Exhibit (c)(8)
STRICTLY CONFIDENTIAL
Presentation to the Special Committee of the Board of Directors
April 19, 2016
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 ]
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 ]
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
[ 3 ]
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
[ 4 ]
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 ]
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
[ 6 ]
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
?
[ 7 ]
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
[ 8 ]
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
[ 9 ]
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
[ 10 ]
Appendix
A. Moelis & Company Overview
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
[ 13 ]
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
[ 14 ]
B. Moelis & Company Detailed Biographies
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 ]
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
[ 17 ]
C. Napa Situation Overview
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
[ 19 ]
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 ~$29bn over the last twelve months
Napa would benefit from Orlando’s global infrastructure, business scale, deep verticalized domain expertise and partner ecosystem
[ 20 ]
Sources: Gartner, IDC, Wall Street Research, company press releases
Napa At A Glance
BUSINESS OVERVIEW
World’s leading pure-play Software-as-a-Service (SaaS) provider of cloud- based financials / enterprise resource planning (ERP) software suites
Used by 10,000+ companies across 100+ countries
Suite of applications meets financial management, CRM, eCommerce and retail management, commerce marketing automation, Professional Services Automation (PSA), and Human Capital Management needs
Offerings cover a broad group of industries including wholesale / distribution, consulting, computer and IT services, e-commerce and retail, financial services, healthcare services, and education
Became publicly listed in 2007
Founded in 1998 and headquartered in San Mateo, CA, Napa employs 4,600+ people and has offices in 12 countries
NAPA OFFERING – ONE SYSTEM FOR THE ENTERPRISE
ERP SRP
Warehouse Project
Management Management
CORE BUSINESS
Customer Management
Order Management
Inventory Resource
Management Global Financial Management Management
Billing Management
Revenue Management
Manufacturing Time & Expense
Supply Chain Project
Management Accounting
Sources: Capital IQ, Company Filings, Company Website
Note: All information on Napa based solely on publicly available information; data as of 4/15/16
Non-GAAP measures
Per Wall Street Research
SUMMARY FINANCIALS
Fiscal Year Ending December 31,
($ 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 $0.57N/M
[ 21 ]
Summary of Current Cloud ERP Market Dynamics
Cloud delivery of ERP systems meaningfully expands the addressable market for ERP systems historically
served by traditional, on-premise models
ESTIMATED ERP MARKET TRENDS ILLUSTRATIVE ERP TOTAL ADDRESSABLE MARKET
($ 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
[ 22 ]
Sources: Company Filings, Company Website, Wall Street Research, IDC
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
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$33
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Sources: Capital IQ, Company filings
Selected Historical Financial Metrics
($ 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
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
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.
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Contact Information
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Moelis & Company LLC
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