EX-99.(C)(III) 5 d862409dex99ciii.htm EX-99.(C)(III) EX-99.(c)(iii)

Exhibit (c)(iii) Confidential Project Picasso – Board of Directors Discussion Materials Goldman Sachs & Co. LLC March 5, 2024 Investment Banking


Confidential Disclaimer These materials have been prepared by Goldman Sachs on a confidential basis for presentation solely to you in connection with an informational presentation which Goldman Sachs is making to senior management, at your invitation. These materials and Goldman Sachs’ presentation relating to these materials (collectively, the “Presentation”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Presentation was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Presentation by persons other than those set forth above. Notwithstanding anything in this Presentation to the contrary, you may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Presentation has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. All information herein has been prepared specifically for you and is for discussion purposes only. The terms and conditions set forth below are indicative only as of the date of this Presentation and are subject to change. This information is not an expressed nor an implied commitment by Goldman Sachs to act in any capacity in any such transaction, to provide financing or to purchase or place any loans or securities, which commitment shall only be set forth in a separate agreement and such finalized terms and conditions are subject to further discussion and negotiation. Participation by Goldman Sachs in any transaction contemplated herein is subject to, among other things, completion of mutually acceptable documents, satisfactory due diligence, internal review and approvals. Goldman Sachs does not provide accounting, tax, regulatory or legal advice, such matters should be discussed with your advisors and/or counsel. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of you, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. The firm’s clients and counterparties may now or in the future include persons and entities that are the subject of the Presentation and the firm may be, may have been or may become involved in other transactions and assignments with or involving these clients and counterparties and/or may have confidential information relating to these clients or counterparties. The Presentation does not restrict Goldman Sachs from being engaged by, or otherwise acting with, any other party in any capacity. Nothing contained herein shall be deemed to create a fiduciary, advisory, agency or other relationship between Goldman Sachs and you or your stockholders, directors, officers, employees or creditors, nor shall any of the foregoing persons rely on this document or the presentation thereof. The Presentation has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources (other than information regarding you, which may have been obtained from your management). In preparing the Presentation, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of you or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of you or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Presentation do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Any indications of value or synergies in the Presentation are based solely on public information, are for illustrative purposes only, and do not reflect actual values or synergies that may be achieved or realized by you or any views of Goldman Sachs with respect to any such values or synergies. Investment Banking | 2


Confidential Executive Summary | GS Perspectives Goldman Sachs is pleased to have the opportunity to present our perspectives on the current situation to the Picasso Board of Directors n Market backdrop in software is supportive and Picasso is operating from a position of strength — Software investors are rewarding a balance of growth and margin, consistent with Picasso’s profile (12% revenue CAGR and 26% UFCF margin) — Tech M&A market has had an active start to the year with two large strategic transactions (HPE / Juniper for ~$14bn, Synopsys / Ansys for ~$35bn) as well as sponsor activity (e.g., Thoma / Everbridge for ~$2bn), all of which were priced at meaningful premiums (~32%, 29%, and 47% respectively) — Despite consistent operating performance, Picasso shares have remained rangebound since the IPO (~$21/share today compared to $18/share IPO price) — Picasso has a number of strategic growth levers to continue to drive performance, ranging from AI to cross-sell to targeted acquisitions n Against this backdrop, Picasso has received an unsolicited proposal to acquire the Company — Proposal is from a highly credible sponsor (Beta) and a premium to current ($25-27/share or 20-29% premium) — We believe that this proposal, or a proposal from a competing party, could ultimately get to a valuation level that is compelling versus the standalone path, and therefore it makes sense to explore this option further at this time — Our recommendation is that Picasso use the proposal from Beta to catalyze a targeted and efficient process over the next several weeks — We believe there are several other parties that could be interested in this situation. Process would be designed to receive indications of value from these parties over the coming weeks such that the Board can make a more informed decision with respect to value versus standalone path Investment Banking | 3


Confidential Today’s Agenda 1 Review of the Software M&A Environment 2 Review of Picasso’s Trading Performance 3 Positioning the Picasso Story 4 Perspectives on Process and Potential Buyers Investment Banking | 4


Review of the Software M&A Environment Investment Banking


Confidential Accelerating Software M&A Activity with Increasing Sponsors Participation Sponsor % of Software M&A Volume (excl. Deals Over $20bn) 37 % 40 % 39 % 36 % 27% 22 % 38 % 50 % $ 450 Sponsors $ 29 Strategics $ 362 Deals Over $20bn $ 137 64 Strategic $ 235 $ 329 $ 214 Transactions $ 182 $ 71 $ 167 $ 69 $ 34 $ 130 $ 138 $ 28 $ 26 $ 91 $ 120 $ 69 $ 93 $ 59 61 Sponsor $ 66 $ 91 $ 86 Transactions $ 35 $ 70 $ 57 $ 52 $ 45 $ 38 $ 24 2016 2017 2018 2019 2020 2021 2022 2023 Number of Sponsor Take-Privates 8 2 10 6 6 10 16 18 12.73 2023 $1bn+ Software Take-Privates Select 2023 Software Strategic M&A $10.5bn $4.6bn $1.3bn $3.6bn $28.1bn $2.3bn $1.1bn $1.4bn $11.7bn $1.5bn $4.5bn $2.6bn $6.1bn $1.4bn $1.7bn $4.0bn $4.4bn Jun-2023 Jun-2023 Jun-2023 Jul-2023 Sep-2023 Jan-2023 Jan-2023 Feb-2023 Mar-2023 Mar-2023 Mar-2023 Apr-2023 July-2023 Aug-2023 Aug-2023 Oct-2023 Dec-2023 Source: FactSet; market data as of 1-Jan-2024 Note: Analysis includes all software deals; public and private deals considered. Analysis excludes intra-China and cancelled deals. Only transactions above $500mm or with undisclosed transaction sizes are included in both total volumes and total counts. Investment Banking | 6


Confidential Sponsors Remained Most Active Buyers Strategics ($>10bn) Sponsors Strategics ($<10bn) Remain Active Through the Cycle 2022 Average: $55 2021 Average: $23 $ 95 $ 96 $ 44 2022 Average: $22 2021 Average: $17 2021 Average: $39 2023 Average: $17 $ 25 / $ 31 $ 60 $ 23 $ 28 $ 27 $ 25 2022 Average: $9 $ 50 $ 23 2023 Average: $17 $ 14 $ 13 $ 33 2023 Average: $5 $ 14 $ 11 $ 14 $ 13 $ 26 $ 25 $ 12 $ 9 $ 24 $ 12 $ 22 $ 8 $ 7 $ 5 $ 5 $ 4 $ 8 $ 2 $ 2 $ 4 $ 2 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 2021 2022 2023 2021 2022 2023 2021 2022 2023 Source: FactSet; market data as of 1-Jan-2024 Note: Analysis includes all software deals; public and private deals considered. Analysis excludes intra-China and cancelled deals. Only transactions above $500mm or with undisclosed transaction sizes are included in both total volumes and total counts. Investment Banking | 7


10Y US Treasury Rate (%) Confidential Growth Remains Key Valuation Driver but Investors Increasingly Focus on Profitability Again Correlation of Valuation vs. Growth and Rule of 40 Over Time After a period of outsized focus on profitability, growth is once again the main driver of valuation, though convergence is reemerging 0.6 5% 0.56 4 % 4% 0.50 0.4 3% 2% 0.2 1% 0.0 0 % Sep-2021 Mar-2022 Aug-2022 Feb-2023 Jul-2023 Jan-2024 EV/NTM Sales: Revenue Growth EV/NTM Sales: Rule of 40 US 10Y Treasury Source: FactSet; market data as of 1-Jan-2024 Note: Analysis includes 59 Cloud Companies. Valuation reflects EV/24E multiple. Growth reflects CY2024E growth. Rule of 40 calculated as sum of NTM 2024E growth and NTM 2024E FCF margin. Investment Banking | 8 Correlation (R2 )


Confidential Software Multiples Have Adjusted to a New Reality 70x 3Y Avg. Pre- 1 2 COVID Current COVID Avg. Top 10 NTM Revenue 14.3 x 16.6 x 36.4 x 4 Multiple 60x 3 High Growth Software 9.3 8.9 30.4 (10y UST) 4.0 % All Software 6.3 5.7 9.8 4% 50x 40x 30x 2% 20x 16.6x 10x 8.9x 5.7x 0x 0% Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Source: FactSet; market data as of 1-Jan-2024 1 2 Note: Analysis includes 172 software companies. Average Pre-COVID represents average NTM Revenue Multiple from 1-Jan-2017 to 1-Jan-2020. COVID 3 Average represents NTM Revenue Multiple from 20-Feb-2020 to 30-Oct-2021. Growth Software defined by companies which have a greater than 30% LFQ 4 YoY revenue growth rate. Top Software NTM revenue multiples index currently includes MicroStrategy Incorporated, Snowflake, Fair Isaac Corporation, CrowdStrike, Cloudflare, Samsara, Cadence, Datadog, Zscaler and MongoDB. Investment Banking | 9 NTM Revenue Multiple


Review of Picasso’s Trading Performance Investment Banking


Confidential Picasso Share Price Performance Since IPO Indexed Share Price Performance | Since IPO Performance (%) Since IPO 2Y 1Y 210 % Picasso 15.2 % 37.8 % 3.8 % Instructure 20.3 6.0 (9.3) 190 % Tyler (11.0) 4.4 37.7 Vertical Software¹ 2.6 19.1 28.2 170 % 150 % 130 % 20.3 % 15.2 % 110 % 2.6 % 90 % (11.0)% 70 % 50 % Jul-2021 Nov-2021 Mar-2022 Jul-2022 Nov-2022 Mar-2023 Jul-2023 Nov-2023 Mar-2024 Picasso Instructure Tyler Vertical Software¹ Source: FactSet; market data as of 1-Mar-2024 Note: Reflects performance from 28-Jul-2021 to 1-Mar-2024. Picasso indexed off initial IPO price of $18.00 per share. 1 Includes Appfolio, Autodesk, Aspen Tech, Descartes, Guidewire, Jamf, nCino, Procore, SPS Commerce, and Veeva. Investment Banking | 11


Confidential Picasso's Stock Price has Been Mostly Range Bound $40.0 VWAPs Current Share Price $ 20.73 VWAP Since IPO $ 20.57 vs. Current Share Price 0.8 % $30.0 2-Year VWAP $ 19.84 52-Week High: $ 25.02 vs. Current Share Price 4.5 % 1-Year VWAP $ 21.28 15.2% $20.73 vs. Current Share Price (2.6)% $20.0 6-Month VWAP $ 22.53 52-Week Low: $ 16.49 vs. Current Share Price (8.0)% 1 Daily Average Trading Volume (k) YTD 6M 3M 3-Month VWAP $ 23.21 604 636 653 $10.0 vs. Current Share Price (10.7)% Jul-21 Nov-21 Mar-22 Jul-22 Nov-22 Mar-23 Jul-23 Nov-23 Mar-24 Source: FactSet; market data as of 1-Mar-2024 Note: Reflects trading performance from 28-Jul-2021 to 1-Mar-2024. Picasso indexed off initial IPO price of $18.00 per share. 1 Current shares outstanding of 203mm. Investment Banking | 12


Confidential Recent Software Performance Reflects a Full Post-COVID Market Correction NTM EV / Revenue Multiples Since Picasso IPO NTM EV / EBITDA Multiples Since Picasso IPO Average Since IPO 2Y 1Y Average Since IPO 2Y 1Y 18.0 x 60.0 x Picasso 7.0 x 6.8 x 6.8 x Picasso 22.6 x 21.5 x 20.5 x 1 1 Instructure 7.5 7.3 7.3 Instructure 20.1 19.0 18.5 Tyler 9.2 8.4 8.5 Tyler 35.7 32.9 33.6 2 2 Vertical Software 9.8 8.8 9.0 Vertical Software 30.8 29.0 31.1 15.0 x 50.0 x 12.0 x 40.0 x 35.2 x 10.5 x 9.1 x 9.0 x 30.0 x 28.0 x 6.5 x 6.0 x 6.5 x 20.0 x 19.1 x 16.0 x 3.0 x 10.0 x Jul-2021 Mar-2022 Nov-2022 Jul-2023 Mar-2024 Jul-2021 Mar-2022 Nov-2022 Jul-2023 Mar-2024 Source: FactSet median consensus estimates; market data as of 1-Mar-2024. Note: Reflects trading performance from 28-Jul-2021 to 1-Mar-2024. 1 Maximum threshold for trading multiples set to 65.0x. Instructure EV PF for incremental debt and cash used for Parchment acquisition in Q1 2024. 2 Includes Appfolio, Autodesk, Aspen Tech, Descartes, Guidewire, Jamf, nCino, Procore, SPS Commerce, and Veeva. Investment Banking | 13


Confidential Research Analyst: Picasso Views Current Research Analyst Estimates FY24E Date Analyst Rating Target Price Revenue ($M) EBITDA ($M) EPS Methodology Mar-2024 Jefferies Buy $30.00 $789 $270 $0.23 21x FY25 EV/EBITDA Mar-2024 Restricted Buy 27.00 789 271 0.98 NA Median Feb-2024 Raymond James Overweight 26.00 787 268 1.06 NA Price Feb-2024 Needham Buy 26.00 789 270 1.02 7.5x FY24 EV/Revenue Target Feb-2024 Piper Sandler Buy 29.00 789 270 1.01 7.5x CY25 EV/Revenue implies Feb-2024 Restricted Overweight 26.00 789 NA 0.94 NA 30% upside to Feb-2024 Restricted Overweight 28.00 NA NA 1.00 NA current Feb-2024 Cantor Fitzgerald Buyer 30.00 $789 270 $0.93 NA stock Feb-2024 RBC Buyer 27.00 790 270 0.99 7.2x FY24 EV/Revenue price Jan-2024 Baptista Research Hold 26.70 789 265 (0.07) NA Median $27.00 $789 $270 $0.99 High 30.00 790 271 1.02 Low 26.00 787 265 (0.07) 1 % Variance 15% 0.4% 2% 110% 2 2 Current Research Analyst Estimates Current Research Analyst Estimates $30 $27.00 1 1 $25 1 1 1 1 1 2 2 2 2 1 1 $20.73 $20 14 14 13 13 13 13 13 12 12 12 12 12 12 $20.73 as of $15 Mar 1, 2024 $10 Mar-2023 Jun-2023 Sep-2023 Dec-2023 Mar-2024 Mar-2023 Jul-2023 Nov-2023 Mar-2024 Price Price Target Mean Buy Hold Sell 1 Source: Wall Street Research, FactSet, IBES Estimates as of 01-Mar-2024. % variance is calculated as the delta between the high and low, divided by the 2 median. As of latest Mar-2024 earnings. Investment Banking | 14


Positioning the Picasso Story Investment Banking


Confidential Investment Highlights Key Value Drivers to Focus On Vertical Software Market Leader in K-12 Unmatched System of Record and Breadth of Capabilities Best-in-Class Cloud Solutions Purpose-built for K-12 Enabling Software Uniquely Positioned to Highly Compelling Return on Investment Adoption in Unlock the Power of AI International K-12 in Education Culture Built Around Intense Passion for Education Markets Unrivaled Data Asset, Analytics and Insight Platform Cutting-edge AI Capabilities Strong Track-Record of Early Innings in Meaningful International Expansion Opportunity Cross-Sell Motion Consolidation Thesis, Supports Future Creating the Multiple Avenues for Continued Growth Margin Expansion Opportunity to Accelerate M&A Investment Banking | 16


Confidential Enabling Software Adoption in International K-12 Markets Meaningful international expansion opportunity, with clear path to capturing market share Expansion in India International Leadership Appointed Stewart Monk to lead international strategy for all Picasso products Announced continued expansion of Picasso’s Global PowerPartner Program Expansion in Africa “We’ve seen the innovative impact of OneConnect’s technology services and solutions and know they are the right partner to expand our support to the over n September 2023 announced 240 million students enrolled in Sub-Saharan Africa acquisition of enterprise resource and beyond.” planning (ERP) software company -Hardeep Gulati, CEO Neverskip Expansion in Latin America n Picasso will immediately expand its “We continued to expand our international reach in Q4 reach to over 900 schools and 1.2 by signing 4 additional channel partners, all of which million students in India are strong technology resellers and integrators focused on the Latin America region, a strategic n Sets a foundation for growth to growth market for us, given our highly successful nationwide Schoology rollout in Uruguay during the support the larger Indian education pandemic.” market -Hardeep Gulati, CEO Investment Banking | 17


Confidential Uniquely Positioned to Unlock the Power of AI in Education Cutting-edge AI capabilities – and new PowerBuddy AI Assistant – keep Picasso at the vanguard of K-12 technology solutions Unique Position to Lead GenAI- Picasso AI in Products Today Powered Personalization Education Innovation Picasso's AI assistant uniquely crafted for students, families, teachers, and administrators delivering personalized insights, fostering engagement, and creating a supportive environment to support all educational stakeholders Investment Banking | 18


Confidential Strong Track-Record of Cross-Sell Motion Supports Future Margin Expansion Margin expansion led by best-in-class cross-sell capabilities, with significant room for existing customers to expand platform usage Q4 2023 107% 33% 1 1 Net Retention Rate Adj. EBITDA Margin 1 Figures as of Q4 2023. Investment Banking | 19


Confidential Early Innings in Consolidation Thesis, Creating the Opportunity to Accelerate M&A Payments Analytics International Communications Assessments UK Australia Enrollment & Marketing Engagement Pre-K Brazil India Learning Management Career System Readiness & Search Other Content Safety & Other Well- being SIS & Talent Finance Investment Banking | 20


Perspectives on Process and Potential Buyers Investment Banking


Confidential Situation Update th n February 29 received verbal proposal from Beta n Range $25 - $27, representing a premium of 20 - 29% to the previous day’s close and 0 - 8% to the 52-week high n Key options for consideration: — Decline to engage, continue to execute as public company — Use proposal as a catalyst to launch a process and drive potential value 1 — Exclusive process with only Beta 2 — Targeted process with outreach to limited investors 3 — Broad process with outreach to a wide group of investors Investment Banking | 22


Confidential The Level And Quality Of Buyer Interest Will Impact The Breadth Of The Sale Process GS Recommendation 1 2 3 Exclusive Process Targeted Process Broad Process n Engage in exclusive dialogue with Betan Approach a targeted list of well-informed potential n Invite a larger number of potentially interested buyers buyers including both strategic and financial buyers n Only advisable after detailed discussions have Description taken place and buyer known to be aggressive on n May include both strategic and financial buyersn Involves multiple stages with multiple buyers price included in process and then reduced at each stage + Maximum confidentiality + Increased confidentiality + Creates maximum competition and can result in higher price + Potentially quickest to execute + Avoid perceptions of business being “shopped” if a decision is ultimately made to not sell + Limits buyers’ ability to assess negotiating position + Minimizes disruption to business of vendor + Effective ‘middle’ ground between options + Clear standout buyer with demonstrated strong Reasons For + Maximises likelihood that all viable buyers will be interest contacted + Increases likelihood of a “left field buyer” emerging — Absence of competitive process reduces pressure — Risk that potentially interested buyers and high — Difficult to maintain confidentiality and an aborted on potential buyer to pay a premium valuation and value “left field” buyers are excluded from process process could reflect negatively on business adhere to preferred timetable / terms Reasons Against — Time and resource intensive, general distraction for business and potentially costly — Some buyers may be deterred by a broad process Confidentialityüüüüüü Speed of Processüüüüüü Value Contingent on buyer Maximisation üüüüü Potential Investment Banking | 23


Confidential Landscape of Software Investors Financial Sponsor Strategics Sponsor Select Current Investments Other Investors & Strategics Family Offices SWF / Pensions / Infra / Other Infrastructure Investment Banking | 24


Confidential Preliminary Proposed Partners Contact Fund Size (bn) Contact Fund Size (bn) Dave Humphrey Bryan Taylor $25.0 (Fund X) Max de Groen $11.8 (Fund XIII) Lauren Young Valentin Fernandez Jason Wright $13.0 (Fund XI) Martin Brand $16.6 (Fund IX) Prakash Melwani Prashant Mehrotra $14.1 (Fund XII) Eli Nagler Jason Glass Patrick McCarter $14.8 (Fund VIII) €26.0 (Fund IX) Alexandra Van Arkel Craig Greenseid Casey Manzella Tarim Wasim Deven Parekh $23.0 (Fund XI) $20.0 (Fund XII) Matt Eisen Anika Agarwal John Danhakl Richard Sarnoff $14.0 (Fund IX) Usama Cortas Webster Chua $19.0 (Fund XIII) Saul Kopelowitz Aubrey Barth NA €9.0 (Fund XI) Greg Sheldon Tim Millikin Gautam Thakar $15.6 (Fund IX) NA John Rogers Denis Nikolaev Ramzi Musallam Jason Mironov $16.5 (Fund XV) $10.6 (Fund VIII) Dan Sugar Holden Spaht $24.3 (Fund XV) Brian Jaffee Jamie Hutter Amy Aurora NA Arvindh Kumar €21.0 (Fund X) Kosmo Kalliarekos Mike Wetter NA Jesper Ridder Olsen NA Safra Catz NA Nick Yuan Dan Bitar NA Janet Glazer NA Kay Krafft NA Lynn Moore Jr Brad Powell Brian Miller NA Geo Kane NA Jeff Puckett Steve McDermid Investment Banking | 25 Strategics Tier 1 Sponsor Likely Not Interested Tier 3 Sponsor Tier 2 Sponsor


Confidential Selected Public Software Transactions Transaction Premia | Public Software Transactions Since 2022 Premium to Undisturbed (%) 94 % 77 % 63 % 62 % 59 % 57 % 53 % 53 % 52 % 52 % 47 % 46 % 46 % 44 % 44 % Median: 46 % 34 % 34 % 32 % 32 % 31 % 29 % 29 % 27 % 24 % 17 % Announcement Oct-2022 Dec-2022 Aug-2022 Mar-2023 Dec-2023 Feb-2023 Oct-2022 Mar-2022 Apr-2022 Jun-2022 Feb-2024 Jan-2023 Mar-2023 May-2022 Oct-2022 May-2023 Jun-2022 Aug-2023 Apr-2022 S ep-2023 Mar-2023 Jan-2024 Aug-2022 Jan-2022 Jul-2023 Absolute Avid Target UserTesting C oupa Ping Identity Qualtrics Alteryx Sumo Logic ForgeRock Mandiant Datto Anaplan Everbridge Duck C reek Momentive VMware KnowBe4 Zendesk S ailPoint S plunk C vent Ansys Avalara C itrix New Relic S oftware Technology Silver Lake & S ymphony S ymphony Francisco Francisco Acquiror Thoma Bravo Thoma Bravo Thoma Bravo C PP C learlake Thoma Bravo G oogle Kaseya Thoma Bravo Thoma Bravo Vista Technology Broadcom Vista C rosspoint Investor G roup Technology Thoma Bravo C isco Blackstone S ynopsys Vista Vista & Elliott Partners & Partners Investments G roup G roup TPG Transaction $ 1.1 $ 8.1 $ 2.8 $ 11.7 $ 4.4 $ 1.4 $ 2.0 $ 5.4 $ 6.0 $ 10.1 $ 1.8 $ 2.3 $ 1.5 $ 69.2 $ 4.3 $ 0.9 $ 9.9 $ 1.4 $ 7.0 $ 29.8 $ 4.5 $ 34.6 $ 8.4 $ 16.4 $ 6.1 Value ($bn)¹ % C ash C onsideration 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 49 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 50 % 100 % 100 % 100 % Undisturbed as % 28 % 23 % 58 % 36 % 44 % 61 % 45 % 67 % 83 % 53 % 68 % 45 % 26 % 57 % 63 % 69 % 38 % 62 % 83 % 96 % 74 % 87 % 39 % 58 % 87 % of 52-Week High² Premium to (46)% (60)% (6)% (42)% (31)% (5)% (32)% 2 % 26 % (20)% (0)% (35)% (62)% (17)% (9)% (7)% (49)% (19)% 9 % 26 % (5)% 12 % (51)% (28)% 2 % 52-Week High² Source: Public Filings, FactSet | ¹ Transaction value includes convertible note breakage costs assuming takeout date per anticipated transaction close referenced in announcement press release. Convertible note breakage costs exclude any impact from capped call unwind. ² Reflects 52-week high as of undisturbed date. Investment Banking | 26


Confidential Analysis at Various Prices Illustrative Share Price Metric $ 20.73 $ 22.50 $ 25.00 $ 27.00 $ 30.00 $ 32.50 $ 35.00 Premium / Discount to C urrent $ 20.73 0% 9% 21% 30% 45% 57% 69% Software Median to Ansys: Juniper: Everbridge: 29% 32% Undisturbed 47% (2022 – Today): 44% Premium / Discount to 1M VWAP $ 22.97 (10)% (2)% 9% 18% 31% 41% 52% Premium / Discount to IPO Price $ 18.00 15% 25% 39% 50% 67% 81% 94% Premium / Discount to 52 Week High $ 25.02 (17)% (10)% (0)% 8% 20% 30% 40% Software Median to 52-Week-High (2022 – Today): (19)% Fully Diluted Equity Value 4,358 4,730 5,256 5,676 6,307 6,833 7,358 2023YE Net Debt 781 781 781 781 781 781 781 Enterprise Value $ 5,139 $ 5,511 $ 6,037 $ 6,457 $ 7,088 $ 7,613 $ 8,139 2024E EV / Adj. EBITDA $ 270 19.1 x 20.4 x 22.4 x 23.9 x 26.3 x 28.2 x 30.2 x Other Vertical Software: 16.0x 35.2x 28.0x 2024E EV / G rowth Adj. EBITDA 15% 1.3 x 1.4 x 1.5 x 1.6 x 1.7 x 1.9 x 2.0 x 2024E EV / uFC F $ 208 24.8 x 26.5 x 29.1 x 31.1 x 34.1 x 36.7 x 39.2 x Other Vertical Software: 19.8x 46.4x 36.3x Source: Consensus broker projections Note: Current price as of 01-Mar-2024 closing. uFCF calculated as CFO – Capex - CapSW + Interest x (1 – tax rate). Investment Banking | 27


Confidential Framing Potential Process Timelines 2024 Mar Apr May 4 11 18 25 1 8 15 22 29 6 13 Milestones / Workstreams Marketing Document Preparation ~3 weeks Outbound Calls / NDAs Initial Buyer Management Meetings / Due Diligence 5 weeks First Round Bids Due Detailed / Confirmatory Diligence, Buyers Secure Financing Contract Markup Due Final Bids / Negotiate & Sign Definitive Agreement Investment Banking | 28


Appendix A: GS Credentials Investment Banking


Confidential We Are the Software M&A Advisor of Choice + + + We Deliver The Leading Unmatched Most Active in Superior Software M&A Industry the Market Outcomes Advisor Expertise #1 #1 23 230+ In client satisfaction Advisor across software Years of average Software transactions with 2x more votes M&A by deal volume senior team since 2016 than the next firm and transaction count experience GS delivers better, measurable GS has advised on almost $1 Deep team with relationships With more than 350 M&A outcomes for our clients, trillion in transaction value with the most important transactions since 2016, our having realized the highest since 2016 and 28% buyers, knowledge of their team is the most active in the sellside premiums and leadership over the #2 advisor priorities and the industry M&A market with a strong achieving deal terms that trends that impact how to understanding of how buyers maximize deal certainty design a process to maximize operate and how successful value deals get done Differentiated Experience, Advice, and Outcomes Investment Banking | 30


Confidential GS Involved in the Biggest, Most Recent Software Deals 2022 - 2023 Largest Sponsor Software Deals Largest Strategic Software Deals Transaction EV / NTM Announcemen Target Acquirer Transaction EV / NTM Announcemen Target Acquirer Target Acquirer Target Acquirer Value ($bn) Revenue t Date Advisor Advisor Value ($bn) Revenue t Date Advisor Advisor Vista Equity Vista Equity Citrix Systems $16.4 5.0 x Jan-2022 Citrix Systems $69.2 5.3 x May-2022 Partners Partners Canada Pension Canada Pension Qualtrics Qualtrics Plan Investment Plan Investment International, $11.7 7.1 x Mar-2023 International, $28.1 7.3 x Sep-2023 Board; Silver Board; Silver Inc. Inc. Lake Lake Anaplan, Inc. Thoma Bravo $10.1 12.8 x Mar-2022 Anaplan, Inc. Thoma Bravo $10.7 – Jun-2023 Hellman & Hellman & / Zendesk, Inc. Friedman / $9.9 5.5 x Jun-2022 Zendesk, Inc. Friedman / $8.3 5.1 x Jan-2023 Permira Permira Vista Equity Vista Equity Avalara, Inc. $8.4 8.8 x Aug-2022 Avalara, Inc. $5.8 2.1 x Aug-2022 Partners Partners Coupa Software, Coupa Software, Thoma Bravo $8.1 8.6 x Dec-2022 Thoma Bravo $4.6 – Jun-2023 Inc. Inc. SailPoint SailPoint Technologies Thoma Bravo $7.0 12.9 x Apr-2022 Technologies Thoma Bravo $4.3 10.8 x Jan-2022 Holdings, Inc. Holdings, Inc. TPG Capital; TPG Capital; Francisco Francisco New Relic, Inc. $6.1 5.8 x Jul-2023 New Relic, Inc. $4.1 6.1 x Jul-2022 Partners Partners Management Management Cvent Holding Cvent Holding Blackstone $4.5 6.2 x Mar-2023 Blackstone $4.1 – Jan-2022 Corp. Corp. Engagesmart, Vista Equity Engagesmart, Vista Equity $4.0 8.7 x Oct-2023 $3.6 – Jul-2023 Inc. Partners Inc. Partners Source: FactSet; market data as of 01-Jan-2024 Investment Banking | 31


Confidential Goldman Sachs Achieves Better Outcomes for Our Clients Goldman Sachs is the Clear Leader in Software M&A, Having Advised on ~$880 Billion Deal Volume Since 2019 Software M&A League Tables 2019-2023 Software Deal Volume 2019-2023 Software Deal Count 2019 2020 2021 2022 2023 $ 878bn 1 179 above #2 above #2 46% 38% Morgan Morgan Morgan Morgan Morgan 130 2 $ 603bn 127 Stanley Stanley Stanley Stanley Stanley $ 431bn 85 82 3 JP Morgan JP Morgan JP Morgan Bank of America JP Morgan $ 310bn $ 285bn 4 Credit Suisse Bank of America Citi JP Morgan Qatalyst 5 Barclays Credit Suisse Evercore Credit Suisse Citi Advising on the Largest Transformative M&A Source: FactSet; market data as of 1-Jan-2024 Note: public and private deals considered. Analysis excludes intra-China and cancelled deals. Only transactions above $500mm or with undisclosed Investment Banking | 32 transaction sizes are included in both total volumes and total counts. League Table ranking based on deal volumes.


Confidential GS is the EdTech M&A Advisor of Choice Exclusive Financial Advisor / Financial Advisor / Financial Advisor / Exclusive Exclusive Financial Advisor Lead Financial Advisor Lead Financial Advisor Committed Financing Provider Financing Provider Financial Advisor Financial Advisor Financing Provider $1.7bn Sale of Equity $750mm $5.3bn $5.2bn Sale to Sale to Sale to Acquistion of Stake to Sale to Sale to Acquisition of January 2024 September 2023 April 2023 April 2022 January 2022 December 2021 December 2021 October 2021 / Exclusive Co-Lead Exclusive Exclusive Exclusive Financial Advisor Financial Advisor Financial Advisor Financial Advisor Financial Advisor Financial Advisor Financial Advisor Financial Advisor $500mm $1.4bn $394mm Sale of $536mm Sale to $792mm Sale to Merger with Acquisition of Merger with Acquisition of Equity Stake to Sale of Capita ESS to / / September 2021 September 2021 September 2021 July 2021 March 2021 February 2021 October 2020 January 2020 Financial Advisor, Financial Advisor & Financial Advisor & Exclusive Financial Advisor Exclusive Financial Advisor Financial Advisor Financial Advisor Financial Advisor Lead Left Arranger Lead Left Arranger Lead Left Arranger Sale to Sale of minority in the in the in the $1.6bn $2.6bn Sale to interest to Acquisition of Acquisition of Acquisition of Sale to Sale to And Undisclosed Undisclosed / November 2019 October 2019 May 2018 April 2018 September 2017 August 2017 August 2017 July 2017 Note: Includes transactions completed by GS team members prior to joining GS. Investment Banking | 33


Appendix B: Selected Precedent Transactions Investment Banking


Confidential Selected Public Software Transactions Transaction Multiples | Public Software Transactions Since 2022 EV / NTM Revenue¹ 14.5 x 12.9 x 12.8 x 11.4 x 9.7 x 75th Percentile: 8.6 x Median: 6.8 x 8.8 x 8.6 x 25th Percentile: 5.0 x 8.4 x 8.0 x 7.7 x 7.1 x 7.1 x 6.8 x 6.2 x 5.8 x 5.5 x 5.1 x 5.0 x 5.0 x 4.3 x 4.1 x 4.0 x 3.4 x 3.0 x 3.0 x Announcement Jan-2024 Apr-2022 Jun-2022 Oct-2022 Mar-2022 Aug-2022 Dec-2022 Oct-2022 Apr-2022 Aug-2022 S ep-2023 Mar-2023 Jan-2023 Mar-2023 Jul-2023 Jun-2022 Oct-2022 May-2022 Jan-2022 Dec-2023 Feb-2023 Feb-2024 May-2023 Mar-2023 Aug-2023 Absolute Avid Target Ansys S ailPoint Anaplan KnowBe4 Mandiant Avalara C oupa ForgeRock Datto Ping Identity S plunk Qualtrics Duck C reek C vent New Relic Zendesk UserTesting VMware C itrix Alteryx Sumo Logic Everbridge Momentive S oftware Technology Silver Lake & Francisco S ymphony S ymphony Francisco Acquiror S ynopsys Thoma Bravo Thoma Bravo Vista G oogle Vista Thoma Bravo Thoma Bravo Kaseya Thoma Bravo C isco C PP Vista Blackstone Partners & Investor G roup Thoma Bravo Broadcom Vista & Elliott C learlake Thoma Bravo C rosspoint Technology Technology Partners Investments TPG G roup G roup Transaction $ 34.6 $ 7.0 $ 10.1 $ 4.3 $ 5.4 $ 8.4 $ 8.1 $ 2.0 $ 6.0 $ 2.8 $ 29.8 $ 11.7 $ 2.3 $ 4.5 $ 6.1 $ 9.9 $ 1.1 $ 69.2 $ 16.4 $ 4.4 $ 1.4 $ 1.8 $ 0.9 $ 1.5 $ 1.4 Value ($bn)² % C ash C onsideration 50 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 49 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % Premium to 29 % 32 % 52 % 44 % 53 % 27 % 77 % 53 % 52 % 63 % 31 % 62 % 46 % 29 % 17 % 34 % 94 % 44 % 24 % 59 % 57 % 47 % 34 % 46 % 32 % Undisturbed Acquiror EV / NTM - - - - - - - - - - - - - - - - - 7.8 x - - - - - - - Revenue Multiple Target NTM 11 % 18 % 25 % 30 % 16 % 21 % 15 % 25 % 17 % 18 % 8 % 14 % 10 % 17 % 11 % 26 % 16 % 7 % 3 % 11 % 15 % 2 % 14 % 3 % 12 % Revenue Growth Target NTM Operating 42 % (4)% (3)% 12 % (14)% (0)% 8 % (10)% 19 % (4)% 21 % 10 % 8 % 18 % 16 % 8 % (19)% 27 % 26 % 12 % (13)% 18 % 6 % 15 % 21 % Margin Source: Public Filings, FactSet ¹ Transaction multiple reflects metrics at announcement. NTM revenue reflects median consensus estimates for the next twelve-month period as of transaction announcement date. ² Transaction value includes convertible note breakage costs assuming takeout date per anticipated transaction close referenced in announcement press release. Convertible note breakage costs exclude any impact from capped call unwind. Investment Banking | 35