HUMAN CAPITAL MANAGEMENT - INDUSTRY UPDATE | WINTER 2022 - Industry Update Winter 2022

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HUMAN CAPITAL MANAGEMENT - INDUSTRY UPDATE | WINTER 2022 - Industry Update Winter 2022
HUMAN CAPITAL
MANAGEMENT
INDUSTRY UPDATE | WINTER 2022
HUMAN CAPITAL MANAGEMENT - INDUSTRY UPDATE | WINTER 2022 - Industry Update Winter 2022
Houlihan Lokey Human Capital Management
Houlihan Lokey is pleased to present its Human Capital Management (HCM) Industry Update for winter 2022.
Once again, we are happy to share industry insights, a public markets overview, a snapshot of relevant macroeconomic
indicators, transaction announcements, and related details. We believe this newsletter will provide you with the most
important and relevant information you need to stay up to date with the HCM industry.
If there is additional content that you would find useful for future updates, please do not hesitate to contact us with your
suggestions.
Regards,

                           Thomas Bailey                                    Andrew Shell                                         Pat O’Brien                                            Jon Harrison                                           Arthur Callaghan
                           Managing Director                                Sr. Vice President                                   Vice President                                         Managing Director                                      Director
                           TBailey@HL.com                                   AShell@HL.com                                        POBrien@HL.com                                         JHarrison@HL.com                                       Arthur.Callaghan@HL.com
                           404.495.7056                                     404.495.7002                                         404.495.7042                                           +44 (0) 20 7747 7564                                   +44 (0) 20 7484 4085

                                                                                 Larry DeAngelo—Head of Business Services                                                                                   R.B. McCutcheon—Senior Vice President
   HCM Team and                                                                  LDeAngelo@HL.com                                                                                                           RMcCutcheon@HL.com
   Additional Contacts                                                           404.495.7019                                                                                                               404.495.7059

   Alex Scott—Associate                                                          Bennett Tullos—Associate                                                     Mike Bertram—Associate                                                           John Quirk—Associate
   AScott@HL.com                                                                 BTullos@HL.com                                                               MBertram@HL.com                                                                  JQuirk@HL.com
   404.926.1609                                                                  404.926.1619                                                                 404.495.7040                                                                     404.926.1621

   Will Mahaffey—Analyst                                                         Sean DeLaney—Analyst                                                         Elizabeth Feldman—Analyst                                                        Rebecca Tinkler—Analyst
   WMahaffey@HL.com                                                              SDeLaney@HL.com                                                              EFeldman@HL.com                                                                  RTinkler@HL.com
   404.495.7034                                                                  404.926.1615                                                                 404.926.1637                                                                     404.926.1636

                                                               Human Capital Management—Coverage by Subsector

            Staffing and                                                    VMS/MSP/                                             Talent Management                                                             Payroll/                                               HR Consulting/
            Recruitment                                                       RPO                                                 and Development                                                               PEO                                                   Benefits Admin

Select Advised Transactions

                                                                                                                                                                                                                                                                            Funds managed by affiliates of
                                                                                                                                                        a portfolio company of funds           a portfolio company of
                                                                                                                                                        managed by affiliates of
                                      a portfolio company of                a portfolio company of Platform       a portfolio company of                                                                                             a portfolio company of
                                                                            Partners and a consortium of
has acquired                                                                investors                                                                   has acquired
                                                                                                                                                                                               has been acquired by                                                         has acquired

                                                                            has been acquired by
                                      has been acquired by                                                        has been acquired by                                                                                               has been acquired by
                                                                                                                                                        a portfolio company of
                                                                                                                                                                                               a portfolio company of

                   Buyside Advisor                       Sellside Advisor                      Sellside Advisor                      Sellside Advisor                      Buyside Advisor                        Sellside Advisor                       Sellside Advisor                       Buyside Advisor

                                      a portfolio company of                                                      a portfolio company of
INFOR BUSINESS UNIT                                                         a portfolio company of
                                                                                                                                                                                                                                                                            has sold its majority stake in
                                                                                                                                                                                                                                     a portfolio company of
a portfolio company of                                                                                                                                  has been acquired by an affiliate of
                                      has merged with                                                             has been acquired by
                                                                                                                                                                                               has been acquired by

has been acquired by                                                        has been acquired by
                                      a portfolio company of                                                                                                                                                                         has been acquired by                   to Management and
                                                                                                                  a portfolio company of

                   Sellside Advisor                      Sellside Advisor                      Sellside Advisor                      Sellside Advisor                      Sellside Advisor                       Sellside Advisor                      Sellside Advisor                        Sellside Advisor

Tombstones included herein represent select transactions closed from 2019 forward.                                                                                                                                                                                                                                 2
HUMAN CAPITAL MANAGEMENT - INDUSTRY UPDATE | WINTER 2022 - Industry Update Winter 2022
Houlihan Lokey is the trusted advisor to more
                                      top decision-makers than any other independent
                                      global investment bank.

  No.1
                                                                                                2021 All U.S. Transactions

                                          M&A
                                                                                1      Houlihan Lokey                               301
                                          Advisor                               2      Goldman Sachs                                285

   For Seven Straight Years                                                     3      JP Morgan                                    282

   All U.S. Transactions                                                        4      Jefferies                                    199

   All U.S. Transactions 2015, 2016, 2017, 2018, 2019,
                                                                                5      Morgan Stanley                               185
   2020, and 2021                                                                      Source: Refinitiv

  2021 M&A Advisory Rankings                     2020 M&A Advisory Rankings                         2019 M&A Advisory Rankings
  All U.S. Business Services Transactions        All U.S. Business Services Transactions            All U.S. Business Services Transactions
         Advisor                        Deals
                                                        Advisor                       Deals                Advisor                        Deals
  1      Houlihan Lokey                 36
                                                 1      Houlihan Lokey                17            1      Houlihan Lokey                 24
  2       JP Morgan                      25
                                                 2       Generational Equity          13            2       Raymond James Financial Inc   13
  3       Robert W Baird & Co Inc        22
                                                 2       Jefferies LLC                13            2       Lincoln International         13
  4       Goldman Sachs & Co             21
  5       Canaccord Genuity Grp Inc      16
                                                 4       JP Morgan                    12            4       Generational Equity           12

  5       William Blair & Co             16      4       Evercore Partners            12            5       William Blair & Co            10
 Source: Refinitiv.                             Source: Refinitiv.                                 Source: Refinitiv.

As a market-leading business services advisory firm, Houlihan Lokey
has more than 90 dedicated business services professionals throughout
the United States and internationally to match the global needs of its
clients.

                                                                                                                                                  3
HUMAN CAPITAL MANAGEMENT - INDUSTRY UPDATE | WINTER 2022 - Industry Update Winter 2022
Select Houlihan Lokey M&A Transactions
                                       A&M Capital Partners is focused on middle-market control transactions in
                                       North America with total assets under management of $2.5 billion.

                                       P2P Staffing (P2P) is a leading provider of professional staffing, locum
                                       tenens staffing, and solutions through its TekPartners and MPLT
                                       Healthcare (MPLT) brands. P2P provides IT staffing, professional services,
 has acquired
                                       and infrastructure solutions through its TekPartners brand and provides
                                       physician and advanced practice provider staffing through locum, locum-to-
                                       perm, and direct hire options through its MPLT division. P2P maintains six
                                       offices across the United States, with branches in Florida, North Carolina,
                                       and Wisconsin. P2P was founded in 2002 and is based in Boca Raton,
                                       Florida.

                    Buyside Advisor    Houlihan Lokey served as financial advisor to A&M Capital Partners.

January 2022

                                       Addison Group is a leading, Chicago-based professional services firm
                                       specializing in talent solutions and consulting. Founded in 1999, Addison
                                       Group offers a full suite of resources across the technology, finance and
                                       accounting, non-clinical healthcare, administration, human resources, and
 a portfolio company of                digital marketing industries. Its talent solutions include professional staffing
                                       services and recruiting and executive search, and its leading consulting
                                       brands include AIM Consulting, Bridgepoint Consulting, DLC, and ArcLight.

                                       Trilantic North America is a private equity firm focused on investments in
 has been acquired by
                                       the North American region, primarily within the consumer, business
                                       services, and energy sectors.

                                       Houlihan Lokey served as financial advisor to Addison Group and Odyssey
                    Sellside Advisor   Investment Partners.

January 2022

                                       GHR is a leading provider of healthcare staffing services, offering travel
                                       nursing, local nursing, per diem nursing, allied health, behavioral health,
                                       education, information technology, managed services, interim leadership,
                                       and permanent placement services to healthcare facilities nationwide. GHR
 a portfolio company of Platform       operates three national divisions across a broad geographic footprint of 11
 Partners and a consortium of          locations built through acquisition and organic expansion. GHR has helped
 investors
                                       thousands of healthcare facilities, school districts, and community-based
                                       organizations meet their staffing needs over the past 28 years.
 has been acquired by

                                       MidOcean Partners is a premier New York–based alternative asset
                                       manager specializing in middle-market private equity and alternative credit
                                       investments. Since its inception in 2003, MidOcean Partners has targeted
                                       investments in the consumer and business services sectors.
                    Sellside Advisor
                                       Houlihan Lokey served as financial advisor to GHR.
December 2021

                                                                                                                          4
HUMAN CAPITAL MANAGEMENT - INDUSTRY UPDATE | WINTER 2022 - Industry Update Winter 2022
Select Houlihan Lokey M&A Transactions (cont.)
                                       Founded in 2010, American Health Staffing Group (AHSG), a leading
                                       provider of healthcare talent and technology solutions, provides travel
                                       nursing, allied health, pharmacy, dialysis, interim leadership, managed
                                       services, non-clinical, and SaaS technology solutions in thousands of
 a portfolio company of                healthcare locations in all 50 states. AHSG offers two proprietary SaaS
                                       technology platforms, including Trio VMS, a vendor management system
                                       designed to address complex operations for all healthcare talent, and
                                       Insight ATS+, the first healthcare-specific applicant tracking system
                                       delivering recruiters high-quality and efficient management systems
 has been acquired by
                                       throughout the full recruitment and placement process.

                                       Littlejohn & Co. is a Connecticut-based investment firm focused on private
                                       equity and debt investments primarily in middle-market companies.
                    Sellside Advisor
                                       Houlihan Lokey served as the exclusive financial advisor to AHSG and
November 2021                          BelHealth Investment Partners.

                                       EmployBridge provides value-added workforce solutions and job
                                       opportunities through focused specialty divisions. EmployBridge is
                                       recognized by Staffing Industry Analysts as America's largest industrial
 a portfolio company of funds          staffing firm.
 managed by affiliates of

                                       Hire Dynamics is a top provider of light industrial workforce solutions in the
 has acquired
                                       Southeastern United States. Hire Dynamics is among the top 1% of more
                                       than 22,000 staffing companies as a winner of ClearlyRated's "Best of
                                       Staffing® for Client and Talent Satisfaction" for 12 consecutive years.
 a portfolio company of                Through approximately 70 locations, Hire Dynamics specializes in
                                       manufacturing, logistics/e-commerce, contact center, and office support.

                                       Apollo is a high-growth, global alternative asset manager.
                    Buyside Advisor
                                       Houlihan Lokey served as financial advisor to EmployBridge and Apollo.
November 2021

                                       Ettain group (ettain), one of the largest IT resourcing and services
                                       providers in North America, delivers talent solutions across its technology,
                                       healthcare IT, digital, professional, and government practice areas.
                                       Founded in 1996, ettain has 28 offices located in 24 key regions across
 a portfolio company of                North America and is consistently recognized as a leader in the space.
                                       Ettain is a proud recipient of ClearlyRated’s Best of Staffing Diamond
                                       Award for both client and talent satisfaction for 10 consecutive years.

                                       ManpowerGroup (Manpower), a leading global workforce solutions
 has been acquired by
                                       company, helps organizations transform in a fast-changing world of work
                                       by sourcing, assessing, developing, and managing the talent that enables
                                       them to win.

                    Sellside Advisor   Houlihan Lokey served as the exclusive financial advisor to ettain group
                                       and A&M Capital Partners.
October 2021

                                                                                                                        5
HUMAN CAPITAL MANAGEMENT - INDUSTRY UPDATE | WINTER 2022 - Industry Update Winter 2022
HCM Spotlight: The Great Resignation

Wage Inflation Serving as Both a Cause and Effect of the Great Resignation

More people quit their job in 2021 than during any previous year                              Key Drivers of Recent Turnover(1)
since the Bureau of Labor Statistics began tracking quit rates in
2000, a phenomenon that has become known as the Great                                                            Wage                                Cultural
                                                                                                               Inflation                           Misalignment
Resignation and has continued into 2022. In December 2021,
the LTM quit rate (the % of the workforce that voluntarily
                                                                                                              Job                                     Increased
left their job) reached a record 32.5%, compared to the                                                    Insecurity                                  Burnout
average annual quit rate of 26.4% for the 2016–2019 period.
                                                                                                           COVID-19                                   Lack of
While most notable among employees who work in fields that
                                                                                                           Concerns                                 Recognition
have experienced extreme increases in demand due to the
pandemic, such as healthcare, retail, and food services, the                                  Monthly Quits vs Nominal Wage(2)
exodus is part of a much broader trend across all sectors of
the economy.                                                                                                      Nonfarm Quits (thousands)                    Nominal Wage
                                                                                              5,000                                                                           $35.0
A recent MIT Sloan Management Review article analyzed data                                                                                                                    $32.5
                                                                                              4,000
from Glassdoor and found that while compensation is a factor                                                                                                                  $30.0
                                                                                              3,000
contributing to the increased turnover many companies have                                                                                                                    $27.5
seen in recent months, it is only one of many reasons cited. In                               2,000
                                                                                                                                                                              $25.0
particular, cultural misalignment, job insecurity, and                                        1,000                                                                           $22.5
burnout are some of the best predictors of individual company
                                                                                                  0                                                                           $20.0
attrition while controlling for industry.                                                             Jan-18 Jul-18 Jan-19 Jul-19 Jan-20 Jul-20 Jan-21 Jul-21

High transparency in prevailing market wages gives employees                                  Rolling LTM Quit Rate(2)
a firm understanding of what they can earn in a new job. To
help stem departures and retain talent, employers have been                                                                       Rolling LTM Quit Rate
                                                                                               35%
forced to offer even more competitive compensation and
benefit packages. The result is wage inflation serving as both                                 30%

a cause and effect of the Great Resignation.
                                                                                               25%

Evolving Demands of Labor and Expectations of Clients                                          20%
Open Diverse Possibilities for HCM Firms
                                                                                               15%
                                                                                                      Jan-18   Jul-18   Jan-19   Jul-19   Jan-20   Jul-20   Jan-21   Jul-21
A significant effect of the Great Resignation has been wage
inflation of a level not seen in many years. For companies
providing outsourced human capital, this represents both an                                   Select Quotes from Staffing Executives
opportunity and a threat. Employers are seeking to minimize
                                                                                               “Just like in any recovery in any labor market
labor costs while recognizing that previously competitive                                      where there is high wage inflation, you can
salaries may no longer be sufficient to maintain headcount.                                    see the churn rate and the resignation rates
                                                                                               go up.”
Firms with strong market positions that are able to effectively                                           Jonas Prising, ManpowerGroup CEO, Dec. 2021(3)
pass along costs will be able to benefit from an increased bill
rate-to-pay rate spread. However, those that are not able to                                   “While wage inflation is elevated, we're
                                                                                               certainly able to pass that through and
effectively navigate these complexities may suffer, with                                       expand our gross margins.”
possible hits to fill rates and margins.                                                                           Keith Waddell, Robert Half CEO, Jan. 2022(4)

(1) “Toxic Culture Is Driving the Great Resignation,” MIT Sloan Management Review, January 2022.
(2) U.S. Bureau of Labor Statistics. (3) Yahoo Finance interview. (4) Robert Half Q4 2021 earnings call.                                                                              6
HUMAN CAPITAL MANAGEMENT - INDUSTRY UPDATE | WINTER 2022 - Industry Update Winter 2022
HCM M&A Activity
2021 HCM Transactions by Category

                                                                                                       2021 saw record transaction
                                                                                                       volumes as valuations were
                                                         17%
                                                                                                       elevated above historical norms.
                                                                                                       The largest segment of HCM
                                                                                                       transactions was for firms
                        41%                                                                            providing talent acquisition
                                                                     11%
                                         357                                                           technology. This segment is
                                     Transactions                                                      experiencing significant tailwinds,
                                                                                                       as companies have adjusted their
                                                                 10%                                   hiring practices during the
                                                                                                       pandemic.

                                      6%                 8%                                            Information technology and
                                               7%
                                                                                                       healthcare have been particularly
                                                                                                       active sectors the past 12 months,
      Talent Acquisition Technology                    Healthcare Staffing
                                                                                                       with a combined 68 transactions.
                                                                                                       Other professional staffing assets
      Multiple Professional Staffing                   IT Staffing
                                                                                                       (e.g., F&A and Creative) are also
      Permanent Placement                              Industrial Staffing                             continuing to experience strong
      All Other Categories                                                                             demand.

Yearly HCM Transaction Volume

  2021 saw 357 transactions, which represents an increase of 33% compared to 2020. This is also
  significantly above the preceding five-year average of HCM M&A activity of 267 transactions per year
  for the 2016 to 2020 period.
  Companies with a strong growth profile, dedicated management team, and diversified yet entrenched
  customer base are highly sought after by both financial and strategic buyers.

                                                                                                                    33% Growth

                                                                                                                                 357
                                                                                       324
                                                              316
                                                                                                             269
                                     235
            192

           2016                     2017                     2018                     2019                   2020                2021
Sources: S&P Capital IQ, Staffing Industry Analysts, Mergermarket, public company filings, press releases.
Note: Represents global M&A activity.                                                                                                        7
Historical Performance and 2021 Trends
                                                                                                                  Select Averages
       Denotes Recession
                                                                                                   All       02–07      07–12      5 Yrs      LTM
                                                             EV/EBITDA Staffing Index              9.5x      10.1x       8.1x       9.8x      10.7x
                                                             Temp Employment (000s)               2,539      2,431      2,279      2,815      2,728
                                                             Temp Penetration                    1.84%       1.82%      1.70%      1.91%      1.87%

                                                                                                                                                9.9x
                                                                                                                                                1.87%
                                                                                                                                                2.79M

    2000               2003               2006               2009               2012               2015               2018             2021

               EV/NTM EBITDA Staffing Index(1)                          Temporary Employment                     Temporary Penetration Rate

Following the volatility in temporary employment in the U.S. in 2020 due to the varied responses to COVID-19, key
indicators largely stabilized in 2021.
The U.S. temporary penetration rate settled at 1.87% in December 2021, above its average of 1.84% since 2000. Nonfarm
employment rose by just 199,000 jobs in December, signaling a slowdown to the recovery made since the beginning of the
year. In recent years, many continental European countries have seen temporary staffing penetration rates well into the
double digits. However, these rates have softened in recent quarters for many countries. While the labor market of each
country may differ in key ways, we view the relatively lower U.S. rate as a sign that there is room for further expansion.
The Staffing Index shown above reflects a EV/NTM EBITDA multiple of 9.9x as of December 2021. Since 2000, the multiple
has averaged 9.5x, reaching a peak in January 2000 and a low in December 2008. Although expansion has been tempered
in recent months by the spread of the Delta and Omicron variants, valuations remain above pre-pandemic levels. Falling
unemployment globally, coupled with lower infection rates, is supporting the heightened multiples.

Key Market Trends

  Global Economies Show Robust                         M&A Resilient With Abundance
                                                                                                            Historic Levels of Dry Powder
            Recovery                                       of Interested Buyers

     Economies continued to show                     The 357 HCM transactions in 2021 vs.                 Armed with brisk fundraising and nearly
    remarkable strength in recovery,                     the 269 transactions in 2020                      $2.3 trillion in dry powder, global PEs
 propelled by capital markets at all-time            demonstrate the market strength that is                are expected to continue driving the
    highs and falling unemployment.                          continuing into 2022.                             unabated dealmaking space.

    Competition for Select Assets                         Cheap Capital Fueling M&A                            Investors Keep an Eye on
        Driving Valuations                                        Activity                                        Inflation and Rates

  Valuations are on the rise in a market                 Low interest rates and a friendly                 Investors are keeping a close eye on
   filled with buyers holding cash and               environment for capital raising are fueling          interest rates, with inflation rates rising
  looking to acquire assets to enhance               M&A activity; U.S. and Europe leveraged              globally, as regulators decide their next
          competitive advantages.                     at 5.3x and 5.5x EBITDA, respectively.                                steps.

(1) Staffing Index comprises North America, the United Kingdom, Europe, APAC, and rest of world (RoW) select public
comps (see “Public Comps—Trading and Operating Performance” on page 15 for additional detail).                                                          8
Debt Capital Markets
Trends in Loan Statistics
                                                                    United States
                                                                                                1,272                                      ($ in billions)
           Leveraged Loan New Issuances                    Deal Count
                                                                                                           1,105                               1,131
                                            948          904
                              794                                       735     787                                                             $789
                                                                                                                      722
                   601                                                                          $650       $624                   638
                                           $607
    478                      $465                       $528                   $482                                   $492
                   $375                                             $433                                                         $393
   $236

   2010            2011      2012          2013         2014        2015       2016             2017       2018       2019       2020           2021
Average PF Total Debt/EBITDA
   3.9x      4.4x      4.6x                 4.7x         4.9x           4.7x    5.0x             5.0x      5.2x       5.2x       5.1x           5.3x

                                                                           Europe
          Leveraged Loan New Issuances                     Deal Count                                                                      ($ in billions)
                                                                                                 272
                                                                                                                                                238
                                                         206                                               195
                                            189                         176     176                                   169
                   140                                                                                                           147            $155
                                                                                                $136
    102                       105                       $106                                               $115
                                            $89                                 $77                                   $91
                   $60                                                  $70                                                      $74
    $57
                              $36

   2010            2011      2012          2013         2014        2015       2016             2017       2018       2019       2020           2021
Average PF Total Debt/EBITDA
   4.2x      4.4x      4.5x                 4.7x         5.0x           5.0x    4.9x             5.1x      5.4x       5.3x       5.3x           5.5x

Recent Issuances and Notable Transactions
($ in millions)

                                                                                         Structure                   1st Lien   2nd Lien
                                                                                                                                                Total
  Date            Borrower          Sponsor(s)             Use                                                        LIBOR      LIBOR
                                                                                                                                              Leverage
                                                                    Total       RC             1st Lien   2nd Lien   Spread      Spread
                                                     Recap/
Jan-22    Vaco Holdings       Olympus Partners                      $740        $40              $700        --        500         --             --
                                                     Dividend
                              Trilantic Capital
Jan-22    Addison Group                              LBO            $590        $65              $525        --        425         --             --
                              Partners
          EmployBridge
Nov-21                        Apollo Management Acquisition         $200            --           $200        --        475         --             --
          Holding Co.
          CHG Healthcare
Sep-21                        Leonard Green          Recap          $1,730      $150            $1,580       --      375–400       --             --
          Services
          Cornerstone
Sep-21                        Clearlake Capital      LBO            $2,418      $300            $2,118                 400         --             --
          OnDemand

Aug-21    Alight Solutions    Blackstone             Acquisition    $525            --           $525        --        300         --             --

          System One
Aug-21                        Oaktree Capital        Refinancing    $320            --           $320        --        400         --             --
          Holdings

Jul-21    EmployBridge        Apollo                 LBO            $1,025      $300             $725        --        475         --             --

Feb-21    TriNet              --                     Refinancing    $500        $500             $90         --         --         --             --

          trustaff and Fastaff Cornell Capital and
Feb-21                                               LBO            $575        $50              $575        --        425         --             --
          Travel Nursing       Trilantic
          System One
Jan-21                         Oaktree Capital       LBO            $335        $45              $290        --        450         --             --
          Holdings

Source: S&P Global Market Intelligence.                                                                                                                      9
Global Employment Statistics

International Comparison: Unemployment Rates(1)

                                              7.4%
                          7.0%

                                                                                                         4.1%                3.9%
                                                                  3.2%
                                                                                     2.7%

                       Eurozone             France             Germany              Japan                 U.K.               U.S.

Global unemployment rates continued to decline through December 2021 despite the spread of the Omicron
COVID-19 variant at the end of the year. The OECD predicts unemployment rates will continue their
improvement and reach 5.5% for its 38 member countries by the end of 2022.

International Comparison: Temporary Penetration Rates(2)

                         15.7%               15.8%

                                                                 11.2%

                                                                                                         6.0%

                                                                                     2.5%
                                                                                                                             1.9%

                       Eurozone             France             Germany              Japan                 U.K.               U.S.

Penetration trends in Europe varied country by country over 2021 but remained high overall as a result of
stringent protections around permanent employment, causing employers to be more cautious about hiring full-
time employees. U.S. penetration has generally increased since the financial crisis and stood at 1.9% as of
December 2021.

Sources: Bureau of Labor Statistics (U.S.), Eurostat, Office for National Statistics (U.K.), Statistics Bureau (Japan), OECD, SIA.
Note: Eurozone comprises the following countries: Austria, Belgium, Cyprus, Estonia, Finland, France, Germany, Greece, Ireland,
Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia, and Spain.
(1) U.K. data as of October 2021; all others as of December 2021.
(2) Japan and U.S. data as of December 2021; all others as of September 2021.                                                        10
U.S. Macroeconomic Indicators

Nonfarm Employment and YoY Change                                            Temp Employment and Penetration
          Nonfarm Employment (thousands)               YoY Change                     Temp Employment (thousands)         Temp Penetration Rate
155,000                                                          12%         3,500                                                         2.2%
150,000                                                          8%                                                                        2.0%
                                                                             3,000
                                                                 4%
145,000                                                                                                                                    1.8%
                                                                 0%          2,500
140,000                                                                                                                                    1.6%
                                                                 (4%)        2,000
135,000                                                                                                                                    1.4%
                                                                 (8%)
130,000                                                                      1,500                                                         1.2%
                                                                 (12%)
125,000                                                          (16%)       1,000                                                         1.0%
           07 08 09 10 11 12 13 14 15 16 17 18 19 20 21                              07 08 09 10 11 12 13 14 15 16 17 18 19 20 21

Source: U.S. Bureau of Labor Statistics.                                     Source: U.S. Bureau of Labor Statistics.

December 2021 nonfarm employment reached 149.0                               The temporary penetration rate, which measures
million, recording a monthly increase of 199,000, a                          temporary employment as a percentage of total
tepid rise compared to the strong gains made since                           nonfarm employment, increased from 1.84% in
May 2021. The 199,000 increase compares to the                               December 2020 to 1.87% in December 2021.
median gain of 220,000 per month over the previous                           Temporary employment was 2.79 million in December
five years. Higher overall employment is a driver of                         2021, an increase of 5.7% since December 2006. A
HCM revenue.                                                                 higher temporary penetration rate signifies a larger
                                                                             market for HCM businesses.

Unemployment Rate and Participation                                          Real and Nominal Wage Growth
          U3 (headline unemployment rate)   Labor Force Participation Rate                    Nominal Wage              Real Wage CPI
                                                                    68%      $34
15%
                                                                             $32                                                          $31.31
                                                                    66%
13%                                                                          $30
                                                                    64%      $28
11%
                                                                    62%      $26
  9%
                                                                             $24                                                         $22.55
  7%                                                                60%
                                                                             $22
  5%                                                                58%      $20
  3%                                                                56%      $18
       07 08 09 10 11 12 13 14 15 16 17 18 19 20 21                                07 08 09 10 11 12 13 14 15 16 17 18 19 20 21

Source: U.S. Bureau of Labor Statistics.                                     Source: U.S. Bureau of Labor Statistics.

The unemployment rate was 3.9% in December                                   Nominal wages have grown 52.2% since December
2021, while labor force participation (LFP) was                              2006, with the average hourly wage rate coming in at
61.9%. The LFP rate dropped sharply during the first                         $31.31 in December 2021, a 4.7% increase over the
few months of the pandemic before making a partial                           rate a year prior. Real wages decreased 2.3% over
recovery during 2020 and continuing to inch higher                           the same period. Wage growth is a fundamental
through 2021. Just how long the participation rate will                      contributor to the HCM market, especially the staffing
stay at these relatively depressed levels is up for                          segment.
debate.

                                                                                                                                                   11
M&A Market Intelligence
Global M&A Activity
($ in trillions)
                                                           Value of Deals             Number of Deals

                                                                                                                                            64,408

                                                                                                 51,818     51,652        50,490 49,450
                                                                                     48,269                                                 $5.87
                                                                          46,319
                   42,825    42,212                            42,324
       40,048                           39,889     38,191
                                                                            $4.14                            $4.08
                                                                                                                          $3.73
                                                               $3.41                  $3.46      $3.34                             $3.44

                    $2.42    $2.55       $2.44      $2.37
        $1.98

        2009        2010      2011       2012       2013        2014        2015      2016        2017       2018         2019     2020     2021

Global M&A activity continued to grow at a record pace, with transaction values and volumes in 2021 reaching
record levels. The increase in deal value partially reflects an environment in which buyers are willing to pay
premiums for assets with competitive advantages and technologies after conserving capital during the
beginning of 2020. Deal volumes increased 30.2% in 2021 compared to 2020. As businesses continue to move
forward from the pandemic in an environment with easy access to capital, dealmaking is expected to continue,
with the focus remaining on value creation and top-line growth.

U.S. M&A Activity
($ in trillions)
                                                           Value of Deals             Number of Deals

                                                                                                                                            16,167

                                                                                                 13,605
                                                                                                            12,891                 12,430
                                                                                     11,537                               11,621            $2.55
                                                                          10,807
                                                              10,232
                            8,630       8,807      9,132
      7,901        8,319                                                  $1.82                              $1.80        $1.70
                                                               $1.49                  $1.59
                                                                                                 $1.33                             $1.34
                            $1.04                  $1.03
      $0.75        $0.78                $0.81

      2009         2010      2011       2012        2013       2014         2015      2016        2017       2018          2019    2020      2021

The U.S. experienced significant M&A activity in 2021, with transaction values nearly doubling from 2020. Deal
volume increased 30.1% in 2021 vs. 2020, on similar lines with global levels. The significant number of deals
combined with elevated valuations resulted in transaction values growing a staggering 90% in 2021 compared
to 2020. Deals are accelerating in a fiercely competitive M&A market, with an abundance of willing sellers
exiting at premium multiples. The SPAC rush in the first half of 2021 also contributed to the heightened activity
in the space, and with the substantial number of SPACs still competing for acquisitions with strategics and
sponsors, transaction volumes are expected to continue their uptrend.

Source: Refinitiv.
Notes: Regional breakdowns are by target and are based on total number of transactions. Includes minority equity deals,
equity carve-outs, exchange offers, open market repurchases, and deals with undisclosed transaction values.                                          12
Public Comps—Segment Composition and Performance
         North America                    United Kingdom                        Europe               APAC and RoW

      AMN Healthcare                      Hays                             Adecco                    Career International

      ASGN                                Impellam Group                   Allgeier                  HRnetGroup

      BG Staffing                         PageGroup                        Amadeus FiRe              LIKE

      Computer Task Group                 Robert Walters                   Brunel                    MEITEC

      Cross Country Healthcare            Staffline Group                  Groupe CRIT               OUTSOURCING

      Heidrick & Struggles                SThree                           Randstad                  Pasona Group

      Kelly Services                      Count: 6                         Synergie                  PERSOL

      Kforce                                                               Count: 7                  Recruit Holdings

      Korn Ferry                                                                                     BeNext-Yumeshin

      ManpowerGroup                                                                                  Trust Tech

      RCM Technologies                                                                               UT Group

      Robert Half                                                                                    Count: 11

      TrueBlue

      Count: 13

Public Equity Markets Performance: Two-Year Change in EV/NTM EBITDA
The recent public markets decline has put a damper on an otherwise strong period of valuation appreciation
experienced since the initial sell-off of the early pandemic days.

                             North America            United Kingdom            Europe      APAC and RoW
18.0x                            (5.7%)                       (0.6%)           11.5%               11.1%

15.0x

12.0x                                                                                                                       11.7x

  9.0x                                                                                                                       8.4x
                                                                                                                             8.3x
                                                                                                                             7.1x
  6.0x

  3.0x
     Feb-20          May-20        Aug-20            Nov-20       Feb-21        May-21    Aug-21      Nov-21            Feb-22

Source: S&P Capital IQ.                                                                                                             13
Public Comps—Benchmarking Analysis

Margin: 2022E EBITDA Margin
Margin projections for 2022 are elevated above historical levels, with cost optimizations undertaken during a
difficult 2020 and recent wage inflation offering an opportunity to boost to rate spreads.
Median 2022E: 7.2%
    7.4%                       7.7%                                                                                                               7.7%
                 7.2%                                                                                                         7.1%      6.9%
                                                                        5.4%         5.4%          5.4%         5.8%
                                            4.2%          4.6%

  5-Yr Avg     3-Yr Avg       2022E        5-Yr Avg     3-Yr Avg       2022E       5-Yr Avg      3-Yr Avg       2022E       5-Yr Avg   3-Yr Avg   2022E

           North America                          United Kingdom                                 Europe                            APAC and RoW

Growth: 2021–2022E Revenue
Staffing revenues are expected to continue on their growth trajectory, supported by tight labor markets
associated with the Great Resignation and further reductions in pandemic restrictions increasing demand.
Median 2021–2022E: 8.4%
                                                                       13.3%
                                                                                                                             12.2%
                                                                                                                                                  10.2%

                               6.8%                                                                             8.3%
                                             5.5%                                                                                       5.4%
    3.9%         3.7%
                                                           2.3%                                    2.8%
                                                                                     1.9%

    5-Yr          3-Yr          ‘21–         5-Yr         3-Yr          ‘21–          5-Yr         3-Yr          ‘21–         5-Yr       3-Yr     ‘21–
   CAGR          CAGR           ‘22E        CAGR         CAGR           ‘22E         CAGR         CAGR           ‘22E        CAGR       CAGR      ‘22E

           North America                          United Kingdom                                 Europe                            APAC and RoW

Multiple: Enterprise Value/2022E EBITDA
Valuation multiples at the start of 2022 are slightly below historical averages, with anticipated monetary policy
changes depressing valuations. Current levels indicate robust near-term growth expectations.
Median 2022E: 7.9x
                                                                                                                               9.5x               10.0x
    8.9x          8.8x                                                                8.6x         8.4x                                  8.9x
                                8.2x                      8.1x
                                             7.8x                       7.3x
                                                                                                                 7.2x

  5-Yr Avg     3-Yr Avg       2022E        5-Yr Avg     3-Yr Avg       2022E       5-Yr Avg      3-Yr Avg       2022E       5-Yr Avg   3-Yr Avg   2022E

           North America                          United Kingdom                                 Europe                            APAC and RoW

Source: S&P Capital IQ.
Note: Select firms are in process of reporting full-year 2021 earnings; therefore, select figures reflect estimates for Q4 2021.                          14
Public Comps—Trading and Operating Performance
($ in millions, except per share data)                     Stock         % of                                                                         EBITDA               EV/               ’21–’22E

                                                           Price       52-Week         Market     Enterprise                 EBITDA                   Margin              EBITDA             Revenue

Company                                  Sector           2/2/2022       High          Cap.           Value           2021            2022E    2021       2022E     2021         2022E        Growth

North America                                                                                                                                                                                     *

Robert Half International     Professional        $117.00            96.8%       $12,808        $12,443        $799             $979          12.4%      13.5%    15.6x      12.7x       12.6%

ASGN                          Professional        115.47             87.6%       6,016          6,433          473              516           11.9%      12.0%    13.6       12.5        8.4%

ManpowerGroup                 Diversified         107.16             85.7%       5,812          6,369          659              806           3.2%       3.7%     9.7        7.9         4.7%

AMN Healthcare                Healthcare          103.26             80.0%       4,882          5,616          634              544           16.5%      13.8%    8.9        10.3        2.7%

Korn Ferry                    Executive Search    67.66              79.9%       3,682          3,473          499              503           20.5%      19.0%    7.0        6.9         9.0%

Kforce                        Professional        68.38              83.9%       1,388          1,397          124              131           7.9%       8.0%     11.3       10.7        3.9%

TrueBlue                      Diversified         26.53              80.6%       941            891            93               108           4.3%       4.6%     9.6        8.3         6.8%

Heidrick & Struggles          Executive Search    43.74              87.4%       857            591            134              124           13.7%      12.7%    4.4        4.8         (0.7%)

Cross Country Healthcare      Healthcare          22.16              72.9%       842            960            161              125           9.6%       7.7%     6.0        7.7         (2.8%)

Kelly Services                Diversified         17.04              63.2%       671            710            72               124           1.4%       2.3%     9.9        5.8         7.0%

BG Staffing                   Diversified         14.03              83.0%       146            192            21               24            6.8%       7.2%     9.3        8.2         6.9%

Computer Task Group           Diversified         9.06               77.6%       139            131            16               20            4.2%       4.9%     8.0        6.7         2.3%

RCM Technologies              Diversified         6.90               55.2%       72             82             9                10            4.6%       4.7%     9.4        8.4         8.6%

Average                                                              79.5%                                                                    9.0%       8.8%     9.4x       8.5x        5.4%

Median                                                               80.6%                                                                    7.9%       7.7%     9.4x       8.2x        6.8%

United Kingdom                                                                                                                                                                           *

Hays                          Diversified         $2.00              81.7%       $3,349         $3,065         $285             $382          3.4%       4.0%     10.7x      8.0x        14.1%

PageGroup                     Diversified         8.11               86.7%       2,561          2,463          291              338           12.5%      12.7%    8.5        7.3         14.2%

SThree                        Diversified         6.65               80.5%       895            864            94               109           5.3%       5.4%     9.2        8.0         13.3%

Robert Walters                Diversified         9.83               81.4%       715            636            99               111           7.1%       7.1%     6.4        5.7         13.1%

Impellam Group                Diversified         6.80               95.7%       308            345            0                0             NM         NM       NM         NM          NM

Staffline Group               Diversified         0.76               60.1%       124            102            19               21            1.5%       1.6%     5.3        4.8         4.6%

Average                                                              81.0%                                                                    6.0%       6.1%     8.0x       6.8x        11.9%

Median                                                               81.6%                                                                    5.3%       5.4%     8.5x       7.3x        13.3%

Europe                                                                                                                                                                                   *

Randstad                      Diversified         $69.11             90.5%       $12,713        $12,991        $1,534           $1,682        5.6%       5.8%     8.5x       7.7x        4.9%

The Adecco Group              Diversified         48.83              67.2%       8,484          9,195          1,188            1,343         5.0%       5.2%     7.7        6.8         8.3%

Amadeus FiRe                  Professional        193.35             81.9%       1,106          1,244          101              109           23.9%      23.5%    12.4       11.5        9.8%

Synergie                      Diversified         38.68              82.2%       928            811            169              185           5.6%       5.8%     4.8        4.4         6.0%

Groupe CRIT                   Diversified         77.13              88.5%       856            606            122              144           5.3%       5.8%     5.0        4.2         7.2%

Brunel                        Diversified         12.57              90.5%       634            543            62               75            6.1%       6.7%     8.7        7.2         8.8%

Allgeier                      Diversified         55.65              81.4%       633            717            47               73            10.3%      13.1%    15.3       9.8         22.9%

Average                                                              83.2%                                                                    8.8%       9.4%     8.9x       7.4x        9.7%

Median                                                               82.2%                                                                    5.6%       5.8%     8.5x       7.2x        8.3%

APAC and RoW                                                                                                                                                                                      *

Recruit                       Diversified         $50.81             71.5%       $83,030        $80,412        $3,660           $4,133        15.7%      16.1%    22.0x      19.5x       10.2%

Persol                        Diversified         26.68              83.3%       6,152          6,043          523              607           5.9%       6.5%     11.5       10.0        5.1%

TechnoPro                     Diversified         29.51              91.3%       3,179          3,087          192              201           13.3%      12.5%    16.0       15.4        10.8%

Meitec                        Diversified         58.24              92.2%       1,558          1,181          102              123           11.4%      12.4%    11.5       9.6         11.2%

OUTSOURCING                   Diversified         12.24              63.3%       1,541          2,446          281              368           5.8%       6.8%     8.7        6.6         12.6%

Career International          Diversified         8.26               75.5%       1,490          1,406          58               81            5.4%       5.4%     24.4       17.3        42.9%

BeNext-Yumeshin               Diversified         14.82              82.7%       1,318          1,280          0                101           NM         7.7%     NM         12.7        7.7%

UT Group                      Diversified         30.38              76.0%       1,226          1,162          62               115           4.9%       7.2%     18.6       10.1        24.7%

Pasona Group                  Diversified         23.64              70.5%       926            660            223              240           7.2%       7.2%     3.0        2.7         8.2%

HRnetGroup                    Diversified         0.57               91.6%       568            357            60               64            15.1%      14.8%    5.9        5.5         8.6%

LIKE                          Diversified         16.13              72.3%       309            354            47               48            9.5%       9.3%     7.6        7.3         6.0%

Average                                                              79.1%                                                                    9.4%       9.6%     12.9x      10.6x       13.5%

Median                                                               76.0%                                                                    8.4%       7.7%     11.5x      10.0x       10.2%

Average                                                              80.3%                                                                    8.7%       8.8%     10.1x      8.7x        9.6%

Median                                                               81.7%                                                                    6.8%       7.2%     9.2x       7.9x        8.4%

Sources: S&P Capital IQ, public company filings.
Note: Trading multiples are based on share price, other market data, and broker consensus future earnings estimates from S&P
Capital IQ as of February 2, 2022. All financials calendarized to a December year end. Margins and multiples exclude outliers.                                                                          15
Notable Recent M&A Transactions

Date           Target                      Acquirer                     Target Segment     Target Description

                                          Motion Recruitment Partners
01/10/22      MATRIX Resources                                        Staffing             IT staffing, consulting, and telecom services
                                          (Littlejohn & Co.)

                                          Talent Inc. (BV Investment    ATS/Talent Mgmt/
01/04/22      FlashRecruit                                                                 Live-chat platform to connect recruiters and job seekers
                                          Partners)                     Development
                                                                                           Hiring and staffing services to businesses and candidates
12/29/21      Addison Group               Trilantic North America       Staffing
                                                                                           in the United States
                                                                                           Professional recruitment, talent management, and people
12/09/21      NV Hudson Belgium           Randstad                      Staffing
                                                                                           development services

              General Healthcare
12/09/21                                  MidOcean Partners             Staffing           Offers healthcare staffing services for hospitals
              Resources
              Healthcare Support          Ingenovis Health (Cornell
11/29/21                                                                Staffing           Florida-based medical staffing and placement firm
              Staffing, Inc.              Capital and Trilantic)

                                                                                           Leading national healthcare talent platform with a
11/22/21      AHSG                        Littlejohn & Co.              Staffing
                                                                                           comprehensive suite of services
                                          Turnberry Solutions                              Boom Lab, agile enterprise, business transformation,
11/16/21      Threebridge                                               Staffing
                                          (Abry Partners)                                  project delivery, and ERP integration solutions
                                                                                           Staffing and professional recruitment services in the
11/09/21      Hire Dynamics               EmployBridge (Apollo)         Staffing
                                                                                           United States

10/21/21      Lucas Associates            Korn Ferry                    Staffing           Offers executive recruiting services

09/30/21      Cella                       Randstad                      Staffing           Marketing/creative staffing and consulting

09/07/21      QAPA SA                     Adecco Group                  Staffing           Offers digital workforce solutions in France

08/24/21      ettain Group                ManpowerGroup                 Staffing           Leading healthcare and IT staffing solutions provider

                                          PRO Unlimited
08/17/21      Workforce Logiq                                           VMS/MSP/RPO        VMS, MSP, RPO, and direct sourcing talent solutions
                                          (EQT Partners)

                                                                        ATS/Talent Mgmt/   Provides talent management software-as-a-service
08/05/21      Cornerstone OnDemand        Clearlake Capital Group
                                                                        Development        solutions
                                          Learning Technologies         ATS/Talent Mgmt/   Performance improvement and learning solutions
07/15/21      GP Strategies Corp.
                                          Group                         Development        worldwide

                                                                                           IT, engineering, and regulatory and compliance
07/01/21      Oxford Global Resources     H.I.G. Capital                Staffing
                                                                                           consultants, project teams, and strategic outsourcing
                                                                                           Contingent workforce management solutions for global and
06/28/21      PRO Unlimited               EQT Partners                  VMS/MSP/RPO
                                                                                           Fortune 500 companies worldwide

              Workforce Solutions                                                          Consulting and talent management solutions to
06/08/21                                  Cross Country Healthcare      VMS/MSP/RPO
              Group Inc.                                                                   healthcare clients

06/03/21      EmployBridge                Apollo                        Staffing           Skilled light industrial staffing

                                                                                           Global executive search for tech-focused, consumer, and
05/25/21      True Talent Advisory        LLR Partners                  Staffing
                                                                                           life sciences brands

                                          ProPharma Group                                  Professional staffing and niche consulting services to
05/21/21      The Planet Group                                          Staffing
                                          (Odyssey)                                        diverse industries
                                          Velocity Global BV                               Provides hiring, benefits, onboarding, compliance, and
04/06/21      iWorkGlobal LLC                                           Payroll/PEO
                                          (FFL Partners)                                   agent-of-record services

                                                                                           Provides compliance services, payroll, consulting, and
04/06/21      Velocity Global             FFL Partners                  Payroll/PEO
                                                                                           immigration solutions

04/06/21      Softworld                   Kelly Services                Staffing           Technical staffing, recruiting, and project services

                                          The Planet Group                                 Tech recruitment firm that provides permanent and contract
04/01/21      I.T. Works Recruitment                                    Staffing
                                          (MidOcean Partners)                              positions

Sources: S&P Capital IQ, Mergermarket, public company filings, press releases.                                                                          16
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