Goldman Sachs Investment Banking Pitch Book

Goldman Sachs Alternatives: Overview Key Benefits Treatment of TRAS in Precedent Change of Control Transactions Key Considerations Precedent Transactions Source: Company Filings * * Full Upfront Payout per TRA Terms Simplicity Elimination of the TRA ☐ TRA accelerates and is paid TRA holder agrees to partial upfront reduction in upfront payment, but remaining payment is still made Payment requires additional upfront financing Requires buyer to underwrite the value of the acquired tax assets - Buyer exposed to risk that tax rates or taxable income drop * Could create litigation risk if viewed as differential M&A consideration to TRA holders - Likely involves special committee of target's Board VWR We Enable Science AdvancePierre Å ATHLON DERCY Foods G GRAHAM PACKAGING COMPANY NORCRAFT COMPANIES B CHANGE HEALTHCARE * * Reduced, Upfront TRA Payout * Mitigates the upfront cost May free up borrowing capacity to pay the necessary purchase price for target's equity Challenging to reach agreement if TRA holders do not stand to benefit from the M&A premium - For instance, if they no longer own material amount of target equity Still requires additional upfront financing Still requires buyer to underwrite the value of the acquired tax assets Buyer exposed to risk that tax rates or taxable income drop PLURALSIGHT ✓ x Negotiate for TRA Crystallization TRA to crystallize payments under a change of control Eliminates financing challenges for the buyer Easier to sell to the TRA holder who still gets paid for tax assets Future TRA payments may far exceed the actual tax benefits to the buyer Crystallized payments assume adequate taxable income TRA holder remains exposed to future tax reform risk - Ply Gem D Negotiate for Change of Control Waiver TRA stays in place, as if no change of control had happened No acceleration payment ✓ May be most feasible where tax assets covered by the TRA have limited value to the buyer (pro forma) and target (standalone) x Negotiation may be challenged, as TRA holders relinquish their rights to current TRA payment * TRA holders become exposed to buyer's tax planning and operations of the target business * TRA holder remains exposed to future tax reform risk DynaVox INVESTMENT BANKING DIVISION Artio Global Investors emdeon CONFIDENTIAL Full or Partial Waiver of TRA E ■TRA holders agree to forfeit their rights to current and future payments under the TRA Simplicity No acceleration payment Eliminating TRA obligation reduces ongoing complexity of TRA administration * Significant concession for TRA holder, particularly if covered tax assets have economic value for buyer UCP McAfee GreenSky FORTRESS NECE FIFTHSTREET 46

View entire presentation