GOVERNMENT IT SERVICES: RECOVERY & MODERNIZATION POWERSHIFT - GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021

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GOVERNMENT IT SERVICES: RECOVERY & MODERNIZATION POWERSHIFT - GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021
GOVERNMENT IT SERVICES:
RECOVERY & MODERNIZATION POWERSHIFT
GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021

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GOVERNMENT IT SERVICES: RECOVERY & MODERNIZATION POWERSHIFT - GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021
TABLE OF CONTENTS
        Key Industry Takeaways       3
        2020: Recovery &
        Transformation                4
        Transformational M&A:
        Confidence on Display        5
        Middle Market M&A:
        Strategic Imperatives Fuel
        Late Year Recovery           7
        2021 M&A Outlook:
        Robust & Highly Targeted     10
        Report Contributors          11
        Firm Track Record            12
        Endnotes                     13

CONTACT OUR GOVERNMENT IT
SERVICES INDUSTRY EXPERTS:

          David Brinkley
          Managing Director
          917-817-0375
          dbrinkley@capstonepartners.com

          Ted Polk
          Managing Director
          708-921-8961
          tpolk@capstonepartners.com
GOVERNMENT IT SERVICES: RECOVERY & MODERNIZATION POWERSHIFT - GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021
Government IT Services
                 Recovery & Modernization Powershift

“IF NECESSITY IS THE MOTHER OF INVENTION, THEN URGENCY IS THE
UNCLE OF CHANGE.” - Nell Scovell

KEY INDUSTRY TAKEAWAYS

Capstone Partners’ Aerospace, Defense, Government, & Security (ADGS) Group is pleased to share its annual
Government Information Technology (IT) Services report. Through our relationships with leading strategic
players, conversations with private business owners, and careful tracking and analysis of merger and
acquisition (M&A) activity, we have identified several key takeaways below, followed by an in-depth overview
of industry dynamics on the following pages.

   1.   The impact of COVID-19 on the federal sector will be long-lived and forced Government agencies to
        accelerate IT modernization, including cloud migration.

   2.   The incoming Biden administration is balancing a commitment to modernization with fiscal realities
        and a conventional approach to geopolitics.

   3.   Despite moderate retrenchment in public company valuations, strategic buyers and sector-focused
        private equity (PE) firms remain well capitalized and closed several notable transactions in 2020,
        aggregating more than $17 billion.

   4. M&A activity rebounded during the second half of 2020 and continues through the first quarter of
      2021 at near record levels.

   5. Deal activity focuses on high growth areas, including cyber, intelligence, data analytics, cloud and
      network computing, virtualization in training, and automation including artificial intelligence (AI) and
      machine learning (ML).

   6. A less dramatic reduction in national defense spending than some anticipate and a sustained
      emphasis on emerging technologies will sustain activity through the coming year.

Capstone Partners has developed a full suite of corporate finance solutions, including M&A advisory, debt
advisory, financial advisory, and equity capital financing to help privately owned businesses and private equity
firms through each stage of the company’s lifecycle, ranging from growth to an ultimate exit transaction.

To learn more about Capstone’s wide range of advisory services and Government IT Services industry
expertise, please contact Capstone Managing Director David Brinkley or Ted Polk.

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GOVERNMENT IT SERVICES: RECOVERY & MODERNIZATION POWERSHIFT - GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021
Government IT Services | May 2021

 2020: RECOVERY & TRANSFORMATION

In last year’s Government IT Services report, we discussed the record-breaking M&A activity that defined the
landscape over the course of 2019 until the impact of a global pandemic was internalized by market
participants in March of 2020. A year ago, we downplayed the uncertainties of the coming political season
and focused on the macroeconomic stability offered by a consistent budgetary process that had yielded
consecutive years of rational programmatic planning.

Then the clouds gathered and descended quickly and without warning. A few weeks into the shutdown, we
turned to history as our guide to ruminate on how the industry would weather this storm. We examined the
performance of U.S. Government Services (USG) stocks against the S&P 500 during two recent economic
shocks: (i) the events of 11 September 2001 and (ii) the 2008 Great Recession. In both of those instances, the
sector proved a safe haven during economic upheaval. This was once again the case through the first three
months of the pandemic.

As the initial surge faded, however, the reality of unprecedented stimulus spending aimed at bolstering the
U.S. consumer set in, compelling investors to reassess the risk to current discretionary accounts.
Consequently, since mid-June 2020, the indices diverged, with the broader market reaching new records as
USG Services stocks struggled to retain positive traction. Key earnings and revenue misses by leading firms
that failed to accurately communicate COVID-19 impact to Wall Street further complicated the picture. Prior
to the onset of the pandemic, USG Services firms were trading near record highs of 15 times trailing EBITDA
and 1.5 times trailing revenues. These metrics have since moderated to 12 times and 1.4 times, respectively.
Nonetheless, for reasons that we discuss below, there is cause for mid-term optimism encompassing both
domestic and international geopolitics.

Most importantly, underneath this pedestrian performance, the pandemic was affecting how government
executives conceived of implementing business processes in fundamental ways that will be long lived. The
business of government took on new urgency as the nation grappled with a national crisis; in response,
agencies were forced to rapidly accelerate IT modernization efforts, most notably: (i) cloud computing and IT-
as-a-service, (ii) data analytics, (iii) agile software development, (iv) automation, ML, and AI, and (v)
cybersecurity and zero trust networking. While these efforts are as yet incomplete and progress has been
uneven across disparate organizations, the path is set and a period of technological powershift is underway.
This dynamism in turn placed new emphasis on strategic acquisitions to obtain the critical capabilities,
expertise, and contracts necessary to push innovation across the broader market.

             U.S. Government Services Valuation Index                                                                                         U.S. Government Services Index vs. S&P

                    Mean EV/TTM Revenue                          Mean EV/TTM EBITDA                                                                   % Change S&P 500                                           % Change USG Services

                                                                                                                                           40%
             1.8x                                                                           18x
             1.6x                                                                           16x                                            30%

             1.4x                                                                           14x                                            20%
                                                                                                                       Percentage Change

             1.2x                                                                           12x                                             10%
EV/Revenue

                                                                                                  EV/EBITDA

             1.0x                                                                           10x
                                                                                                                                            0%
             0.8x                                                                           8x
                                                                                                                                           -10%
             0.6x                                                                           6x
                                                                                                                                           -20%
             0.4x                                                                           4x
             0.2x                                                                           2x                                             -30%

             0.0x                                                                           0x                                             -40%
                                                                                                                                                                                                                                            Jan-21
                                                                                                                                                           Apr-20
                                                                                                                                                                    May-20
                                                                                                                                                                             Jun-20
                                                                                                                                                                                      Jul-20
                                                                                                                                                                                               Aug-20

                                                                                                                                                                                                                 Oct-20
                                                                                                                                                  Mar-20

                                                                                                                                                                                                        Sep-20

                                                                                                                                                                                                                          Nov-20
                                                                                                                                                                                                                                   Dec-20

                                                                                                                                                                                                                                                     Feb-21
                                                                                                                                                                                                                                                              Mar-21
                    Jan-14

                             Jan-15

                                                        Jan-18

                                                                          Jan-20

                                                                                   Jan-21
                                      Jan-16

                                               Jan-17

                                                                 Jan-19

                                                                                                              U.S. Government IT Services index includes: BAH, CACI, ICFI, LDOS, MANT, PRSP,SAIC,
                                                                                                                                                                                Source: Capital IQ

                                                                                                                                                                                                                                                                       4
GOVERNMENT IT SERVICES: RECOVERY & MODERNIZATION POWERSHIFT - GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021
Government IT Services | May 2021

      TRANSFORMATIONAL M&A: CONFIDENCE ON DISPLAY

     The powershift created new opportunities for opportunistic and strategic consolidation by the most
     aggressive market participants. Leading firms announced nearly $17 billion in scaled transaction value over the
     course of 2020 in four transactions that are reshaping the competitive landscape. This activity approaches
     the frenetic pace witnessed in 2015 and 2018.

     Two of these transactions closed in the first quarter of 2020 before the pace of deal making slowed amid the
     uncertainty created by both the pandemic and a chaotic election season, the latter throwing into fierce
     contest not only the White House but the balance of power in the Senate as well. SAIC (NYSE:SAIC) acquired
     the federal business of Unisys (NYSE:USI) for $1.2 billion, bringing infrastructure modernization, cloud migration,
     managed services, and IT-as-a-service. In addition, Veritas Capital purchased the state and local health and
     human services business of DXC Technology (NYSE:DXC) for $5 billion and rebranded it Gainwell.

     Leaning into the dominant themes discussed here, in December and January 2021, Veritas-backed Peraton
     completed two significant acquisitions aggregating more than $10 billion. In the first, it acquired the federal IT
     and mission support business of Northrop Grumman, a business providing advanced technology solutions
     that include cybersecurity, data analytics, cloud development, and advanced engineering. In the second, it
     acquired publicly traded Perspecta (NYSE:PRSP), a business Veritas had taken public in June of 2018. The
     combination with Perspecta lends Peraton the scale and breadth to compete with the largest firms in the
     Government IT sector: Leidos (NYSE:LDOS), Booz Allen Hamilton (NYSE:BAH) and General Dynamics (NYSE:GD).

                                                    Transformation Transaction Volume and Value
                                                        Total Enterprise Value        No. Transactions
                                 $30                                                                                                           10
                                                                                                                                               9
                                 $25
EV in Billions of U.S. Dollars

                                                                                                                                               8

                                                                                                                                                    Number of Transactions
                                               $19.1B                                                                                          7
                                 $20
                                                                                         $18.0B                                                6
                                                                                                                               $16.9B
                                 $15                                                                                                           5
                                                                                                                                               4
                                 $10
                                                                                                             $7.4B                             3
                                                              $5.2B
                                                                                                                                               2
                                  $5
                                                                                                                                               1
                                       $0.9B                              $0.7B
                                 $0                                                                                                            0
                                       2014    2015          2016          2017           2018               2019             2020*
                                                                                  *Includes January 2021 purchase of Perspecta (NYSE:PRSP) by Peraton
                                                                                                                                    Source: Capital IQ

                                                                                                                                                                             5
GOVERNMENT IT SERVICES: RECOVERY & MODERNIZATION POWERSHIFT - GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021
Government IT Services | May 2021

GOVERNMENT IT SERVICES: TRANSFORMATIONAL TRANSACTIONS
2013 – Q1 2021, $ in millions

  Date                                                                         Pro Forma TTM        EBITDA                    EV/TTM
 Closed   Type   Target               Buyer                 Seller              Rev       EBITDA Margin %        EV        Rev      EBITDA

 Jan-21   M&A    Peraton              Perspecta             Public             $4,546     $644      14.2%      $7,274      1.6 x     11.3 x

 Dec-20   M&A    Peraton              NG Federal IT         Northrop Grumman   $2,300     $265       11.5%     $3,400      1.5 x    13.0 x

 Mar-20   M&A    Veritas Capital      DXC State & Local HHS DXC Technology     $1,400     undisc.   undisc.    $5,000      3.6 x    undisc.

 Feb-20   M&A    SAIC                 Unisys Federal        Unisys             $689        $92      13.4%      $1,200      1.7 x    13.0 x

 Dec-19   M&A    Dynetics             Leidos                Private            $1,000     undisc.   undisc.    $1,650      1.7 x    undisc.

 Nov-19   M&A    PAE                  Gores Holdings (SPAC) Platinum Equity    $2,739      $145      5.3%      $1,550      0.6 x    10.7 x

                 AECOM Managed        LG / American
 Oct-19   M&A                                               AECOM              $3,700     $200       5.4%      $2,400      0.6 x    12.0 x
                 Services             Securities

 Apr-19   M&A    KeyW                 Jacobs Engineering    Public             $495        $39       7.8%       $921       1.9 x    23.8 x

 Mar-19   M&A    LGS / Mastadon       CACI                  Madison / CoVant   $480        $82       17.1%      $835       1.7 x    10.2 x

 Sep-18   M&A    Engility             SAIC                  Public             $1,917      $178      9.3%      $2,450      1.3 x    13.7 x

 Jun-18   IPO    Perspecta            IPO                   Veritas Capital    $4,200     $683      16.3%      $4,422      1.1 x     6.5 x

 May-18   M&A    PWC Public Sector    Veritas Capital       PWC                 $451       $60      13.3%      undisc.    undisc.   undisc.

 Apr-18   M&A    General Dynamics     CSRA                  Public             $5,064      $841     16.6%      $9,871      1.9 x     11.7 x

 Feb-18   M&A    ECS Federal          On Assigment          Private/LG         $586        $70      12.0%       $775       1.3 x     11.0 x

 Apr-17   M&A    Harris IT Services   Veritas Capital       Harris Corp        $1,070      $86       8.0%       $690       0.6 x     8.1 x

 Aug-16   M&A    LM IS&GS             Leidos                LM                 $5,140     $488       9.5%      $4,600      0.9 x     9.4 x

 Feb-16   M&A    L-3 NSS              CACI                  L-3                $1,032      $68       6.6%       $561       0.5 x    10.6 x

 Nov-15   IPO    CSRA                 IPO                   CSC                $5,459     $909      16.7%      $8,207      1.5 x     9.0 x

 Aug-15   M&A    SRA                  SRA International     CSCGov             $1,400      $196     14.0%      $1,390      1.0 x    10.6 x

 Aug-15   M&A    Novetta              Carlyle               ACP                undisc.    undisc.   undisc.    undisc.    undisc.   undisc.

 May-15   M&A    Websense             Raytheon              Vista Equity        $375       $75      20.0%      $2,300      6.1 x    30.7 x

 May-15   M&A    Exelis               Harris                Public             $3,277      $515     undisc.    $4,730      1.4 x     9.2 x

 May-15   M&A    Scitor               SAIC                  LG&P               $604        $91      15.0%       $961       1.6 x    10.6 x

 Feb-15   M&A    TASC                 Engility              KKR/GA             $1,100      $90      undisc.    $1,100      1.0 x    12.2 x

 Nov-14   M&A    Blackbird            Raytheon              Private            undisc.    undisc.   undisc.     $420     undisc.    undisc.

 Sep-14   IPO    Vectrus              IPO                   Exelis             $1,245      $69       5.5%       $219       0.2 x     3.2 x

 May-14   M&A    QinetiQ NA           Vencore               QinetiQ            $740        $38       5.1%       $215       0.3 x     5.7 x

 Sep-13   IPO    Leidos               IPO                   SAIC               $6,307     $822      13.0%      $4,773      0.8 x     5.8 x

                                                                               Source: Capital IQ, PitchBook, FactSet, and Capstone Research

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GOVERNMENT IT SERVICES: RECOVERY & MODERNIZATION POWERSHIFT - GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021
Government IT Services | May 2021

MIDDLE MARKET M&A: STRATEGIC
IMPERATIVES FUEL LATER YEAR RECOVERY
The acceleration of widespread IT modernization                                                   Quarterly Transaction Volume
over the course of 2020 resulted in new
imperatives for executives and investors to access                                   45
emerging capabilities that are increasingly                                          40

                                                         Number of Transactions
required to drive innovation in the Government
market. As a consequence, after a brief hiatus due                                   35
                                                                                                                                       29
to the initial COVID surge, M&A activity picked up                                   30
in the second half of the year, culminating in a                                     25          22                                                 21
robust fourth quarter that witnessed 29
transactions in the sector, a near record. This                                      20
activity has continued into the first quarter of 2021,                                15                                  13
on pace with the Q1 2020.                                                                                     10
                                                                                      10
Viewed with an historical lens, the recovery of the                                    5
M&A market in the second half of 2020 was                                             0
dramatic enough to bring the year’s volume to                                                  1Q20       2Q20           3Q20         4Q20         1Q21
near record levels, with 74 Government IT and
services      middle      market       transactions
consummated. Deal activity in year-to-date 2021                                                      Annual Transaction Volume
indicates the prevailing trend has taken hold:
aggressive, growth-oriented firms are buying into                                    140
the fast currents defining the outlines of a new
industry structure.                                                                  120
                                                            Number of Transactions

                                                                                  100
When we analyze completed deals by buyer type,                                                                                                       84
                                                                                                                               78         74
we note the aggressive involvement of strategic                                      80
                                                                                                         59         63
acquirers and private equity groups with sector
                                                                                     60         52
specialization. Non-traditional acquirers from
outside the industry receded amid uncertainty and                                    40
weaker valuations of publicly traded peers.
                                                                                     20
Active strategic buyers comprised 62% of
                                                                                      0
acquirers from January 2020 to March 2021. These
included Leidos’ acquisitions of Gibbs & Cox and                                              2016       2017      2018        2019     2020       1Q21
                                                                                                                                                   Ann.*
1901 Group; Vectrus’ (NYSE:VEC) acquisitions of
Zenetex and HBB Systems; Tetra Tech’s
(Nasdaq:TTEK) acquisitions of BlueWater and
Segue Technologies; and ManTech’s (Nasdaq:                                                                Buyer Breakdown
MANT) acquisitions of Tapestry Technologies and                                                        January 2020-March 2021
Minerva Engineering.
                                                                                                                          5%
Specialized private equity (PE) accounted for a
third of deal volume, including deals by PE-backed                                         Strategic
portfolio companies. The most active PE firms                                                                      20%
                                                                                           Financial
were AE Industrial Partners (acquiring Linkware,
PCI, Greenzone, and Ambit Group), the Carlyle                                              PE-Backed
Group (acquiring Two Six Labs and IST Research),                                           Diversified             13%                    62%
DC Capital-backed Owl Cyber Defense (acquiring
Trident and Tresys), Veritas (acquiring Northrop’s
Federal IT business), Arlington Capital-backed
BlueHalo (acquiring Fortego and Base2), and                                                                                                      *Annualized
Enlightenment Capital (acquiring Hart and Artlin                                                           Source: Capital IQ, Company earnings reports and
                                                                                                                            press releases, Capstone research
Consulting).
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GOVERNMENT IT SERVICES: RECOVERY & MODERNIZATION POWERSHIFT - GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021
Government IT Services | May 2021

MIDDLE MARKET M&A (CONTINUED)

We have discussed at length in years past the utility of looking past the macroeconomics of the overall
industry, as stable as it is (the Fiscal Year 2021 budget increases topline IT spending at least $1.5 billion over FY
2020 levels of $116 billion1) to the segments that exhibit the highest growth in real terms. Never has this been
more true than at the present time, as renewed energy is applied to governmentwide modernization and next
generation IT systems drive business process innovation.

The expertise required to drive sustained transformation, as ever, is resident in the highest performing middle
market businesses. The majority of these private enterprises are either founder owned or backed by private
equity and venture capital investors committed to the sector. It will come as no surprise then, that the middle
market transactions closed in 2020 directly reflect IT modernization priorities. The powershift focused the
acquisition lens over the past year and buyers became more selective.

Targeted segments comprised:

1.    Diversified IT services. Firms that possess a complete suite of IT services and include areas of primary
      emphasis including Software as a Service, IT-as-a-Service, cloud and distributed computing, data
      analytics, and cybersecurity dominate the deal population and represent the maturation of the space in
      response to ubiquitous demand for broad-based IT modernization and the automation of agency
      processes and workflows. Companies in this population also hold coveted contract slots on prime
      vehicles and strategic Government Wide Acquisition Contracts (GWACs) increasingly favored by
      acquisition executives. These deals represented 42% of the middle market transactions closed over the
      past five quarters.

2.    Cloud computing. Growth estimates for federal spending on cloud computing are 10% per annum, with
      total investment eclipsing $8.5 billion by FY20232. The adoption of distributed architectures
      necessitated by Work From Home (WFH) mandates over the past year will likely result in even larger
      investments. Firms that specialize in transitioning workflows based on fundamental understanding of
      native business processes, and the application of cloud technologies to existing systems, are in high
      demand. Through 2020 and year-to-date 2021, 13% of sector middle market deals were specialty cloud
      computing, provisioning, engineering, and consulting firms.

                                            M&A Transactions by Subsector
                                                 January 2020-March 2021

                                                                    Cyber
                                                                     9%

                               Diversified IT
                                 Services                                        Cloud Computing 13%
                                   42%

                                                                                    Intelligence
                                                                                        19%

                                         Software 13%                    Healthcare IT
                                                                              4%

                                                            Source: Capital IQ, Company earnings reports and press releases, Capstone research

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GOVERNMENT IT SERVICES: RECOVERY & MODERNIZATION POWERSHIFT - GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021
Government IT Services | May 2021

MIDDLE MARKET M&A (CONTINUED)

3.    Intelligence operations and support. The contracting approaches taken by the Intelligence
      Community (IC) support innovation within its contracting base by right-sizing technology-based
      contracts for emerging firms. These firms leverage security credentials and unique technical expertise
      to win coveted prime contracts. The FY2021 budget request maintains $85 billion in spending across the
      17 intelligence agencies3. Intelligence firms made up 19% of the deals since January 2020 and remain an
      area of high interest.

4.    Agile software and AI/ML. Agile software development, machine learning (ML) and artificial intelligence
      (AI) are evolving rapidly to embrace the sophistication of real-world applications, including the messy
      business of interfacing with arcane legacy systems and processes. As automation matures and
      engineering discipline is applied to ML operations (MLOps), these capabilities are becoming
      transformative to a broader set of constituents. The pressing need to “do more with less” is driving
      investment in AI; federal spending growth estimates exceed 50% annually4. Specialty software
      development firms with these capabilities accounted for 13% of transactions over the past five quarters.

5.    Cybersecurity and operations. As distributed computing networks expand, federal government attack
      surfaces necessarily proliferate, amplifying risk. Cybersecurity has been one of the fastest growing
      segments within the federal IT budget for the past decade. While the FY2021 budget request for
      unclassified cybersecurity represents a modest decline to $18.8 billion5, we anticipate this to increase
      significantly via supplemental funds. Offensive and classified cybersecurity spending represent
      additional opportunities for well-positioned contractors. These companies comprised 9% of middle
      market transaction volume since the beginning of 2020. It should be noted that many of the firms in the
      Diversified IT Services category also offer sophisticated cyber capabilities.

2021 M&A OUTLOOK: ROBUST & HIGHLY TARGETED

As of this writing, the Biden administration has not yet released its detailed budget request for FY2022, which
is expected within weeks. The markets have already priced in relative weakness in defense spending (DoD
accounts for two thirds of total federal IT spending), due to: (i) competing Democratic domestic priorities, and
(ii) increasing pressure on discretionary accounts as the bill comes due for $5.3 trillion in pandemic stimulus.
We have a moderated view as history does not support the easy narrative of a Democratic White House
deemphasizing defense and understand the administration to hold conventional views of international
engagement. This last was on display as Secretary of State Antony Blinken’s confronted his Chinese
counterpart during his first official trip to Asia last month. Regardless of the push and pull of domestic politics,
the threat environment is likely to define the mid-term outlook for defense.

While it is early days, there are indicators of what to expect in the coming year, and they point to a deepening
of the developments that drove consolidation in the sector over the latter half of 2020. As the powershift
extends, trends to watch include:

1.    Sustained commitment to IT modernization, including civilian agencies. The incoming administration
      sent a strong signal on its commitment to modernization by funding the Technology Modernization Fund
      (TMF) at $1 billion as part of the 2021 stimulus bill. This investment represents a 3,900% increase over
      the paltry $25 million annual budget the program has received since its creation in 2017. Powerful Hill
      Democrats had asked for $9 billion. Discussion of delaying and/or suspending repayment obligations will
      accelerate the deployment of funds to bring modernization across the federal government’s arcane and
      disparate legacy systems. Additional incremental investments include $200 million for the U.S. Digital
      Service, $150 million for the Federal Citizen Services Fund and $25 million for Agriculture to expand
      mobile access. $100 million is also allocated to state workforce agencies for fraud prevention and the
      Department of Labor is using supplemental funds to upgrade systems recently tested by the need to
      support extended unemployment benefits payments for prolonged periods of time.6

                                                                                                                       9
GOVERNMENT IT SERVICES: RECOVERY & MODERNIZATION POWERSHIFT - GOVERNMENT IT SERVICES INDUSTRY UPDATE | MAY 2021
Government IT Services | May 2021

2021 M&A OUTLOOK: ROBUST & HIGHLY TARGETED

2.   Emerging technologies. Not limited to AI, MLOps engineered to bring automation to business
     processes and Robotic Process Automation (RPA) to enhance the efficiency of the government
     workforce, will proliferate. Agile software development, cloud computing, and IT- and Software-as-a-
     Service will streamline workflows and connect collaborating, but geographically dispersed, organizations.
     Advances in data processing and analytics will empower decision-making in compelling ways.

3.   Continued investment in cyber. While the outgoing administration’s FY2021 budget request for
     unclassified cybersecurity was flat, the classified investment in both offensive and defensive cyber
     remains among the highest bipartisan investment priorities. The Biden administration communicated its
     support by allocating an additional $650 million for DHS’ Cybersecurity and Infrastructure Agency
     (CISA) as part of the American Rescue Plan.7 We anticipate the FY2022 budget will contain substantial
     investments in cyber operations to assure competitiveness within this rapidly evolving, increasingly
     strategic, battlespace.

4.   Primacy of GWACs. Annual contract obligations funded through governmentwide vehicles have
     expanded from $12 billion in FY2010 to more than $20 billion in FY20208. The flexibility that these
     vehicles offer government acquisition officials is now a part of the industry’s firmament. Accordingly,
     these vehicles will continue to be utilized for transformational projects. Holders of coveted slots on
     these vehicles that are not restricted by size or other award basis present strategic value.

5.   Strong, effective leadership driving CMMC. In response to multiple high profile, and many more low
     profile, but very damaging, data breaches within the U.S. defense industrial base, the DoD unveiled its
     long-awaited Cybersecurity Maturity Model Certification (CMMC) in summer 2019. How the framework
     will be instituted effectively has been a bit of question mark until just a few days ago, when long-time
     friend and former client Matthew Travis (Capstone represented the firm he founded, Obsidian, in its sale
     to the Cadmus Group in 2016) was named CEO of the CMMC Accreditation Body (CMMC-AB). Travis
     comes to the organization after serving as Deputy Director for DHS Cybersecurity and Infrastructure
     Agency (CISA). We could be not be more confident that his experience, both in industry and
     government, and his leadership will chart a clear path to a safeguarded industrial base.

As we close these pages, we reflect on the challenges our community has faced over the past year, both
personal and professional. As ever, we marvel at the ingenuity of the entrepreneurs, innovators, and disrupters
we are privileged to represent. For these renegades, who are focused on transforming the business of
government, assuring tactical mission succuss, and preserving and extending our national competitiveness in
cyberspace, the capital markets remain accommodating. Our active M&A processes are extremely
competitive, resulting in enduring partnerships and record valuations. As we enter a season of renewal,
Capstone stands prepared to assist you in realizing your most ambitious goals.

                                                                                                                  10
Government IT Services | May 2021

GOVERNMENT IT SERVICES REPORT CONTRIBUTORS

                     David Brinkley
                     Managing Director
                     dbrinkley@capstonepartners.com | 917-817-0375

                     David brings 20 years of experience executing over $1 billion in strategic transactions
                     for middle market firms in the Aerospace, Defense, and Government sectors. David is
                     widely recognized for his industry expertise, which encompasses intelligence and
                     national security activities and applied advanced technologies. In addition, David holds
                     unique security credentials that enable him to advise on the most sensitive
                     government transactions. David also serves as a subject matter expert to the Office of
                     the Secretary of Defense on matters pertaining to the financial health of the U.S.
                     defense industrial base and on Pentagon-sponsored technology investments. Prior to
                     joining Capstone Partners, David founded Castellum Capital Advisors, a boutique
                     investment bank providing advisory services to middle market firms engaged in the
                     national security sector. Castellum Capital served as exclusive financial advisor on
                     several high-profile transactions, including large scale corporate divestitures and niche
                     intelligence acquisitions. Prior to founding Castellum Capital, David served as Managing
                     Director of Aronson Capital Partners, where he managed the firm’s buy and sell-side
                     investment banking engagements. While at Aronson Capital, David completed
                     transactions featuring prominent government services and technology firms active in
                     international security, intelligence, and defense, with publicly-traded firms based both
                     in the U.S. and internationally, and with leading private equity sponsors. He obtained his
                     BS in International Relations from Georgetown University’s School of Foreign Service
                     and an MBA in Finance from Columbia University. He is a Series 63 Registered Uniform
                     Securities Agent and a Series 79 Registered Investment Banking Representative.

                     Ted Polk
                     Managing Director
                     tpolk@capstonepartners.com | 708-921-8961

                     Ted is a Managing Director at Capstone, based out of Chicago. Previously, Ted was
                     also a Managing Director in Morgan Stanley’s Capital Strategies Group and with Citi
                     Capital Strategies. He has over 25 years of transactional experience in various service
                     and product categories, such as training and simulation. Transactions he has led have
                     been the recipient of multiple industry awards including Cross-Border Middle-Market
                     Deal of the Year, Middle-Market M&A Financing Deal of the Year, Middle-Market Deal of
                     the Year, Professional Services Deal of the Year, Corporate M&A Deal of the Year and
                     USA Recapitalization Deal of the Year. Previously, Mr. Polk worked at Valuemetrics, Inc.
                     and in the Corporate Banking Group at The Bank of New York. Ted received his BSBA
                     degree from Georgetown University and MBA from the University of Chicago. He is a
                     Chartered Financial Analyst (CFA), a Series 7 and 63 Registered Securities
                     Representative, and a Series 24 Registered Securities Principal.

   2020                   2020                   2020                   2020                     2019
                           MID-MARKET           MIDDLE MARKET            CORPORATE
INVESTMENT BANKING                                                                          INVESTMENT BANKING
                      INVESTMENT BANKING       INVESTMENT BANK         RESTRUCTURING
  FIRM OF THE YEAR                                                                            FIRM OF THE YEAR
                        FIRM OF THE YEAR          OF THE YEAR         FIRM OF THE YEAR

                                                                                            INTERNATIONAL AWARDS

                                                                                                                   11
Government IT Services | May 2021

FIRM TRACK RECORD

  HAS BEEN ACQUIRED BY            HAS BEEN ACQUIRED BY                 HAS BEEN ACQUIRED BY

                                                                         AN UNDISCLOSED
                                                                         STRATEGIC BUYER

     HAS PARTNERED WITH           HAS BEEN ACQUIRED BY                 HAS BEEN ACQUIRED BY

                                                                      Command System, Inc.

 HAS BEEN ACQUIRED BY             HAS BEEN ACQUIRED BY                 HAS BEEN ACQUIRED BY

 “    The entire Capstone team made a tremendous effort to understand the
      uniqueness of SCI and provide the appropriate guidance and advice that directly

                                                                ”
      attributed to maximizing the value of the acquisition.

                                                         John Ashton,
                                                         General Manager & Executive VP of SCI

                                                                                                 12
Government IT Services | May 2021

ENDNOTES

1.      Alex Rossino, GovWin IQ, “Federal Information Technology Market, 2020 – 2022 – GovWin IQ,” https://iq-
        govwin.com/neo/marketAnalysis/view/Federal-Information-Technology-Market-2020-2022/, accessed March 9,
        2021.
2.      Frank Konkel, Nextgov, “Federal Cloud Spending Tops $6.6 Billion,” https://www.nextgov.com/it-
        modernization/2021/02/federal-cloud-spending-tops-66-billion/171865/, accessed March 10, 2021.
3.      Congressional Research Service, “Defense Primer: Budgeting for National and Defense Intelligence,”
        https://crsreports.congress.gov/product/pdf/IF/IF10524, accessed March 10, 2021.
4.      Jon Harper, National Defense Magazine, “Federal AI Spending to Top $6 Billion,”
        https://www.nationaldefensemagazine.org/articles/2021/2/10/federal-ai-spending-to-top-$6-billion, accessed
        March 10, 2021.
5.      John Skye, Gov Win IQ, “The FY 2021 Budget Sustains Cybersecurity Funding, But Could Growth Be Slowing,”
        https://iq.govwin.com/neo/marketAnalysis/view/The-FY-2021-Federal-Budget-Sustains-Cybersecurity-Funding-
        But-Growth-Could-Be-Slowing/, accessed March 9, 2021.
6.      Jason Miller, Federal News Network, “Technology Modernization Fund on Track to Receive Biggest Pay Day Ever,”
        https://federalnewsnetwork.com/reporters-notebook-jason-miller/2021/Technology-modernization-fund-on-
        track-to-receive-biggest-pay-day-ever/, accessed March 29, 2021.
7.      Natalie Alms, Justin Katz, Adam Mazmanian, Federal Computer Week, “Biden Signs Rescue Bill, Boosting TMF and
        Adding Pandemic Relief for Feds,” https://fcw.com/articles/2021/03/12/rescue-act-recap-biden-signs.aspx
8.      Daniel Snyder, Bloomberg Government, “Federal Contract Spending: Five Trends in Five Charts,”
        https://about.bgov.com/news/federal-contract-spending-five-trends-in-five-charts/, accessed March 9, 2021.

                                         Common Goals. Uncommon Results.

     Disclosure
     This report is a periodic compilation of certain economic and corporate information, as well as completed and announced merger and
     acquisition activity. Information contained in this report should not be construed as a recommendation to sell or buy any security. Any
     reference to or omission of any reference to any company in this report should not be construed as a recommendation to buy, sell or
     take any other action with respect to any security of any such company. We are not soliciting any action with respect to any security
     or company based on this report. The report is published solely for the general information of clients and friends of Capstone
     Partners. It does not take into account the particular investment objectives, financial situation or needs of individual recipients.
     Certain transactions, including those involving early-stage companies, give rise to substantial risk and are not suitable for all investors.
     This report is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not
     be relied upon as such. Prediction of future events is inherently subject to both known and unknown risks and other factors that may
     cause actual results to vary materially. We are under no obligation to update the information contained in this report. Opinions
     expressed are our present opinions only and are subject to change without notice. Additional information is available upon request.
     The companies mentioned in this report may be clients of Capstone Partners. The decisions to include any company in this report is
     unrelated in all respects to any service that Capstone Partners may provide to such company. This report may not be copied or
     reproduced in any form or redistributed without the prior written consent of Capstone Partners. The information contained herein should
     not be construed as legal advice.

                                                                                                                                                    13
Capstone Partners is one of the largest and most active independently-owned
investment banking firms in the United States. Over the past 20 years, thousands
  of business owners, investors, and creditors have trusted us to help guide their
     strategic decisions and maximize financial outcomes at every stage of the
                                corporate lifecycle.

  MIDDLE                       FULL                    SUPERIOR                    TOP                     ESTABLISHED
  MARKET                      SERVICE                   CLIENT                   RANKED                       BRAND
  FOCUS                     CAPABILITIES               RESULTS                PERFORMANCE                  REPUTATION

                     A DIFFERENT KIND OF FIRM. BUILT FOR THE MIDDLE MARKET.

         Mergers &                 Capital                    Financial                Special ESOP
         Acquisitions              Advisory                   Advisory                 Situations Advisory
                                                                                                  &
                                                                                       Restructuring

         •   Sell-side Advisory                               • Transaction Advisory   •   Special Situations
                                   • Equity Advisory          • Interim Management
         •   Buy-side Advisory     • Debt Advisory                                     •   Turnaround
         •   Recapitalizations                                • Performance            •   Restructuring
                                   • Infrastructure Finance     Improvement
         •   Mergers & Joint                                                           •   Bankruptcy
             Ventures                                         • Valuation Advisory
                                                                                       •   Insolvency
                                                              • Litigation Support

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          218                      $12.5B                                           30%                                  6th
   M&A transactions                   aggregate                                     of our deals                   globally ranked for
  completed in 2020               transaction value                                  are cross-                    deals under $500m
                                                                                       border

               $65.1M                                           51                                       65%
                     average                       deals involving foreign                          completed with a
                   transaction                      private equity firms                            European partner
                      value

     United States                                                        International

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