Exhibit C.V Project Ocala Board Materials August 17, 2021 0Exhibit C.V Project Ocala Board Materials August 17, 2021 0
Offer summary Nordic proposal¹ Current (08/13/2021)² Unaffected trading (07/26/2021)³ $mm, except per share data Implied price per share $41.00 $37.77 $32.71 Premiums / (discount) to: Unaffected share price of $32.71 as of 07/26/21 25% 15% – Current share price of $37.77 as of 08/13/21 9% – (13%) 52-week high of $34.47 19% 10% (5%) 30-day VWAP of $32.95 24% 15% (1%) 90-day VWAP of $30.74 33% 23% 6% Equity value $6,414 $5,915 $5,108 Firm value $7,225 $6,682 $5,865 Metric FV / CY22E Revenue (Ocala management case) $902 8.0x 7.4x 6.5x FV / CY22E Adj. EBITDA⁴ (Ocala management case) $330 21.9x 20.3x 17.8x 1 Source: FactSet; Ocala management; Company filings; Note: Market data as of unaffected share price on 07/26/21, unless noted otherwise; ¹ Net debt balance and fully diluted shares outstanding as of 08/03/21 per Ocala management ² Net debt balance and fully diluted shares outstanding as of 06/30/21; ³ Net debt balance and fully diluted shares outstanding as of 03/31/21; ⁴ Adjusted EBITDA excludes SBC, acquisition costs, and other non-comparable items
Ocala financial forecast comparison Ocala management case Street consensus (for reference only) Reflects street consensus (post-unaffected date of 7/26/21) Revenue ($mm) Gross margin (%) $1,040 76% 76% 75% $902 $973 75% 74% 74% $775 $870 $773 CY21E CY22E CY23E CY21E CY22E CY23E % growth Gross profit ($mm) Mgmt. 16% 16% 15% Mgmt. $577 $668 $770 Street 16% 13% 12% Street $577 $658 $741 Operating expenses ($mm) Adjusted EBITDA¹ ($mm) $404 $386 $338 $330 $306 $365 $271 $355 $347 $311 $307 $270 CY21E CY22E CY23E CY21E CY22E CY23E % sales % margin Mgmt. 40% 38% 35% Mgmt. 35% 37% 39% Street 40% 40% 40% Street 35% 36% 36% 2 Source: Ocala management; FactSet as of 08/13/21; Note: Ocala FYE of 12/31 ¹ Adjusted EBITDA excludes SBC, acquisition costs, and other non-comparable itemsOcala financial forecast comparison Ocala management case Street consensus (for reference only) Reflects street consensus (post-unaffected date of 7/26/21) Revenue ($mm) Gross margin (%) $1,040 76% 76% 75% $902 $973 75% 74% 74% $775 $870 $773 CY21E CY22E CY23E CY21E CY22E CY23E % growth Gross profit ($mm) Mgmt. 16% 16% 15% Mgmt. $577 $668 $770 Street 16% 13% 12% Street $577 $658 $741 Operating expenses ($mm) Adjusted EBITDA¹ ($mm) $404 $386 $338 $330 $306 $365 $271 $355 $347 $311 $307 $270 CY21E CY22E CY23E CY21E CY22E CY23E % sales % margin Mgmt. 40% 38% 35% Mgmt. 35% 37% 39% Street 40% 40% 40% Street 35% 36% 36% 2 Source: Ocala management; FactSet as of 08/13/21; Note: Ocala FYE of 12/31 ¹ Adjusted EBITDA excludes SBC, acquisition costs, and other non-comparable items
Summary valuation perspectives of Ocala Implied equity value per share For reference only For reference only Discounted PV of analyst Transaction 52-week range¹ Trading multiples price targets² multiples cash flow $55.75 $54.50 $45.75 $45.00³ $41.50 Nordic offer: $41.00 $34.50 Current share price: $37.77 $35.75 $34.00 Unaffected share price: $32.71⁶ $32.75 $23.00³ $21.25 $17.50 Metrics CY22E Adj. EBITDA⁴ ($mm) NTM Revenue ($mm)⁵ Discount rate $330 $849 7.75%–8.75% Multiples (x) CY22E FV / Adj. EBITDA⁴ FV / NTM Revenue Terminal growth 18.5–24.0x 7.0–11.0x 3.0%–4.0% Source: Ocala management; FactSet as of 08/13/21; Note: Ocala FYE of 12/31; DCF assumes valuation date as of 08/03/21; DCF and transaction multiples reflect total net debt and share count as of 08/03/21, Trading multiples reflects total net debt and share count as of 06/30/21; All analyses marked as “for reference only” are illustrative and presented for informational purposes only 3 Share prices rounded to the nearest $0.25; Current share price reflects as of 08/13/21 ¹ Reflects 52-week range as of unaffected date on 07/26/21; ² Discounted one year using cost of equity of 8.75%; ³ Represents actual price targets ⁴ Adjusted EBITDA excludes SBC, acquisition costs, and other non-comparable items; ⁵ NTM as of 08/03/21; ⁶ As of unaffected date on 07/26/21Summary valuation perspectives of Ocala Implied equity value per share For reference only For reference only Discounted PV of analyst Transaction 52-week range¹ Trading multiples price targets² multiples cash flow $55.75 $54.50 $45.75 $45.00³ $41.50 Nordic offer: $41.00 $34.50 Current share price: $37.77 $35.75 $34.00 Unaffected share price: $32.71⁶ $32.75 $23.00³ $21.25 $17.50 Metrics CY22E Adj. EBITDA⁴ ($mm) NTM Revenue ($mm)⁵ Discount rate $330 $849 7.75%–8.75% Multiples (x) CY22E FV / Adj. EBITDA⁴ FV / NTM Revenue Terminal growth 18.5–24.0x 7.0–11.0x 3.0%–4.0% Source: Ocala management; FactSet as of 08/13/21; Note: Ocala FYE of 12/31; DCF assumes valuation date as of 08/03/21; DCF and transaction multiples reflect total net debt and share count as of 08/03/21, Trading multiples reflects total net debt and share count as of 06/30/21; All analyses marked as “for reference only” are illustrative and presented for informational purposes only 3 Share prices rounded to the nearest $0.25; Current share price reflects as of 08/13/21 ¹ Reflects 52-week range as of unaffected date on 07/26/21; ² Discounted one year using cost of equity of 8.75%; ³ Represents actual price targets ⁴ Adjusted EBITDA excludes SBC, acquisition costs, and other non-comparable items; ⁵ NTM as of 08/03/21; ⁶ As of unaffected date on 07/26/21
Public company trading and operating metrics For reference only For reference only For reference only For reference only Revenue CAGR Revenue growth Gross margin EBITDA margin FV / EBITDA Firm value CY19A – CY21E CY22E CY22E CY22E CY22E ($bn) Street Unaffected¹ 4 $5.9 9% 12% 76% 36% 18.8x 23.4x Street Current 4 $6.7 10% 13% 75% 36% 21.5x 26.7x (For reference only) Management 10% 16% 74% 37% $6.7 18% 10% 84% 36% 24.3x $17.1 8% 10% 71% 36% 23.5x $17.1 3 12% 9% N/A 50% 19.0x $15.1 3 NA 12% 10% 65% 23% 15.1x $14.6 15% 16% 74% 23% 26.6x $4.4 17% 16% 75% 28% 19.1x $4.0 12% 12% 80% 42% 21.0x $4.0 26% 24% 17.8x $7.2 11% 15% 2 57% 34% 23.4x $6.8 2% 8% 50% 22% 25.9x $7.2 11% 14% Source: Company filings, Ocala management; FactSet as of 08/13/21; Note: Ocala FYE of 12/31; Sorted by firm value within groupings; All analyses marked as “for reference only” are illustrative and presented for informational purposes only 2 3 4 ¹ Unaffected market date as of 07/26/21; Represents organic growth, which excludes revenue from WageWorks acquisition; Not reported; Adjusted EBITDA burdened by capitalized software (2022E capitalized software calculated as 3-yr historical average), for reference only. Inovalon EBITDA reflects adjusted EBITDA which excludes SBC, acquisition costs, and other non-comparable items 4 Healthcare tech SoftwarePublic company trading and operating metrics For reference only For reference only For reference only For reference only Revenue CAGR Revenue growth Gross margin EBITDA margin FV / EBITDA Firm value CY19A – CY21E CY22E CY22E CY22E CY22E ($bn) Street Unaffected¹ 4 $5.9 9% 12% 76% 36% 18.8x 23.4x Street Current 4 $6.7 10% 13% 75% 36% 21.5x 26.7x (For reference only) Management 10% 16% 74% 37% $6.7 18% 10% 84% 36% 24.3x $17.1 8% 10% 71% 36% 23.5x $17.1 3 12% 9% N/A 50% 19.0x $15.1 3 NA 12% 10% 65% 23% 15.1x $14.6 15% 16% 74% 23% 26.6x $4.4 17% 16% 75% 28% 19.1x $4.0 12% 12% 80% 42% 21.0x $4.0 26% 24% 17.8x $7.2 11% 15% 2 57% 34% 23.4x $6.8 2% 8% 50% 22% 25.9x $7.2 11% 14% Source: Company filings, Ocala management; FactSet as of 08/13/21; Note: Ocala FYE of 12/31; Sorted by firm value within groupings; All analyses marked as “for reference only” are illustrative and presented for informational purposes only 2 3 4 ¹ Unaffected market date as of 07/26/21; Represents organic growth, which excludes revenue from WageWorks acquisition; Not reported; Adjusted EBITDA burdened by capitalized software (2022E capitalized software calculated as 3-yr historical average), for reference only. Inovalon EBITDA reflects adjusted EBITDA which excludes SBC, acquisition costs, and other non-comparable items 4 Healthcare tech Software
Transaction multiples FV / NTM Revenue Strategic buyers Sponsor buyers For 13.9x reference only¹ 11.1x ~10.0x 9.3x 9.1x Implied FV / NTM Revenue based on Nordic offer: 8.5x² 8.1x 7.6x 7.8x 8.1x 7.9x 7.8x 7.0x 6.6x 6.3x 6.2x 5.2x 4.0x Target Acquirer Announce Date Jun-21 Apr-21 Apr-21 Aug-19 Jun-19 Jun-19 Oct-18 Jun-18 Jan-18 Apr-21 Dec-20 Nov-20 Feb-20 Oct-19 Feb-19 Feb-19 Nov-18 Firm value (bn) $7.0bn $8.5 $19.6 $2.1 $6.0 $15.7 $33.4 $5.0 $2.3 $11.3 $10.2 $1.6 $1.5 $3.8 $10.7 $3.3 $1.8 NTM Rev. growth NA 10% (3%) 14% 17% 18% 15% 5% 18% 14% 13% 8% 13% 12% 19% 5% 17% 5 Source: Company filings, FactSet, Broker research; Note: All analyses marked as “for reference only” are illustrative and presented for informational purposes only; ¹ For reference only, as sources are estimates based on press release, reflects transaction value of $7bn and pro forma revenue of $700mm+; ² NTM as of 08/03/21, reflects Ocala FV / NTM Revenue based on Ocala management case and at Nordic’s offer price of $41 / shareTransaction multiples FV / NTM Revenue Strategic buyers Sponsor buyers For 13.9x reference only¹ 11.1x ~10.0x 9.3x 9.1x Implied FV / NTM Revenue based on Nordic offer: 8.5x² 8.1x 7.6x 7.8x 8.1x 7.9x 7.8x 7.0x 6.6x 6.3x 6.2x 5.2x 4.0x Target Acquirer Announce Date Jun-21 Apr-21 Apr-21 Aug-19 Jun-19 Jun-19 Oct-18 Jun-18 Jan-18 Apr-21 Dec-20 Nov-20 Feb-20 Oct-19 Feb-19 Feb-19 Nov-18 Firm value (bn) $7.0bn $8.5 $19.6 $2.1 $6.0 $15.7 $33.4 $5.0 $2.3 $11.3 $10.2 $1.6 $1.5 $3.8 $10.7 $3.3 $1.8 NTM Rev. growth NA 10% (3%) 14% 17% 18% 15% 5% 18% 14% 13% 8% 13% 12% 19% 5% 17% 5 Source: Company filings, FactSet, Broker research; Note: All analyses marked as “for reference only” are illustrative and presented for informational purposes only; ¹ For reference only, as sources are estimates based on press release, reflects transaction value of $7bn and pro forma revenue of $700mm+; ² NTM as of 08/03/21, reflects Ocala FV / NTM Revenue based on Ocala management case and at Nordic’s offer price of $41 / share
Discounted cash flow analysis Ocala management case FYE of 12/31, ($mm) CY21E CY22E CY23E CY24E CY25E CY26E CY27E CY28E CY29E CY30E Terminal year Revenue $775 $902 $1,040 $1,200 $1,385 $1,573 $1,759 $1,935 $2,065 $2,137 $2,212 % growth 16.1% 16.4% 15.4% 15.4% 15.4% 13.6% 11.8% 10.0% 6.7% 3.5% 3.5% Adjusted EBITDA¹ $271 $330 $404 $492 $594 $675 $755 $830 $886 $917 $949 % margin 35% 37% 39% 41% 43% 43% 43% 43% 43% 43% 43% EBIT 153 210 284 372 474 546 620 692 749 786 814 % margin 20% 23% 27% 31% 34% 35% 35% 36% 36% 37% 37% Taxes (43) (59) (80) (104) (133) (153) (174) (194) (210) (220) (228) % tax rate 28% 28% 28% 28% 28% 28% 28% 28% 28% 28% 28% EBIAT $110 $151 $205 $268 $341 $393 $446 $498 $539 $566 $586 % margin 14% 17% 20% 22% 25% 25% 25% 26% 26% 26% 26% Plus: D&A 118 120 120 120 120 129 135 138 137 131 135 % of capex 181% 185% 185% 160% 139% 131% 123% 114% 106% 98% 98% Less: SBC, net of tax (23) (25) (25) (25) (25) (29) (32) (35) (38) (39) (40) % of sales 3% 3% 2% 2% 2% 2% 2% 2% 2% 2% 2% Less: Capex (65) (65) (65) (75) (87) (98) (110) (121) (129) (134) (138) % of sales 8% 7% 6% 6% 6% 6% 6% 6% 6% 6% 6% Less: Change in NWC (15) (18) (21) (24) (28) (28) (28) (26) (20) (11) (11) % change in sales 14% 14% 15% 15% 15% 15% 15% 15% 15% 15% 15% Unlevered free cash flow $124 $163 $214 $264 $322 $367 $411 $454 $490 $514 $532 % margin 16% 18% 21% 22% 23% 23% 23% 23% 24% 24% 24% Terminal growth rate 3.00% 3.50% 4.00% Discount rate 7.75% 8.25% 8.75% 7.75% 8.25% 8.75% 7.75% 8.25% 8.75% PV of cash flows $2,164 $2,113 $2,064 $2,166 $2,114 $2,065 $2,167 $2,116 $2,066 PV of terminal value 5,702 4,950 4,338 6,431 5,521 4,794 7,355 6,227 5,347 Terminal value % of total value 72% 70% 68% 75% 72% 70% 77% 75% 72% Firm value $7,866 $7,063 $6,401 $8,596 $7,636 $6,859 $9,522 $8,343 $7,414 Equity value 7,055 6,252 5,590 7,785 6,824 6,048 8,710 7,531 6,602 Implied share price $45.00 $40.00 $35.75 $49.75 $43.50 $38.75 $55.75 $48.25 $42.25 FV / 2022E Revenue multiple 8.7x 7.8x 7.1x 9.5x 8.5x 7.6x 10.6x 9.3x 8.2x FV / 2022E Adj. EBITDA¹ multiple 23.9x 21.4x 19.4x 26.1x 23.2x 20.8x 28.9x 25.3x 22.5x Implied TV / terminal Adj. EBITDA¹ 11.8x 10.7x 9.8x 13.2x 11.8x 10.7x 14.9x 13.1x 11.8x 6 Source: Ocala management; Note: Ocala FYE of 12/31; DCF assumes valuation date as of 08/03/21; Implied share prices rounded to the nearest $0.25 Reflects total net debt as of 08/03/21; ¹ Adjusted EBITDA excludes SBC, acquisition costs, and other non-comparable items DCF analysis ($mm) Free cash f low ($mm)Discounted cash flow analysis Ocala management case FYE of 12/31, ($mm) CY21E CY22E CY23E CY24E CY25E CY26E CY27E CY28E CY29E CY30E Terminal year Revenue $775 $902 $1,040 $1,200 $1,385 $1,573 $1,759 $1,935 $2,065 $2,137 $2,212 % growth 16.1% 16.4% 15.4% 15.4% 15.4% 13.6% 11.8% 10.0% 6.7% 3.5% 3.5% Adjusted EBITDA¹ $271 $330 $404 $492 $594 $675 $755 $830 $886 $917 $949 % margin 35% 37% 39% 41% 43% 43% 43% 43% 43% 43% 43% EBIT 153 210 284 372 474 546 620 692 749 786 814 % margin 20% 23% 27% 31% 34% 35% 35% 36% 36% 37% 37% Taxes (43) (59) (80) (104) (133) (153) (174) (194) (210) (220) (228) % tax rate 28% 28% 28% 28% 28% 28% 28% 28% 28% 28% 28% EBIAT $110 $151 $205 $268 $341 $393 $446 $498 $539 $566 $586 % margin 14% 17% 20% 22% 25% 25% 25% 26% 26% 26% 26% Plus: D&A 118 120 120 120 120 129 135 138 137 131 135 % of capex 181% 185% 185% 160% 139% 131% 123% 114% 106% 98% 98% Less: SBC, net of tax (23) (25) (25) (25) (25) (29) (32) (35) (38) (39) (40) % of sales 3% 3% 2% 2% 2% 2% 2% 2% 2% 2% 2% Less: Capex (65) (65) (65) (75) (87) (98) (110) (121) (129) (134) (138) % of sales 8% 7% 6% 6% 6% 6% 6% 6% 6% 6% 6% Less: Change in NWC (15) (18) (21) (24) (28) (28) (28) (26) (20) (11) (11) % change in sales 14% 14% 15% 15% 15% 15% 15% 15% 15% 15% 15% Unlevered free cash flow $124 $163 $214 $264 $322 $367 $411 $454 $490 $514 $532 % margin 16% 18% 21% 22% 23% 23% 23% 23% 24% 24% 24% Terminal growth rate 3.00% 3.50% 4.00% Discount rate 7.75% 8.25% 8.75% 7.75% 8.25% 8.75% 7.75% 8.25% 8.75% PV of cash flows $2,164 $2,113 $2,064 $2,166 $2,114 $2,065 $2,167 $2,116 $2,066 PV of terminal value 5,702 4,950 4,338 6,431 5,521 4,794 7,355 6,227 5,347 Terminal value % of total value 72% 70% 68% 75% 72% 70% 77% 75% 72% Firm value $7,866 $7,063 $6,401 $8,596 $7,636 $6,859 $9,522 $8,343 $7,414 Equity value 7,055 6,252 5,590 7,785 6,824 6,048 8,710 7,531 6,602 Implied share price $45.00 $40.00 $35.75 $49.75 $43.50 $38.75 $55.75 $48.25 $42.25 FV / 2022E Revenue multiple 8.7x 7.8x 7.1x 9.5x 8.5x 7.6x 10.6x 9.3x 8.2x FV / 2022E Adj. EBITDA¹ multiple 23.9x 21.4x 19.4x 26.1x 23.2x 20.8x 28.9x 25.3x 22.5x Implied TV / terminal Adj. EBITDA¹ 11.8x 10.7x 9.8x 13.2x 11.8x 10.7x 14.9x 13.1x 11.8x 6 Source: Ocala management; Note: Ocala FYE of 12/31; DCF assumes valuation date as of 08/03/21; Implied share prices rounded to the nearest $0.25 Reflects total net debt as of 08/03/21; ¹ Adjusted EBITDA excludes SBC, acquisition costs, and other non-comparable items DCF analysis ($mm) Free cash f low ($mm)
Appendix 7Appendix 7
Ocala forecast assumptions n Ocala management has provided J.P. Morgan a financial plan for fiscal years 2021E–2023E, an extrapolation plan for 2024E–2030E, and terminal year (“Ocala management case”) Source n Revenue: n 2021E–2025E: Grows at 16% in 2021E and 2022E and then 15% in 2023E, 2024E, and 2025E, respectively n 2026E–2030E: Growth linearly slows down from management estimate for 2025E of 15% and then decelerates to 3.5% by 2030E; terminal growth rate Revenue and provided by Ocala management profitability n Adjusted EBITDA¹ margin : assumptions n 2021E–2025E: 35%, 37%, 39%, 41%, and 43%, respectively n 2026E–2030E: Held flat at 43% through the forecast period n D&A as a % of capex decreases from 181% to 139% from 2021E–2025E and then from 2025E–2030E declines linearly from 139% to 98% n Stock-based compensation as a % of sales is 4% in each of 2021E and 2022E, then 3% from 2023E–2025E, and then held flat at 3% through the forecast period Other n Capex as a % of sales is 8% and 7% in 2021E and 2022E, respectively, and then held flat at 2023E of 6% through the forecast period n Change in net working capital as % of change in sales is 14% in each of 2021E and 2022E and then held flat at 2023E of 15% through the forecast period n Tax rate held constant at 28% through the entire forecast period 8 Source: Ocala management; ¹ Adjusted EBITDA excludes SBC, acquisition costs, and other non-comparable itemsOcala forecast assumptions n Ocala management has provided J.P. Morgan a financial plan for fiscal years 2021E–2023E, an extrapolation plan for 2024E–2030E, and terminal year (“Ocala management case”) Source n Revenue: n 2021E–2025E: Grows at 16% in 2021E and 2022E and then 15% in 2023E, 2024E, and 2025E, respectively n 2026E–2030E: Growth linearly slows down from management estimate for 2025E of 15% and then decelerates to 3.5% by 2030E; terminal growth rate Revenue and provided by Ocala management profitability n Adjusted EBITDA¹ margin : assumptions n 2021E–2025E: 35%, 37%, 39%, 41%, and 43%, respectively n 2026E–2030E: Held flat at 43% through the forecast period n D&A as a % of capex decreases from 181% to 139% from 2021E–2025E and then from 2025E–2030E declines linearly from 139% to 98% n Stock-based compensation as a % of sales is 4% in each of 2021E and 2022E, then 3% from 2023E–2025E, and then held flat at 3% through the forecast period Other n Capex as a % of sales is 8% and 7% in 2021E and 2022E, respectively, and then held flat at 2023E of 6% through the forecast period n Change in net working capital as % of change in sales is 14% in each of 2021E and 2022E and then held flat at 2023E of 15% through the forecast period n Tax rate held constant at 28% through the entire forecast period 8 Source: Ocala management; ¹ Adjusted EBITDA excludes SBC, acquisition costs, and other non-comparable items
Key updates to J.P Morgan’s analyses of Ocala June 2021 August 2021 Board presentation (Current) n Management provided projections (May 2021)n Management provided projections (August 2021) Management model n Valuation date: 03/31/21n Valuation date: 08/03/21 n 18.0–22.0x CY22E FV / Adj. EBITDAn 18.5–24.0x CY22E FV / Adj. EBITDA Trading multiples n 7.0–11.0x FV / NTM Revenuen No change Transactions multiples n Discount rate: 7.75–8.75%n Discount rate: No change n Beta range: 0.90–1.30n Beta range: No change n Risk free rate: 1.63%n Risk free rate: 1.31% Discounted cash flow Equity risk premium range: 6.00–7.00% Equity risk premium range: 6.25–7.25% nn n Cost of debt: 4.18%n Cost of debt: 3.98% n Terminal growth rate: 3.0–4.0%n Terminal growth rate: No change 9Key updates to J.P Morgan’s analyses of Ocala June 2021 August 2021 Board presentation (Current) n Management provided projections (May 2021)n Management provided projections (August 2021) Management model n Valuation date: 03/31/21n Valuation date: 08/03/21 n 18.0–22.0x CY22E FV / Adj. EBITDAn 18.5–24.0x CY22E FV / Adj. EBITDA Trading multiples n 7.0–11.0x FV / NTM Revenuen No change Transactions multiples n Discount rate: 7.75–8.75%n Discount rate: No change n Beta range: 0.90–1.30n Beta range: No change n Risk free rate: 1.63%n Risk free rate: 1.31% Discounted cash flow Equity risk premium range: 6.00–7.00% Equity risk premium range: 6.25–7.25% nn n Cost of debt: 4.18%n Cost of debt: 3.98% n Terminal growth rate: 3.0–4.0%n Terminal growth rate: No change 9
Discount rate analysis Discount rate summary Capital structure benchmarks Market cap Debt/ Levered beta Relevered Risk free rate¹ 1.31% Company ($mm) total cap Barra Historical historical² Equity risk premium 6.25% ― 7.25% Software Other software Levered beta 0.90 ― 1.30 PTC inc. $15,938 8.5% 1.254 1.609 1.603 NICE 17,771 4.0% 0.978 N/A N/A Cost of equity 6.9% ― 10.7% Black Knight 12,139 17.1% 0.875 0.853 0.792 GoDaddy 11,787 25.0% 1.094 1.283 1.117 Pre-tax cost of debt 4.0% Datto 4,605 0.0% 1.052 1.092 1.179 Post-tax cost of debt 2.9% Mimecast 4,240 2.4% 1.116 1.239 1.310 Qualys 4,489 0.0% 0.890 0.706 0.762 Debt/total cap target 10.0% Healthcare tech Calculated discount rate 6.5% ― 9.9% R1 RCM $6,546 11.1% 1.244 1.210 1.172 Health Equity 5,953 14.2% 1.293 1.681 1.626 Selected discount rate 7.75% ― 8.75% Omnicell 7,035 7.6% 0.964 1.202 1.226 Ocala³ $5,108 14.8% 0.972 1.011 0.971 Source: FactSet, Alacra Barra Beta, J.P. Morgan estimates Note: Market data as of 08/13/21; ¹ U.S. 10-year treasury bond yield as of 07/15/21; ² Historical levered beta is implied based on unlevering beta for each respective company based on their current capital structure and relevering beta based on debt/total cap target of 10.0% and 28.0% tax rate; ³ Reflects as of unaffected market date on 07/26/21 10
Summary valuation perspectives of Ocala (as presented at June 9, 2021 Board Meeting) Implied equity value per share For reference only For reference only PV of analyst Discounted 52-week range Trading multiples Transaction multiples price targets¹ cash flow $51.75 $49.25 $41.50 $41.00² $37.50 $32.50 $33.00 $31.00 $31.50 $22.00² Current share price: $32.02 $20.25 $17.50 Metrics CY22E Adj. EBITDA³ ($mm) NTM Revenue ($mm)⁴ Discount rate $330 $806 7.75%–8.75% Multiples (x) CY22E FV / Adj. EBITDA³ FV / NTM Revenue Terminal growth 18.0–22.0x 7.0–11.0x 3.0%–4.0% 11 Source: Ocala management; FactSet as of 6/8/21 Note: Ocala FYE of 12/31; PV of analyst price targets and DCF assume valuation date as of 3/31/21; Reflects total debt of $915mm and cash and cash equiv. of $129mm; DCF assumes mid-period discount convention All analyses marked as “for reference only” are illustrative and presented for informational purposes only; Share prices rounded to the nearest $0.25; Current share price reflects as of 6/8/21 ¹ Discounted one year using cost of equity of 9.0%; ² Represents actual price targets; ³ Adjusted EBITDA excludes SBC, acquisition costs, and other non-comparable items; ⁴ NTM as of 3/31/21Summary valuation perspectives of Ocala (as presented at June 9, 2021 Board Meeting) Implied equity value per share For reference only For reference only PV of analyst Discounted 52-week range Trading multiples Transaction multiples price targets¹ cash flow $51.75 $49.25 $41.50 $41.00² $37.50 $32.50 $33.00 $31.00 $31.50 $22.00² Current share price: $32.02 $20.25 $17.50 Metrics CY22E Adj. EBITDA³ ($mm) NTM Revenue ($mm)⁴ Discount rate $330 $806 7.75%–8.75% Multiples (x) CY22E FV / Adj. EBITDA³ FV / NTM Revenue Terminal growth 18.0–22.0x 7.0–11.0x 3.0%–4.0% 11 Source: Ocala management; FactSet as of 6/8/21 Note: Ocala FYE of 12/31; PV of analyst price targets and DCF assume valuation date as of 3/31/21; Reflects total debt of $915mm and cash and cash equiv. of $129mm; DCF assumes mid-period discount convention All analyses marked as “for reference only” are illustrative and presented for informational purposes only; Share prices rounded to the nearest $0.25; Current share price reflects as of 6/8/21 ¹ Discounted one year using cost of equity of 9.0%; ² Represents actual price targets; ³ Adjusted EBITDA excludes SBC, acquisition costs, and other non-comparable items; ⁴ NTM as of 3/31/21
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