Evercore Investment Banking Pitch Book

Process Considerations Potential Divestitures (cont'd) Sale of Scantron Commercial Sale of Scantron Legacy Education Sale of Global Scholar and/or Spectrum K-12 Sale of Mafco Executable w/o SH Approval? EVERCORE PARTNERS Yes Yes Yes Yes Potential Buyer Universe Strategic Financial ■ Strategic ■ Financial ■ Strategic ☐ Financial ■ Strategic ■ Financial Preliminary Draft - Confidential Comment Commercial is still a diversified business portfolio with no obvious strategic buyer ■ Separation issues and tax leakage may make this a sub- optimal altemative ■ No obvious strategic buyer ■ Separation issues and tax leakage may make this a sub- optimal altemative ■ Underperformance to plan creates risk of achieving price below amount paid 17 ■ Lack of leverage capacity of business will limit sponsor interest ■ No obvious strategic buyer ■ Possible buyer universe but secular challenges and EU regulatory risk will likely impact leverage capacity and valuation aggressiveness

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