EX-99.(C)(8) 4 d243820dex99c8.htm EX-99.(C)(8) EX-99.(c)(8)

Exhibit (c)(8)

 

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STRICTLY CONFIDENTIAL

Presentation to the Special Committee of the Board of Directors

April 19, 2016


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The Moelis & Company Team Dedicated to the Special Committee

SENIOR SPONSORSHIP     M&A SPECIAL COMMITTEE ADVISORYLEGAL / FAIRNESS OPINION

JEFF RAICH    

KEN MOELIS     DAN LEEOSAMU WATANABE

Founder, Co-President,    

Founder, Chairman, CEO     Managing DirectorGeneral Counsel

Head of M&A    

Over 30 years of investment banking experience

Current Moelis Board member

Former President of UBS Investment Bank

Previously Joint Global Head of

Investment Banking at UBS and Head of Corporate Finance at DLJ

27 years of investment banking experience during which he established and led leading sell-side M&A practices at UBS

Investment Bank and DLJ

Current Moelis Board member

Former Joint Global Head of M&A at UBS

17 years of investment banking experience

Chairs Moelis Fairness Committee

Former MD in M&A at Macquarie Capital and Head of Fairness Opinion Committee

Previously Head of West Coast M&A at UBS

General Counsel at Moelis & Company

Previously General Counsel and CCO of Sagent Advisors and prior to that held senior positions at UBS, CSFB and Donaldson, Lufkin & Jenrette

TECHNOLOGY M&A / TECHNOLOGY TEAM    

STUART GOLDSTEIN    CHRISTOPHER FOSS ABHINAV GATTANIJAMIE HOWARD

Managing Director    Senior Vice President Senior Vice PresidentAssociate

20 years of investment banking experience

Prior Chair of Moelis Fairness Committee

Previously Head of West Coast Tech Investment Banking Group at Citigroup

10 years of investment banking experience     10 years of investment banking experience 2 years of investment banking experience

Former Associate, Distressed and Corporate     Former Associate in Global Technology Former Sr. Consultant in Deloitte’s

Investing at The Carlyle Group; former    Investment Banking at Citigroup and TMT Financial Advisory Services Practice

Analyst in Technology and Services    Goldman Sachs

Investment Banking at UBS Investment    

Bank    

MOELIS & COMPANY OVERVIEW

Founded in July 2007 650 Employees

Completed IPO in April 2014 (NYSE: MC) 104 Managing Directors

Market Cap of Approximately $1.5bn 20 Average Years of Experience per Managing Director 17 Global Offices 66 Former Sector and Product Heads

[ 1 ]


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The Role of the Special Committee is to Protect the Public Shareholders –Moelis & Company’s Role Will Be to Protect You

A well designed process will allow the Special Committee to proactively address the unique set of circumstances that exist in a potential transaction with Napa

Public company Boards face ever-increasing scrutiny in the context of M&A transactions, with an estimated 97% of public M&A transactions over $100 million facing litigation

While most M&A transactions involve litigation, it is important to understand the factors that receive the greatest scrutiny by the courts

The basic fiduciary duties required of any director related to an M&A transaction should be evaluated in the context of the Business Judgment Rule: Duty of Care and Duty of Loyalty

Duty of Care – Must act on an informed basis after due consideration of all relevant materials and appropriate deliberation

Duty of Loyalty – Must act in good faith and in the honest belief that the action taken is in the best interests of the

Company and its shareowners, and not in the Board’s self-interest

The circumstances specific to Project Napa may face a heightened level of scrutiny…

Moelis & Company believes it is uniquely qualified to design the right process and provide the right advice to protect the Special Committee

[ 2 ]


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Moelis & Company Will Add Value To The Special Committee By Proactively Navigating Considerations Around Napa

Moelis would design a well-planned process around the evaluation, timing, structure, negotiations, and approval practices in a potential transaction with Napa

Given the considerations specific to Napa and Orlando, heightened scrutiny may apply

Cross Ownership: E’s own ~46% of Napa and ~27% of Orlando

Current Operating Relationships: While limited, Orlando provides services and has financed Napa’s operations

Respective Valuations: Companies trade off of different valuation metrics and have different financial profiles

In any Napa change of control transaction, Napa’s directors will be subject to greater scrutiny of adherence to their fiduciary duties

Potential shareholder litigation claiming breaches of fiduciary duties by Napa’s directors may result in liabilities directly or indirectly borne by an acquirer, including potential accusations of aiding and abetting by that acquirer

Just as important in getting to the right answer is how you get there

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Moelis & Company Has The Right Experience To Advise the Special Committee

Moelis possesses a differentiated set of credentials with significant experience advising public company Boards and Special Committees in high-profile assignments

Leading independent advisor ideally suited for the Special Committee

Since its founding, Moelis has advised on over $1.8 trillion of transactions, with over 450 public company situations

Day-to-day team for the Special Committee will be led by Ken Moelis and a senior team with extensive experience advising Special Committees

Senior team average Wall Street tenure of over 25 years

All previously chaired or have been members of the fairness committees of a major investment bank

Possesses deep execution, process, and industry expertise

Moelis has extensive experience in the technology sector with deep software expertise

Strong understanding of the software landscape with the ability to assist the Special Committee in a review of a potential transaction in the context of overall corporate strategy

MACANDREWS & FORBES CASE STUDY

$2.5bn

Acquisition of M & F Worldwide Corp. Exclusive Financial Advisor

M&F acquired the 57% interest in of MFW it did not own for and implied transaction value of $2.5 billion

Moelis & Skadden designed the framework for the transaction, since adopted as the approach courts embrace for the protection of minority shareholders in transactions

SELECT BOARD & SPECIAL COMMITTEE ASSIGNMENTS

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Select Recent Public Company Mandates

Extensive experience advising public companies on how to manage through complex transactions, optimize

shareholder outcomes and provide valuations and fairness opinions    

Indicates transactions where Moelis has or is expected to render a Fairness Opinion    

Ongoing    Ongoing OngoingPendingPendingPendingPending

$3.3bn    $67.0bn$586mm$10.4bn$1.5bn

Ongoing Advisory    Sale to Zoomlion Defense advisor to theAcquisition ofAcquisition of NTELOSSale to Emera Inc.Acquisition of Vistana

Services     company against activistEMC CorporationHoldings Corp. andSignature Experiences,

    investorsamendment of itsStarwood’s vacation

    affiliate relationship withownership business

    Sprint Corporation

    ExclusiveExclusive

Financial Advisor    Financial Advisor Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor

2016    Abandoned 20162016201620162016

$2.4bn    $160bn $551mmBoard Recommendation$459mm$1.9bn$13.3bn

Sale to Algonquin    Combination with Sale to Rizvi Traverseon Dual ClassSale of five non-coreSale to Harrison StreetMerger with Sirona

Power & Utilities Corp.    Allergan plc Management, LLCRecapitalizationoutdoor markets toReal Estate Capital, LLCDental Systems Inc.

    Stockholder ProposalLamar Advertising

    Company

Exclusive     ExclusiveExclusiveExclusiveExclusive

Financial Advisor    Financial Advisor Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor

2016    2015 20152015201520152015

$7.7bn    Spin-off of select real $365mmJPY33.0bn$189mm$2.0bn$1.6bn

Merger with Colony    estate and restaurant Sale to Sequential BrandsAcquisition ofAcquisition ofAcquisition of EnvisionAcquisition of Alkali

American Homes, Inc.    assets into, and the Group, Inc.R-Tech Ueno, Ltd.Magnetek Inc.Pharmaceutical ServicesChemicals Group from

formation of,    FMC Corporation

Four Corners Property    

Trust, Inc.    

    ExclusiveExclusiveExclusive

    Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor

    [ 5 ]


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Select Software Sector Expertise

Moelis has been involved in a number of marquee software transactions across the applications, infrastructure,

information management and security sectors    

APPLICATIONS SOFTWARE    INFRASTRUCTURE SOFTWARE

$391mm    $976mm$67bn$120mm$105mm$112mm

Sale to    Acquisition of Sale toSale toAcquisition ofSale toAcquisition ofSale of Remaining

    Interest in

$2bn    $210mm $1.8bn$10.3bn & $1.3bn$635mm$210mm & $220mm$730mm$8.1bn

Sale to    Acquisition of Acquisition ofSales toAcquisition ofAcquisitions ofSale toAcquisition of

BIG DATA / INFORMATION MANAGEMENT SOFTWARE     SECURITY SOFTWARE

Project A2    

Global Leader in    Strategic $2.4bn$163mm$400mm$233mm$695mm

Document Mgmt.    Investment Acquisition ofAcquisition ofAcquisition ofSale toAcquisition ofSale to

Software    from

Exclusive Financial    

Advisor    

$4.6bn    $1.6bn $151mm$200mm$413mm$441mm$350mm & $86mm$296mm & $31mm

Acquisition of    Acquisition of Sale toSale toSale toSale toSales toAcquisitions of

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Why Moelis & Company Is The Right Advisor For The Special Committee

[Graphic Appears Here]

Moelis believes it is the right advisor for the Special Committee of Orlando, having no real or perceived conflicts and having a team with the most relevant experience for Project Napa

    MAJORBULGE BRACKET

    MOELIS &BOUTIQUEINVESTMENT

CRITERIA    COMPANY FIRMSBANKS

Leading Technology and Enterprise Software Franchise    

    Relevant Industry Experience

No Real or Perceived Conflicts    

    No Sales & Trading

    No Equity Research

    No Wealth Management

    No Asset Management

    No Direct Banker Economic Interest in the Outcome

    No Prior Orlando Engagements

    No Prior Napa Engagements

    No Direct Vendor Relationships

    Financial Strength

Highly Relevant Deal Team Credentials and Expertise    

    Dedicated Senior Team

    Special Committee Experience

    Dedicated Special Committee / Fairness Professionals

    ?

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Our Approach To Working With the Orlando Special Committee

Moelis would work with the Special Committee and Skadden to design the right process as we evaluate key issues, including is this the right time and is this the right target

    KEY OBJECTIVESMOELIS & COMPANY QUALIFICATIONS

Evaluate Opportunity     Evaluate alternatives available to Orlando Highly relevant experience

in the Context of     “No conflict” position

Overall Corporate Strategy     Availability of key seasoned resources

    If the Special Committee decides to move forward:

Understand     Understand ultimate objectives Leading Special Committee advisory franchise

Situation and Derive     Evaluate tactics and potential alternatives Recent experience in multiple analogous

Optimal Approach     Determine approach (who makes the call)situations

    Perform detailed review of Napa and Orlando including Deep industry knowledge through active

    financial and strategic due diligence (in conjunction withcoverage and extensive transaction experience

    Skadden)

Perform Due Diligence     Ability to receive MNPI, including Napa internal

    financial projections, may be difficult without providing

    initial perspectives on valuation

    Refine initial valuation perspectives based on available Extensive industry, public company, and

Conduct Valuation Analysis     information, including the potential synergy opportunityfairness / valuation perspectives

    Ensure ultimate consideration is supported by valuation Significant public company buy side experience

Negotiate /     analysis Unique understanding of key deal points and

Execute Transaction     Structure deal terms to protect Orlando in connectionthe interplay between deal terms and value

    with Skadden

    Fairness opinion procedures and documentation Moelis has a robust committee process

Fairness Opinion     rigorously prepared Team has extensive Special Committee and

    Fairness Committee experience

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Potential Next Steps

Moelis is prepared to work expeditiously to evaluate the opportunity in the context of Orlando’s overall corporate strategy, and if determined appropriate, assist in a potential transaction with Napa

1

Discuss and agree upon terms of engagement

2

Review a potential transaction with Napa in the context of overall corporate strategy

3

Perform due diligence and preliminary valuation analysis

4

Reconvene with the Special Committee to discuss the appropriate next steps

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Moelis Fee Proposal

EVALUATION PHASE FEE

OPINION FEE

TRANSACTION FEE

$1,000,000 to evaluate the opportunity in the context of overall corporate strategy

If the Special Committee decides to move forward:

$2,000,000

100% creditable against any Transaction Fee

$20,000,000 payable at the closing of a transaction

Moelis & Company is flexible in refining this structure upon further understanding of the

Special Committee’s objectives and scope of the assignment

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Appendix


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A. Moelis & Company Overview


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Moelis & Company Overview

Global independent investment bank that provides world-class uncompromised advice

Leading Global     Founded in July 2007

Independent     Completed IPO in April 2014 (NYSE: MC)

Investment Bank     Market cap of approximately $1.5bn

Global Network     Extensive global network with 650 employees across 17 offices in

    North & South America, Europe, the Middle East, Asia and Australia

    Advised on over $340 billion of M&A in 2015

    Broke into top 10 M&A league tables in first year of operations

Premier M&A    

Franchise     Demonstrated track record of creating value through process and

    negotiation techniques

    Industry-specific execution expertise

Direct Relevant     Leading Special Committee Advisory franchise

Special Committee     Recently completed multiple high profile Fairness Opinion & Special

Experience     Committee assignments

Unbiased,     Focused on providing high-quality, unbiased advice that we believe

Unconflicted,     clients are no longer receiving from larger firms

Uncompromised     Moelis will work solely in the best interests of the Special Committee

Advice     and the Company’s public shareholders

    World-class M&A and Technology franchises with substantial

Leading Technology     advisory experience in the SaaS Applications and ERP sectors

Franchise    

    Strong relationships & dialogue with leading industry players

    Bankers have extensive Special Committee experience and will be

Senior Level     actively involved day-to-day on the transaction

Commitment and     We have executed some of the largest and most complex Special

Attention     Committee advisory assignments in the past five years

    Experienced bulge bracket M&A professionals with boutique focus

Global Offices

Employees

Investment

Bankers

Managing

Directors

Average Years of

Experience Per

MD

Former Sector & Product Heads

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Recent Moelis & Company Technology Team Transactions

Ongoing    Pending PendingPendingMarch 2016March 2016December 2015December 2015October 2015August 2015

Project A2     $551mm

    Sale to Rizvi TraverseŁ159mmSale toStrategic Investment

€155mm    Sale to$67.0bn$400mm$220mmSale of Sophos Group

Merger with leading    Acquisition of Management, LLCAcquisition ofSale of Caller ID Assetsplc in acceleratedfrom

global hardware and     Acquisition of

software company     EMC Corporationtobookbuild offering

Exclusive Financial     Exclusive FinancialExclusiveExclusiveExclusive Financial

Advisor    Financial Advisor AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorAdvisorFinancial Advisor

June 2015    June 2015 June 2015April 2015March 2015December 2014December 2014December 2014December 2014December 2014

    $76mm

Strategic & IPO    Sale to$3.6bn$233mmStrategic investment

$600mm Acquisition of    Advisor Recapitalization bySale toSale of PaymentSale tofrom SantanderSale to$430mm

to the Board of    Francisco PartnersGateway ServicesGroup, TelefónicaAcquisition of

Directors    business toGroup and

$500mm IPO    MasterCard

Exclusive    Lead Financial ExclusiveExclusive FinancialFinancial Advisor toExclusiveExclusiveSale of CAP to

Financial Advisor    Advisor Financial AdvisorAdvisorElliott ManagementFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor

October 2014    October 2014 May 2014May 2014March 2014March 2014February 2014December 2013December 2013November 2013

$2.5bn     Sale toSale to$586mm$381mmSale of Voice Peering$180mm

Sale of cars.com to    Sale of 50% stake to Sale toSale toSale toAcquisition ofbusiness toSale of Enterasys

    Networks to

    ExclusiveExclusiveExclusiveExclusiveExclusive

M&A Advisor    Financial Advisor Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorM&A AdvisorM&A Advisor

November 2013    August 2013 January 2013January 2013December 2012October 2012October 2012September 2012June 2012June 2012

    $2bn

    Equity capital raise for$74mmInvestment by$718mm

    Sale toSale to

Spin-off of    Acquisition of Daisy LLC, an affiliatedSale toSale toAcquisition ofSale to

    digital music service

    provider of

    Beats ElectronicsPrivate Placement

    ExclusiveAgent & M&A

Strategic Advisor    M&A Advisor Financial AdvisorM&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorAdvisorM&A Advisor

April 2012    March 2012 March 2012September 2011June 2011May 2011March 2011October 2010November 20092008

$300mm    $600mm $391mm$120mm$976mm$163mm$173mm$127mm

    Sale of equity interest

Sale to    Acquisition of Majority SaleAcquisition ofSale toSale toAcquisition ofin Packet VideoSale toUnsolicited

    toCorporation toChurchill Downsproposal from

    Incorporated

Restructuring &     Exclusive FinancialExclusive Financial

M&A Advisor    M&A Advisor M&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorAdvisorAdvisor

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B. Moelis & Company Detailed Biographies


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Moelis & Company’s Fully Committed Orlando Team

Moelis & Company’s seasoned and dedicated team is committed to providing unique insight and relevant sector expertise to the Special Committee of the Board of Directors of Orlando

Ken Moelis    

Founder, Chairman, CEO     Over 30 years of investment banking experience.

E: ken.moelis@moelis.com     Prior to founding Moelis & Company, he worked at UBS from 2001 to 2007, where he was most recently President of UBS Investment

T: +1 (310) 443-2333 /     Bank and previously Joint Global Head of Investment Banking

    Before joining UBS, Mr. Moelis was Head of Corporate Finance at Donaldson, Lufkin & Jenrette, where he worked from 1990 through

T: +1 (212) 883-3888     2000

M: +1 (310) 991-1191    

Jeff Raich     27 years of investment banking experience during which he established and led leading sell-side M&A practices at UBS Investment Bank

    and Donaldson, Lufkin & Jenrette

Founder, Co-President,     Former Joint Global Head of M&A at UBS Investment Bank

Head of M&A     Selected transactions include Anheuser Busch’s sale to InBev; Harrah’s sale to Apollo and TPG; Invitrogen’s acquisition of Applied

E: jeff.raich@moelis.com     Biosystems; Nalco’s sale to Blackstone and Apollo; Petco’s sale to Leonard Green & Partners; Univar’s sale to Clayton, Dublier & Rice;

T: +1 (310) 443-2345     Univision Communications’ sale to a private equity consortium; Dermalogica’s sale to Unilever; California Pizza Kitchen’s sale to

    Golden Gate Capital; Air Medical Group’s sale to Bain; Aspen Dental’s sale to Leonard Green & Partners; GenTek’s sale to American

M: +1 (310) 780-2855     Securities; Primedia’s sale to TPG; Smile Brands’ sale to Welsh, Carson, Anderson & Stowe; Van Houtte’s sale to Green Mountain Coffee

    Roasters; and Waggin’ Train’s sale to Nestlé

Dan Lee     17 years of investment banking experience

Managing Director     Previously a Managing Director in the M&A Group at Macquarie Capital and Co-Head of the Fairness Opinion Committee

E: dan.lee@moelis.com     Former Head of UBS Investment Bank’s West Coast M&A Group

T: +1 (310) 443-2375     Selected transactions include Bally Technologies’ sale to Scientific Games; MModal’s take-private by One Equity Partners; merger of

    Lakes Entertainment with Golden Gaming; MIF take-private of WCA Waste; MTR Gaming merger with Eldorado Resorts; sale of WMS

M: +1 (310) 443-2334     Industries to Scientific Games; Napster’s sale to Best Buy; Rent.com’s sale to eBay; SHFL Entertainment’s sale to Bally Technologies;

    acquisition of Citadel Broadcasting by Cumulus Media; Southwire’s take-private of Coleman Cable; and Restoration Hardware’s sale to

    Catterton Partners

Osamu Watanabe    

General Counsel     Over 28 years of industry experience

    Provides legal advice on transactions requiring fairness opinions in his current role

E: osamu.watanabe@moelis.com     Previously held senior positions at Sagent Advisors, UBS, Credit Suisse and Donaldson, Lufkin & Jenrette, including General Counsel to

T: +1 (212) 883-3835     GRP Partners, a venture capital fund affiliated with Donaldson, Lufkin & Jenrette

M: +1 (310) 892-7454     Previously Special Counsel at Sullivan & Cromwell 1986-1996

    Judicial Clerkship—Honorable Morey L. Sear, Federal District Court

SENIOR SPONSORSHIP    TECHNOLOGY / TECHNOLOGY M&A TEAM M&A / SPECIAL COMMITTEE ADVISORYLEGAL / FAIRNESS OPINION

    [ 16 ]


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Moelis & Company’s Fully Committed Orlando Team (Cont’d)

Moelis & Company’s seasoned and dedicated team is committed to providing unique insight and relevant sector expertise to the Special Committee of the Board of Directors of Orlando

Stu Goldstein

Managing Director

stu.goldstein@moelis.com

+1 (310) 443-2380

+1 (650) 793-1229

Christopher Foss

Senior Vice President

christopher.foss@moelis.com

+1 (310) 443-2321

+1 (818) 653-3677

Abhinav Gattani

Senior Vice President

abhinav.gattani@moelis.com

+44 (0) 207 634 3560

+44 (0) 7587 181 921

Jamie Howard

Associate

jamie.howard@moelis.com

+1 (310) 443-2372

+1 (310) 251-0692

20 years of investment banking experience

Previously Head of West Coast Tech Investment Banking Group at Citigroup

Selected transactions include PeopleSoft’s sale to Orlando; CDC Corporation’s carve out of CDC Software; Epicor Software’s sale to Apax Partners; SilverSky’s sale to BAE Systems; Compaq’s sale to HP; Enterasys Networks’ carve out sale to Extreme Networks; Nokia’s joint venture with Siemens; Motorola’s sale of wireless broadband businesses to Vector Capital Corporation; Flextronics’ acquisition of Solectron; JDA Software’s acquisition of Manugistics; MessageLab’s sale to Symantec; M-System’s sale to SanDisk; PlaceWare’s sale to Microsoft; and the sale of Brio Software to Hyperion

10 years of investment banking experience

Focus areas include Technology M&A and Software

Former Associate, Distressed and Corporate Investing at The Carlyle Group; former Analyst in Technology and Services Investment Banking at UBS Investment Bank

Selected transactions include Dell’s pending acquisition of EMC; Life Technologies’ sale to Thermo Fisher Scientific; AECOM’s acquisition of URS Corporation; Imperial’s sale of its structured settlements business to Blackstone; and F+W Media’s acquisition of New Track Media and its carve out of World Tea

10 years of investment banking experience

Former Associate in Global Technology Investment Banking at Citigroup and TMT Goldman Sachs

Selected transactions include BMC Software’s sale to an investment consortium; SilverSky’s sale to BAE Systems; AppSense Holdings sale to LANDESK; Dell’s pending acquisition of EMC; MessageLabs sale to Symantec; Catalyst’s sale of majority interest to FTV Capital; Enterasys Networks’ carve out sale to Extreme Networks; Thales SA’s acquisition of Vormetric, Inc.; NTT’s acquisition of Solutionary; Secure Computing’s sale to McAfee; Riverbed’s sale to a PE consortium; EMC’s acquisition of VMW; and The Abraaj Group’s sale of a 49% stake in Network International

2 years of investment banking experience

Specializes in M&A advisory across a broad range of industries, including Technology

Senior Consultant at Deloitte in its Financial Advisory Services practice prior to joining Moelis & Company

Selected transactions include Dell’s pending acquisition of EMC; Dermalogica’s Sale to Unilever; and Great Western Building Materials’

Sale to Foundation Building Materials

SENIOR SPONSORSHIP TECHNOLOGY / TECHNOLOGY M&A TEAM M&A / SPECIAL COMMITTEE ADVISORY LEGAL / FAIRNESS OPINION

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C. Napa Situation Overview


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Napa Observations

Napa’s attractive offering and growth profile is well positioned to benefit from Orlando’s global infrastructure, business scale, deep verticalized domain expertise and partner ecosystem

Napa is the world’s leading pure-play SaaS provider of cloud-based ERP software tools

Positioned to benefit from highly attractive market dynamics

Cloud ERP system provides SMBs a compelling value proposition vs. traditional delivery methods

Successful track record of integrating tuck-in acquisitions

Demonstrated decade of sustained revenue growth

A transaction between Orlando and Napa could bring several attractive elements together

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Preliminary Observations Regarding a Potential Transaction

A transaction between Orlando and Napa could bring several attractive elements together

    Offers the ability for the combined business to be a strong participant in both on-premise and SaaS applications

Potential to Expand    

Leadership Position     Orlando maintains a strong position within on-premise IT environments

in On-Premise to     Orlando Fusion ERP Cloud has nearly 2,000 customers worldwide

Cloud Applications    

     Napa has over 10,000 customers running more than 30,000 subsidiaries on its Cloud ERP platform

Napa Brings     Napa was born-in-the-cloud and has a 10 year head start over new competition with trust from leading brands across a variety of

Complementary     industries globally

Business ERP     Brings comprehensive and integrated system for running business in the cloud: ERP, SRP, financial management, and eCommerce

Capabilities to     among other areas

Orlando’s Public    

Cloud Offerings     Orlando’s business intelligence, middleware and database offerings can bring additional value to Napa customers

    A business combination would comprehensively address the needs of both large and mid-sized businesses and expand Orlando’s

Offers Orlando the     TAM into the SME

Ability to Provide a    

Two-tier ERP     Target Orlando Fusion on-premise and Cloud ERP for large enterprises and HQ operations

Solution     Leverage Napa Cloud ERP suite for midsized businesses and divisions or subsidiary operations

    Orlando can drive accelerated penetration of Napa One World into its large base using this two-tier structure

    Significant greenfield opportunity in SMB market for ERP systems, with an estimated 50% untapped market opportunity

    Well-positioned to take advantage of a broad target market spanning U.S. Enterprise & Mid-Market SMBs, as well as the shift

Unites Dynamic     towards the cloud (growing multiples faster than the worldwide IT market)

Industry and    

Financial Profiles     Each standalone platform possesses attractive financial attributes

     Napa’s recurring revenue grew 33% YoY in 2015, with the gross margin on that revenue exceeding 85%

     Orlando’s cloud and on-premise software revenues are ~$29bn over the last twelve months

Napa would benefit from Orlando’s global infrastructure, business scale, deep verticalized domain expertise and partner ecosystem

[ 20 ]

Sources: Gartner, IDC, Wall Street Research, company press releases


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Napa At A Glance

BUSINESS OVERVIEW

World’s leading pure-play Software-as-a-Service (SaaS) provider of cloud- based financials / enterprise resource planning (ERP) software suites

Used by 10,000+ companies across 100+ countries

Suite of applications meets financial management, CRM, eCommerce and retail management, commerce marketing automation, Professional Services Automation (PSA), and Human Capital Management needs

Offerings cover a broad group of industries including wholesale / distribution, consulting, computer and IT services, e-commerce and retail, financial services, healthcare services, and education

Became publicly listed in 2007

Founded in 1998 and headquartered in San Mateo, CA, Napa employs 4,600+ people and has offices in 12 countries

NAPA OFFERING – ONE SYSTEM FOR THE ENTERPRISE

ERP    SRP

Warehouse    Project

Management    Management

CORE BUSINESS

Customer Management

Order Management

Inventory    Resource

Management Global Financial Management Management

Billing Management

Revenue Management

Manufacturing    Time & Expense

Supply Chain    Project

Management    Accounting

Sources:    Capital IQ, Company Filings, Company Website

Note:    All information on Napa based solely on publicly available information; data as of 4/15/16

Non-GAAP measures

Per Wall Street Research

SUMMARY FINANCIALS    

    Fiscal Year Ending December 31,

($ in millions)    2013A 2014A2015A2016E ²2017E ²

Revenue    $414.5 $556.3$741.1$966.6$1,216.9

% Growth    34.2% 34.2%33.2%30.4%25.9%

Gross Profit ¹    $294.3 $398.1$520.6$681.7$871.0

% Gross Margin    71.0% 71.6%70.2%70.5%71.6%

EBITDA ¹    $39.3 $48.9$52.1$70.3$88.5

% EBITDA Margin    9.5% 8.8%7.0%7.3%7.3%

Net Income ¹    $19.9 $25.0$17.7$33.8$48.0

% Margin    4.8% 4.5%2.4%3.5%3.9%

VALUATION SUMMARY    

($ in millions, except per share data)    

Current Share Price (04/15/16)     $71.75

Discount to 52-Week High     (30.0%)

Premium to 52-Week Low     38.6%

Shares Outstanding     83.239

Market Capitalization     $5,972.4

Plus: Debt     $283.9

Less: Cash     (364.7)

Plus: Minority Interest     —

Enterprise Value     $5,891.6

    StatisticMultiple

TEV / FY2016E Revenue     $966.66.1x

TEV / FY2017E Revenue     $1,216.94.8x

TEV / FY2016E EBITDA     $70.3N/M

TEV / FY2017E EBITDA     $88.5N/M

FY2016E P/E     $0.41N/M

FY2017E P/E     $0.57N/M

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Summary of Current Cloud ERP Market Dynamics

Cloud delivery of ERP systems meaningfully expands the addressable market for ERP systems historically    

served by traditional, on-premise models    

ESTIMATED ERP MARKET TRENDS    ILLUSTRATIVE ERP TOTAL ADDRESSABLE MARKET

($ in billions)    

$66.1    

    EnterpriseOn-Premise

$53.5     >1,000 employeesERP

2% ‘16E – ‘19E On-    ~9,000 firmsAddressable

Premise ERP CAGR    Market

    Mid-MarketCloud ERP

    100—1,000 employeesAddressable

    ~116,000 firmsMarket

16% 2016E—2019E    Small

Cloud ERP CAGR    <100 employees

    ~6,00,000 firms

2016E    2019E

Cloud ERP    On-Premise

Overall Cloud ERP growth is expected to be driven by:

The product’s ability to expand the addressable market for ERP systems (greenfield opportunities)

Displacements of historical on-premise solutions

The introduction of two-tier deployments

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Sources: Company Filings, Company Website, Wall Street Research, IDC


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Unique Customer Value Proposition

Napa’s products offer a number of attractive benefits to customers

NAPA SOLUTION – ONE SYSTEM FOR THE ENTERPRISE    PERSPECTIVES

     Holistic delivery with visible billing model lowers total cost of

    ownership relative to historical delivery models

CRM    ERP Eliminates the upgrade cycle associated with on-premise systems

One     Faster time to deployment vs. on-premise (months, not years)

Database    

     Consolidates what was historically served by a fragmented vendor

    landscape

eCommerce    

19+ Languages, 190+ Countries    

    Napa Customer Base (Total # of Companies, Subs and Organizations)

    30,000+

    24,000

    20,000

    16,000

10,000    12,000

2010A    2011A2012A2013A2014A2015A

    The value proposition associated with the Company’s offering has helped

    drive rapid adoption by companies of all sizes and across a range of industries

    [ 23 ]

Sources:    Company Filings, Company Website


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Acquisition History

Napa has expanded its product offering through a number of recent acquisitions

Since 2008, Napa has successfully acquired 11 businesses for aggregate consideration of over $400mm in implied enterprise value

Napa’s strategy has been to focus on targets that may expand its suite of offerings, geographic reach, or that can be leveraged across its customer base

A number of the Company’s acquisitions were consummated with its solution providers and partners

    TRANSACTION VALUE

TARGET    ANNOUNCE DATEVERTICAL / SOLUTION

    ($MM)

    March 2016ManufacturingN/A

    August 2015Billing / Payment Automation$35

    April 2015Commerce Marketing Automation$200

    July 2014Europe$50

    October 2013HCM$25

    May 2013OMS$28

    March 2013CMSN/A

    January 2013POS / Retail$6

    July 2009PSA$19

    May 2008PSA$33

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Sources:    Capital IQ, Company filings


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Selected Historical Financial Metrics

($ in millions)    

    $1,216.9

    $966.6

    $741.1

    $556.3

    $414.5

    $308.8

    $236.3

$166.5    $193.1

69.5%    71.9% 73.3%72.5%71.0%71.6%70.2%70.5%71.6%

5.4%    5.3%7.2%5.7%5.2%

1.9%     2.9%3.6%4.0%

2009A    2010A 2011A2012A2013A2014A2015A2016E ²2017E ²

    Revenue% Gross Margin ¹% EBIT Margin ¹

Napa has demonstrated a decade of sustained revenue growth

Sources:    Capital IQ, Company Filings, Company Website

1.    Non-GAAP measures [ 25 ]

2.    Per Wall Street Research


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Annotated LTM Share Price Performance    

LTM STOCK PRICE PERFORMANCE    

$110     5.0

$100    1 3

    456

$90     24.0

$80     TRADING PERFORMANCE

    Napa

$70     73.0

Price    Current $71.758(mm)

$60    

c k    30-Day Average $68.71

Sto    90-Day Average 64.31

$50     2.0 Volume

1-Year Average    83.62

$40    52-Week High 102.46

52-Week Low    51.75

$30     1.0

$20    

$10     0.0

4/17/15    5/17/15 6/17/157/17/158/17/159/17/1510/17/1511/17/1512/17/151/17/162/17/163/17/164/15/16

    VolumeStock Price

April 23, 2015: Announces First Quarter 2015 Financial Results (beat analyst expectations); Signs Definitive Agreement to Acquire Bronto Software

April 30, 2015: Shares Rise as Salesforce.com Reportedly Hires Bankers to Evaluate Takeover Offers

May 6, 2015: Announces World’s First End- to-End Cloud Business Management Mobile App for Android Smartphones

June 9, 2015: Completes Acquisition of Bronto Software

July 23, 2015: Announces Second Quarter 2015 Financial Results (missed analyst expectations); Appoints Jim McGeever as President

October 22, 2015: Announces Third Quarter 2015 Financial Results (beat analyst expectations)

January 28, 2016: Announces Fourth Quarter and Fiscal 2015 Financial Results (beat analyst expectations)

February 5, 2016: Cloud-Based Shares Drop Following Tableau’s Forecasted Industry Softness

Source:    Company Website, Capital IQ [ 26 ]

Note:    All information on Napa based solely on publicly available information; data as of 4/15/16


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Disclaimer

This presentation has been prepared by Moelis & Company LLC (“Moelis”) for exclusive use of the Special Committee of the Board of

Directors of Orlando Corporation (“Orlando” or the “Company”) in considering the transaction described herein based on publicly available information. Moelis has not assumed any responsibility for independently verifying the information herein, Moelis makes no representation or warranty as to the accuracy, completeness or reasonableness of the information herein and Moelis disclaims any liability with respect to the information herein. In this presentation, Moelis has used certain projections, forecasts or other forward-looking statements with respect to the Company and/or other parties involved in the transaction which were prepared based on publicly available information. This presentation speaks only as of its date and Moelis assumes no obligation to update it or to advise any person that its conclusions or advice has changed.

This presentation is solely for informational purposes. This presentation is not intended to provide any basis for any decision on any transaction and is not a recommendation with respect to any transaction. The recipient should make its own independent business decision based on all other information, advice and the recipient’s own judgment. This presentation is not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any investment. Moelis does not offer tax, accounting or legal advice.

Moelis provides mergers and acquisitions, restructuring and other advisory services to clients and its affiliates manage private investment partnerships. Its personnel may make statements or provide advice that is contrary to information contained in this material. Our proprietary interests may conflict with your interests. Moelis may from time to time have positions in or effect transactions in securities described in this presentation. Moelis may have advised, may seek to advise and may in the future advise or invest in companies mentioned in this presentation.

This presentation is confidential and may not be disclosed to any other person or relied upon without the prior written consent of Moelis.

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Contact Information

Moelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC.

Moelis & Company LLC

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Los Angeles, CA 90067

Tel: (310) 443-2300

399 Park Avenue, 5th Floor

New York, NY 10022

Tel: (212) 883-3800

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