acquire Halogen Software
Halogen develops of a cloud-based employee performance and talent management software created to ensure thatall talent programs - recruitment, learning, succession and compensation - are tightly connected.
The combination will serve more than 4,000 customers worldwide as it extends Saba’s position as a leading provider ofend-to-end SaaS Talent Management solutions.
Combining Saba’s unrivaled learning and engagement capabilities with the proven innovation Halogen brings toperformance management, the combined entity expects to accelerate delivery against this vision.
Announced February 22, 2017
Ent. Value: $165mn
Revenue: $72mn
EV / Rev: 2.3x
EV / EBITDA: 24.8x
Summit Partners acquires Ascentis
Ascentis provides a human resource management software, online payroll, and human capital management solutionsintended to manage employee data throughout the employment cycle.
The Company’s SaaS-based solutions increase productivity by automating HR and payroll processes, reducing costs,providing meaningful insights into organizational trends, and empowering employees in all aspects of the HR and benefitsprocess.
Ascentis is one of the few software providers that delivers a truly integrated HCM solution to mid-market enterprises.
Closed 3/22/2017
Ent. Value: Not Public
Revenue: Not Public
EV / Rev: Not Public
EV / EBITDA: Not Public
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HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
6
SELECT RECENT HCM PRIVATE PLACEMENTS(1)(2)
Note: Financial information presented above represents reported capital raised only.
03/30/17 Late $60 $60 Edgewood Partners Insurance Center, Two Sigma
Investments
Provider of innovative benefits, risk management, and human resources
serv ices created to allev iate the burden of benefit administration.
03/23/17 Late $19 $28 Trinity Ventures, Axel Springer, General Catalyst
Partners, Female Founder Fund, Others
Operator of an online job marketplace designed to connect students and
recent grads with job and internship opportunities.
03/21/17 Late $20 $27 Updata PartnersDeveloper of a SaaS-based human resource platform designed to help
employees to make benefits enrollment decisions.
03/15/17 Late $45 $95 Sorenson Capital, Foundation Capital, Summit
Partners, Adams Street Partners
Provider of workforce intelligence solutions. The company offers an analytics
platform for organizations to more efficiently plan recruiting, retention and
development efforts for their workforce.
03/03/17 Late $9 $9 Caterpillar VenturesProvider of a time tracking software designed to provide construction
businesses accurate information to make profitable decisions.
02/28/17 Late $10 $15 Blume Venture Advisors, Kunal Bahl, Matrix Partners
India, Sequoia Capital India
Developer of an outbound hiring SaaS platform designed to help
organizations discover, engage and hire unfindable talent.
02/28/17 Late NA NA CincyTech, JumpStart
Developer of a SaaS platform that allows organizations to easily capture
employee feedback, link that data to important business metrics, and turn HR
metrics into actionable data.
02/06/17 Late $7 $20
Founder's Co-Op, Madrona Venture Group, Summit
Capital Management, The Gramercy Fund, Trilogy
Equity Partners
Operator of a candidate engagement platform designed to simplify hiring
process of hourly workers.
01/20/17 Early $6 $9
Eudaimonia Capital, FundersClub, IMJ Investment
Partners, Kickstart Ventures, Learn Capital,
Wavemaker Partners, Y Combinator
The company provides an online recruiting platform that allows users and job
seekers to find suitable jobs and companies hire talented candidates among
them.
01/18/17 Late $25 $25 Amazon Web Serv ices, OpenView Venture
Partners
Developer of workforce technology designed for time tracking and staff
management.
DESCRIPTIONTOTAL
RAISED ($M)DATE COMPANY Stage
ROUND
SIZE ($M)INVESTORS (CURRENT ROUND)
FINANCING SPOTLIGHT TRANSACTION
Namely Raises $50M
Namely is a developer of a cloud-based All-In-One human capital management platform.
After rebuffing acquisition attempts from Google last year, Namely opted to remain independent and focus on its core areasof human resource management tools.
The capital will allow Namely to grow its existing business, expand into new products, and continue applying data science toaggregation algorithms to address companies’ desires for predictive analytics to drive HR efficiencies.
Round: DRound Size: $50MTotal Raised: $169M
Closed 1/5/2017
PAGE | 7
HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
HCM TECHNOLOGY ACQUISITION ACTIVITY(1)(2)
KEY STRATEGIC ACQUIRERS OF HCM TECHNOLOGY ASSETS BY VOLUME
GLOBAL HCM TECHNOLOGY M&A ACTIVITY
The key strategic acquirers havecombined for over 25 HCMtechnology related acquisitionssince 2014
In 2016, this group completed 12acquisitions, compared to 7acquisitions in 2015
There were 48 HCM technologyM&A transactions 2016, which wasin line with the prior years 45acquisitions
Q1 2017 was a relatively activeperiod of M&A volume with 14transactions
Interest in HCM technologycompanies remains strong asstrategic acquirers attempt toexpand product offerings andPrivate Equity groups continue tobuild out platforms in a spacewhere many have bullish theses
2
1
2
3
5
2 2
4
2
5 2017
2016
2015
2014
8 8
5
11
16
6
18
5
12
17
109
14
Q1 - 14 Q2 - 14 Q3 - 14 Q4 - 14 Q1 - 15 Q2 - 15 Q3 - 15 Q4 - 15 Q1 - 16 Q2 - 16 Q3 - 16 Q4 - 16 Q1 - 17
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HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
8
Div
ers
ifie
d P
latf
orm
s
TEV/NTM REV
Key Public Comps
Be
ne
fits
Te
ch
no
log
y
Key Public Comps
HR
So
ftw
are
Key Public Comps
7.9x4.4x1.2x
TEV/NTM REV
TEV/NTM REV
EV/2017E REV
EV/2017E REV
EV/2017E REV
Min MaxMedian
Legend
As of March 31, 2017
10.6x3.3x1.4x
5.0x4.8x4.7x
2.0x
4.0x
6.0x
8.0x
2.0x
4.0x
6.0x
8.0x
2.0x
4.0x
6.0x
8.0x
HCM TECHNOLOGY MARKET VALUATION(1)(2)
PAGE | 9
HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
OPERATIONAL AND VALUATION METRICS OF PUBLIC COMPARABLES
As of March 31, 2017
($ in 000s) Multiples Summary
Market Enterprise Revenue LTM EBITDA Margin EV/Rev EV/EBITDA
Company Capitalization Value LTM 2017P Gross Margin LTM 2017P LTM 2017P LTM 2017P
HR Software
Automatic Data Processing, Inc. $45,963,179 $45,362,517 $12,051,000 $12,374,317 46.1% 22.7% 21.4% 3.8x 3.7x 16.6x 17.1x
Paychex, Inc. 21,156,881 20,961,520 3,106,500 3,355,115 69.7% 43.1% 43.0% 6.7x 6.2x 15.7x 14.5x
Workday, Inc. Class A 16,739,280 15,044,940 1,568,772 2,022,643 69.2% NM 13.1% 9.6x 7.4x NM NM
Ultimate Software Group, Inc. 5,790,710 5,856,844 781,291 968,772 61.6% 8.8% 24.2% 7.5x 6.0x NM 25.0x
Paycom Software, Inc. 3,421,385 3,360,921 329,141 423,166 81.2% 21.8% 27.1% 10.2x 7.9x NM 29.3x
Cornerstone OnDemand, Inc. 2,203,391 2,098,434 423,124 480,999 67.9% NM 10.3% 5.0x 4.4x NM NM
Paylocity Holding Corp. 1,987,011 1,902,707 264,085 297,307 57.4% 5.2% 14.1% 7.2x 6.4x NM NM
Callidus Software Inc. 1,360,657 1,069,216 206,718 244,081 61.5% NM 12.3% 5.2x 4.4x NM NM
Xactly Corp 375,076 335,738 95,461 112,233 57.9% NM NM 3.5x 3.0x NM NM
Halogen Software, Inc. 199,268 165,852 72,261 77,230 73.9% 9.2% 12.2% 2.3x 2.1x 24.9x 17.7x
DHI Group, Inc. 199,092 252,633 230,370 219,283 78.8% 22.3% 23.4% 1.1x 1.2x 4.9x 4.9x
Asure Software, Inc. 88,716 84,428 35,542 45,954 70.8% 14.1% 20.2% 2.4x 1.8x 16.8x 9.1x
Median $2,095,201 $2,000,570 $296,613 $360,237 68.5% 17.9% 20.2% 5.1x 4.4x 16.6x 17.1x
Benefits Technology
WageWorks, Inc. $2,681,752 $2,260,499 $364,713 $481,419 54.9% 21.0% 29.5% 6.2x 4.7x 29.6x 15.9x
HealthEquity Inc 2,531,209 2,362,141 178,370 223,080 54.0% 30.5% 36.0% 13.2x 10.6x NM 29.4x
Benefitfocus, Inc. 858,484 868,961 233,335 266,654 48.3% NM 5.5% 3.7x 3.3x NM NM
Castlight Health, Inc. Class B 384,688 253,309 101,700 123,155 66.0% NM NM 2.5x 2.1x NM NM
Connecture Inc. 24,166 102,043 81,894 74,595 43.1% NM NM 1.2x 1.4x NM NM
Median $858,484 $868,961 $178,370 $223,080 54.0% 25.7% 29.5% 3.7x 3.3x 29.6x 22.7x
Diversified Platforms
Microsoft Corporation $508,935,116 $479,428,800 $85,106,000 $96,427,670 60.7% 33.0% 37.9% 5.6x 5.0x 17.1x 13.1x
Oracle Corporation 183,556,059 182,563,440 37,429,000 38,607,195 76.6% 41.5% 46.3% 4.9x 4.7x 11.8x 10.2x
SAP SE 120,856,828 122,077,292 24,404,923 25,362,820 70.2% 29.2% 32.9% 5.0x 4.8x 17.2x 14.6x
Median $183,556,059 $182,563,440 $37,429,000 $38,607,195 70.2% 33.0% 37.9% 5.0x 4.8x 17.1x 13.1x
Values less than 0.0x or greater than 30.0x are denoted NM or Not Meaningful
EBITDA Margins less than 0.0% are noted NM or Not Meaningful
PUBLIC COMPARABLES ANALYSIS(1)
PAGE | 10
HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
HR Technology
Date Enterprise LTM Financials LTM Multiples
Closed Target Acquirer Value Revenue EBITDA Revenue EBITDA
Pending Fairsail Sage Group NA $13 NA NA NA
Pending Halogen Software, Inc. Saba Software $165 72 7 2.3x 24.8x
04/03/2017 Jiff, Inc. Castlight Health, Inc. $153 7 NA 21.9x NA
03/22/2017 Ascentis Corp. Summit Partners NA NA NA NA NA
01/17/2017 The Marcus Buckingham Co., Inc. Automatic Data Processing, Inc. NA NA NA NA NA
01/05/2017 Financial Management Solutions Kronos Incorporated NA NA NA NA NA
12/21/2016 Strategy Execution Partners LLC Halyard Capital Management LLC NA NA NA NA NA
12/15/2016 Thomsons Online Benefits Ltd. Mercer LLC NA NA NA NA NA
12/12/2016 Beeline.com, Inc. IQNavigator, Inc. $130 NA NA NA NA
12/08/2016 LinkedIn Corp. Microsoft Corp. $24,544 3,209 335 7.6x NM
11/01/2016 Monster Worldwide, Inc. Randstad Holding NV $383 611 64 0.6x 6.0x
10/15/2016 Mitrefinch LDC $50 13 5 NA NA
10/01/2016 BambooHR Iconiq NA NA NA 12.0x NA
09/21/2016 Apex Payroll Serent Capital NA NA NA NA NA
09/09/2016 CARCO Group, Inc. CIP Capital NA 65 10 NA NA
09/08/2016 Verified Person, Inc. Sterling Infosystems, Inc. NA NA NA NA NA
09/06/2016 Workterra LLC CareerBuilder NA NA NA NA NA
08/19/2016 NEOGOV Warburg Pincus & Co NA NA NA NA NA
06/30/2016 SnagAJob.com, Inc. Rho Capital Partners, Inc. $100 NA NA NA NA
06/16/2016 EmLogis Kronos Incorporated NA NA NA NA NA
06/16/2016 C.A.P.S., Inc. Cast & Crew Entertainment Serv ices LLC NA NA NA NA NA
06/09/2016 Workplace Systems Ltd. Workforce Software LLC $57 16 NA 3.5x NA
05/24/2016 TeacherMatch LLC PeopleAdmin, Inc. NA NA NA NA NA
05/18/2016 Castlight Health, Inc. SAP $262 82 (80) 3.2x NM
04/21/2016 Raet B.V. HgCapital NA NA NA NA NA
04/21/2016 MarketPay Associates LLC PayScale, Inc. NA 20 3 NA NA
Median $153 $43 $7 3.5x 15.4x
Multiples less than 0.0x or greater than 30.0x are deemed NM or Not Meaningful
($ in millions)
Non-Public Information
HW & Co. Confidential
HW & Co. Confidential
HW & Co. Confidential
Non-Public Information
Non-Public Information
HW & Co. Confidential
Non-Public Information
Non-Public Information
Non-Public Information
Non-Public Information
HW & Co. Confidential
HW & Co. Confidential
RECENT HCM SOFTWARE TRANSACTIONS(1)(2)(3)
Non-Public Information
Non-Public Information
Non-Public Information
HW & Co. Confidential
Non-Public Information
PAGE | 11
HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
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majority
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PAGE | 12
HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
OUR FIRM
Healthcare & Life Sciences
IndustrialsEnergy, Power & Infrastructure
Industrials
Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities. Our clients benefit form our deep-sector experience,integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information,visit our website at www.harriswilliams.com/industries.
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PAGE | 13
HUMAN CAPITAL MANAGEMENT TECHNOLOGY SECTOR REVIEW
TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017
Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industryknowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory,board advisory, private placements, and capital markets advisory services.
Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is a privatelimited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies forEngland and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade nameunder which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.
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The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is defined by applicable lawand regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financialinstruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes norepresentation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to,have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment bankingservices for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities,options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and aresubject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisionsusing their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is notnecessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior writtenconsent.
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