UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
RULE
13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES ACT OF 1934
Thoughtworks Holding, Inc.
(Name of the Issuer)
Thoughtworks
Holding, Inc.
Turing EquityCo II L.P.
Apax IX GP Co. Limited
Apax
IX EUR GP L.P. Inc.
Apax
IX EUR L.P.
Apax
IX - AIV EUR L.P.
Apax
IX EUR Co-Investment L.P.
Apax
IX USD GP L.P. Inc.
Apax
IX USD L.P.
Apax
IX - AIV USD L.P.
Apax
IX USD Co-Investment L.P.
Apax
XI GP Co. Limited
Apax
XI EUR GP L.P. Inc.
Apax
XI USD GP L.P. Inc.
Apax
XI (Guernsey) USD AIV L.P.
Apax
XI EUR L.P.
Apax
XI EUR 1 L.P.
Apax
XI EUR SCSp
Apax
XI USD L.P.
Apax
XI USD 2 L.P.
Apax
XI USD SCSp
Apax
XI GP SARL
Tasmania
Midco, LLC
Tasmania
Merger Sub, Inc.
Tasmania
Parent, Inc.
Tasmania
Holdco, Inc.
Tasmania
GP Co. Limited
Hobart
Equity Holdco, LP
Erin
Cummins
Rachel
Laycock
Ramona
Mateiu
Christopher
Murphy
Michael
Sutcliff
Sudhir
Tiwari
(Name
of Persons Filing Statement)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
88546E105
(CUSIP
Number of Class of Securities)
Thoughtworks
Holding, Inc.
200
East Randolph Street, 25th Floor
Chicago,
Illinois 60601
(312)
373-1000 |
|
Salim
Nathoo
Rohan
Haldea
c/o
Apax Partners LLP
1
Knightsbridge
London
SW1X
7LX
United
Kingdom
+44-20-7872-6300
|
|
Erin
Cummins
c/o
Thoughtworks Holding, Inc.
200
East Randolph Street, 25th Floor
Chicago,
Illinois 60601
(312)
373-1000 |
|
Rachel
Laycock
c/o
Thoughtworks Holding, Inc.
200
East Randolph Street, 25th Floor
Chicago,
Illinois 60601
(312)
373-1000
|
|
Ramona
Mateiu
c/o
Thoughtworks Holding, Inc.
200
East Randolph Street, 25th Floor
Chicago,
Illinois 60601
(312)
373-1000
|
|
Christopher
Murphy
c/o
Thoughtworks Holding, Inc.
200
East Randolph Street, 25th Floor
Chicago,
Illinois 60601
(312)
373-1000
|
Michael
Sutcliff
c/o
Thoughtworks Holding, Inc.
200
East Randolph Street, 25th Floor
Chicago,
Illinois 60601
(312)
373-1000 |
|
Sudhir
Tiwari
c/o
Thoughtworks Holding, Inc.
200
East Randolph Street, 25th Floor
Chicago,
Illinois 60601
(312)
373-1000 |
|
|
(Name, Address, and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With
copies to:
Eduardo
Gallardo
Paul
Hastings LLP
200
Park Avenue
New
York, NY 10166
(212)
318-6000 |
Srinivas
S. Kaushik, P.C.
Joshua
N. Korff, P.C.
Kirkland
& Ellis LLP
601
Lexington Avenue
New
York, NY 10022
(212)
446-4800 |
This
statement is filed in connection with (check the appropriate box): ☐
| a. |
☒ |
The filing of solicitation
materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act
of 1934. |
| b. |
☐ |
The filing of a registration
statement under the Securities Act of 1933. |
| c. |
☐ |
A tender offer. |
| d. |
☐ |
None of the above. |
Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
☒
Check
the following box if the filing is a final amendment reporting the results of the transaction: ☐
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon
the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on
Schedule 13E-3. Any representation to the contrary is a criminal offense.
INTRODUCTION
This
Transaction Statement on Schedule 13E-3 (the “Transaction Statement”) is being filed with the U.S. Securities and Exchange
Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”):
(1) Thoughtworks Holding, Inc., a Delaware corporation (“Thoughtworks” or the “Company”) and the issuer of the
Common Stock, par value $0.001 per share (the “Company Common Stock”) that is the subject of the Rule 13e-3 transaction;
(2) Turing EquityCo II L.P., a Guernsey limited partnership; (3) Apax IX GP Co. Limited, a Guernsey limited company; (4) Apax IX EUR
GP L.P. Inc., a Guernsey incorporated limited partnership; (5) Apax IX EUR L.P., a Guernsey limited partnership (6) Apax IX - AIV EUR
L.P, a Delaware limited partnership.; (7) Apax IX EUR Co-Investment L.P., a Guernsey limited partnership; (8) Apax IX USD GP L.P. Inc.,
a Guernsey incorporated limited partnership; (9) Apax IX USD L.P., a Guernsey limited partnership; (10) Apax IX - AIV USD L.P., a Delaware
limited partnership; (11) Apax IX USD Co-Investment L.P., a Guernsey limited partnership; (12) Apax XI GP Co. Limited, a Guernsey limited
company; (13) Apax XI EUR GP L.P. Inc., a Guernsey incorporated limited partnership; (14) Apax XI USD GP L.P. Inc., a Guernsey incorporated
limited partnership; (15) Apax XI (Guernsey) USD AIV L.P., a Guernsey limited partnership; (16) Apax XI EUR L.P., a Guernsey limited
partnership; (17) Apax XI EUR 1 L.P., a Guernsey limited partnership; (18) Apax XI EUR SCSp, a Luxembourg special limited partnership;
(19) Apax XI USD L.P., a Guernsey limited partnership; (20) Apax XI USD 2 L.P., a Guernsey limited partnership; (21) Apax XI USD SCSp,
a Luxembourg special limited partnership; (22) Apax XI GP SARL, a Luxembourg limited liability company; (23) Tasmania Midco, LLC, a Delaware
limited liability company; (24) Tasmania Merger Sub, Inc., a Delaware corporation; (25) Tasmania Parent, Inc., a Delaware corporation;
(26) Tasmania Holdco, Inc., a Delaware corporation; (27) Tasmania GP Co. Limited, a Guernsey limited company; (28) Hobart Equity Holdco,
LP, a Guernsey limited partnership; (29) Erin Cummins; (30) Rachel Laycock; (31) Ramona Mateiu; (32) Christopher Murphy; (33) Michael
Sutcliff; and (34) Sudhir Tiwari.
This
Transaction Statement relates to the Agreement and Plan of Merger, dated as of August 5, 2024 (as amended or otherwise modified in accordance
with its terms, the “Merger Agreement”), by and among the Company, Tasmania Midco, LLC, a Delaware limited liability company
(“Parent”) and Tasmania Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly
owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of Turing EquityCo II L.P. (the “Significant
Company Stockholder”), the holder of a majority of the issued and outstanding shares of Company Common Stock and an affiliate of
certain investment funds advised by Apax Partners LLP (the transactions contemplated by the Merger Agreement, including the Merger, collectively,
the “Transactions”).
Subject
to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”),
each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be cancelled and converted into
the right to receive $4.40 in cash, without interest thereon (the “Per Share Price”), less any applicable tax withholdings.
However, the Per Share Price will not be paid, nor will any distribution be made, in respect of (1) any shares of the Company Common
Stock that are held by us as treasury shares or owned directly or indirectly by Parent or Merger Sub immediately prior to the Effective
Time, which at the Effective Time will automatically be cancelled and extinguished and (2) any shares of Company Common Stock outstanding
immediately prior to the Effective Time and held by a holder who has neither voted in favor of the Merger nor consented to the Merger
in writing and who has properly and validly exercised (and not withdrawn) their statutory rights of appraisal in respect of such shares
in accordance with Section 262 (such shares, the “Dissenting Company Shares”). Treatment of outstanding equity awards under
the Company’s equity incentive plans and award agreements is described in greater detail in the Information Statement (defined
below) under the sections entitled “Summary—Treatment of Equity Awards in the Merger” and “The Special
Factors – Interests of our Directors and Executive Officers in the Merger”.
Parent
has also entered into separate rollover agreements (each, a “Rollover Agreement”) with (1) Tasmania Parent, Inc. (“Topco”),
which will become the indirect parent of the Company following the Merger, and certain of its affiliates, on the one hand, and (2) each
of the Significant Company Stockholder and certain members of Company management (each holder, a “Rollover Stockholder”),
on the other hand. Pursuant to the Rollover Agreements, on the closing date of the Merger prior to the Effective Time, all shares of
Company Common Stock held by the Significant Company Stockholder and certain shares of Company Common Stock held by the other Rollover
Stockholders (each, a “Rollover Share”) will be contributed to Topco in exchange for a number of newly issued shares of Topco
(a “Topco Share”) having an aggregate value equal to the Per Share Price multiplied by the aggregate number of Rollover Shares.
Each Rollover Stockholder who is a member of Company management also agreed to invest a portion of the after-tax proceeds that would
otherwise be received by such Rollover Stockholder in the Merger in respect of certain Company equity awards in exchange for newly issued
Topco Shares, and the assumption and conversion of certain Company equity awards into equity awards having comparable value that are
convertible into Topco Shares, all in accordance with the terms of their Rollover Agreement.
As
a result of the Merger Agreement and the Rollover Agreements, following the Merger the Company will be indirectly owned by the Rollover
Stockholders. Other stockholders of the Company prior to the Effective Time will have no continuing interest in the Company, other than
the right to receive the Per Share Price and rights of appraisal solely with respect to the Dissenting Company Shares. The Company Common
Stock will cease to be listed on Nasdaq and registration of the Company Common Stock under the Exchange Act will be terminated and/or
suspended.
As
more fully described in the Information Statement, having undertaken a thorough review of, and carefully considered, information concerning
the Merger, and a fairness opinion from Lazard, and after consulting with experienced, qualified and independent financial and legal
advisors, a Special Committee of the Company’s board of directors comprised of Robert Brennan, Jane Chwick, William Parrett, and
Roxanne Taylor (the “Special Committee”) unanimously: (1) determined that the Merger Agreement, the Merger and the other
transactions contemplated by the Merger Agreement (together with the Merger, the “Transactions”), upon the terms and conditions
set forth in the Merger Agreement and the applicable provisions of the DGCL, are advisable, fair to and in the best interests of the
Company and the Unaffiliated Stockholders (as defined in the accompanying Information Statement and the Merger Agreement), (2) recommended
to our board of directors (the “Company Board”) that the Company Board (a) approve and declare advisable the Merger Agreement
and the Transactions, including the Merger, and (b) determine that the Merger Agreement and the Transactions, including the Merger, are
advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, and (3) recommended that, subject to Company
Board approval, the Company Board submit the Merger Agreement to the Company’s stockholders for their adoption by written consent
in lieu of a meeting and recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.
Acting
upon the recommendation of the Special Committee, the Company Board unanimously: (1) determined that the Merger Agreement and the Transactions,
including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, including
the Unaffiliated Stockholders, (2) approved and declared advisable the Merger Agreement and the Transactions, including the Merger, (3)
approved and declared advisable the execution and delivery by the Company of the Merger Agreement, the performance by the Company of
the covenants and agreements contained therein and the consummation of the Transactions, including the Merger, upon the terms and subject
to the conditions contained therein, (4) directed that the adoption of the Merger Agreement be submitted to the Company’s stockholders
for their adoption by written consent in lieu of a meeting, and (5) recommended that the Company’s stockholders adopt the Merger
Agreement in accordance with the DGCL. The Company Board, on behalf of the Company, believes that the Merger is fair to the Company’s
“unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.
Concurrently
with the filing of this Transaction Statement, Thoughtworks is filing a notice of written consent and appraisal rights and information
statement (the “Information Statement”) under Regulation 14C of the Exchange Act with the SEC. A copy of the Information
Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Information Statement as Annex A. As
of the date hereof, the Information Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined
in this Transaction Statement have the meanings assigned to them in the Information Statement. The consummation of the Merger and other
Transactions requires the adoption of the Merger Agreement by affirmative vote of the holders of a majority of the outstanding shares
of Company Common Stock entitled to vote to adopt the Merger Agreement (the “Requisite Stockholder Approval”) pursuant to
Section 228 and Section 251 of the DGCL. On August 5, 2024, following the execution and delivery of the Merger Agreement, the Significant
Company Stockholder, who held shares of Company Common Stock representing approximately 61.2% of the voting power of the outstanding
shares of Company Common Stock (i.e., based on 323,160,161 shares of Company Common Stock outstanding) as of August 4, 2024 (which was
the record date for determining stockholders entitled to consent to the adoption of the Merger Agreement), delivered a written consent
(the “Stockholder Consent”), which is attached to the Information Statement as Annex B, constituting the Requisite Stockholder
Approval. No further approval of the holders of Company Common Stock is required to approve and
adopt the Merger Agreement and the Transactions.
Pursuant
to General Instruction F to Schedule 13E-3, the information contained in the Information Statement, including all annexes thereto, is
expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the
information contained in the Information Statement and the annexes thereto. The cross-references below are being supplied pursuant to
General Instruction G to Schedule 13E-3 and show the location in the Information Statement of the information required to be included
in response to the items of Schedule 13E-3.
The
information concerning Thoughtworks contained in, or incorporated by reference into, this Transaction Statement and the Information Statement
was supplied by Thoughtworks. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference
into, this Transaction Statement and the Information Statement was supplied by such Filing Person. No Filing Person, including Thoughtworks,
is responsible for the accuracy of any information supplied by any other Filing Person.
ITEM 1. |
SUMMARY TERM SHEET |
The
information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
| ITEM 2. |
SUBJECT COMPANY INFORMATION
|
(a)
Name and Address. The information set forth in the Information Statement under the following caption is incorporated herein by reference:
“The
Parties to the Merger Agreement”
(b)
Securities. The information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“Market
Information, Dividends and Certain Transactions in the Common Stock”
“Security
Ownership of Certain Beneficial Owners and Management”
(c)
Trading Market and Price. The information set forth in the Information Statement under the following caption is incorporated herein
by reference:
“Market
Information, Dividends and Certain Transactions in the Common Stock”
(d)
Dividends. The information set forth in the Information Statement under the following caption is incorporated herein by reference:
“The
Merger Agreement – Conduct of Business by the Company Prior to Consummation of the Merger”
“Market Information, Dividends and Certain Transactions in the Common Stock”
(e)
Prior Public Offerings. The information set forth in the Information Statement under the following captions is incorporated herein
by reference:
“Summary”
“Market
Information, Dividends and Certain Transactions in the Common Stock”
(f)
Prior Stock Purchases. The information set forth in the Information Statement under the following caption is incorporated herein
by reference:
“Market
Information, Dividends and Certain Transactions in the Common Stock”
| ITEM 3. |
IDENTITY AND BACKGROUND
OF FILING PERSONS |
(a)–(c)
Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the
Information Statement under the following captions is incorporated herein by reference:
“Summary”
“The
Parties to the Merger Agreement”
“Directors,
Executive Officers and Controlling Persons of the Company”
“Where
You Can Find More Information”
| ITEM 4. |
TERMS OF THE TRANSACTION
|
(a)(1)
Material Terms – Tender Offers. Not applicable.
(a)(2)
Material Terms – Merger or Similar Transactions. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Requisite Stockholder Approval for the Merger”
“The
Special Factors – Opinion and Materials of Lazard”
“The
Special Factors – Certain Company Financial Forecasts”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Apax Entities in Connection with the Merger”
“The
Special Factors – Accounting Treatment”
“The
Special Factors – Interests of our Directors and Executive Officers in the Merger”
“The
Special Factors – Delisting and Deregistration of Company Common Stock”
“The
Special Factors – Material U.S. Federal Income Tax Consequences of the Merger”
“The
Merger Agreement”
“Annex
A: The Merger Agreement”
“Annex
C: Opinion of Lazard”
“Annex
E: Turing Rollover Agreement”
“Annex
F: Form of Rollover and Reinvestment Agreement”
(c)
Different Terms. The information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Interests of our Directors and Executive Officers in the Merger”
“The
Merger Agreement – Consideration to be Received in the Merger”
“The
Merger Agreement – Treatment of Equity Awards in the Merger”
Annex
E: Turing Rollover Agreement
Annex
F: Form of Rollover and Reinvestment Agreement
(d)
Appraisal Rights. The information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary
– Appraisal Rights”
“Questions
and Answers about the Merger”
“The
Merger Agreement – Dissenting Company Shares”
“Appraisal
Rights”
“Annex
G: DGCL § 262 Appraisal Rights”
(e)
Provisions for Unaffiliated Security Holders. The information set forth in the Information Statement under the following captions
is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“Provisions
for Unaffiliated Stockholders”
“Appraisal
Rights”
(f)
Eligibility for Listing or Trading. Not applicable.
| ITEM 5. |
PAST CONTACTS, TRANSACTIONS,
NEGOTIATIONS AND AGREEMENTS |
(a)
Transactions. The information set forth in the Information Statement under the following caption is incorporated herein by reference:
“Market
Information, Dividends and Certain Transactions in the Common Stock”
“Where You Can Find More Information”
(b)–(c)
Significant Corporate Events; Negotiations or Contacts. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Requisite Stockholder Approval for the Merger”
“The
Special Factors – Financing”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Apax Entities in Connection with the Merger”
“The
Special Factors – Interests of our Directors and Executive Officers in the Merger”
“The
Special Factors – Delisting and Deregistration of Company Common Stock”
“The
Special Factors – Fees and Expenses”
“The
Merger Agreement – Form and Effects of the Merger; Certificate of Incorporation and Bylaws; Directors and Officers”
“The
Merger Agreement – Consummation and Effectiveness of the Merger”
“The
Merger Agreement – Consideration to be Received in the Merger”
“The
Merger Agreement – Treatment of Equity Awards in the Merger”
“The
Merger Agreement – Stockholder Consent”
“The
Merger Agreement – Financing of the Merger; Equity Commitment Letter”
“Market
Information, Dividends and Certain Transactions in the Common Stock”
“Annex
A: The Merger Agreement”
“Annex
E: Turing Rollover Agreement”
“Annex
F: Form of Rollover and Reinvestment Agreement”
(e)
Agreements Involving the Subject Company’s Securities. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Requisite Stockholder Approval for the Merger”
“The
Special Factors – Financing”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Apax Entities in Connection with the Merger”
“The
Special Factors – Interests of our Directors and Executive Officers in the Merger”
“The
Special Factors – Delisting and Deregistration of Company Common Stock”
“The
Special Factors – Fees and Expenses”
“The
Merger Agreement – Form and Effects of the Merger; Certificate of Incorporation and Bylaws; Directors and Officers”
“The
Merger Agreement – Consummation and Effectiveness of the Merger”
“The
Merger Agreement – Consideration to be Received in the Merger”
“The
Merger Agreement – Treatment of Equity Awards in the Merger”
“The
Merger Agreement – Stockholder Consent”
“The
Merger Agreement – Financing of the Merger; Equity Commitment Letter”
“The
Merger Agreement – Other Covenants and Agreements”
“Market
Information, Dividends and Certain Transactions in the Common Stock”
“Annex
A: The Merger Agreement”
“Annex
E: Turing Rollover Agreement”
“Annex
F: Form of Rollover and Reinvestment Agreement”
Director
Nomination Agreement, dated as of September 17, 2021, by and among the Company and the other signatories party thereto, attached
hereto as Exhibit (d)(vi).
| ITEM 6. |
PURPOSES OF THE TRANSACTION
AND PLANS OR PROPOSALS |
(b)
Use of Securities Acquired. The information set forth in the Information Statement under the following captions is incorporated herein
by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Delisting and Deregistration of Company Common Stock”
“The
Special Factors – Plans for the Company After the Merger”
“The
Merger Agreement – Form and Effects of the Merger; Certificate of Incorporation and Bylaws; Directors and Officers”
“The
Merger Agreement – Consideration to be Received in the Merger”
“The
Merger Agreement – Treatment of Equity Awards in the Merger”
(c)(1)–(8)
Plans. The information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Apax Entities in Connection with the Merger”
“The
Special Factors – Delisting and Deregistration of Company Common Stock”
“The
Special Factors – Plans for the Company After the Merger”
“The
Special Factors – Fees and Expenses”
“The
Special Factors – Interests of our Directors and Executive Officers in the Merger”
“The
Merger Agreement”
“Annex
A: The Merger Agreement”
“Annex
E: Turing Rollover Agreement”
“Annex
F: Form of Rollover and Reinvestment Agreement”
| ITEM 7. |
PURPOSES, ALTERNATIVES,
REASONS AND EFFECTS |
(a)
Purposes. The information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Apax Entities in Connection with the Merger”
“The
Special Factors – Plans for the Company After the Merger”
(b)
Alternatives. The information set forth in the Information Statement under the following captions is incorporated herein by reference:
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Opinion and Materials of Lazard”
“The
Special Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Special Factors – Alternatives to the Merger”
(c)
Reasons. The information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Apax Entities in Connection with the Merger”
(d)
Effects. The information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Financing”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Apax Entities in Connection with the Merger”
“The
Special Factors – The Company’s Net Book Value and Net Earnings”
“The
Special Factors – Accounting Treatment”
“The
Special Factors – Interests of our Directors and Executive Officers in the Merger”
“The
Special Factors – Delisting and Deregistration of Company Common Stock”
“The
Special Factors – Plans for the Company After the Merger”
“The
Special Factors – Material U.S. Federal Income Tax Consequences of the Merger”
“The
Special Factors – Fees and Expenses”
“The
Merger Agreement – Form and Effects of the Merger; Certificate of Incorporation and Bylaws; Directors and Officers”
“The
Merger Agreement – Consummation and Effectiveness of the Merger”
“The
Merger Agreement – Consideration to be Received in the Merger”
“The
Merger Agreement – Treatment of Equity Awards in the Merger”
“The
Merger Agreement – Dissenting Company Shares”
“The
Merger Agreement – Directors’ and Officers’ Indemnification and Insurance”
“The
Merger Agreement – Financing of the Merger; Equity Commitment Letter”
“The
Merger Agreement – Continuing Employee Matters”
“Appraisal
Rights”
“Annex
A: The Merger Agreement”
“Annex
E: Turing Rollover Agreement”
“Annex
F: Form of Rollover and Reinvestment Agreement”
“Annex
G: DGCL § 262 Appraisal Rights”
Equity
Commitment Letter, dated as of August 5, 2024 by and among Apax XI EUR L.P., Apax XI EUR 1 L.P., APAX XI EUR SCSp, Apax XI USD L.P.,
Apax XI USD 2 L.P. and APAX XI USD SCSp and Parent, attached hereto as Exhibit (b)(i).
| ITEM 8. |
FAIRNESS OF THE TRANSACTION
|
(a)–(b)
Fairness; Factors Considered in Determining Fairness. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Opinion and Materials of Lazard”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Apax Entities in Connection with the Merger”
“The
Special Factors – Interests of our Directors and Executive Officers in the Merger”
“Annex
C: Opinion of Lazard”
The
confidential discussion materials prepared by Lazard Frères & Co. LLC and provided to the Special Committee, dated May 10,
2023, May 26, 2023, May 30, 2023, June 15, 2023, June 30, 2023, April 26, 2024, May 8, 2024, May 13, 2024, May 16, 2024, May 30, 2024,
June 4, 2024, June 10, 2024 (regarding a discounted cash flow analysis), June 10, 2024 (regarding sensitivity analyses), June 18, 2024,
June 19, 2024, July 1, 2024, August 1, 2024 and August 4, 2024, are attached hereto as Exhibits (c)(ii) through and including (c)(xix)
and, in each case, are incorporated by reference herein.
(c)
Approval of Security Holders. The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Requisite Stockholder Approval for the Merger”
“The
Merger Agreement – Stockholder Consent”
“Annex
A: The Merger Agreement”
“Annex
B: Stockholder Consent”
(d)
Unaffiliated Representative. Not applicable.
(e)
Approval of Directors. The information set forth in the Information Statement under the following captions is incorporated herein
by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Special Factors – Purposes and Reasons of the Company in Connection with the Merger”
(f)
Other Offers. The information set forth in the Information Statement under the following captions is incorporated by reference:
“Summary”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Merger Agreement – No Solicitation; Superior Proposal and Adverse Recommendation Change”
| ITEM 9. |
REPORTS, OPINIONS, APPRAISALS
AND NEGOTIATIONS |
(a)–(c)
Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Opinion and Materials of Lazard”
“The
Special Factors – Certain Company Financial Forecasts”
“The
Special Factors – Position of the Company in Connection with the Merger”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“Annex
C: Opinion of Lazard”
The
confidential discussion materials prepared by Lazard Frères & Co. LLC and provided to the Special Committee, dated May 10,
2023, May 26, 2023, May 30, 2023, June 15, 2023, June 30, 2023, April 26, 2024, May 8, 2024, May 13, 2024, May 16, 2024, May 30, 2024,
June 4, 2024, June 10, 2024 (regarding a discounted cash flow analysis), June 10, 2024 (regarding sensitivity analyses), June 18, 2024,
June 19, 2024, July 1, 2024, August 1, 2024 and August 4, 2024, are attached hereto as Exhibits (c)(ii) through and including (c)(xix)
and, in each case, are incorporated by reference herein.
The
reports, opinions or appraisals referenced in this Item 9 are filed herewith or incorporated by reference herein and will be made available
for inspection and copying at the principal executive offices of Thoughtworks during its regular business hours by any interested holder
of Company Common Stock or representative who has been designated in writing, and copies may be obtained by requesting them in writing
from Thoughtworks at the email address provided under the caption “Where You Can Find More Information” in the Information
Statement, which is incorporated herein by reference.
| ITEM 10. |
SOURCE AND AMOUNTS OF FUNDS
OR OTHER CONSIDERATION |
(a)–(b)
Source of Funds; Conditions. The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Financing”
“The
Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger”
“The
Merger Agreement – Consummation and Effectiveness of the Merger”
“The
Merger Agreement – Financing of the Merger; Equity Commitment Letter”
“Annex
A – The Merger Agreement”
(c)
Expenses. The information set forth in the Information Statement under the following caption is incorporated herein by reference:
“The
Special Factors – Fees and Expenses”
(d)
Borrowed Funds.
“Summary”
“The
Special Factors – Financing”
“The
Merger Agreement – Financing of the Merger; Equity Commitment Letter”
| ITEM 11. |
INTEREST IN SECURITIES OF
THE SUBJECT COMPANY |
(a)
Securities Ownership. The information set forth in the Information Statement under the following caption is incorporated herein by
reference:
“Summary”
“Directors, Executive Officers and Controlling Persons of the Company”
“Security
Ownership of Certain Beneficial Owners and Management”
(b)
Securities Transactions. The information set forth in the Information Statement under the following captions is incorporated herein
by reference:
“The
Special Factors – Background of the Merger”
“The
Special Factors – Interests of our Directors and Executive Officers in the Merger”
“The
Merger Agreement”
“Market
Information, Dividends and Certain Transactions in the Common Stock”
“Annex
A: The Merger Agreement”
“Annex
E: Turing Rollover Agreement”
“Annex
F: Form of Rollover and Reinvestment Agreement”
| ITEM 12. |
THE SOLICITATION OR RECOMMENDATION
|
(d)
Intent to Tender or Vote in a Going-Private Transaction. Not applicable.
(e)
Recommendations of Others. Not applicable.
| ITEM 13. |
FINANCIAL STATEMENTS |
(a)
Financial Statements. The audited financial statements set forth in Thoughtworks’ Annual Report on Form 10-K for the fiscal
year ended December 31, 2023, originally filed on February 27, 2024, are incorporated by reference herein (see pages 56 to 90 therein).
The unaudited financial statements set forth in Thoughtworks’ Quarterly Report on Form 10-Q for the period ended June 30, 2024,
originally filed on August 6, 2024, are incorporated by reference herein (see pages 6 to 19 therein). The information is set forth in
the Information Statement under the following caption is incorporated herein by reference:
“Summary
Financial Information”
“Market
Information, Dividends and Certain Transactions in the Common Stock”
“Where
You Can Find More Information”
(b)
Pro Forma Information. Not applicable.
| ITEM 14. |
PERSONS/ASSETS, RETAINED,
EMPLOYED, COMPENSATED OR USED |
(a)
Solicitations or Recommendations. Not applicable.
(b)
Employees and Corporate Assets. The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The
Special Factors – Background of the Merger”
“The
Special Factors – Recommendation of the Special Committee; Reasons for the Merger”
“The
Special Factors – Recommendation of the Company Board; Reasons for the Merger”
“The
Special Factors – Opinion and Materials of Lazard”
“The
Special Factors – Interests of our Directors and Executive Officers in the Merger”
“The
Special Factors – Fees and Expenses”
| ITEM 15. |
ADDITIONAL INFORMATION |
(b)
Golden Parachute Compensation. The information set forth in the Information Statement under the following caption is incorporated
herein by reference:
“The
Special Factors – Interests of our Directors and Executive Officers in the Merger”
(c)
Other Material Information. The information set forth in the Information Statement, including all annexes thereto, is incorporated
herein by reference.
The
following exhibits are filed herewith:
| Exhibit No. |
|
|
| (a)(i) |
|
Preliminary Information Statement of Thoughtworks Holding, Inc, incorporated herein by reference to the Information Statement. |
| (a)(ii) |
|
Notice of Written Consent and Appraisal Rights (included in the Information Statement and incorporated herein by reference). |
| (b)(i) |
|
Equity Commitment Letter, dated as of August 5, 2024 by and among Apax XI EUR L.P., Apax XI EUR 1 L.P., APAX XI EUR SCSp, Apax XI USD L.P., Apax XI USD 2 L.P., APAX XI USD SCSp and Tasmania Midco, LLC. |
| (c)(i) |
|
Opinion of Lazard Frères & Co. LLC, dated August 4, 2024 (included as Annex C to the Information Statement and incorporated herein by reference). |
| (c)(ii) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 10, 2023. |
| (c)(iii) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 26, 2023. |
| (c)(iv) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 30, 2023. |
| (c)(v) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 15, 2023. |
| (c)(vi) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 30, 2023. |
| (c)(vii) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated April 26, 2024. |
| (c)(viii) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 8, 2024. |
| (c)(ix) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 13, 2024. |
| (c)(x) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated May 16, 2024. |
| (c)(xi) |
|
Confidential
discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of
Thoughtworks Holdings, Inc., dated May 30, 2024. |
| (c)(xii) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 4, 2024. |
| (c)(xiii) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 10, 2024 (regarding a discounted cash flow analysis). |
| (c)(xiv) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., June 10, 2024 (regarding sensitivity analyses). |
| (c)(xv) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 18, 2024. |
| (c)(xvi) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated June 19, 2024. |
| (c)(xvii) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated July 1, 2024. |
| (c)(xviii) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated August 1, 2024. |
| (c)(xix) |
|
Confidential discussion materials prepared by Lazard Frères & Co. LLC for the Special Committee of the Board of Directors of Thoughtworks Holdings, Inc., dated August 4, 2024. |
| (d)(i) |
|
Agreement and Plan of Merger, dated August 5, 2024, by and among, Tasmania Midco, LLC, Tasmania Merger Sub, Inc. and Thoughtworks Holding, Inc. (included as Annex A to the Information Statement and incorporated herein by reference). |
| (d)(ii) |
|
Turing Rollover Agreement (included as Annex E to the Information Statement and incorporated herein by reference). |
| (d)(iii)* |
|
Form of Rollover and Reinvestment Agreement (included as Annex F to the Information Statement and incorporated herein by reference). |
| (d)(iv) |
|
Amendment to Thoughtworks Inc. Employment Agreement, dated as of July 31, 2024, by and between Thoughtworks Inc. and Michael R. Sutcliff. |
| (d)(v)* |
|
Investment Agreement, dated as of August 5, 2024, by and between Tasmania Parent, Inc. and Michael Sutcliff. |
| (d)(vi) |
|
Director Nomination Agreement, dated as of September 17, 2021, by and among the Company and the other signatories party thereto, incorporated herein by reference to Exhibit 10.10 in the quarterly report on Form 10-Q of Thoughtworks Holding, Inc. filed with the SEC on November 15, 2021. |
| (d)(vii) |
|
Thoughtworks Inc. Employment Agreement, dated as of May 2, 2024, by and between Thoughtworks Inc. and Michael R. Sutcliff, incorporated herein by reference to Exhibit 10.1 in the quarterly report on Form 10-Q of Thoughtworks Holding, Inc. filed with the SEC on August 6, 2024. |
| (f) |
|
Section 262 of the General Corporation Law of the State of Delaware (included as Annex G to the Information Statement and incorporated herein by reference). |
| (g) |
|
None. |
| 107 |
|
Filing Fee Table. |
| * | Schedule
or exhibit omitted pursuant to Item 1016 of Regulation M-A. The Company agrees to furnish supplementally a copy of any omitted schedule
or exhibit to the SEC upon request. |
SIGNATURES
After
due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated
as of September 3, 2024
| THOUGHTWORKS
HOLDING, INC. |
|
| |
|
|
|
| By: |
/s/
Michael Sutcliff |
|
| |
Name: |
Michael
Sutcliff |
|
| |
Title: |
Chief
Executive Officer |
|
| |
|
|
|
| TURING
EQUITYCO II L.P. |
|
| |
|
|
|
| By: |
Turing
GP Co. Limited |
|
| Its: |
General
Partner |
|
| |
|
|
| By: |
/s/
Mark Babbe |
|
| |
Name: |
Mark Babbe |
|
| |
Title: |
Director |
|
| |
|
|
|
| APAX
IX GP CO. LIMITED |
|
| |
|
|
|
| By: |
/s/
Jeremy Latham |
|
| |
Name: |
Jeremy
Latham |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/
Victoria Merrien |
|
|
Name: |
Victoria Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax IX GP Co. Limited |
|
| |
|
|
|
| APAX
IX EUR GP L.P. INC. |
|
| |
|
|
|
| By: |
Apax
IX GP Co. Limited |
|
| Its: |
General
Partner |
|
| |
|
|
|
| By: |
/s/
Jeremy Latham |
|
| |
Name: |
Jeremy
Latham |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/
Victoria Merrien |
|
| |
Name: |
Victoria Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax IX GP Co. Limited |
|
[Signature Page to SC
13E-3]
| APAX
IX EUR L.P. |
|
| |
|
|
|
| By: |
Apax
IX EUR GP L.P. Inc. |
|
| Its: |
General
Partner |
|
| |
|
|
|
| By: |
Apax
IX GP Co. Limited |
|
| Its: |
General
Partner |
|
| |
|
|
|
| By: |
/s/
Jeremy Latham |
|
| |
Name: |
Jeremy
Latham |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
|
Name: |
Victoria
Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey Limited as
Company Secretary to Apax IX GP Co. Limited |
|
| |
|
|
|
| APAX
IX – AIV EUR L.P. |
|
| |
|
|
|
| By: |
Apax
IX EUR GP L.P. Inc. |
|
| Its: |
General
Partner |
|
| |
|
|
|
| By: |
Apax
IX GP Co. Limited |
|
| Its: |
General
Partner |
|
| |
|
|
|
| By: |
/s/
Jeremy Latham |
|
| |
Name: |
Jeremy
Latham |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/
Victoria Merrien |
|
|
Name: |
Victoria
Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey Limited as
Company Secretary to Apax IX GP Co. Limited |
|
[Signature
Page to SC 13E-3]
| APAX IX EUR CO-INVESTMENT L.P. |
|
| |
|
|
|
| By: |
Apax IX EUR GP L.P. Inc. |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
Apax IX GP Co. Limited |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
/s/ Jeremy Latham |
|
| |
Name: |
Jeremy
Latham |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
| |
Name: |
Victoria
Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax IX GP Co. Limited |
|
| |
|
|
|
| APAX IX USD GP L.P. INC. |
|
| |
|
|
|
| By: |
Apax IX GP Co. Limited |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
/s/ Jeremy Latham |
|
| |
Name: |
Jeremy
Latham |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
| |
Name: |
Victoria
Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax IX GP Co. Limited |
|
| |
|
|
|
| APAX IX USD L.P. |
|
| |
|
|
|
| By: |
Apax IX USD GP L.P. Inc. |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
Apax IX GP Co. Limited |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
/s/ Jeremy Latham |
|
| |
Name: |
Jeremy
Latham |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
| |
Name: |
Victoria
Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax IX GP Co. Limited |
|
[Signature
Page to SC 13E-3]
| APAX IX – AIV USD L.P. |
|
| |
|
|
|
| By: |
Apax IX USD GP L.P. Inc. |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
Apax IX GP Co. Limited |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
/s/ Jeremy Latham |
|
| |
Name: |
Jeremy Latham |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
| |
Name: |
Victoria
Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax IX GP Co. Limited |
|
| |
|
|
|
| APAX IX USD CO-INVESTMENT L.P. |
|
| |
|
|
|
| By: |
Apax IX USD GP L.P. Inc. |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
Apax IX GP Co. Limited |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
/s/ Jeremy Latham |
|
| |
Name: |
Jeremy
Latham |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
| |
Name: |
Victoria
Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax IX GP Co. Limited |
|
| |
|
|
|
| APAX XI GP CO. LIMITED |
|
| |
|
|
|
| By: |
/s/ Paul Meader |
|
| |
Name: |
Paul
Meader |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
| |
Name: |
Victoria
Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax XI GP Co. Limited |
|
[Signature
Page to SC 13E-3]
| APAX
XI EUR GP L.P. INC. |
|
| |
|
|
|
| By: |
Apax
XI GP Co. Limited |
| Its: |
General
Partner |
| |
|
|
|
| By: |
/s/
Paul Meader |
|
| |
Name: |
Paul Meader |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/
Victoria Merrien |
|
| |
Name: |
Victoria Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax XI GP Co. Limited |
|
| |
|
|
|
| APAX
XI USD GP L.P. INC. |
|
| |
|
|
|
| By: |
Apax
XI GP Co. Limited |
| Its: |
General
Partner |
| |
|
|
|
| By: |
/s/
Paul Meader |
|
| |
Name: |
Paul Meader |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/
Victoria Merrien |
|
|
Name: |
Victoria Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax XI GP Co. Limited |
|
| |
|
|
|
| APAX
XI (GUERNSEY) USD AIV L.P. |
|
| |
|
|
|
| By: |
Apax
XI USD GP L.P. Inc. |
| Its: |
General
Partner |
| |
|
|
|
| By: |
Apax
XI GP Co. Limited |
| Its: |
General
Partner |
| |
|
|
|
| By: |
/s/
Paul Meader |
|
| |
Name: |
Paul Meader |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
| |
Name: |
Victoria Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax XI GP Co. Limited |
|
[Signature
Page to SC 13E-3]
| APAX
XI EUR L.P. |
|
| |
|
|
|
| By: |
Apax
XI EUR GP L.P. Inc. |
|
| Its: |
General
Partner |
|
| |
|
|
|
| By: |
Apax
XI GP Co. Limited |
|
| Its: |
General
Partner |
|
| |
|
|
|
| By: |
/s/ Paul Meader |
|
| |
Name: |
Paul Meader |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
| |
Name: |
Victoria Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax XI GP Co. Limited |
|
| |
|
|
|
| APAX
XI EUR 1 L.P. |
|
| |
|
|
|
| By: |
Apax
XI EUR GP L.P. Inc. |
|
| Its: |
General
Partner |
|
| |
|
|
|
| By: |
Apax
XI GP Co. Limited |
|
| Its: |
General
Partner |
|
| |
|
|
|
| By: |
/s/ Paul Meader |
|
| |
Name: |
Paul
Meader |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
| |
Name: |
Victoria
Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax XI GP Co. Limited |
|
| APAX XI EUR SCSP |
|
| |
|
|
|
| By: |
Apax XI GP SARL |
|
| Its: |
Managing General Partner |
|
| |
|
|
|
| By: |
/s/ Geoffrey Limpach |
|
| |
Name: |
Geoffrey
Limpach |
|
| |
Title: |
Manager |
|
| |
|
|
|
| By: |
/s/ Pierre Weimerskirch |
|
| |
Name: |
Pierre Weimerskirch |
|
| |
Title: |
Manager |
|
[Signature
Page to SC 13E-3]
| APAX XI USD L.P. |
|
| |
|
|
|
| By: |
Apax XI USD GP L.P. Inc. |
|
| Its: |
General Partner |
|
| By: |
Apax XI GP Co. Limited |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
/s/ Paul Meader |
|
| |
Name: |
Paul Meader |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
| |
Name: |
Victoria Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax XI GP Co. Limited |
|
| |
|
|
|
| APAX XI USD 2 L.P. |
|
| |
|
|
|
| By: |
Apax XI USD GP L.P. Inc. |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
Apax XI GP Co. Limited |
|
| Its: |
General Partner |
|
| |
|
|
|
| By: |
/s/ Paul Meader |
|
| |
Name: |
Paul
Meader |
|
| |
Title: |
Director |
|
| |
|
|
|
| By: |
/s/ Victoria Merrien |
|
| |
Name: |
Victoria
Merrien |
|
| |
Title: |
Authorised Signatory for and on behalf of Apax Partners Guernsey
Limited as Company Secretary to Apax XI GP Co. Limited |
|
[Signature
Page to SC 13E-3]
| APAX XI USD SCSP |
|
| |
|
|
|
| By: |
Apax XI GP SARL |
|
| Its: |
Managing General Partner |
|
| |
|
|
|
| By: |
/s/ Geoffrey Limpach |
|
| |
Name: |
Geoffrey Limpach |
|
| |
Title: |
Manager |
|
| |
|
|
|
| By: |
/s/ Pierre Weimerskirch |
|
| |
Name: |
Pierre Weimerskirch |
|
| |
Title: |
Manager |
|
| |
|
|
|
| Apax XI GP SARL |
|
| |
|
|
|
| By: |
/s/ Geoffrey Limpach |
|
| |
Name: |
Geoffrey Limpach |
|
| |
Title: |
Manager |
|
| |
|
|
|
| By: |
/s/ Pierre Weimerskirch |
|
| |
Name: |
Pierre Weimerskirch |
|
| |
Title: |
Manager |
|
| |
|
|
|
| TASMANIA MIDCO, LLC |
|
| |
|
|
|
| By: |
/s/ Marc Henckel |
|
| |
Name: |
Marc Henckel |
|
| |
Title: |
President and Secretary |
|
| |
|
|
|
| TASMANIA MERGER SUB, INC. |
|
| |
|
|
|
| By: |
/s/ Marc Henckel |
|
| |
Name: |
Marc Henckel |
|
| |
Title: |
Vice President and Secretary |
|
| |
|
|
|
| TASMANIA HOLDCO, INC. |
|
| |
|
|
|
| By: |
/s/ Marc Henckel |
|
| |
Name: |
Marc Henckel |
|
| |
Title: |
President |
|
[Signature
Page to SC 13E-3]
| TASMANIA PARENT, INC. |
|
| |
|
|
|
| By: |
/s/ Marc Henckel |
|
| |
Name: |
Marc Henckel |
|
| |
Title: |
Vice President and Secretary |
|
| TASMANIA
GP CO. LIMITED |
|
| |
|
|
|
| By: |
/s/ Mark Babbe |
|
| |
Name: |
Mark Babbe |
|
| |
Title: |
Director |
|
| |
|
|
|
| HOBART
EQUITY HOLDCO, LP |
|
| |
|
|
|
| By: |
Tasmania
GP Co. Limited |
|
| Its: |
General
Partner |
|
| |
|
|
|
| By: |
/s/ Mark Babbe |
|
| |
Name: |
Mark Babbe |
|
| |
Title: |
Director |
|
| ERIN
CUMMINS |
|
| |
|
|
| /s/ Erin Cummins |
|
| Name: |
Erin Cummins |
|
| |
|
|
| RACHEL LAYCOCK |
|
| |
|
|
| /s/ Rachel Laycock |
|
| Name: |
Rachel Laycock |
|
| |
|
|
| RAMONA MATEIU |
|
| |
|
|
| /s/ Ramona Mateiu |
|
| Name: |
Ramona Mateiu |
|
| |
|
|
| CHRISTOPHER MURPHY |
|
| |
|
|
| /s/ Christopher Murphy |
|
| Name: |
Christopher Murphy |
|
| |
|
|
| MICHAEL SUTCLIFF |
|
| |
|
|
| /s/ Michael Sutcliff |
|
| Name: |
Michael Sutcliff |
|
| |
|
|
| SUDHIR TIWARI |
|
| |
|
|
| /s/ Sudhir Tiwari |
|
| Name: |
Sudhir Tiwari |
|
[Signature
Page to SC 13E-3]
Exhibit (b)(i)
EQUITY COMMITMENT LETTER
August 5, 2024
Tasmania Midco, LLC
c/o Apax Partners LLP
1 Knightsbridge
London SW1X 7LX
United Kingdom
Re: Project Tasmania
Ladies and Gentlemen:
This letter agreement sets
forth the commitment of Apax XI EUR L.P., Apax XI EUR 1 L.P., APAX XI EUR SCSp, Apax XI USD L.P., Apax XI USD 2 L.P. and APAX XI USD SCSp
(each, an “Investor” and, collectively, the “Investors”), subject to the terms and conditions contained
herein, to purchase, or cause the purchase of, directly or indirectly, certain Equity Securities of Tasmania Midco, LLC, a Delaware limited
liability company (“Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger (as it may be amended,
supplemented or modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent,
Tasmania Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Thoughtworks
Holding, Inc., a Delaware corporation (the “Company”), Merger Sub will merge with and into the Company, with the Company
surviving such Merger (the “Merger”, and together with the other transactions contemplated by the Merger Agreement,
the “Transactions”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Merger Agreement.
1. Closing
Commitment. Upon the terms and subject to the conditions set forth herein, including in Section 2, the Investors hereby
severally (and not jointly or jointly and severally) commit to Parent to purchase, or cause the purchase of, directly or indirectly,
at the Closing, Equity Securities of Parent for an aggregate amount in immediately available cash funds of $600,000,000 (the
“Closing Commitment”), which Closing Commitment shall be used by Parent and Merger Sub to pay all Required
Amounts, and not for any other purpose. The aggregate obligation of the Investors to fund any amounts pursuant to this Section
1 shall in no event exceed the Closing Commitment in the aggregate (or, in the case of each Investor, its Pro Rata Percentage
(as such term is defined below) of such amount) (the “Closing Commitment Cap”). The Investors may effect the
purchase of Equity Securities of Parent directly or indirectly through one or more affiliated entities; provided that no such action
will relieve the Investors of their obligations and liabilities hereunder. The obligation of the Investors to fund any portion of
the Closing Commitment may be reduced by the Investors only (i) to the extent that such lesser amount of the Closing Commitment is
sufficient to (and the full amount of the Closing Commitment is not required to) fund all of the Required Amounts, or (ii) on a
dollar for dollar basis for purchases of securities of Parent by an assignee or transferee permitted by Section 6 of this
letter agreement made at or prior to the Closing.
2. Conditions to
Closing Commitment. The Investors’ obligations under this letter agreement to fund the Closing Commitment are subject only
to (a) the satisfaction, or waiver by Parent, of each of the conditions to the obligations of Parent and Merger Sub to consummate
the Merger set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their terms are to be
satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted under the Merger Agreement) of such
conditions at Closing) and (b) the substantially contemporaneous consummation of the Closing in accordance with the terms of the
Merger Agreement, including Section 2.3 thereof, in each case, as contemplated by the Merger Agreement.
3. Damages
Commitment. Upon the terms and subject to the conditions set forth herein, the Investors hereby agree that if (i) the Merger
Agreement is terminated by the Company pursuant to Section 8.1(g) of the Merger Agreement under circumstances where Parent may be
liable for damages with respect to a Willful Breach by Parent or Merger Sub of the Merger Agreement or fraud by Parent or Merger
Sub, in each case, prior to or in connection with such termination and in accordance with, and subject to the conditions set forth
in, Section 8.2(b) of the Merger Agreement (“Qualifying Termination”) and (ii) damages with respect to such
Qualifying Termination (the “Parent Liability”) have been (x) finally agreed pursuant to a final written
settlement agreement between Parent and the Company or (y) awarded by a court having jurisdiction under Section 9.10 of the Merger
Agreement pursuant to a final non-appealable Order finding that such obligation is due and payable by Parent (the amount so awarded
or agreed, together with any out-of-pocket fees and expenses and other amounts required to be paid by Parent or Merger Sub as a
result of Parent’s failure to pay or cause to be paid the Required Amounts, the “Parent Qualifying Termination
Liability”), the Investors shall purchase, or cause the purchase of, Equity Securities of Parent for an aggregate amount
in immediately available cash funds equal to the Parent Qualifying Termination Liability (or, in the case of each Investor, its Pro
Rata Percentage of such amount), not to exceed the Damages Commitment Cap (defined below)(the “Damages
Commitment”), which amount shall be used by Parent solely to fund and satisfy the Parent Qualifying Termination Liability.
The aggregate obligation of the Investors to fund any amounts pursuant to this Section 3 shall in no event exceed
$600,000,000 in the aggregate (or, in the case of each Investor, its Pro Rata Percentage of such amount) (the “Damages
Commitment Cap”). The obligation of the Investors to fund the Damages Commitment may be reduced by the Investors on a
dollar for dollar basis for purchases of securities of Parent by an assignee or transferee permitted by Section 6 of this
letter agreement. For the avoidance of doubt, nothing herein shall limit the Company’s right to specific performance of the
obligations of Parent, including to effect the Closing, in accordance with Section 9.8 of the Merger Agreement.
4. Company
Consent. Parent agrees that prior to the termination of this letter agreement in accordance with Section 13, it shall not
enter into any voluntary insolvency, bankruptcy, restructuring, reorganization, liquidation, dissolution or other similar proceeding
without the prior written consent of the Company.
5. Certain
Waivers. The Investors each agree that Parent may, pursuant to the terms of the Merger Agreement, at any time and from time to
time, without notice to or further consent of the Investors, extend the time of payment of the Closing Commitment or the Damages
Commitment, as applicable, and may also make any agreement with the Company for the extension, renewal, payment, compromise,
discharge or release thereof, in whole or in part, without in any way impairing or affecting the Investors’ respective
obligations with respect to the Closing Commitment or the Damages Commitment, as applicable, under this letter agreement or
affecting the validity or enforceability of this letter agreement or the Merger Agreement. The Investors each agree that the
obligations of each Investor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (a) the
failure or delay on the part of Parent to assert any claim or demand or to enforce any right or remedy against the Investors (or any
permitted assignee); (b) any change in the time, place or manner of payment of the Closing Commitment or the Damages Commitment, as
applicable, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or
provisions of the Merger Agreement made in accordance with the terms thereof (so long as any such amendments or modifications do not
increase the amount of the Closing Commitment or the Damages Commitment, as applicable); (c) any change in the legal existence,
structure or ownership of Parent or the Investors (or any permitted assignee); (d) any insolvency, bankruptcy, restructuring,
reorganization or other similar proceeding affecting Parent or the Investors (or any permitted assignee); (e) the existence of any
claim, set-off or other right which any Investor (or any permitted assignee) may have at any time against Parent, whether in
connection with the Closing Commitment or the Damages Commitment, as applicable, or otherwise; or (f) the adequacy of any other
means Parent may have of obtaining payment related to the Closing Commitment or the Damages Commitment, as applicable. To the
fullest extent permitted by Law, each Investor hereby expressly waives any and all rights or defenses arising by reason of any Law
which would otherwise require any election of remedies by Parent other than those available under the Merger Agreement. Except as
set forth herein, each Investor waives promptness, diligence, notice of non-performance, default, dishonor and protest, notice of
any Closing Commitment or Damages Commitment, as applicable, incurred and all other notices of any kind (other than notices to be
provided to Parent or Merger Sub pursuant to the Merger Agreement or notices to provided to the Investors hereunder), all defenses
which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right
to require the marshalling of assets of Parent or any Investor (or any permitted assignee hereunder) with respect to the Closing
Commitment or Damages Commitment, as applicable, or otherwise interested in the Transactions, in each case other than (i) defenses
to payment of the Required Amounts or monetary damages that are available to Parent or Merger Sub under the Merger Agreement and
(ii) defenses to payment of the Closing Commitment or the Damages Commitment that are available to the Investors under this letter
agreement, including on account of any breach by the Company of this letter agreement. Each Investor acknowledges that it will
receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this letter agreement are
knowingly made in contemplation of such benefits.
Each Investor hereby unconditionally
and irrevocably waives any rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance,
or enforcement of such Investor’s obligations under or in respect of this letter agreement or any other agreement in connection
herewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, whether
or not such claim, remedy or right arises in equity or under contract, statute or Law, including, without limitation, the right to take
or receive from Parent, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on
account of such claim, remedy or right, unless and until the Closing Commitment or Damages Commitment, as applicable, payable under this
letter agreement shall have been indefeasibly paid in full to Parent in immediately available funds. Notwithstanding anything to the contrary
contained in this letter agreement, the Company agrees that (i) to the extent Parent is relieved of the obligation to pay all or any portion
of the Closing Commitment or the Damages Commitment in accordance with the Merger Agreement, the Investors shall each be similarly relieved
of their pro rata portion of their obligations under this letter agreement and (ii) the Investors may assert, as a defense to, or release
or discharge of, any payment or performance by the Investors under this letter agreement, any claim, set-off, deduction, defense or release
that Parent or Merger Sub could assert against the Company under the Merger Agreement.
6. Enforceability;
Assignment. This letter agreement may only be enforced by Parent and the Investors, except to the extent expressly provided in Section
11 hereof. None of the rights of Parent under this letter agreement may be assigned or transferred without the prior written
consent of the Investors, except that Parent will have the right to assign to the Company Parent’s rights to enforce and
pursue all remedies available at law or equity under this letter agreement, it being understood that any such assignment will not
relieve Parent of any of its obligations to the Company. An Investor’s obligation to fund all or any portion of the Closing
Commitment or the Damages Commitment set forth herein may be assigned or transferred by any Investor to any Person(s); provided,
however, that any such assignment or transferee shall not relieve any Investor of its obligations under this letter agreement
(including its obligation to fund any portion of the Closing Commitment or the Damage Commitment, as applicable) unless and to the
extent actually performed; and Parent and the Company shall be entitled to pursue all rights and remedies against any Investor in
accordance with the terms and conditions of this letter agreement as if such assignment had not occurred. Any assignment or transfer
in violation of any provisions of this Section 6 shall be null and void.
7. No
Modification. This letter agreement may not be terminated, amended or otherwise modified without the prior written consent of
the Company, Parent and the Investors.
8. Governing Law;
Submission to Jurisdiction; Waivers. This letter agreement and all claims or causes of action (whether in contract, tort or
otherwise) that may be based upon, arise out of or relate to this letter agreement, or the negotiation, execution or performance of
this letter agreement or the transactions contemplated hereby, shall be governed by the internal Laws of the State of Delaware
applicable to agreements made and to be performed entirely within such state, without giving effect to its principles or rules of
conflict of Laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the
application of the Laws of another jurisdiction. Each of the parties hereto (i) irrevocably consents to the service of the summons
and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts (as defined below))
in any Legal Proceeding relating to this letter agreement, for and on behalf of itself or any of its properties or assets, in
accordance with Section 10 hereof or in such other manner as may be permitted by applicable Law, and nothing in this Section
8 will affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law; (ii)
irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive
general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of
Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over a particular matter, any federal or state
court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out
of this letter agreement or the transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in
connection with this letter agreement or the transactions contemplated hereby will be brought, tried and determined only in the
Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen
Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees
that it will not bring any Legal Proceeding relating to this letter agreement or the transactions contemplated hereby in any court
other than the Chosen Courts. Each of the parties hereto agrees that a final judgment in any Legal Proceeding in the Chosen Courts
will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable
Law. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS LETTER AGREEMENT,
OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE)
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY
ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS
LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.
9. Counterparts;
Entire Agreement. This letter agreement and any amendments hereto may be executed in one or more counterparts, all of which will
be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the
parties hereto and delivered to the other parties, it being understood that all of the parties hereto need not sign the same
counterpart. Any such counterpart, to the extent delivered by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail or
through an electronic signature service (any such delivery, an “Electronic Delivery”), will be treated in all
manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were
the original signed version thereof delivered in person. No party hereto may raise the use of an Electronic Delivery to deliver a
signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an
Electronic Delivery, as a defense to the formation of a contract, and each party hereto forever waives any such defense, except to
the extent such defense relates to lack of authenticity. This letter agreement, together with the Merger Agreement constitutes the
entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and
understandings, both written and oral, among the parties hereto and all common law duties with respect to the subject matter hereof.
Whenever possible, each provision of this letter agreement will be interpreted in such manner as to be effective and valid under
applicable Law, but if any provision of this letter agreement is held to be prohibited by or invalid under applicable Law, such
provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this letter agreement; provided however that (a) in no event shall this letter agreement be
given effect to without also giving effect to the Closing Commitment Cap and the Damages Commitment Cap (and the Pro Rata Percentage
of each of Investor with respect to each of the Closing Commitment Cap and the Damages Commitment Cap) and (b) the parties hereto
intend that the remedies and limitation on remedies contained in this letter agreement to be construed as integral provisions of
this letter agreement and that such remedies and limitations on remedies shall not be severable in any manner that increases a
party’s (or its Affiliate’s) liability or obligation hereunder or under the Merger Agreement. No party hereto nor the
Company shall assert, and each party and the Company shall cause their respective equityholders, Affiliates and Subsidiaries not to
assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.
10. Notices. All
notices and other communications hereunder must be in writing and will be deemed to have been duly delivered and received hereunder
(i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (ii) one (1)
Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; or
(iii) immediately upon delivery by hand or by email transmission, in each case to the intended recipient as set forth below:
if to the Investors:
Apax XI EUR L.P., Apax XI EUR 1 L.P., APAX XI EUR SCSp, Apax
XI USD L.P.,
Apax XI USD 2 L.P. and APAX XI USD SCSp
c/o Apax Partners US, LLC
601 Lexington Avenue
53rd Floor
New York, NY 10022
| |
Attention: |
Kevin Oliver |
| |
Email: |
*** |
in each case with a copy (which shall not constitute
notice) to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
| |
Attention: |
Srinivas S. Kaushik, P.C. |
| |
|
Sarkis Jebejian, P.C. |
| |
|
Maggie Flores, P.C. |
| |
|
Adarsh Varghese |
| |
Email: |
skaushik@kirkland.com |
| |
|
sarkis.jebejian@kirkland.com |
| |
|
maggie.flores@kirkland.com |
| |
|
adarsh.varghese@kirkland.com |
if to Parent:
c/o Apax Partners LLP
1 Knightsbridge
London SW1X 7LX
United Kingdom
| |
Attention: |
Rohan Haldea; Salim Nathoo |
| |
Email: |
*** |
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
| |
Attention: |
Srinivas S. Kaushik, P.C.; Sarkis Jebejian, P.C.; Maggie Flores, P.C.; Adarsh Varghese |
| |
Email: |
skaushik@kirkland.com; sarkis.jebejian@kirkland.com; maggie.flores@kirkland.com; adarsh.varghese@kirkland.com |
11. No Third Party
Beneficiaries. This letter agreement shall inure to the benefit of and be binding upon Parent and the Investors and shall inure
to the benefit of and be enforceable by the Company and the Related Persons. Except as expressly set forth in this Section
11, nothing in this letter agreement, express or implied, is intended to nor does it confer upon any Person other than Parent,
the Investors and the express third party beneficiaries of this letter agreement and their respective permitted successors and
assigns any rights or remedies under, or by reason of, or any rights to enforce or cause Parent to enforce, the Closing Commitment,
the Damages Commitment or any provisions of this letter agreement or confer upon any Person any rights or remedies against any
Person other than the Investors under or by reason of this letter agreement; provided, however, that, (i) the Company is hereby made
an express and intended third party beneficiary of this letter agreement, and shall have the right to rely on and specifically
enforce and pursue all remedies under this letter agreement, in accordance with this paragraph and the immediately following
paragraph as well as the consent or notice rights of the Company contained herein; and (ii) the Related Persons are express third
party beneficiaries of Section 14 of this letter agreement and shall be entitled to enforce the provisions of Section
14 of this letter agreement. Parent and each Investor agrees not to oppose the granting of any injunction, specific performance
or other equitable relief on the basis that the Company has an adequate remedy at law or that an award of specific performance is
not an appropriate remedy for any reason at law or equity. Parent and each Investor acknowledges and agrees that (a) Parent has
delivered a copy of this letter agreement to the Company and that the Company is relying on the obligations and commitments of
Parent and the Investors hereunder in connection with its decision to enter into the Merger Agreement, and (b) the right of specific
performance under this letter agreement and the Merger Agreement (subject to the conditions in this letter agreement and the Merger
Agreement, respectively) are an integral part of the Transactions, and without those rights, the Company would not have entered into
the Merger Agreement.
If the Company is entitled
to specific performance in accordance with Section 9.8(b) of the Merger Agreement to cause Closing to occur in accordance with the provisions
of the Merger Agreement, then, the Company shall have the right to enforce its and Parent’s rights hereunder without the direction
of Parent or the Investors to cause the Closing Commitment to be funded to Parent pursuant to Section 1 (solely to the extent that
Parent can enforce the funding of the Closing Commitment pursuant to the terms hereof, including subject to satisfaction of the conditions
in Section 2 hereof and solely for purpose of paying the Required Amounts at Closing and for no other purpose). The Company shall
also be entitled to specific performance to cause the Damages Commitment to be funded to Parent under Section 3 hereunder (solely
to the extent that Parent can enforce the funding of such portions of the Damages Commitment pursuant to the terms hereof). For the avoidance
of doubt, the Company is entitled to seek specific performance to cause the funding of the Closing Commitment or the Damages Commitment
in the alternative, but in no event shall the Company be entitled to specific performance to cause the funding of both the Closing Commitment
and the Damages Commitment. Without limiting the foregoing, Parent’s creditors shall have no right to specifically enforce this
letter agreement or to cause Parent to enforce this letter agreement. For the avoidance of doubt, the Closing Commitment or any portion
of the Damages Commitment, as applicable, will be funded to Parent and under no circumstances will the Company or any other Person be
entitled to or seek that the Investors fund, or cause the funding of, any portion of the Closing Commitment or any portion of the Damages
Commitment, as applicable, directly to the Company or any other Person other than Parent.
12. Several
Liability. Each party hereto acknowledges and agrees that (a) this letter agreement is not intended to, and does not, create
any agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto and neither this letter
agreement nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be
construed to suggest otherwise, (b) the obligations of each of the Investors under this letter agreement are solely contractual
in nature and (c) the determination of each Investor was independent of each other. Notwithstanding anything to the contrary
contained in this letter agreement, the liability of each Investor hereunder shall be several, not joint and several, based upon its
respective Pro Rata Percentage, and no Investor shall be liable for any amounts hereunder in excess of its Pro Rata Percentage of
the Closing Commitment or the Damages Commitment, as applicable, or such lesser amount as may be required to be paid by the
Investors in accordance with the terms hereof and the Merger Agreement, as applicable. For purposes of this letter agreement, the
“Pro Rata Percentage” of each Investor is as set forth below (subject to adjustment by the Investors from time to time;
provided that in any event the total Pro Rata Percentage of the Investors (including any permitted assignee or transferee pursuant
to Section 6 of this letter agreement) shall always equal 100% and the representations and warranties of the Investors
contained herein remain true at all times following such adjustment); provided further, that the Investors shall provide written
notice of any such adjustment to Parent no later than one (1) day prior to Closing, and this letter agreement shall be deemed
updated accordingly:
| Apax XI EUR L.P. | |
| 16.84 | % |
| Apax XI EUR 1 L.P. | |
| 0.48 | % |
| APAX XI EUR SCSp | |
| 1.93 | % |
| Apax XI USD L.P. | |
| 76.44 | % |
| Apax XI USD 2 L.P. | |
| 2.32 | % |
| APAX XI USD SCSp | |
| 1.98 | % |
| Total | |
| 100 | % |
13. Termination.
a) The
obligation of the Investors to fund, or cause the funding of, the Closing Commitment will terminate automatically and immediately
(at which time such obligation shall be discharged in full) upon the earliest to occur of (i) the funding of the Closing Commitment
by the Investors, (ii) the consummation of the Closing, (iii) the valid termination of the Merger Agreement in accordance with its
terms, (iv) the payment of all or portion of the Damages Commitment payable pursuant to this letter agreement, or (v) the Company or
any of its Representatives or any other Person, in each case, acting at the direction of the Company (A) asserting, in any Legal
Proceeding, (1) any claim against or with respect to the Investors or any Related Persons in connection with this letter
agreement, the Merger Agreement, the Confidentiality Agreement or the transactions contemplated hereby or thereby (other than a
Retained Claim) or (2) that any provision of this letter agreement is illegal, invalid or unenforceable in whole or part or that the
Investors are liable in excess of or to a greater extent than the Closing Commitment Cap or the Damages Commitment Cap, as
applicable, or (B) instituting any Legal Proceeding in respect of a Retained Claim in any court or tribunal other than a Chosen
Court (as defined in Section 8 of this letter agreement) except any Legal Proceeding in respect of a Retained Claim seeking to
enforce any judgment or decision rendered by any Chosen Court. “Retained Claims” means (i) claims by the Company
against Parent or Merger Sub under the Merger Agreement to (x) specifically enforce Parent’s and Merger Sub’s
obligations thereunder pursuant to Section 9.8 of the Merger Agreement or (y) for monetary damages following a Qualifying
Termination, (ii) claims by the Company against any Investor under this letter agreement to enforce its rights under this letter
agreement, including, without limitation, to enforce the Investors’ (or their respective assignees or transferees permitted by
this letter agreement) respective obligations to fund the Closing Commitment or Damages Commitment (as applicable) in accordance
with the terms hereof, or (iii) claims by the Company against any counterparty under the Confidentiality Agreement. Upon such
termination, all rights and obligations of the parties under this letter agreement shall terminate and there shall be no liability
on the part of any party hereto; provided, that if (x) such termination is pursuant to clause (iii) of this Section 13(a) on account
of a valid termination of the Merger Agreement and (y) the termination of the Merger Agreement is a Qualifying Termination, only the
obligations of the parties with respect to the Closing Commitment shall terminate without any effect on the obligations with respect
to the Damages Commitment and any termination of the Damages Commitment shall be subject to Section 13(b) below.
b) The
obligation of the Investors to fund, or cause the funding of, the Damages Commitment will terminate automatically and immediately
(at which time such obligation shall be discharged in full) upon the earliest to occur of (i) the consummation of the Closing, (ii)
termination of the Merger Agreement other than a Qualifying Termination, (iii) ninety (90) days following any Qualifying
Termination, unless a Legal Proceeding is commenced by the Company against Parent or any Investors with respect to any Parent
Liability (a “Qualifying Suit”) before the expiry of such ninety (90) days, (iv) the payment by the Investors
and/or Parent of an aggregate amount sufficient to satisfy the Parent Qualifying Termination Liability that becomes payable
hereunder, or (v) the Company or any of its Representatives or any other Person, in each case, acting at the direction of the
Company (A) asserting, in any Legal Proceeding, (1) any claim against or with respect to the Investors or any Related Persons
in connection with this letter agreement, the Merger Agreement, the Confidentiality Agreement or the transactions contemplated
hereby or thereby (other than a Retained Claim) or (2) that any provision of this letter agreement is illegal, invalid or
unenforceable in whole or part or that the Investors are liable in excess of or to a greater extent than the Closing Commitment or
the Damages Commitment, as applicable, or (B) instituting any Legal Proceeding in respect of a Retained Claim in any court or
tribunal other than a Chosen Court (as defined in Section 8 of this letter agreement) except any Legal Proceeding in respect of a
Retained Claim seeking to enforce any judgment or decision rendered by any Chosen Court. Upon such termination, all rights and
obligations of the parties under this letter agreement shall terminate and there shall be no liability on the part of any party,
including with respect to the Closing Commitment or the Damages Commitment. In the event that a Qualifying Suit is timely commenced,
the Investors shall have no further liability or obligation under this letter agreement with respect to the Damages Commitment from
and after the earliest of (x) a final, non-appealable resolution of such Qualifying Suit determining that the Investors do not owe
any amount pursuant to Section 3 of this letter agreement, (y) a written agreement between the Investors, on the one hand,
and the Company, on the other hand, terminating the liabilities and obligations of the Investors pursuant to this letter agreement
(but subject to the indefeasible payment of any Parent Liability subject to such agreement) and (z) the indefeasible payment of an
aggregate amount equal to the Damages Commitment that is due and payable and receipt by the Company of the Parent Qualifying
Termination Liability or any such lesser amount as may be determined by the court of competent jurisdiction in a Qualifying Suit as
being due and payable by Parent to the Company.
14.
No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement or any contract, document
or instrument delivered in connection herewith, and notwithstanding the fact that the Investors may be partnerships or limited liability
companies, by its acceptance of the benefits of this letter agreement, Parent acknowledges and agrees that no Person other than the Investors
have any obligations hereunder and that no recourse shall be had hereunder, or for any claim based on, in respect of, or by reason of,
such obligations or their creation, or in respect of any oral representations made or alleged to be made in connection herewith or therewith,
against, and no personal liability shall attach to, be imposed on or otherwise be incurred by any Related Person, whether by or through
attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Related Person, by the enforcement
of any assessment or by any Legal Proceeding, by virtue of any Law, or otherwise, in each case, except for Retained Claims against the
Investors or Parent only, as such Retained Claims are expressly described in this letter. For the purposes of this letter agreement, “Related
Person” means (i) any former, current and future equityholders, controlling persons, directors, officers, employees, agents,
Affiliates, affiliated (or commonly advised) funds, members, managers, general or limited partners or assignees (other than an assignee
permitted under Section 6 of this letter agreement to whom this letter agreement is actually assigned) or successors of the Investors
or (ii) any former, current or future equityholders, controlling persons, directors, officers, employees, agents, Affiliates,
affiliated (or commonly advised) funds, members, managers, general or limited partners, or assignees (other than an assignee permitted
under Section 6 of this letter agreement to whom this letter agreement is actually assigned) or successors of any of the foregoing.
15.
Confidentiality. This letter agreement shall be treated as confidential by Parent and is being provided to Parent (and made
available to the Company and its Representatives) solely in connection with the Transactions. This letter agreement may not be used, circulated,
quoted or otherwise referred to in any document, except with the written consent of the Investors; provided that no such written consent
shall be required for disclosure to the Company and its Representatives, so long as such Persons are directed to keep such information
confidential consistent with the terms contained in this paragraph; provided, further, that Parent and the Company may disclose the existence
and content of this letter agreement to the extent required by Law, the applicable rules of any national securities exchange or in connection
with any required regulatory filings or U.S. Securities and Exchange Commission filings relating to the Transactions or in connection
with the assertion or enforcement of any Retained Claims or third party beneficiary rights of the Company.
16. Investor
Representations. Each Investor hereby severally (and not jointly or jointly and severally) represents and warrants to Parent and
the Company that (a) it has all organizational power and authority to execute, deliver and perform this letter agreement,
(b) the execution, delivery and performance of this letter agreement by such Investor has been duly and validly authorized
and approved by all necessary organizational action by it and does not and will not contravene, conflict with or violate the limited
partnership agreement or other similar governing documents of such Investor, (c) this letter agreement has been duly and
validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in
accordance with the terms of this letter agreement, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect
affecting generally the enforcement of creditors’ rights and remedies and general principles of equity, (d) it has and will
have at all times during the effectiveness of this letter agreement the financial capacity to pay and perform its obligations under
this letter agreement and has and will have at all times during the effectiveness of this letter agreement sufficient assets (or the
right to obtain such assets) to fulfill its commitments under this letter agreement, and (e) except as set forth in the Merger
Agreement (or the schedules thereto), all consents, approvals, authorizations, permits of, filings with and notifications to, any
Governmental Authority necessary for the due execution, delivery and performance of this letter agreement by such Investor have been
obtained or made, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with
the execution, delivery or performance of this letter agreement.
* * * * *
(signature pages follow)
If this letter agreement is
agreeable to you, please so indicate by signing in the space indicated below.
| |
Very truly yours, |
| |
|
| |
Apax XI EUR L.P. |
| |
|
| |
By: Apax XI GP Co. Limited |
| |
Its: Investment Manager |
| |
|
| |
By: |
/s/ Simon Cresswell |
| |
Name: |
Simon Cresswell |
| |
Title: |
General Counsel |
| |
|
|
| |
By: |
/s/ Victoria Merrien |
| |
Name: |
Victoria Merrien |
| |
Title: |
Authorized signatory for and on behalf of Apax Partners Geurnsey Limited as company secretary to Apax XI GP Co. Limited |
| |
Apax XI EUR 1 L.P. |
| |
|
| |
By: Apax XI GP Co. Limited |
| |
Its: Investment Manager |
| |
|
| |
By: |
/s/ Simon Cresswell |
| |
Name: |
Simon Cresswell |
| |
Title: |
General Counsel |
| |
|
|
| |
By: |
/s/ Victoria Merrien |
| |
Name: |
Victoria Merrien |
| |
Title: |
Authorized signatory for and on behalf of Apax Partners Geurnsey Limited as company secretary to Apax XI GP Co. Limited |
[Signature Page to Equity Commitment Letter]
| |
APAX XI EUR SCSP |
| |
|
| |
By: Apax XI GP SARL |
| |
Its: Managing General Partner |
| |
|
| |
By: |
/s/ Geoffrey Limpach |
| |
Name: |
Geoffrey Limpach |
| |
Title: |
Class A Manager |
| |
|
|
| |
By: |
/s/ Pedro Neves |
| |
Name: |
Pedro Neves |
| |
Title: |
Class A Manager |
| |
Apax XI USD L.P. |
| |
|
| |
By: Apax XI GP Co. Limited |
| |
Its: Investment Manager |
| |
|
| |
By: |
/s/ Simon Cresswell |
| |
Name: |
Simon Cresswell |
| |
Title: |
General Counsel |
| |
|
|
| |
By: |
/s/ Victoria Merrien |
| |
Name: |
Victoria Merrien |
| |
Title: |
Authorized signatory for and on behalf of Apax Partners Geurnsey Limited as company secretary to Apax XI GP Co. Limited |
[Signature Page to Equity Commitment Letter]
| |
Apax XI USD 2 L.P. |
| |
|
| |
By: Apax XI GP Co. Limited |
| |
Its: Investment Manager |
| |
|
| |
By: |
/s/ Simon Cresswell |
| |
Name: |
Simon Cresswell |
| |
Title: |
General Counsel |
| |
|
|
| |
By: |
/s/ Victoria Merrien |
| |
Name: |
Victoria Merrien |
| |
Title: |
Authorized signatory for and on behalf of Apax Partners Geurnsey Limited as company secretary to Apax XI GP Co. Limited |
| |
APAX XI USD SCSP |
| |
|
| |
By: Apax XI GP SARL |
| |
Its: Managing General Partner |
| |
|
| |
By: |
/s/ Geoffrey Limpach |
| |
Name: |
Geoffrey Limpach |
| |
Title: |
Class A Manager |
| |
|
|
| |
By: |
/s/ Pedro Neves |
| |
Name: |
Pedro Neves |
| |
Title: |
Class A Manager |
[Signature Page to Equity Commitment Letter]
Accepted and agreed to as of the first date written above.
| Tasmania Midco, LLC |
|
| |
|
| By: |
/s/ Marc Henckel |
|
| Name: |
Marc Henckel |
|
| Title: |
President and Secretary |
|
[Signature Page to Equity Commitment Letter]
Exhibit
(c)(ii)
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Project Tempest D I S C U S S I O N M AT E R I A L S M A Y 2 0 2 3 C O N F I D E N T I A L
The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice . Disclaimer P R O J E C T T E M P E S T C O N F I D E N T I A L DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions C O N F I D E N T I A L Executive Summary P R O J E C T T E M P E S T
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Today’s Meeting Topics E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T 1 2 Illustrative Valuation Review of financial and trading performance Preliminary valuation analysis 3 Review of Lazard Diligence Summary of diligence sessions with Tempest management Review of historical and projected financials Analysis of Atlas offer Overview of Atlas Proposal Potential response framework 1
Lazard’s Diligence Process E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Diligence Process Key Diligence Areas Lazard conducted diligence on Tempest’s historical performance, 2023 guidance, 5 - year financial forecast (the “Tempest Management Plan”) and competitive positioning Lazard held diligence calls with Tempest management to gain a deeper understanding of its business and financial performance, budgeting process, management plan, strategy and competitive landscape Following calls, Lazard provided subsequent follow - up questions and various data requests for further review Lazard also reviewed board presentations, historical financial statements, budgets and forecasts, capitalization / debt information, analysis of tax assets and other information provided by management Lazard conducted further diligence following Tempest’s Q1 2023 earnings announcement and revision of 2023 guidance Lazard’s diligence focused on the following key areas, among others: Historical (annual) and recent (quarterly) financial performance Evolution of KPIs (e.g., pipeline, backlog, utilization, headcount, bill rates, attrition, retention trends) Customer concentration, top customers, account health, customer contracts and material churn events Go - to - market strategy and performance FY2023 Budget Tempest Management Plan Model architecture and key assumptions Positioning & Competitive Dynamics Company positioning and key differentiators Key competitors and win rates Market trends by vertical and by geography Near - term growth outlook relative to peers 1 1. Historical Business and Financial Performance 2 2. Management’s Financial Projections 3 3. DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Review of Lazard Diligence 2
Key Diligence Learnings E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Emerging provider of consulting and digital transformation services; known for thought leadership, premium positioning and pricing Best positioned when clients are less budget - constrained and focused on longer - term / transformational strategic projects; facing headwinds in a current market focused on efficiency more than growth Limited outbound marketing historically; has been a beneficiary of inbound demand, given robust market for digital transformation Historically <20% of bookings were derived from outbound marketing, increasing Tempest’s vulnerability in budget - constrained environments; Tempest has recently invested in outbound GTM to reduce reliance on inbound demand Tempest Positioning Revenue growth stalled in late 2022 / early 2023 due to various headwinds (largely macro) that have caused clients to reduce budgets, leading to delays, reductions in project scope, outright cancellations, a longer - than - typical sales cycle and slower new project ramping 2023 Revenue growth guidance of 0.5 – 2.5% issued in late February was a surprise to the market and the stock fell 17% (consensus for 2023 was ~13% at the time); in early May, 2023 Revenue growth guidance was revised down to (3%) – (1%) Tempest believes there is risk to hitting the Q3 forecast based on the current pipeline; better visibility into Q3 will not materialize until late May and early June Tempest’s contracts are largely short - term and projects can start and stop easily, making visibility limited beyond 12 weeks out Tempest is undergoing headcount cuts and a GTM revamp, and has engaged McKinsey to drive growth in the BFSI vertical Tempest Management Plan assumes no change during 2023 in the macro backdrop, but that the GTM revamp will bear fruit beginning in late Q3 and continuing into Q4 Recent Performance and FY23 Guidance Tempest forecasts 2024 – 27 growth to rebound to 20%+ Tempest derives confidence in 2024 growth from the company’s return to growth after previous market contractions, but acknowledges that 2024 growth is dependent on exiting 2023 consistent with the current forecast Tempest’s 2025 to 2027 growth assumptions are predicated on macro market growth for digital transformation services and the company’s differentiated services and limited market penetration Long - term strategy calls for continued focus on existing clients, expansion of GTM, expansion of technology capabilities and modest M&A plans 1 Long - Term Plan DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Review of Lazard Diligence Source: Tempest Management. 1. Future M&A is not explicitly modeled in the Tempest Management Plan. 3
$337 $473 $540 $534 $675 $822 $997 $1,210 Tempest Management Plan ($ in millions) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 Source: Tempest Management. 1. 2. 3. Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. Excludes stock - based compensation, associated payroll taxes and D&A. Excludes stock - based compensation, associated payroll taxes and non - recurring items. $803 $1,070 $1,296 $1,274 $1,574 $1,923 $2,323 $153 $224 $257 $223 $308 $382 $475 $583 Organic growth 1 (%) +4% +31% CY’27E CY’26E CY’25E CY’24E CY’23E CY’22A CY’21A CY’20A DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Review of Lazard Diligence +19% (4%) +24% +22% +21% +21% $2,809 Adj. Gross Profit Margin (%) 42% 44% 42% 42% 43% 43% 43% 43% Adj. EBITDA Margin (%) 19% 21% 20% 18% 20% 20% 20% 21% Negative 4% Organic growth projected in CY’23E driven by macro weakness Tempest forecasts a rebound in growth rate in CY’ 24 E, tapering moderately through CY’ 27 E Minor improvement in Adjusted Gross Profit Margin driven by gradual mix shift towards higher margin offshore work Minor improvement in Adjusted EBITDA Margin driven by Adjusted Gross Profit Margin improvement noted above, and SG&A efficiencies Mgmt. Observations & Assumptions Actuals Tempest Management Plan 4
Potential Opportunities and Challenges in the Tempest Management Plan Tempest management has highlighted the following opportunities and challenges related to executing the Tempest Management Plan E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Review of Lazard Diligence Key Opportunities Key Challenges High long - term growth potential given large digital services TAM and small relative share Historical precedent of rebounding to 20%+ growth following downturns Recent restructuring initiatives around GTM, headcount RIFs and partnerships Uncertainty around timing of market rebound Lack of visibility in business; short - term nature of pipeline Uncertainty regarding Q3’23 pipeline trajectory below prior years Lack of outbound / GTM capabilities historically Uncertainty regarding success of recent restructuring and GTM initiatives Source: Tempest Management. 5
Tempest Management Plan vs. Consensus: Estimates E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T YoY Organic Revenue Growth Adjusted EBITDA Margin 21% 19% 4% 31% 19% (4%) 24% (5%) 13% CY2018A CY2019A CY2020A CY2021A CY2022A CY2023E CY2024E Source: Tempest Management, company filings, Wall Street research and FactSet as of 5/9/2023. Note: All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 14% 14% 19% 21% 20% 18% 20% 17% 18% CY2018A CY2019A CY2023E CY2024E CY2020A CY2021A CY2022A Actuals / Tempest Management Plan Tempest Broker Consensus DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Review of Lazard Diligence Observations CY2023E Tempest Management Plan is approximately in line with street CY2024E consensus Revenue growth is materially below Tempest Management Plan Consensus Adjusted EBITDA Margin in CY2023E is approximately in line with Tempest Management Plan Consensus Adjusted EBITDA Margin in CY 2024 E is slightly below Tempest Management Plan Actuals Tempest Mgmt. Plan 6
0 10 15 20 25 30 35 $40 Sep - 21 Jan - 22 May - 22 Sep - 22 Jan - 23 May - 23 Source: FactSet as of 5/8/2023 and company filings. Note: 1. VWAP reference prices reflect figures as of the last unaffected date (5/1/2023). Reflects closing price on May 1, 2023, last day prior to market rumors regarding a potential Atlas bid. Share Price Performance Since IPO ($ per share) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Max. Closing Price: $34.41 on 9/17/2021 Unaffected Price: $6.22 on 5/1/2023 1 5 Current: $7.65 DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Illustrative Valuation Tempest Share Price Performance Selected Reference Prices Implied Atlas Premium IPO Price $21.00 (47.6%) 12 - month VWAP $11.03 (0.2%) 6 - month VWAP $8.34 31.9% 3 - month VWAP $7.46 47.5% 1 - month VWAP $6.75 62.9% Unaffected Share Price 1 $6.22 76.8% 7
Broker Target Prices and Recommendations ($ per share) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Broker Recommendations Monthly Evolution Since IPO Summary of Broker Target Prices and Recommendations 3 Target Price Rating Firm Date 12.00 Buy 05/09/2023 10.00 Buy 05/09/2023 9.00 Buy 05/09/2023 9.00 Buy 05/09/2023 7.50 Hold 05/09/2023 – 1 Buy 05/09/2023 $12.00 High $7.50 Low $9.50 Mean $9.00 Median $6.22 Unaffected Share Price 2 44.7% % Median Above (Below) Unaffected Source: Wall Street research and FactSet as of 5/9/2023. Note: 1. 2. 3. Tempest completed its IPO on September 15, 2021. William Blair has maintained “Outperform” rating in recent research without naming a specific price target. Reflects closing price on May 1, 2023, last day prior to market rumors regarding a potential Atlas bid. Only includes brokers that have updated their target prices and recommendations following Q1’23 earnings on May 9, 2023. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $0 $5 $10 $15 $20 $25 $30 $35 $40 10/2021 11/2021 12/2021 01/2022 02/2022 03/2022 04/2022 05/2022 06/2022 07/2022 08/2022 09/2022 10/2022 11/2022 12/2022 01/2023 02/2023 03/2023 04/2023 Current Buy Hold Sell Share Price Target Price Price Per Share Percentage of Broker Recommendations DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Illustrative Valuation 8
Overview of Valuation Methodologies Applied E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T 52 - Week Trading Range Analyst Price Targets DCF Discounted cash flow analysis based on Tempest Management Plan (5 - year projections) Net Operating Losses (NOLs) valued separately based on Tempest Management Plan’s projected NOL depletion schedule and added to DCF - implied valuation Public Comparables Relative valuation analysis based on selected comparable public companies, including Digital IT services peers and Diversified IT services peers Analysis applies CY2023E EBITDA (adjusted for share - based compensation) peer multiples to Tempest Management Plan’s projected CY2023E Adjusted EBITDA of $223m Precedent Transactions Relative valuation analysis based on selected comparable IT services transactions Analysis applies LTM EBITDA (adjusted for share - based compensation) deal multiples to Tempest’s LTM (as of 3/31/23) Adjusted EBITDA of $219m Low and high range of Tempest’s closing stock prices over last 52 weeks Low and high range of broker target prices for Tempest REFERENCE ONLY Premia Historical premia analysis Precedent all - cash technology and IT services public company majority acquisitions by financial sponsors Precedent public minority transactions by a controlling shareholder DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Illustrative Valuation Source: Tempest Management. 9
Preliminary Valuation Summary ($ in millions except per share values) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Source: Tempest Management, company filings, Wall Street research and FactSet as of 5/9/2023. Note: 1. 2. 3. Implied share prices based on Tempest’s balance sheet and FDSO as of 3/31/2023, pro forma for the subsequent payment in April 2023 of $14.4m of contingent consideration related to the acquisition of Connected. As of 3/31/2023. Applied to Tempest unaffected price (5/1/2023). Represents median controlling shareholder final bid premium to unaffected share price prior to offer announcement or market rumors for minority stakes in public companies. DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Illustrative Valuation $0.00 $5 10.00 $15.00 $2 0 25.00 Commentary Implied EV Implied Share Price ($) Input Based on EV/CY2023E Adjusted EBITDA multiples of global peers Low : 9.5x (25 th percentile of global peers: 9.3x) High : 13.5x (75 th percentile of global peers: 13.5x) $2,120 – $3,012 $8.19 $ $223m $5.63 EV / CY2023E Adjusted EBITDA Public Comparables Based on EV/LTM Adjusted EBITDA multiples of precedent comparable IT services transactions Low : 9.5x (Sitel Group/Sykes: 9.4x) High : 17.0x (Capgemini/iGate: 17.0x) $2,078 – $3,719 $10.22 $219m $5.51 EV / LTM 1 Adjusted EBITDA Precedent Transactions Based on Tempest Management Plan WACC of 13.0% – 17.0%, Terminal Value multiple of 9.5x – 13.5x NTM Adjusted EBITDA $3,436 – $5,367 4 $9.41 $14.9 5 - y e a r P l a n Tempest Management Plan DCF 52 - Week High close of $17.95 on 6/2/22 52 - Week Low close of $6.08 on 4/25/23 $2,276 – $6,425 $17.95 $6.08 to $17.95 $6.08 52 - Week Trading Range RBC Capital Markets (5/9/23): Price target of $12.00 Piper Sandler (5/9/23): Price target of $7.50 $2,772 – $4,341 $12.00 $7.50 to $12.00 $7.50 Analyst Price Targets For Reference Only Median of all - cash tech and IT services transactions in the 10
Overview of the Atlas Proposal Submitted on March 16, 2023 E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Source: FactSet as of 5/8/2023 and Atlas Bid Proposal as of 3/16/2023. 1. Based on Tempest’s balance sheet and FDSO as of 3/31/2023, pro forma for the subsequent payment in April 2023 of $14.4m of contingent consideration related to the acquisition of Connected. Offer Value Stated Rationale Atlas proposes to acquire all outstanding shares of common stock not owned by Atlas or its affiliates on a fully diluted basis Offer value of $11.00 per share in cash, representing: 55% premium to Tempest closing price of $7.09 on 3/16/2023 42% premium to Tempest’s 1 - month VWAP of $7.73 as of 3/16/2023 77% premium to Tempest unaffected closing price of $6.22 on 5/1/2023 Offer implies an equity value of $3.8bn, an enterprise value of $4.0bn and an EV / LTM Adjusted EBITDA multiple of 18.3x 1 Proposal represents a compelling premium and offers immediate liquidity and certainty of value amid a particularly challenging and uncertain market and operating environment Tempest has underperformed peers and issued guidance below consensus expectations for three consecutive quarters Relative underperformance is driven by several factors including business mix, lack of focus on outbound sales, and Tempest’s special federated culture that has made it harder for the Company to respond quickly to changes in utilization Key Terms & Process Considerations Not conditioned on the approval of a majority of the minority shareholders Only interested in acquiring shares that Atlas or its affiliates do not currently own No interest in a disposition or sale of Atlas or its affiliates’ holdings in Tempest No interest in voting for or participating in an alternative change of control or similar transaction involving Tempest Will not proceed with the proposal unless it is recommended to the Board of Directors by the Special Committee, advised by legal and financial advisors Requires only 3 weeks of diligence given familiarity with the company, to be undertaken concurrently with negotiation of definitive agreement Not subject to financing conditions DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Analysis of Atlas Offer 11
Analysis at Various Prices ($ in millions except per share values) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Source: Tempest Management, Atlas Bid Proposal as of 3/16/2023, company filings, FactSet as of 5/8/2023. 1. As of 3/31/2023. Atlas Proposal 3/16 Current Price 5/8 Unaffected Price 5/1 $17.00 $16.00 $15.00 $14.00 $13.00 $12.00 $11.00 $7.65 $6.22 Price Per Share 173% 157% 141% 125% 109% 93% 77% 23% 0% % vs. Unaffected as of 5/1 ($6.22) 140% 126% 112% 97% 83% 69% 55% 8% (12%) % vs. Spot Price as of 3/16 ($7.09) 152% 137% 122% 107% 92% 78% 63% 13% (8%) % vs. 1 - Month VWAP as of 5/1 ($6.75) 120% 107% 94% 81% 68% 55% 42% (1%) (20%) % vs. 1 - Month VWAP as of 3/16 ($7.73) (5%) (11%) (16%) (22%) (28%) (33%) (39%) (57%) (65%) % vs. 52 Week High ($17.95) 346.2 345.9 345.6 345.2 345.0 344.6 344.2 342.2 340.7 FDSO $5,886 $5,535 $5,184 $4,833 $4,484 $4,136 $3,787 $2,503 $2,119 Implied Equity Value $206 $206 $206 $206 $206 $206 $206 $206 $206 Net Debt $6,091 $5,741 $5,390 $5,039 $4,690 $4,341 $3,993 $2,824 $2,325 Implied Enterprise Value Adj. EBITDA 23.7x 22.4x 21.0x 19.6x 18.3x 16.9x 15.5x 11.0x 9.1x $257 CY’22A Implied EV / Adjusted EBITDA 27.3x 25.7x 24.2x 22.6x 21.0x 19.5x 17.9x 12.7x 10.4x $223 CY’23E 19.8x 18.6x 17.5x 16.4x 15.2x 14.1x 13.0x 9.2x 7.6x $308 CY’24E 27.8x 26.2x 24.6x 23.0x 21.4x 19.8x 18.3x 12.9x 10.6x $219 LTM 1 DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Analysis of Atlas Offer 12
Response Considerations Negotiations should be conducted between Lazard and Atlas / Goldman Sachs The following counter proposals should be considered even if primarily used in trade for more obtainable propositions E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Analysis of Atlas Offer Source: Atlas Bid Proposal as of 3/16/2023. 1. Pre - emptively rejected in initial proposal. Economic / Price Non - Economic Offer price vs. fair value Market check / go - shop 1 Majority approval of the minority shareholders 1 Reverse termination fee Shorter due diligence timeline Maximum deal certainty in definitive documentation 13
Proposed Next Steps E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Discuss and align on offer value / premium in counterproposal Discuss non - economic terms in counterproposal Discuss potential items to clarify in Atlas offer ─ Diligence required DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Analysis of Atlas Offer 14
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions C O N F I D E N T I A L Supporting Analyses P R O J E C T T E M P E S T
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions S U P P O R T I N G A N A L Y S E S P R O J E C T T E M P E S T Source: Company filings, Wall Street research and FactSet as of 5/8/2023. 1. 2. All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. Organic revenue growth figures are shown where available. Comparable Companies Analysis ($ in billions) 3 '23 – '24 '22 – '23 '21 – '22 24E 23E 22A 24E NTM 23E 22A 24E NTM 23E 22A Value Value High Low Company Digital IT Services 14% 3% 23% 19% 17% 18% 11.5x 13.9x 14.1x 13.7x 2.14x 2.39x 2.45x 2.52x $12.2 $13.9 (49%) 0% EPAM Systems 21% 11% 39% 21% 21% 21% 11.4 14.0 14.0 16.0 2.40 2.90 2.90 3.37 6.0 6.2 (41%) 0% Globant 22% 22% 32% 25% 25% 23% 8.4 10.4 10.4 12.8 2.07 2.56 2.56 3.00 2.3 2.4 (54%) 1% Endava 17% 7% 28% 20% 19% 20% 9.9x 12.2x 12.2x 13.2x 2.10x 2.47x 2.51x 2.76x 25th Percentile 19% 12% 31% 21% 21% 21% 10.5 12.8 12.9 14.1 2.20 2.61 2.64 2.96 Mean 21% 11% 32% 21% 21% 21% 11.4 13.9 14.0 13.7 2.14 2.56 2.56 3.00 Median 21% 16% 35% 23% 23% 22% 11.5 14.0 14.1 14.8 2.27 2.73 2.73 3.18 75th Percentile Diversified IT Services 8% 5% 14% 22% 22% 21% 11.3x 12.1x 12.1x 13.1x 2.49x 2.65x 2.68x 2.81x $175.9 $179.4 (17%) 8% Accenture 6% 4% 15% 16% 16% 16% 8.3 8.9 8.9 9.3 1.33 1.41 1.41 1.46 35.5 32.6 (14%) 6% Capgemini 5% 1% 7% 19% 18% 20% 7.7 8.1 8.3 7.7 1.44 1.49 1.51 1.51 29.4 31.6 (19%) 19% Cognizant Tech 6% 3% 11% 17% 17% 18% 8.0x 8.5x 8.6x 8.5x 1.38x 1.45x 1.46x 1.49x 25th Percentile 6% 3% 12% 19% 19% 19% 9.1 9.7 9.8 10.1 1.75 1.85 1.87 1.93 Mean 6% 4% 14% 19% 18% 20% 8.3 8.9 8.9 9.3 1.44 1.49 1.51 1.51 Median 7% 4% 15% 20% 20% 20% 9.8 10.5 10.5 11.2 1.97 2.07 2.10 2.16 75th Percentile 7% 3% 15% 19% 18% 19% 8.3x 9.3x 9.3x 10.2x 1.60x 1.72x 1.75x 1.77x Global 25th Perc. 13% 8% 22% 20% 20% 20% 9.8 11.2 11.3 12.1 1.98 2.23 2.25 2.45 Global Mean 11% 4% 19% 20% 19% 20% 9.9 11.3 11.3 12.9 2.10 2.47 2.51 2.66 Global Median 19% 10% 30% 22% 22% 21% 11.4 13.5 13.5 13.5 2.34 2.63 2.65 2.95 Global 75th Perc. Enterprise Value / % Ch. 52 Wk. Equity Enterprise Revenue Adj. EBITDA 1 Adj. EBITDA Margin 1 Revenue Grow th 2 15
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Precedent Transactions ($ in millions unless otherwise stated) S U P P O R T I N G A N A L Y S E S P R O J E C T T E M P E S T EV / LTM Adj. EBITDA Enterprise Value Target Acquiror Announcement Date 9.4x $2,160 Sykes Sitel Group Jun - 21 16.4 $1,993 Virtusa Baring Private Equity Sep - 20 12.5 1 $5,000 DXC ( HHS Business ) Veritas Capital Mar - 20 11.2 €5,078 Altran Capgemini Jun - 19 15.3 $1,989 Luxoft DXC Jan - 19 13.3 $3,586 Syntel Atos Jul - 18 10.6 1 $2,000 Aricent Altran Nov - 17 17.0 $4,603 iGate Capgemini Apr - 15 16.1 $3,402 Sapient Publicis Nov - 14 11.2x 25th Percentile 13.5x Mean 13.3x Median 16.1x 75th Percentile Source: Tempest Management, company filings, Wall Street research. Note: 1. All EBITDA figures calculated on a pre - SBC basis where available. DXC (State & Local HHS Business) and Aricent EBITDA multiples are shown as disclosed by the respective companies and may be burdened for SBC due to lack of available information. 16
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Discounted Cash Flow Analysis – Tempest Management Plan ($ in millions except per share values) S U P P O R T I N G A N A L Y S E S P R O J E C T T E M P E S T Tempest Management Plan Q2 CY'23E Q3 CY'23E Q4 CY'23E CY2024E CY2025E CY2026E CY'27E / TV Actuals Q1 CY'23A CY2022A $47 $71 $71 $308 $382 $475 $583 Adjusted EBITDA $257 $35 15.5% 21.8% 20.8% 19.6% 19.9% 20.4% 20.8% (5) (5) (5) (25) (30) (37) (45) (19) (19) (20) (55) (67) (81) (98) % Margin 19.8% 11.3% Depreciation & Amortization 1 (21) (5) Stock - Based Compensation (251) (18) $22 $46 $45 $228 $284 $356 $440 Adjusted EBIT 1 ($15) $12 7.4% 14.3% 13.3% 14.5% 14.8% 15.3% 15.7% (14) (12) (12) (74) (92) (116) (143) 62.8% 25.8% 26.2% 32.5% 32.5% 32.5% 32.5% % Margin (1.2%) 3.8% Taxes (6) % Effective Tax Rate 53.7% $8 $34 $33 $154 $192 $240 $297 NOPAT $5 2.8% 10.6% 9.8% 9.8% 10.0% 10.3% 10.6% 5 5 5 25 30 37 45 2 1 1 6 8 9 11 (15) (4) (1) (36) (45) (52) (63) (7) (8) (8) (38) (46) (56) (67) % Margin 1.8% Plus: Depreciation & Amortization Plus: Bad Debt Expense 2 Less: Increase in NWC Less: Capital Expenditures ($7) $30 $30 $111 $139 $179 $223 Unlevered Free Cash Flow Source: Tempest Management, company filings, Wall Street research and FactSet as of 5/8/2023. Note: DCF assumes mid - year convention and valuation date as of 3/31/2023. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $16m - $17m, refer to p.18 for further detail. D&A and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs and NOL utili zation. 1. 2. 3. Enterprise Value at CY2027E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2027E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q2 '23E – '26E WACC 13.5x 12.5x 11.5x 10.5x 9.5x $4,731 $4,407 $4,083 $3,760 $3,436 4,880 4,546 4,212 3,878 3,543 5,036 4,691 4,345 4,000 3,655 5,198 4,841 4,484 4,128 3,771 5,367 4,998 4,630 4,261 3,892 13.5x 12.5x 11.5x 10.5x 9.5x $13.12 $12.19 $11.26 $10.33 $9.41 13.54 12.59 11.63 10.67 9.71 13.99 13.00 12.01 11.02 10.03 14.45 13.43 12.41 11.39 10.37 14.94 13.88 12.83 11.77 10.71 17.0% 16.0% 15.0% 14.0% 13.0% $346 352 358 365 372 Equity Value at CY2027E (NTM) Adjusted EBITDA Multiple of Implied PGR 3 at CY2027E (NTM) Adjusted EBITDA Multiple of WACC 13.5x 12.5x 11.5x 10.5x 9.5x $4,525 $4,201 $3,878 $3,554 $3,230 4,674 4,340 4,006 3,672 3,337 4,830 4,485 4,139 3,794 3,449 4,992 4,635 4,279 3,922 3,565 5,161 4,792 4,424 4,055 3,686 13.5x 12.5x 11.5x 10.5x 9.5x 13.9% 13.7% 13.4% 13.1% 12.7% 13.0% 12.7% 12.4% 12.1% 11.7% 12.0% 11.7% 11.4% 11.1% 10.7% 11.0% 10.7% 10.5% 10.1% 9.7% 10.0% 9.8% 9.5% 9.1% 8.7% 17.0% 16.0% 15.0% 14.0% 13.0% 17
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest NOLs Discounted Cash Flow Analysis – Tempest Management Plan ($ in millions) S U P P O R T I N G A N A L Y S E S P R O J E C T T E M P E S T Source: Tempest Management. 1. Discounted at a Cost of Equity of 16.0%, representing the midpoint of the WACC analysis Cost of Equity. Tempest Management Plan Q2 2023E Q3 2023E Q4 2023E CY2024E CY2025E CY2026E CY2027E Depletion Schedule $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 0.0 0.0 0.0 0.2 0.2 0.2 0.2 Actuals Q1 2023A Gross Tax Effected Corporate Entity Depletion By NOL Balance NOL Balance U.S. NOLs TWINC 31 - Dec - 27 $1.7 $0.1 TRAQC 31 - Dec - 27 4.0 0.8 $0.0 $0.1 $0.1 $0.2 $0.2 $0.2 $0.2 Total US $5.7 $0.9 Non - U.S. NOLs $0.2 $0.2 $0.2 $0.8 - - - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.4 0.4 1.4 1.4 1.4 1.4 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.0 0.0 0.0 0.1 - - - 0.1 0.1 0.1 0.3 0.3 0.3 0.3 0.0 0.0 0.0 0.2 0.2 0.2 0.2 0.1 0.1 0.1 0.4 0.4 0.4 0.4 0.3 0.3 0.3 1.3 1.3 - - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.3 0.3 0.3 0.3 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.0 0.0 0.0 0.2 0.2 0.2 0.2 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.2 0.2 0.2 TWAUS 31 - Dec - 24 $4.9 $1.5 AUSGP 31 - Dec - 27 0.3 0.1 TWBRA 31 - Dec - 27 19.6 6.7 TWBRZ 31 - Dec - 27 1.0 0.3 TWCHL 31 - Dec - 24 0.4 0.1 CNBSU 31 - Dec - 27 5.8 1.5 CNCDU 31 - Dec - 27 4.8 0.7 CNXAU 31 - Dec - 27 11.2 1.7 TWDEU 31 - Dec - 25 10.7 3.6 TWHKG 31 - Dec - 27 1.4 0.2 TWITA 31 - Dec - 27 1.0 0.3 TWESP 31 - Dec - 27 6.2 1.6 TWTHA 31 - Dec - 27 2.9 0.6 TWUKD 31 - Dec - 27 4.2 0.8 TWFIN 31 - Dec - 27 3.1 0.6 TWVNM 31 - Dec - 27 0.2 0.0 TWNET 31 - Dec - 27 3.0 0.8 $1.4 $1.4 $1.4 $5.5 $4.6 $3.3 $3.3 Total Non - US $81.0 $21.0 $1.4 $1.4 $1.4 $5.7 $4.8 $3.5 $3.5 Total $86.7 $21.9 Discount factor 1 Discounted Cash Flow Benefit 1.0 1.4 0.9 1.4 0.9 1.3 0.8 4.8 0.7 3.5 0.6 2.2 0.5 1.9 PV of NOLs as of March 31, 2023 1 $16.4 WACC Implied Cost of Equity Implied PV of NOLs $15.8 18.1% 17.0% 16.1 17.0% 16.0% 16.4 16.0% 15.0% 16.7 14.8% 14.0% 17.0 13.7% 13.0% 18
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest WACC Analysis ($ in billions unless otherwise stated) S U P P O R T I N G A N A L Y S E S P R O J E C T T E M P E S T Source: Kroll, company filings, Wall Street research and FactSet as of 5/8/2023. Note: 1. 2. 3. 4. 5. 6. Bloomberg Global Raw Beta and Barra Predicted World Beta are both shown as of 4/28/2023. Represents Tempest net debt / capitalization as of 5/1/2023 (unaffected date). Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Net Debt/Equity)]. Represents 10 - Year Government Bond Yields weighted by Country revenue exposure (refer to p.20 for further detail). Long - horizon expected equity risk premium (historical): large company stock total returns minus long - term government bond income returns (source: Kroll December 2022). Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). Weighted Average Cost of Capital = (Post - Tax Cost of Debt)(Net Debt/Cap) + (Cost of Equity)(Equity/Cap). C apital Structure B lo o mberg H isto rical B eta B arra P redicted B eta Unlevered B eta Levered B eta 2 Unlevered B eta Levered B eta 2 N et D ebt/ Equity N et D ebt/ C ap. M arket Value C o mpany 1.80 1.62 2.03 1.83 (13%) (15%) $ 13.9 EP AM Systems 1.78 1.74 1.36 1.33 (3%) (3%) 6.2 Glo bant 1.92 1.81 1.64 1.54 (7%) (8%) 2.4 Endava 1.15 1.13 1.46 1.44 (2%) (2%) 179.4 Accenture 1.23 1.30 0.95 1.01 9% 8% 32.6 Capgemini 1.13 1.07 1.07 1.01 (7%) (8%) 31.6 Co gnizant Tech 1.17 1.17 1.14 1.0 9 ( 7 %) ( 8 %) P eer 25 th P ercentile 1.5 0 1.4 6 1.4 1 1.3 8 ( 5 %) ( 5 %) P eer M edian 1.7 9 1.7 1 1.5 9 1.5 2 ( 2 %) ( 2 %) P eer 75 th P ercentile 1.8 0 1.7 4 1.6 4 1.5 4 ( 7 %) ( 8 %) D igital IT Services M edian 1.15 1.13 1.0 7 1.0 1 ( 2 %) ( 2 %) D iversified IT Services M edian 1.6 6 1.7 7 0 .90 0 .96 9 .7 % 8 .9 % T empest $ 2 .1 Implied WA C C st o f Equity Implied C o ty R ange Sensitivi WA C C H igh Lo w H igh Lo w H igh Lo w A ssumptio ns 16.8% 12.9% 17.9% 13.7% 1.70 1.15 1.45 Unlevered Beta 14.8% 15.3% 16.5% 15.3% 15.0% 0.0% 8.9% Target Net Debt/Capitalizatio n 1 9.7% Target Net Debt/Equity 1.1 Levering Facto r 1.55 Levered Beta 2 32.5% Tax Rate 4.88% Risk - Free Rate of Return 3 7.17% Equity Risk P remium 4 16.0% Cost of Equity 5 15.1% 15.0% 16.0% 16.0% 9.0% 7.0% 7.9% P re - Tax Cost of Debt 5.3% Post - Tax Cost of Debt 15 .0 % WA C C 6 19
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Country - Weighted Risk - Free Rate S U P P O R T I N G A N A L Y S E S P R O J E C T T E M P E S T Yield (%) 1 CY2023E Revenue Share (%) Country 7.04% 24.3% India 3.52% 20.1% USA 2.77% 16.4% China 12.43% 7.5% Brazil 2.33% 6.9% Germany 3.78% 6.2% UK 3.40% 4.1% Australia 3.41% 3.7% Spain 2.64% 3.6% Singapore 3.52% 2 1.7% Ecuador 7.21% 1.5% Romania 5.45% 3 1.3% Chile 2.47% 1.3% Thailand 4.23% 0.6% Italy 2.91% 0.4% Finland 2.70% 0.3% Netherlands 3.00% 0.1% Vietnam Country - Weighted Risk - Free Rate 4 4.88% Source: Tempest Management, Trading Economics and FactSet as of 5/8/2023. 1. 2. 3. 4. Yields are for 10 - year local currency government bonds as of 5/8/2023. All yields retrieved from FactSet unless otherwise noted. Ecuador does not have an active local currency bond market – analysis applied U.S. treasury yield as a proxy as Ecuador’s economy is fully dollarized. Chile’s 10 - year government bond yield is retrieved from Trading Economics and is as of 5/8/2023. Yield weighted by CY2023E revenue share. 20
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Premia in Selected Precedent Minority Transactions by Controlling Shareholder Final Bid Premium to Initial Bid Premium to ($ in billions) 1 - Month VWAP (Unaffected) 4,5 Unaffected Share Price 5 Closing Share Price Before Initial Bid 3 Initial to Final Bid Increase 1 - Month VWAP (at Initial Bid) 4 Closing Share Price Before Initial Bid 3 Implied Equity Value 2 % of Equity Owned 1 Acquiror Target Date 18% 24% 60% 29% (4%) 24% $2.4 72% BDT Capital Partners Weber Dec - 22 105% 143% 93% 17% 48% 66% 0.8 75% TPG Capital Convey Jun - 22 100% 96% 101% 30% 50% 55% 0.6 72% Sumitovant Biopharma Urovant Nov - 20 59% 59% 61% 13% 37% 42% 1.9 76% Ionis Pharmaceuticals Akcea Aug - 20 61% 50% 52% 23% 9% 24% 0.7 57% Dufry AG Hudson Aug - 20 42% 45% 45% 12% 28% 30% 3.7 72% KYOCERA Corp AVX Nov - 19 41% 29% 34% 3% 41% 30% 5.1 57% Roche Foundation Medicine Jun - 18 31% 58% 67% 2% 28% 63% 0.3 64% Investor Group Synutra Nov - 16 133% 101% 101% 43% 63% 41% 1.7 82% Icahn Federal - Mogul Sep - 16 13% 2% 2% Nil 13% 2% 1.8 90% Hallmark Crown Media Mar - 16 34% 33% 47% 5% 17% 26% $0.7 66% 25th Percentile 60% 61% 62% 17% 31% 38% $1.9 72% Mean 50% 54% 60% 15% 33% 36% $1.8 72% Median 90% 87% 87% 27% 46% 51% $2.3 76% 75th Percentile N/A 42% 55% $3.8 63% Tempest S U P P O R T I N G A N A L Y S E S P R O J E C T T E M P E S T Source: Atlas Bid Proposal, Tempest Management and company filings. 1. 2. 3. 4. 5. Based on issued and outstanding common stock, on a non - diluted basis. Implied Equity Value calculated as final bid price multiplied by FDSO. Reflects unaffected date of first bid. Reflects 1 calendar month. Reflects unaffected date prior to bid announcement, transaction agreement or market rumors. 21
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions S U P P O R T I N G A N A L Y S E S P R O J E C T T E M P E S T Historical Premia Paid Analysis – All - Cash Transactions (Last 5 Years) Financial Sponsor Acquirors 48.7% 29.9% 21.7% 75th Percentile Median 25th Percentile All Acquirors 52.7% 31.2% 21.7% 75th Percentile Median 25th Percentile Source: FactSet as of 5/8/2023. Note: Analysis includes all technology and IT services M&A transactions since May - 18 with public targets and deal values greater than $500 million. Premia represent purchase price premia relative to unaffected share prices. N = 79 N = 43 22
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Project Tempest D I S C U S S I O N M AT E R I A L S M A Y 2 0 2 3 C O N F I D E N T I A L
Exhibit
(c)(iii)
The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice . Disclaimer P R O J E C T T E M P E S T C O N F I D E N T I A L DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions C O N F I D E N T I A L Executive Summary P R O J E C T T E M P E S T
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Today’s Meeting Topics E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T 1 2 Updated Valuation Analysis 3 Discussion of Potential Responses Review of Revised Proposal 1
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Situation Update E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Summary of Offers May 23, 2023 March 16, 2023 Proposal Date $11.35 $11.00 Offer Price 82% 77% Premium to Unaffected Share Price as of 5/1 ($6.22) 68% 63% Premium to 1 - Month VWAP as of 5/1 ($6.75) $4.1bn $4.0bn Implied Enterprise Value 18.8x 18.3x Implied EV / LTM 1 EBITDA 18.4x 17.9x Implied EV / 2023E EBITDA On March 16, 2023, Atlas submitted a proposal of $11.00/share On May 12, 2023, Lazard delivered a counterproposal of $17.00/share On May 23, 2023, Atlas submitted a revised proposal of $11.35/share Atlas attributed the limited increase to worsening market conditions and company outlook Reduced earnings guidance Company and peer group share price deterioration Increased financing costs Lack of confidence in projected growth acceleration and margin expansion Atlas reiterated prior lack of support for an alternative transaction or majority of the minority vote Atlas conditioned the revised offer on a path to signing by the end of June Situation Update Source: Tempest Management, Atlas Bid Proposals (as of 3/16/2023 and as of 5/23/2023), company filings, FactSet as of 5/24/2023. 1. As of 3/31/2023. 2
S U M M A R Y E X E C U T I V E P R O J E C T T E M P E S T Analysis at Various Prices ($ in billions except per share values or as otherwise stated) Tempest Atlas Atlas Current Unaffected Counter Counter Proposal Price Price 5/12 5/23 3/16 5/24 5/1 DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Source: Tempest Management, Atlas Bid Proposals (as of 3/16/2023 and as of 5/23/2023), company filings, FactSet as of 5/24/2023. 1. 2. Tempest 52 - Week High of $17.95 occurred on 6/2/2022. As of 3/31/2023. $17.00 $16.00 $15.00 $14.00 $13.00 $12.00 $11.35 $11.00 $7.75 $6.22 Price Per Share $6.1 $5.7 $5.4 $5.0 $4.7 $4.3 $4.1 $4.0 $2.9 $2.3 Implied Enterprise Value 23.7x 22.4x 21.0x 19.6x 18.3x 16.9x 16.0x 15.5x 11.1x 9.1x $257m CY’22A Implied EV / Adjusted EBITDA 27.3x 25.7x 24.2x 22.6x 21.0x 19.5x 18.4x 17.9x 12.8x 10.4x $223m CY’23E 27.8x 26.2x 24.6x 23.0x 21.4x 19.8x 18.8x 18.3x 13.1x 10.6x $219m LTM 2 173% 157% 141% 125% 109% 93% 82% 77% 25% 0% % vs. Unaffected as of 5/1 ($6.22) 152% 137% 122% 107% 92% 78% 68% 63% 15% (8%) % vs. 1 - Month VWAP as of 5/1 ($6.75) (5%) (11%) (16%) (22%) (28%) (33%) (37%) (39%) (57%) (65%) % vs. 52 - Week High 1 as of 5/24 ($17.95) Adj. EBITDA 3
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Preliminary Valuation Summary ($ in billions except per share values or as otherwise stated) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Source: Tempest Management, company filings, Wall Street research and FactSet as of 5/24/2023. Note: 1. 2. 3. Implied share prices based on Tempest’s balance sheet and FDSO as of 3/31/2023, pro forma for the subsequent payment in April 2023 of $14.4m of contingent consideration related to the acquisition of Connected. As of 3/31/2023. Applied to Tempest unaffected price (5/1/2023). Represents median controlling shareholder final bid premium to unaffected share price prior to offer announcement or market rumors for minority stakes in public companies. $0.00 $5 10.00 $15.00 $2 0 25.00 t Commentary Implied EV Implied Share Price ($) Input Based on EV/CY2023E Adjusted EBITDA multiples of global peers Low : 9.5x (25 th percentile of global peers: 9.7x) High : 15.0x (75 th percentile of global peers: 15.0x) $2.1 – $3.3 $9.15 $ $223m $5.63 EV / CY2023E Adjusted EBITDA Public Comparables Based on EV/LTM Adjusted EBITDA multiples of precedent comparable IT services transactions Low : 9.5x (Sitel Group/Sykes: 9.4x) High : 17.0x (Capgemini/iGate: 17.0x) $2.1 – $3.7 $10.22 $219m $5.51 EV / LTM 1 Adjusted EBITDA Precedent Transactions Based on Tempest Management Plan WACC of 13.0% – 17.0%, Terminal Value multiple of 9.5x – 15.0x NTM Adjusted EBITDA $3.4 – $5.9 6.51 $9.41 $1 5 - year Plan Tempest Management Plan DCF 52 - Week High close of $17.95 on 6/2/22 52 - Week Low close of $6.08 on 4/25/23 $2.3 – $6.4 $17.95 $6.08 to $17.95 $6.08 52 - Week Trading Range RBC Capital Markets (5/9/23): Price target of $12.00 Piper Sandler (5/9/23): Price target of $7.00 $2.6 – $4.3 $12.00 $7.00 to $12.00 $7.00 Analyst Price Targets For Reference Only Median of all - cash tech and IT services transactions in the last 5 years (Financial Sponsor acquirors only): 31% 2 Median of selected precedent minority transactions by Controlling Shareholder: 54% 2,3 $3.0 – $3.5 16) and (5/23) las Offers (3/ $9.58 $11.00 $11.35 < A 31% to 54% $8.15 $6.22 - Unaffected (5/1) Premia 4
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Companies Analysis E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T EV / CY2023E EBITDA 1 CY2023E Revenue Growth vs. CY2023E EBITDA Margin 1,2 17.0x 15.7x 12.9x 13.2x 8.6x 8.5x EPAM, 15.7x Globant, 17.0x Accenture, 13.2x Endava, 12.9x Capgemini, 8.6x Cognizant, 8.5x Tempest 15% 16% 17% 18% 19% 20% 21% 22% 23% 24% 25% (5%) 0% 5% 10% 15% CY2023E EBITDA Margin 1 CY2023E Revenue Growth 2 Source: Company filings, Wall Street research and FactSet as of 5/24/2023. 1. 2. All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. Organic revenue growth figures are shown where available. Digital IT Services Peers Diversified IT Services Peers 5
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Precedent Transactions ($ in millions unless otherwise stated) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T EV / LTM Adj. EBITDA Enterprise Value Target Acquiror Announcement Date 9.4x $2,160 Sykes Sitel Group Jun - 21 16.4 $1,993 Virtusa Baring Private Equity Sep - 20 12.5 1 $5,000 DXC ( HHS Business ) Veritas Capital Mar - 20 11.2 €5,078 Altran Capgemini Jun - 19 15.3 $1,989 Luxoft DXC Jan - 19 13.3 $3,586 Syntel Atos Jul - 18 10.6 1 $2,000 Aricent Altran Nov - 17 17.0 $4,603 iGate Capgemini Apr - 15 16.1 $3,402 Sapient Publicis Nov - 14 11.2x 25th Percentile 13.5x Mean 13.3x Median 16.1x 75th Percentile Source: Tempest Management, company filings, Wall Street research. Note: 1. All EBITDA figures calculated on a pre - SBC basis where available. DXC (State & Local HHS Business) and Aricent EBITDA multiples are shown as disclosed by the respective companies and may be burdened for SBC due to lack of available information. 6
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $337 $473 $540 $534 $675 $822 $997 $1,210 Tempest Management Plan ($ in millions) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 Source: Tempest Management. 1. 2. 3. Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. Excludes stock - based compensation, associated payroll taxes and D&A. Excludes stock - based compensation, associated payroll taxes and non - recurring items. $803 $1,070 $1,296 $1,274 $1,574 $1,923 $2,323 $153 $224 $257 $223 $308 $382 $475 $583 Organic growth 1 (%) +4% +31% CY’27E CY’26E CY’25E CY’24E CY’23E CY’22A CY’21A CY’20A +19% (4%) +24% +22% +21% +21% $2,809 Adj. Gross Profit Margin (%) 42% 44% 42% 42% 43% 43% 43% 43% Adj. EBITDA Margin (%) 19% 21% 20% 18% 20% 20% 20% 21% Negative 4% Organic growth projected in CY’23E driven by macro weakness Tempest forecasts a rebound in growth rate in CY’ 24 E, tapering moderately through CY’ 27 E Minor improvement in Adjusted Gross Profit Margin driven by gradual mix shift towards higher margin offshore work Minor improvement in Adjusted EBITDA Margin driven by Adjusted Gross Profit Margin improvement noted above, and SG&A efficiencies Mgmt. Observations & Assumptions Actuals Tempest Management Plan 7
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Discounted Cash Flow Analysis – Tempest Management Plan ($ in millions except per share values) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Tempest Management Plan Q2 CY'23E Q3 CY'23E Q4 CY'23E CY2024E CY2025E CY2026E CY'27E / TV Actuals Q1 CY'23A CY2022A $47 $71 $71 $308 $382 $475 $583 Adjusted EBITDA $257 $35 15.5% 21.8% 20.8% 19.6% 19.9% 20.4% 20.8% (5) (5) (5) (25) (30) (37) (45) (19) (19) (20) (55) (67) (81) (98) % Margin 19.8% 11.3% Depreciation & Amortization 1 (21) (5) Stock - Based Compensation (251) (18) $22 $46 $45 $228 $284 $356 $440 Adjusted EBIT 1 ($15) $12 7.4% 14.3% 13.3% 14.5% 14.8% 15.3% 15.7% (14) (12) (12) (74) (92) (116) (143) 62.8% 25.8% 26.2% 32.5% 32.5% 32.5% 32.5% % Margin (1.2%) 3.8% Taxes (6) % Effective Tax Rate 53.7% $8 $34 $33 $154 $192 $240 $297 NOPAT $5 2.8% 10.6% 9.8% 9.8% 10.0% 10.3% 10.6% 5 5 5 25 30 37 45 2 1 1 6 8 9 11 (15) (4) (1) (36) (45) (52) (63) (7) (8) (8) (38) (46) (56) (67) % Margin 1.8% Plus: Depreciation & Amortization Plus: Bad Debt Expense 2 Less: Increase in NWC Less: Capital Expenditures ($7) $30 $30 $111 $139 $179 $223 Unlevered Free Cash Flow Source: Tempest Management, company filings, Wall Street research and FactSet as of 5/24/2023. Note: DCF assumes mid - year convention and valuation date as of 3/31/2023. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $16m - $17m. D&A and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs and NOL utili zation. 1. 2. 3. Enterprise Value at CY2027E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2027E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q2 '23E – '26E WACC 15.0x 14.0x 12.5x 11.0x 9.5x $5,216 $4,892 $4,407 $3,922 $3,436 5,382 5,047 4,546 4,045 3,543 5,554 5,208 4,691 4,173 3,655 5,733 5,376 4,841 4,306 3,771 5,920 5,551 4,998 4,445 3,892 15.0x 14.0x 12.5x 11.0x 9.5x $14.51 $13.58 $12.19 $10.80 $9.41 14.98 14.02 12.59 11.15 9.71 15.47 14.48 13.00 11.52 10.03 15.98 14.96 13.43 11.90 10.37 16.51 15.46 13.88 12.30 10.71 17.0% 16.0% 15.0% 14.0% 13.0% $346 352 358 365 372 Equity Value at CY2027E (NTM) Adjusted EBITDA Multiple of Implied PGR 3 at CY2027E (NTM) Adjusted EBITDA Multiple of WACC 15.0x 14.0x 12.5x 11.0x 9.5x $5,010 $4,687 $4,201 $3,716 $3,230 5,176 4,841 4,340 3,839 3,337 5,348 5,003 4,485 3,967 3,449 5,527 5,171 4,635 4,100 3,565 5,714 5,346 4,792 4,239 3,686 15.0x 14.0x 12.5x 11.0x 9.5x 14.2% 14.1% 13.7% 13.2% 12.7% 13.3% 13.1% 12.7% 12.3% 11.7% 12.3% 12.1% 11.7% 11.3% 10.7% 11.3% 11.1% 10.7% 10.3% 9.7% 10.3% 10.1% 9.8% 9.3% 8.7% 17.0% 16.0% 15.0% 14.0% 13.0% 8
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions C O N F I D E N T I A L Appendix P R O J E C T T E M P E S T
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Broker Target Prices and Recommendations ($ per share) A P P E N D I X P R O J E C T T E M P E S T Broker Recommendations Monthly Evolution Since IPO Summary of Broker Target Prices and Recommendations Source: Wall Street research and FactSet as of 5/24/2023. Note: 1. Tempest completed its IPO on September 15, 2021. 5/1 (unaffected share price date) broker target prices as of the following dates: RBC Capital Markets (2/28), TD Cowen (3/23) , J.P. Morgan (3/1), Wolfe Research (2/28), Wedbush (3/23), Credit Suisse (2/28), Bank of America (3/15) and Piper Sandler (2/28). William Blair has maintained “Outperform” rating in recent research without naming a specific price target. Reflects closing price on May 1, 2023, last day prior to market rumors regarding a potential Atlas bid. 2. 3. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $0 $5 $10 $15 $20 $25 $30 $35 $40 10/2021 11/2021 12/2021 01/2022 02/2022 03/2022 04/2022 05/2022 06/2022 07/2022 08/2022 09/2022 10/2022 11/2022 12/2022 01/2023 02/2023 03/2023 04/2023 Current Buy Hold Sell Share Price Target Price Price Per Share Percentage of Broker Recommendations Target Price 5/24 1 5/1 5/24 Rating Firm Date $12.00 $12.00 Buy 05/09/2023 10.00 10.00 Buy 05/09/2023 10.00 10.00 Buy 05/09/2023 9.00 9.00 Buy 05/09/2023 9.00 9.00 Buy 05/09/2023 10.00 9.00 Hold 05/09/2023 9.00 9.00 Hold 05/09/2023 7.50 7.00 Hold 05/09/2023 – 2 – 2 Buy 05/09/2023 $12.00 $12.00 High $7.50 $7.00 Low $9.56 $9.38 Mean $9.50 $9.00 Median $6.22 $6.22 Unaffected Share Price 3 52.7% 44.7% % Median Above (Below) Unaffected 9
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Premia in Selected Precedent Minority Transactions by Controlling Shareholder ($ in billions) A P P E N D I X P R O J E C T T E M P E S T Initial Bid Premium to Final Bid Premium to % of Equity Implied Equity Closing Share Price Before 1 - Month VWAP (at Initial to Final Bid Closing Share Price Before Unaffected Share Price 5 1 - Month VWAP Partners Biopharma Pharmaceuticals Medicine Mogul Media 0 Source: Atlas Bid Proposals (as of 3/16/2023 and as of 5/23/2023), Tempest Management and company filings. 1. 2. 3. 4. 5. Based on issued and outstanding common stock, on a non - diluted basis. Implied Equity Value calculated as final bid price multiplied by FDSO. Reflects unaffected date of first bid. Reflects 1 calendar month. Reflects unaffected date prior to bid announcement, transaction agreement or market rumors. (Unaffected) 4,5 Initial Bid 3 Increase Initial Bid) 4 Initial Bid 3 Value 2 Date Target Acquiror Owned 1 18% 24% 60% 29% (4%) 24% $2.4 Dec - 22 Weber BDT Capital 72% 105% 143% 93% 17% 48% 66% 0.8 Jun - 22 Convey TPG Capital 75% 100% 96% 101% 30% 50% 55% 0.6 Nov - 20 Urovant Sumitovant 72% 59% 59% 61% 13% 37% 42% 1.9 Aug - 20 Akcea Ionis 76% 61% 50% 52% 23% 9% 24% 0.7 Aug - 20 Hudson Dufry AG 57% 42% 45% 45% 12% 28% 30% 3.7 Nov - 19 AVX KYOCERA Corp 72% 41% 29% 34% 3% 41% 30% 5.1 Jun - 18 Foundation Roche 57% 31% 58% 67% 2% 28% 63% 0.3 Nov - 16 Synutra Investor Group 64% 133% 101% 101% 43% 63% 41% 1.7 Sep - 16 Federal - Icahn 82% 13% 2% 2% Nil 13% 2% 1.8 Mar - 16 Crown Hallmark 90% 34% 33% 47% 5% 17% 26% $0.7 25th Percentile 66% 60% 61% 62% 17% 31% 38% $1.9 Mean 72% 50% 54% 60% 15% 33% 36% $1.8 Median 72% 90% 87% 87% 27% 46% 51% $2.3 75th Percentile 76% 68% 82% 60% 3% 42% 55% $3.9 Tempest 63% For illustration only, Tempest “Final Bid” data represents Atlas 5/23 counterproposal 10
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions A P P E N D I X P R O J E C T T E M P E S T Source: Company filings, Wall Street research and FactSet as of 5/24/2023. 1. 2. All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. Organic revenue growth figures are shown where available. Comparable Companies Analysis ($ in billions) 3 '23 – '24 '22 – '23 '21 – '22 24E 23E 22A 24E NTM 23E 22A 24E NTM 23E 22A Value Value High Low Company Digital IT Services 14% 3% 23% 19% 17% 18% 12.8x 15.4x 15.7x 15.2x 2.37x 2.65x 2.71x 2.79x $13.5 $15.2 (45%) 10% EPAM Systems 20% 12% 39% 21% 21% 21% 14.3 16.4 17.0 19.5 2.94 3.36 3.53 4.12 7.3 7.5 (28%) 24% Globant 17% 13% 30% 21% 21% 23% 11.1 12.7 12.9 12.7 2.28 2.68 2.72 2.93 2.2 2.4 (56%) 5% Endava 16% 7% 27% 20% 19% 20% 11.9x 14.1x 14.3x 13.9x 2.32x 2.66x 2.72x 2.86x 25th Percentile 17% 9% 31% 20% 20% 21% 12.7 14.8 15.2 15.8 2.53 2.90 2.99 3.28 Mean 17% 12% 30% 21% 21% 21% 12.8 15.4 15.7 15.2 2.37 2.68 2.72 2.93 Median 19% 12% 34% 21% 21% 22% 13.5 15.9 16.3 17.3 2.65 3.02 3.13 3.52 75th Percentile Diversified IT Services 8% 5% 14% 22% 22% 21% 12.3x 13.1x 13.2x 14.2x 2.70x 2.88x 2.91x 3.05x $190.8 $194.3 (11%) 17% Accenture 6% 4% 15% 16% 16% 16% 8.0 8.6 8.6 9.0 1.28 1.36 1.36 1.42 33.5 30.7 (17%) 2% Capgemini 5% 1% 7% 19% 18% 20% 7.9 8.3 8.5 7.9 1.48 1.53 1.55 1.55 30.1 32.1 (16%) 20% Cognizant Tech 6% 3% 11% 17% 17% 18% 8.0x 8.5x 8.5x 8.5x 1.38x 1.44x 1.45x 1.48x 25th Percentile 6% 3% 12% 19% 19% 19% 9.4 10.0 10.1 10.4 1.82 1.92 1.94 2.00 Mean 6% 4% 14% 19% 18% 20% 8.0 8.6 8.6 9.0 1.48 1.53 1.55 1.55 Median 7% 4% 15% 20% 20% 20% 10.2 10.9 10.9 11.6 2.09 2.20 2.23 2.30 75th Percentile 7% 3% 15% 19% 18% 19% 8.8x 9.6x 9.7x 9.9x 1.68x 1.81x 1.84x 1.86x Global 25th Perc. 12% 6% 21% 19% 19% 20% 11.1 12.4 12.6 13.1 2.18 2.41 2.46 2.64 Global Mean 11% 4% 19% 20% 20% 20% 11.7 12.9 13.0 13.5 2.32 2.66 2.72 2.86 Global Median 17% 10% 28% 21% 21% 21% 12.6 14.8 15.0 14.9 2.62 2.83 2.86 3.02 Global 75th Perc. Enterprise Value / % Ch. 52 Wk. Equity Enterprise Revenue Adj. EBITDA 1 Adj. EBITDA Margin 1 Revenue Grow th 2 11
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest WACC Analysis ($ in billions unless otherwise stated) A P P E N D I X P R O J E C T T E M P E S T Source: Kroll, company filings, Wall Street research and FactSet as of 5/24/2023. Note: 1. 2. 3. 4. 5. 6. 7. Bloomberg Global Raw Beta and Barra Predicted World Beta are both shown as of 4/28/2023. Based on Tempest’s unaffected price of $6.22 (as of 5/1/2023). Represents Tempest net debt / capitalization as of 5/1/2023 (unaffected date). Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Net Debt/Equity)]. Represents 10 - Year Government Bond Yields weighted by Country revenue exposure (refer to p.13 for further detail). Long - horizon expected equity risk premium (historical): large company stock total returns minus long - term government bond income returns (source: Kroll December 2022). Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). Weighted Average Cost of Capital = (Post - Tax Cost of Debt)(Net Debt/Cap) + (Cost of Equity)(Equity/Cap). C apital Structure B lo o mberg H isto rical B eta B arra P redicted B eta Unlevered B eta Levered B eta 3 Unlevered B eta Levered B eta 3 N et D ebt/ Equity N et D ebt/ C ap. M arket Value C o mpany 1.78 1.62 2.01 1.83 (12%) (13%) $ 15.2 EP AM Systems 1.76 1.74 1.35 1.33 (2%) (2%) 7.5 Glo bant 1.94 1.81 1.65 1.54 (8%) (9%) 2.4 Endava 1.15 1.13 1.46 1.44 (2%) (2%) 194.3 Accenture 1.23 1.30 0.95 1.01 9% 8% 30.7 Capgemini 1.12 1.07 1.06 1.01 (6%) (7%) 32.1 Co gnizant Tech 1.17 1.17 1.14 1.0 9 ( 8 %) ( 8 %) P eer 25 th P ercentile 1.4 9 1.4 6 1.4 0 1.3 8 ( 4 %) ( 4 %) P eer M edian 1.7 8 1.7 1 1.6 0 1.5 2 ( 2 %) ( 2 %) P eer 75 th P ercentile 1.7 8 1.7 4 1.6 5 1.5 4 ( 8 %) ( 9 %) D igital IT Services M edian 1.15 1.13 1.0 6 1.0 1 ( 2 %) ( 2 %) D iversified IT Services M edian 1.6 6 1.7 7 0 .90 0 .96 9 .7 % 1 8 .9 % 1 $ 2 .1 1 T empest Implied WA C C Implied C o st o f Equity Sensitivity R ange WA C C H igh Lo w H igh Lo w H igh Lo w A ssumptio ns 16.8% 13.0% 17.9% 13.7% 1.70 1.15 1.45 Unlevered Beta 14.9% 15.3% 16.6% 15.3% 15.0% 0.0% 8.9% Target Net Debt/Capitalizatio n 2 9.7% Target Net Debt/Equity 1.1 Levering Facto r 1.55 Levered Beta 3 32.5% Tax Rate 4.92% Risk - Free Rate of Return 4 7.17% Equity Risk P remium 5 16.0% Cost of Equity 6 15.1% 15.0% 16.0% 16.0% 9.0% 7.0% 7.9% P re - Tax Cost of Debt 5.3% Post - Tax Cost of Debt 15 .1% WA C C 7 12
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Country - Weighted Risk - Free Rate A P P E N D I X P R O J E C T T E M P E S T Yield (%) 1 CY2023E Revenue Share (%) Country 7.01% 24.3% India 3.71% 20.1% USA 2.72% 16.4% China 11.83% 7.5% Brazil 2.44% 6.9% Germany 4.20% 6.2% UK 3.65% 4.1% Australia 3.51% 3.7% Spain 2.96% 3.6% Singapore 3.71% 2 1.7% Ecuador 7.14% 1.5% Romania 5.56% 3 1.3% Chile 2.56% 1.3% Thailand 4.30% 0.6% Italy 3.05% 0.4% Finland 2.81% 0.3% Netherlands 2.90% 0.1% Vietnam Country - Weighted Risk - Free Rate 4 4.92% Source: Tempest Management, Trading Economics and FactSet as of 5/24/2023. 1. 2. 3. 4. Yields are for 10 - year local currency government bonds as of 5/24/2023. All yields retrieved from FactSet unless otherwise noted. Ecuador does not have an active local currency bond market – analysis applied U.S. treasury yield as a proxy as Ecuador’s economy is fully dollarized. Chile’s 10 - year government bond yield is retrieved from Trading Economics and is as of 5/24/2023. Yield weighted by CY2023E revenue share. 13
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions 0 10 15 20 25 30 35 $40 Sep - 21 Jan - 22 May - 22 Sep - 22 Jan - 23 May - 23 Source: FactSet as of 5/24/2023 and company filings. Note: 1. VWAP reference prices reflect figures as of the last unaffected date (5/1/2023). Reflects closing price on May 1, 2023, last day prior to market rumors regarding a potential Atlas bid. Share Price Performance Since IPO ($ per share) A P P E N D I X P R O J E C T T E M P E S T Max. Closing Price: $34.41 on 9/17/2021 Unaffected Price: $6.22 on 5/1/2023 1 5 Current: $7.75 Tempest Share Price Performance Selected Reference Prices Premium to Atlas Proposals 3/16 5/23 IPO Price $21.00 (47.6%) (46.0%) 12 - month VWAP $11.03 (0.2%) 2.9% 6 - month VWAP $8.34 31.9% 36.1% 3 - month VWAP $7.46 47.5% 52.1% 1 - month VWAP $6.75 62.9% 68.0% Unaffected Share Price 1 $6.22 76.8% 82.4% 14
Exhibit (c)(iv)
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Project Tempest D I S C U S S I O N M AT E R I A L S M A Y 2 0 2 3 C O N F I D E N T I A L
The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice . Disclaimer P R O J E C T T E M P E S T C O N F I D E N T I A L DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Discounted Cash Flow Analysis – Sensitivity Analysis ($ per share) Revenue Growth Sensitivity EBITDA Margin Sensitivity Source: Tempest Management. Note: 1. 2. Implied Value Per Share figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $16m - $17m. ~1.25% change in capacity utilization represents a ~1.5% change in EBITDA margin. Exit Multiple represents the NTM EBITDA Multiple applied to CY2027E / Terminal Year EBITDA. Analysis below shows the implied value per share for Tempest in the following scenarios: Tempest Management Plan (“MP”) Sensitivities assuming MP is sensitized for each year over CY2024 - 2027E as follows: Revenue growth is sensitized in increments of 2.5% Capacity Utilization is sensitized in increments of 1.25%, implying EBITDA margin is sensitized in increments of 1.5% 1 Each scenario is shown for three cases: Low case : 17.0% WACC, 9.5x Exit Multiple 2 Mid case : 15.0% WACC, 12.5x Exit Multiple 2 High case : 13.0% WACC, 15.0x Exit Multiple 2 High Range of DCF Low Range of DCF 1
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Discounted Cash Flow Analysis – Sensitivity Analysis (cont’d) ($ per share) P R O J E C T T E M P E S T High Case Exit Multiple: 15.0x 1 WACC: 13.0% Mid Case Exit Multiple: 12.5x 1 WACC: 15.0% Low Case Exit Multiple: 9.5x 1 WACC: 17.0% Implied Value Per Share Source: Tempest Management. Note: Implied Value Per Share figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $ 16 m - $ 17 m . Analysis shows the implied value per share for Tempest in the following scenarios : MP Sensitivities assuming MP is sensitized for each year over CY 2024 - 2027 E as follows : Revenue growth is sensitized in increments of 2 . 5 % and Capacity Utilization is sensitized in increments of 1 . 25 % , implying EBITDA margin is sensitized in increments of 1 . 5 % . Exit Multiple represents the NTM EBITDA Multiple applied to CY 2027 E / Terminal Year EBITDA . 1. High Range of DCF Low Range of DCF 2 Revenue Growth ∆ vs. Management Plan Capacity Utilization EBITDA Margin (5.0%) (2.5%) MP 2.5% 5.0% $13.98 15.25 16.51 65.00% 66.25% 67.50% 68.75% 70.00% (3.0%) (1.5%) MP 1.5% 3.0% $11.77 12.86 13.94 15.02 16.10 $12.84 14.02 15.19 16.36 17.53 17.78 19.04 $15.19 16.55 17.92 19.29 20.65 $16.46 17.94 19.41 20.88 22.36 Revenue Growth ∆ vs. Management Plan Capacity Utilization EBITDA Margin (5.0%) (2.5%) MP 2.5% 5.0% 65.00% 66.25% 67.50% 68.75% 70.00% (3.0%) (1.5%) MP 1.5% 3.0% $9.23 10.09 10.96 11.83 12.70 $10.07 11.01 11.95 12.89 13.83 $10.97 11.99 13.00 14.02 15.03 $11.92 13.02 14.12 15.21 16.30 $12.94 14.12 15.29 16.47 17.64 Revenue Growth ∆ vs. Management Plan Capacity Utilization EBITDA Margin (5.0%) (2.5%) MP 2.5% 5.0% $7.90 8.65 9.41 65.00% 66.25% 67.50% 68.75% 70.00% (3.0%) (1.5%) MP 1.5% 3.0% $6.63 7.27 7.92 8.57 9.21 $7.24 7.94 8.64 9.34 10.04 10.16 10.91 $8.59 9.40 10.22 11.03 11.84 $9.33 10.20 11.08 11.95 12.83
Exhibit (c)(v)
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Project Tempest D I S C U S S I O N M AT E R I A L S J U N E 2 0 2 3 C O N F I D E N T I A L
The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice . Disclaimer P R O J E C T T E M P E S T C O N F I D E N T I A L DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions C O N F I D E N T I A L Executive Summary P R O J E C T T E M P E S T
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Today’s Meeting Topics E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T 1 2 Updated Valuation Analysis 3 Discussion of Potential Responses Review of Latest (6/13) Proposal 1
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Situation Update E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Summary of Offers June 13 May 23 March 16 Proposal Date $11.65 $11.35 $11.00 Offer Price $0.30 / 3% $0.35 / 3% – Change vs. Prior $0.65 / 6% $0.35 / 3% – Change vs. Initial $11.00 Offer 87% 82% 77% Premium to Unaffected Share Price as of 5/1 ($6.22) 72% 68% 63% Premium to 1 - Month VWAP as of 5/1 ($6.75) $4.2bn $4.1bn $4.0bn Implied Enterprise Value 19.3x 18.8x 18.3x Implied EV / LTM 1 EBITDA 18.9x 18.4x 17.9x Implied EV / 2023E EBITDA On March 16, Atlas submitted a proposal of $11.00/share On May 12, Lazard delivered a counter of $17.00/share On May 23, Atlas submitted a revised proposal of $11.35/share On June 13 , Lazard delivered a counter of $ 15 . 50 /share, and Atlas submitted a revised proposal of $ 11 . 65 /share, attributing the limited increase to : Continued deterioration of the market for the company’s services and company financial performance Decline in peer valuations Necessity of operational changes best achieved as a private company Expected shareholder amenability to the current offer Perception that the offer represents: An attractive valuation and premium A substantial increase on an implied multiple basis Atlas reiterated lack of support for majority of minority, but did not condition the offer on a specific timeline Situation Update Source: Tempest Management, Atlas Bid Proposals (as of 3/16/2023, 5/23/2023 and 6/13/2023), company filings, FactSet as of 6/13/2023. 1. As of 3/31/2023. 2
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Analysis at Various Prices ($ in billions except per share values or as otherwise stated) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Source: Tempest Management, Atlas Bid Proposals (as of 3/16/2023, 5/23/2023 and 6/13/2023), company filings, FactSet as of 6/13/2023. 1. 2. Tempest 52 - Week High of $17.27 occurred on 8/10/2022. As of 3/31/2023. $17.00 $15.50 $15.00 $14.00 $13.00 $12.00 $11.65 $11.35 $11.00 $7.90 $6.22 Price Per Share $6.1 $5.6 $5.4 $5.0 $4.7 $4.3 $4.2 $4.1 $4.0 $2.9 $2.3 Implied Enterprise Value 23.7x 21.7x 21.0x 19.6x 18.3x 16.9x 16.4x 16.0x 15.5x 11.3x 9.1x $257m CY’22A Implied EV / Adjusted EBITDA 27.3x 24.9x 24.2x 22.6x 21.0x 19.5x 18.9x 18.4x 17.9x 13.0x 10.4x $223m CY’23E 27.8x 25.4x 24.6x 23.0x 21.4x 19.8x 19.3x 18.8x 18.3x 13.3x 10.6x $219m LTM 2 173% 149% 141% 125% 109% 93% 87% 82% 77% 27% 0% % vs. Unaffected as of 5/1 ($6.22) 152% 129% 122% 107% 92% 78% 72% 68% 63% 17% (8%) % vs. 1 - Month VWAP as of 5/1 ($6.75) (2%) (10%) (13%) (19%) (25%) (31%) (33%) (34%) (36%) (54%) (64%) % vs. 52 - Week High 1 as of 6/13 ($17.27) Adj. EBITDA Price 5/1 Unaffected Current Price 6/13 Atlas Atlas Proposal Counter 3/16 5/23 Counter 5/12 Tempest Tempest Atlas Counter 6/13 Counter 6/13 3
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Preliminary Valuation Summary ($ in billions except per share values or as otherwise stated) Input Implied Share Price ($) Implied EV Commentary Public Comparables EV / CY2023E Adjusted EBITDA $223m $2.2 – $3.2 th Based on EV/CY2023E Adjusted EBITDA multiples of global peers Low : 10.0x (25 percentile of global peers: 10.2x) High : 14.5x (75 th percentile of global peers: 14.5x) Precedent Transactions EV / LTM 1 Adjusted EBITDA $219m $2.1 – $3.7 Based on EV/LTM Adjusted EBITDA multiples of precedent comparable IT services transactions Low : 9.5x (Sitel Group/Sykes: 9.4x) High : 17.0x (Capgemini/iGate: 17.0x) DCF Tempest Management Plan 5 - year Plan $3.6 – $5.7 Based on Tempest Management Plan WACC of 13.0% – 17.0%, Terminal Value multiple of 10.0x – 14.5x NTM Adjusted EBITDA For Reference Only 52 - Week Trading Range $6.08 to $17.27 $2.3 – $6.2 52 - Week High close of $17.27 on 8/10/22 52 - Week Low close of $6.08 on 4/25/23 Analyst Price Targets $7.00 to $10.00 TD Cowen (6/1/23), J.P. Morgan (5/22/23) and RBC Capital Markets (5/9/23): Price target of $10.00 Piper Sandler (5/9/23): Price target of $7.00 Premia 31% to 54% Median of all - cash tech and IT services transactions in the last 5 years (Financial Sponsor acquirors only): 31% 2 Median of selected precedent minority transactions by Controlling Shareholder: 54% 2,3 $9.87 $5.51 $5.95 $15.99 $10.22 $8.83 $ Note: 1. 2. 3. Implied share prices based on Tempest’s balance sheet and FDSO as of 3/31/2023, pro forma for the subsequent payment in April 2023 of $14.4m of contingent consideration related to the acquisition of Connected. As of 3/31/2023. Applied to Tempest unaffected price (5/1/2023). Represents median controlling shareholder final bid premium to unaffected share price prior to offer announcement or market rumors for minority stakes in public companies. $6.08 $2.6 – $3.6 $10.00 $7.00 $3.0 – $3.5 $9.58 $8.15 $17.27 $0.00 $5 10.00 $15.00 $2 0 25.00 $6.22 - Unaffected (5/1) $11.00 $11.35 $11.65 < Atlas Offers (3/16) , (5/23) and (6/13) Source: Tempest Management, company filings, Wall Street research and FactSet as of 6/13/2023. 4
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Companies Analysis E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T EV / CY2023E EBITDA 1 CY2023E Revenue Growth vs. CY2023E EBITDA Margin 1,2 18.8x 12.3x 9.5x 8.7x EPAM, 14.4x Globant, 18.8x Accenture, 14.5x Endava, 12.3x Capgemini, 9.5x Cognizant, 8.7x Tempest 15% 16% 17% 18% 19% 25% (5%) 0% 5% 10% 15% CY2023E EBITDA Margin 1 CY2023E Revenue Growth 2 Source: Company filings, Wall Street research and FactSet as of 6/13/2023. 1. 2. All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. Organic revenue growth figures are shown where available. Digital IT Services Peers Diversified IT Services Peers 17.0x 15.7x 14.4x 12.9x 24% 23% 14.5x 22% 13.2x 21% 20% 8.6x 8.5x Dotted line represents EV / CY2023E EBITDA multiple as of 5/24 5
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Precedent Transactions ($ in millions unless otherwise stated) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T EV / LTM Adj. EBITDA Enterprise Value Target Acquiror Announcement Date 9.4x $2,160 Sykes Sitel Group Jun - 21 16.4 $1,993 Virtusa Baring Private Equity Sep - 20 12.5 1 $5,000 DXC ( HHS Business ) Veritas Capital Mar - 20 11.2 €5,078 Altran Capgemini Jun - 19 15.3 $1,989 Luxoft DXC Jan - 19 13.3 $3,586 Syntel Atos Jul - 18 10.6 1 $2,000 Aricent Altran Nov - 17 17.0 $4,603 iGate Capgemini Apr - 15 16.1 $3,402 Sapient Publicis Nov - 14 11.2x 25th Percentile 13.5x Mean 13.3x Median 16.1x 75th Percentile Source: Tempest Management, company filings, Wall Street research. Note: 1. All EBITDA figures calculated on a pre - SBC basis where available. DXC (State & Local HHS Business) and Aricent EBITDA multiples are shown as disclosed by the respective companies and may be burdened for SBC due to lack of available information. 6
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $337 $473 $540 $534 $675 $822 $997 $1,210 Tempest Management Plan ($ in millions) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 Source: Tempest Management. 1. 2. 3. Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. Excludes stock - based compensation, associated payroll taxes and D&A. Excludes stock - based compensation, associated payroll taxes and non - recurring items. $803 $1,070 $1,296 $1,274 $1,574 $1,923 $2,323 $153 $224 $257 $223 $308 $382 $475 $583 Organic growth 1 (%) +4% +31% CY’27E CY’26E CY’25E CY’24E CY’23E CY’22A CY’21A CY’20A +19% (4%) +24% +22% +21% +21% $2,809 Adj. Gross Profit Margin (%) 42% 44% 42% 42% 43% 43% 43% 43% Adj. EBITDA Margin (%) 19% 21% 20% 18% 20% 20% 20% 21% Negative 4% Organic growth projected in CY’23E driven by macro weakness Tempest forecasts a rebound in growth rate in CY’ 24 E, tapering moderately through CY’ 27 E Minor improvement in Adjusted Gross Profit Margin driven by gradual mix shift towards higher margin offshore work Minor improvement in Adjusted EBITDA Margin driven by Adjusted Gross Profit Margin improvement noted above, and SG&A efficiencies Mgmt. Observations & Assumptions Actuals Tempest Management Plan 7
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Discounted Cash Flow Analysis – Tempest Management Plan ($ in millions except per share values) E X E C U T I V E S U M M A R Y P R O J E C T T E M P E S T Tempest Management Plan Q2 CY'23E Q3 CY'23E Q4 CY'23E CY2024E CY2025E CY2026E CY'27E / TV Actuals Q1 CY'23A CY2022A $47 $71 $71 $308 $382 $475 $583 Adjusted EBITDA $257 $35 15.5% 21.8% 20.8% 19.6% 19.9% 20.4% 20.8% (5) (5) (5) (25) (30) (37) (45) (19) (19) (20) (55) (67) (81) (98) % Margin 19.8% 11.3% Depreciation & Amortization 1 (21) (5) Stock - Based Compensation (251) (18) $22 $46 $45 $228 $284 $356 $440 Adjusted EBIT 1 ($15) $12 7.4% 14.3% 13.3% 14.5% 14.8% 15.3% 15.7% (14) (12) (12) (74) (92) (116) (143) 62.8% 25.8% 26.2% 32.5% 32.5% 32.5% 32.5% % Margin (1.2%) 3.8% Taxes (6) % Effective Tax Rate 53.7% $8 $34 $33 $154 $192 $240 $297 NOPAT $5 2.8% 10.6% 9.8% 9.8% 10.0% 10.3% 10.6% 5 5 5 25 30 37 45 2 1 1 6 8 9 11 (15) (4) (1) (36) (45) (52) (63) (7) (8) (8) (38) (46) (56) (67) % Margin 1.8% Plus: Depreciation & Amortization Plus: Bad Debt Expense 2 Less: Increase in NWC Less: Capital Expenditures ($7) $30 $30 $111 $139 $179 $223 Unlevered Free Cash Flow Source: Tempest Management, company filings, Wall Street research and FactSet as of 6/13/2023. Note: DCF assumes mid - year convention and valuation date as of 3/31/2023. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $16m - $17m. D&A and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs and NOL utili zation. 1. 2. 3. Enterprise Value at CY2027E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2027E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q2 '23E – '26E WACC 14.5x 13.0x 12.0x 11.0x 10.0x $5,054 $4,569 $4,245 $3,922 $3,598 5,214 4,713 4,379 4,045 3,710 5,381 4,863 4,518 4,173 3,827 5,555 5,020 4,663 4,306 3,949 5,736 5,183 4,814 4,445 4,076 14.5x 13.0x 12.0x 11.0x 10.0x $14.04 $12.65 $11.72 $10.80 $9.87 14.50 13.07 12.11 11.15 10.19 14.98 13.50 12.51 11.52 10.53 15.47 13.94 12.92 11.90 10.88 15.99 14.41 13.35 12.30 11.24 17.0% 16.0% 15.0% 14.0% 13.0% $346 352 358 365 372 Equity Value at CY2027E (NTM) Adjusted EBITDA Multiple of Implied PGR 3 at CY2027E (NTM) Adjusted EBITDA Multiple of WACC 14.5x 13.0x 12.0x 11.0x 10.0x $4,848 $4,363 $4,039 $3,716 $3,392 5,009 4,507 4,173 3,839 3,505 5,175 4,657 4,312 3,967 3,622 5,349 4,814 4,457 4,100 3,743 5,530 4,977 4,608 4,239 3,871 14.5x 13.0x 12.0x 11.0x 10.0x 14.2% 13.8% 13.6% 13.2% 12.9% 13.2% 12.8% 12.6% 12.3% 11.9% 12.2% 11.9% 11.6% 11.3% 10.9% 11.2% 10.9% 10.6% 10.3% 9.9% 10.2% 9.9% 9.6% 9.3% 8.9% 17.0% 16.0% 15.0% 14.0% 13.0% 8
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions C O N F I D E N T I A L Appendix P R O J E C T T E M P E S T
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Broker Target Prices and Recommendations ($ per share) A P P E N D I X P R O J E C T T E M P E S T Broker Recommendations Monthly Evolution Since IPO Percentage of Broker Recommendations Price Per Share Summary of Broker Target Prices and Recommendations Source: Wall Street research and FactSet as of 6/13/2023. Note: 1. Tempest completed its IPO on September 15, 2021. 5/1 (unaffected share price date) broker target prices as of the following dates: RBC Capital Markets (2/28), TD Cowen (3/23) , J.P. Morgan (3/1), Wolfe Research (2/28), Wedbush (3/23), Credit Suisse (2/28), Bank of America (3/15) and Piper Sandler (2/28). Credit Suisse terminated coverage of Tempest on 6/1/2023. William Blair has maintained “Outperform” rating in recent research without naming a specific price target. Reflects closing price on May 1, 2023, last day prior to market rumors regarding a potential Atlas bid. 2. 3. 4. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $0 $5 $10 $15 $20 $25 $30 $35 $40 10/2021 11/2021 12/2021 01/2022 02/2022 03/2022 04/2022 05/2022 06/2022 07/2022 08/2022 09/2022 10/2022 11/2022 12/2022 01/2023 02/2023 03/2023 04/2023 05/2023 Current Buy Hold Sell Share Price Target Price Target Price 6/13 1 5/1 6/13 Rating Firm Date $10.00 $10.00 Buy 06/01/2023 10.00 10.00 Buy 05/22/2023 12.00 10.00 Buy 05/09/2023 9.00 9.00 Buy 06/05/2023 9.00 9.00 Buy 05/09/2023 9.00 9.00 Hold 05/09/2023 7.50 7.00 Hold 05/09/2023 10.00 – 2 – 2 05/09/2023 – 3 – 3 Buy 05/09/2023 $12.00 $10.00 High $7.50 $7.00 Low $9.56 $9.14 Mean $9.50 $9.00 Median $6.22 $6.22 Unaffected Share Price 4 52.7% 44.7% % Median Above (Below) Unaffected 9
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Premia in Selected Precedent Minority Transactions by Controlling Shareholder ($ in billions) A P P E N D I X P R O J E C T T E M P E S T Initial Bid Premium to Final Bid Premium to % of Equity Implied Equity Closing Share Price Before 1 - Month VWAP (at Initial to Final Bid Closing Share Price Before Unaffected Share Price 5 1 - Month VWAP Partners Biopharma Pharmaceuticals Medicine Mogul Media 0 Source: Atlas Bid Proposals (as of 3/16/2023, 5/23/2023 and 6/13/2023), Tempest Management and company filings. 1. 2. 3. 4. 5. Based on issued and outstanding common stock, on a non - diluted basis. Implied Equity Value calculated as final bid price multiplied by FDSO. Reflects unaffected date of first bid. Reflects 1 calendar month. Reflects unaffected date prior to bid announcement, transaction agreement or market rumors. (Unaffected) 4,5 Initial Bid 3 Increase Initial Bid) 4 Initial Bid 3 Value 2 Date Target Acquiror Owned 1 18% 24% 60% 29% (4%) 24% $2.4 Dec - 22 Weber BDT Capital 72% 105% 143% 93% 17% 48% 66% 0.8 Jun - 22 Convey TPG Capital 75% 100% 96% 101% 30% 50% 55% 0.6 Nov - 20 Urovant Sumitovant 72% 59% 59% 61% 13% 37% 42% 1.9 Aug - 20 Akcea Ionis 76% 61% 50% 52% 23% 9% 24% 0.7 Aug - 20 Hudson Dufry AG 57% 42% 45% 45% 12% 28% 30% 3.7 Nov - 19 AVX KYOCERA Corp 72% 41% 29% 34% 3% 41% 30% 5.1 Jun - 18 Foundation Roche 57% 31% 58% 67% 2% 28% 63% 0.3 Nov - 16 Synutra Investor Group 64% 133% 101% 101% 43% 63% 41% 1.7 Sep - 16 Federal - Icahn 82% 13% 2% 2% Nil 13% 2% 1.8 Mar - 16 Crown Hallmark 90% 34% 33% 47% 5% 17% 26% $0.7 25th Percentile 66% 60% 61% 62% 17% 31% 38% $1.9 Mean 72% 50% 54% 60% 15% 33% 36% $1.8 Median 72% 90% 87% 87% 27% 46% 51% $2.3 75th Percentile 76% 72% 87% 64% 6% 42% 55% $4.0 Tempest 63% For illustration only, Tempest “Final Bid” data represents Atlas 6/13 counterproposal 10
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions A P P E N D I X P R O J E C T T E M P E S T Source: Company filings, Wall Street research and FactSet as of 6/13/2023. 1. 2. All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. Organic revenue growth figures are shown where available. Comparable Companies Analysis ($ in billions) 3 '23 – '24 '22 – '23 '21 – '22 24E 23E 22A 24E NTM 23E 22A 24E NTM 23E 22A Value Value High Low Company Digital IT Services 5% (3%) 23% 19% 17% 18% 12.5x 14.1x 14.4x 12.8x 2.32x 2.46x 2.43x 2.36x $11.4 $13.2 (52%) 8% EPAM Systems 20% 12% 39% 21% 21% 21% 15.8 18.1 18.8 21.5 3.24 3.71 3.90 4.54 8.1 8.2 (21%) 37% Globant 12% 13% 30% 22% 21% 23% 10.6 12.2 12.3 12.2 2.29 2.58 2.62 2.81 2.7 2.9 (56%) 10% Endava 8% 4% 27% 20% 19% 20% 11.6x 13.1x 13.4x 12.5x 2.30x 2.52x 2.53x 2.58x 25th Percentile 12% 7% 31% 20% 20% 21% 13.0 14.8 15.2 15.5 2.62 2.92 2.99 3.24 Mean 12% 12% 30% 21% 21% 21% 12.5 14.1 14.4 12.8 2.32 2.58 2.62 2.81 Median 16% 12% 34% 21% 21% 22% 14.1 16.1 16.6 17.2 2.78 3.14 3.26 3.68 75th Percentile Diversified IT Services 7% 5% 14% 22% 22% 21% 13.5x 14.4x 14.5x 15.6x 2.98x 3.17x 3.20x 3.35x $210.0 $213.5 (2%) 28% Accenture 6% 4% 15% 16% 16% 16% 8.8 9.5 9.5 9.9 1.40 1.49 1.49 1.55 36.8 34.0 (8%) 15% Capgemini 5% 1% 7% 19% 18% 20% 8.1 8.5 8.7 8.1 1.52 1.57 1.59 1.59 30.9 33.0 (9%) 24% Cognizant Tech 6% 3% 11% 17% 17% 18% 8.4x 9.0x 9.1x 9.0x 1.46x 1.53x 1.54x 1.57x 25th Percentile 6% 3% 12% 19% 19% 19% 10.1 10.8 10.9 11.2 1.97 2.07 2.09 2.16 Mean 6% 4% 14% 19% 18% 20% 8.8 9.5 9.5 9.9 1.52 1.57 1.59 1.59 Median 7% 4% 15% 20% 20% 20% 11.1 12.0 12.0 12.8 2.25 2.37 2.39 2.47 75th Percentile 5% 2% 15% 19% 17% 19% 9.2x 10.1x 10.2x 10.5x 1.71x 1.79x 1.80x 1.78x Global 25th Perc. 9% 5% 21% 20% 19% 20% 11.6 12.8 13.0 13.4 2.29 2.49 2.54 2.70 Global Mean 7% 4% 19% 20% 20% 20% 11.6 13.1 13.4 12.5 2.30 2.52 2.53 2.58 Global Median 11% 10% 28% 21% 21% 21% 13.3 14.4 14.5 14.9 2.82 3.02 3.06 3.22 Global 75th Perc. Enterprise Value / % Ch. 52 Wk. Equity Enterprise Revenue Adj. EBITDA 1 Adj. EBITDA Margin 1 Revenue Grow th 2 11
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Implied WA C C Implied C o st o f Equity Sensitivity R ange WA C C H igh Lo w H igh Lo w H igh Lo w A ssumptio ns 17.2% 13.0% 18.3% 13.7% 1.75 1.15 1.45 Unlevered Beta 14.9% 15.3% 16.6% 15.3% 15.0% 0.0% 8.9% Target Net Debt/Capitalizatio n 2 9.7% Target Net Debt/Equity 1.1 Levering Facto r 1.55 Levered Beta 3 32.5% Tax Rate 4.93% Risk - Free Rate of Return 4 7.17% Equity Risk P remium 5 16.0% Cost of Equity 6 15.1% 15.0% 16.0% 16.0% 9.0% 7.0% 7.9% P re - Tax Cost of Debt 5.3% Post - Tax Cost of Debt 15 .1% WA C C 7 Tempest WACC Analysis ($ in billions unless otherwise stated) C apital Structure B lo o mberg H isto rical B eta B arra P redicted B eta Unlevered B eta Levered B eta 3 Unlevered B eta Levered B eta 3 N et D ebt/ Equity N et D ebt/ C ap. M arket Value C o mpany 1.92 1.71 2.06 1.83 (14%) (16%) $ 13.2 EP AM Systems 1.79 1.77 1.33 1.31 (2%) (2%) 8.2 Glo bant 2.00 1.86 1.65 1.54 (8%) (9%) 2.9 Endava 1.15 1.14 1.45 1.43 (2%) (2%) 213.5 Accenture 1.24 1.31 0.96 1.01 8% 8% 34.0 Capgemini 1.09 1.04 1.08 1.03 (6%) (7%) 33.0 Co gnizant Tech 1.17 1.18 1.14 1.10 ( 8 %) ( 8 %) P eer 25 th P ercentile 1.5 2 1.5 1 1.3 9 1.3 7 ( 4 %) ( 4 %) P eer M edian 1.8 9 1.7 6 1.6 0 1.5 1 ( 2 %) ( 2 %) P eer 75 th P ercentile 1.9 2 1.7 7 1.6 5 1.5 4 ( 8 %) ( 9 %) D igital IT Services M edian 1.15 1.14 1.0 8 1.0 3 ( 2 %) ( 2 %) D iversified IT Services M edian 1.6 5 1.7 5 0 .83 0 .89 9 .7 % 1 8 .9 % 1 $ 2 .1 1 T empest A P P E N D I X P R O J E C T T E M P E S T Source: Kroll, company filings, Wall Street research and FactSet as of 6/13/2023. Note: 1. 2. 3. 4. 5. 6. 7. Bloomberg Global Raw Beta and Barra Predicted World Beta are both shown as of 5/31/2023. Based on Tempest’s unaffected price of $6.22 (as of 5/1/2023). Represents Tempest net debt / capitalization as of 5/1/2023 (unaffected date). Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Net Debt/Equity)]. Represents 10 - Year Government Bond Yields weighted by Country revenue exposure (refer to p.13 for further detail). Long - horizon expected equity risk premium (historical): large company stock total returns minus long - term government bond income returns (source: Kroll December 2022). Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). Weighted Average Cost of Capital = (Post - Tax Cost of Debt)(Net Debt/Cap) + (Cost of Equity)(Equity/Cap). 12
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Country - Weighted Risk - Free Rate A P P E N D I X P R O J E C T T E M P E S T Yield (%) 1 CY2023E Revenue Share (%) Country 7.00% 24.3% India 3.83% 20.1% USA 2.66% 16.4% China 11.60% 7.5% Brazil 2.41% 6.9% Germany 4.41% 6.2% UK 3.93% 4.1% Australia 3.36% 3.7% Spain 2.97% 3.6% Singapore 3.83% 2 1.7% Ecuador 6.78% 1.5% Romania 5.28% 3 1.3% Chile 2.58% 1.3% Thailand 4.05% 0.6% Italy 3.01% 0.4% Finland 2.76% 0.3% Netherlands 2.85% 0.1% Vietnam Country - Weighted Risk - Free Rate 4 4.93% Source: Tempest Management, Trading Economics and FactSet as of 6/13/2023. 1. 2. 3. 4. Yields are for 10 - year local currency government bonds as of 6/13/2023. All yields retrieved from FactSet unless otherwise noted. Ecuador does not have an active local currency bond market – analysis applied U.S. treasury yield as a proxy as Ecuador’s economy is fully dollarized. Chile’s 10 - year government bond yield is retrieved from Trading Economics and is as of 6/13/2023. Yield weighted by CY2023E revenue share. 13
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions 0.00 10.00 15.00 20.00 25.00 30.00 35.00 $40.00 Source: FactSet as of 6/13/2023 and company filings. Note: 1. VWAP reference prices reflect figures as of the last unaffected date (5/1/2023). Reflects closing price on May 1, 2023, last day prior to market rumors regarding a potential Atlas bid. Tempest Share Price Performance Since IPO ($ per share) A P P E N D I X P R O J E C T T E M P E S T Max. Closing Price: $34.41 on 9/17/2021 Unaffected Price: $6.22 on 5/1/2023 1 5.00 Current: $7.90 Tempest Share Price Performance Selected Reference Prices IPO Price $21.00 Premium to Atlas Proposals 3/16 5/23 6/13 (47.6%) (46.0%) (44.5%) 12 - month VWAP $11.03 (0.2%) 2.9% 5.6% 6 - month VWAP $8.34 31.9% 36.1% 39.7% 3 - month VWAP $7.46 47.5% 52.1% 56.2% 1 - month VWAP $6.75 62.9% 68.0% 72.5% Unaffected Share Price 1 $6.22 76.8% 82.4% 87.2% 14
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions A P P E N D I X P R O J E C T T E M P E S T Discounted Cash Flow Analysis – Sensitivity Analysis ($ per share) Revenue Growth Sensitivity EBITDA Margin Sensitivity Source: Tempest Management. Note: 1. 2. Implied Value Per Share figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $16m - $17m. ~1.25% change in capacity utilization represents a ~1.5% change in EBITDA margin. Exit Multiple represents the NTM EBITDA Multiple applied to CY2027E / Terminal Year EBITDA. Analysis below shows the implied value per share for Tempest in the following scenarios: Tempest Management Plan (“MP”) Sensitivities assuming MP is sensitized for each year over CY2024 - 2027E as follows: Revenue growth is sensitized in increments of 2.5% Capacity Utilization is sensitized in increments of 1.25%, implying EBITDA margin is sensitized in increments of 1.5% 1 Each scenario is shown for three cases: Low case : 17.0% WACC, 10.0x Exit Multiple 2 Mid case : 15.0% WACC, 12.0x Exit Multiple 2 High case : 13.0% WACC, 14.5x Exit Multiple 2 High Range of DCF Low Range of DCF 15
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Discounted Cash Flow Analysis – Sensitivity Analysis (cont’d) ($ per share) A P P E N D I X P R O J E C T T E M P E S T High Case Exit Multiple: 14.5x 1 WACC: 13.0% Mid Case Exit Multiple: 12.0x 1 WACC: 15.0% Low Case Exit Multiple: 10.0x 1 WACC: 17.0% Implied Value Per Share Source: Tempest Management. Note: Implied Value Per Share figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $ 16 m - $ 17 m . Analysis shows the implied value per share for Tempest in the following scenarios : MP Sensitivities assuming MP is sensitized for each year over CY 2024 - 2027 E as follows : Revenue growth is sensitized in increments of 2 . 5 % and Capacity Utilization is sensitized in increments of 1 . 25 % , implying EBITDA margin is sensitized in increments of 1 . 5 % . Exit Multiple represents the NTM EBITDA Multiple applied to CY 2027 E / Terminal Year EBITDA . 1. High Range of DCF Low Range of DCF Revenue Growth ∆ vs. Management Plan Capacity Utilization EBITDA Margin (5.0%) (2.5%) MP 2.5% 5.0% $13.53 14.76 15.99 65.00% 66.25% 67.50% 68.75% 70.00% (3.0%) (1.5%) MP 1.5% 3.0% $11.39 12.44 13.49 14.54 15.59 $12.43 13.57 14.70 15.84 16.97 17.21 18.44 $14.70 16.02 17.35 18.67 20.00 $15.93 17.36 18.79 20.22 21.65 Revenue Growth ∆ vs. Management Plan Capacity Utilization EBITDA Margin (5.0%) (2.5%) MP 2.5% 5.0% $8.30 9.08 9.87 65.00% 66.25% 67.50% 68.75% 70.00% (3.0%) (1.5%) MP 1.5% 3.0% $6.96 7.64 8.31 8.99 9.66 $7.61 8.34 9.07 9.80 10.53 10.66 11.44 $9.02 9.87 10.72 11.57 12.42 $9.79 10.71 11.62 12.54 13.45 Revenue Growth ∆ vs. Management Plan Capacity Utilization EBITDA Margin (5.0%) (2.5%) MP 2.5% 5.0% 65.00% 66.25% 67.50% 68.75% 70.00% (3.0%) (1.5%) MP 1.5% 3.0% $8.87 9.70 10.54 11.38 12.22 $9.68 10.59 11.49 12.40 13.31 $10.55 11.53 12.51 13.49 14.46 $11.47 12.52 13.58 14.63 15.69 $12.44 13.58 14.72 15.85 16.98 16
Exhibit (c)(vi)
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Project Tempest D I S C U S S I O N M A T E R I A L S J U N E 2 0 2 3 C O N F I D E N T I A L
The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice . D isc l aim e r P R O J E C T T E M P E S T C O N F I D E N T I A L DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Today’s Meeting Topics C O N F I D E N T I A L P R O J E C T T E M P E S T 1 2 3 1 Financials: Q2 Results and Q3/Q4 Outlook Diligence Update and Schedule Status of Other Transaction Workstreams (Merger Agreement)
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Current Meeting Calendar C O N F I D E N T I A L P R O J E C T T E M P E S T Friday (6/30/2023) Thursday (6/29/2023) Wednesday (6/28/2023) Tuesday (6/27/2023) Monday (6/26/2023) Today Legal Due Diligence Call 2:00 – 4:00PM ET Friday (7/7/2023) Thursday (7/6/2023) Wednesday (7/5/2023) Tuesday (7/4/2023) Monday (7/3/2023) Commercial Due Diligence Call: Q2 Landing, Q3/Q4 Budget Views and Restructuring Debrief [Time to be confirmed] Commercial Due Diligence Call: Capabilities, Delivery and Operations [Time to be confirmed] Tax Due Diligence Call [Time to be confirmed] Friday (7/14/2023) Thursday (7/13/2023) Wednesday (7/12/2023) Tuesday (7/11/2023) Monday (7/10/2023) Commercial Due Diligence Call: Top Clients and GTM [Time to be confirmed] Commercial Due Diligence Call: Profitability Margins [Time to be confirmed] Commercial Due Diligence Call: Current Business Momentum [Time to be confirmed] 2
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Due Diligence Meeting Schedule 3 1 Likely to subsume some content from Commercial Due Diligence meetings planned for July 10 and 11. C O N F I D E N T I A L P R O J E C T T E M P E S T Attendees Time Topics Session Xiao Guo , CEO Erin Cummins , CFO TBD 7/3 – 7/5 Discuss 2Q landing, 3Q/4Q budget views and restructuring initiatives Meeting duration : 2 hours Q2 Landing, Q3/Q4 Budget and Restructuring Debrief 1 Commercial Xiao Guo , CEO Erin Cummins , CFO Joanna Parke, Chief Talent and Operating Officer TBD 7/5 – 7/7 Update on strategy implementation (new product lines, partnerships, etc.) GenAI capabilities and strategic roadmap to build strong positioning Delivery strategy and deep dive into main regions Opportunities to optimize delivery Meeting duration : 4 hours Capabilities, Deli v e r y and Operations Xiao Guo , CEO Erin Cummins , CFO Chris Murphy , CEO North America Julie Woods - Moss , Chief Marketing Officer 7/10 – 7/11 Detailed understanding of top 25 accounts and high growth potential accounts Pipeline and recent wins / losses Target structure of sales team & sales strategy Meeting duration : 4 hours Top Clients and GTM Erin Cummins , CFO Joanna Parke, Chief Talent and Operating Officer 7/10 – 7/11 Drivers of gross margin and EBITDA margin contraction since Q4’22 Utilization management Margin recovery and sustainability Meeting duration : 3 hours Pr ofitability Margins Erin Cummins , CFO Chris Murphy , CEO North America 7/10 – 7/11 Discuss pipeline and customer - level trends Meeting duration : 2 hours Current Business Momentum Ramona Mateiu , Chief Legal Officer and Chief Compliance Officer Martha Ruiz, Global Head of People Friday 6/30 2:00 – 4:00PM ET Discuss remaining open legal due diligence items Meeting duration : 2 hours Legal Due Diligence Legal Chris Schwarz , Global Head of Tax TBD 7/3 – 7/7 Discuss remaining open tax due diligence items Meeting duration : 2 hours Tax Due Diligence Tax
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Due Diligence Progress to Date 4 C O N F I D E N T I A L P R O J E C T T E M P E S T Requests (% of Total) Requests (#) Key Open Items Closed Open Closed Open Topic Copies of contracts with top 20 customers and vendors ( partially completed) Partnership and joint venture agreements or similar contracts Non - public correspondence with individual stockholders within the last three years 75% 25% 43 14 Legal Audit workpapers (EY’s Tempest audit team to connect with EY’s Atlas advisory team) Supporting calculations for Management EBITDA adjustments Supporting calculations for selected metrics presented in the public filings 88% 12% 23 3 Accounting Details on (i) near - term forecast, (ii) restructuring initiatives and (iii) Brazil and China operations Detail on valuation creation initiatives (e.g., outbound sales, new offerings and partnerships) Detail of generative AI impact in the business (e.g., productivity improvements, estimated gross margin by these activities) – 100% – 32 Financing (Received on 6/26) Description of the status of US or non - US federal income or state income or non - income tax examinations for the past four years Sales and use tax returns for top 5 material jurisdictions based on revenue State income/franchise tax apportionment schedules 69% 31% 20 9 Tax Q3’23 – Q4’23 budget Comparison of cost of delivery China vs. Singapore vs. India Detail on value creation plan, including documents on (i) sales force and GTM strategy, (ii) partnerships and new product lines, (iii) delivery capabilities and (iv) internal strategy for the last 2 years 52% 48% 16 15 Commercial
DRAFT - Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Process Timeline 5 C O N F I D E N T I A L P R O J E C T T E M P E S T F T W T M F T W T M F T W T M 7/14 7/13 7/12 7/11 7/10 7/7 7/6 7/5 7/4 7/3 6/30 6/29 6/28 6/27 6/26 Due Diligence Workstreams □ Commercial Due Diligence □ Legal Due Diligence □ Accounting Due Diligence □ Tax Due Diligence Financing Workstreams □ Tempest Financing / Co - Investor Process Transaction & Legal Documents □ NDA □ Merger Agreement and Ancillary Documents □ Signing of Definitive Documentation
Exhibit (c)(vii)
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest A P R I L 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Today’s Meeting Topics P R O J E C T T E M P E S T Recent Performance Overview Tempest stock price and financial performance 1 2 Review of Lazard Diligence Tempest headwinds and mitigation strategy Tempest Management’s 2024 plan Tempest Management’s 5 - year plan 3 Valuation Overview Preliminary valuation analysis based on various methodologies 4 Analysis of Atlas Offer Overview of Atlas Proposal Next steps 3
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions 3 Q4’23 (February 27, 2024) Tempest missed Q4’23 consensus Revenue by 6% and Q4’23 consensus Adjusted EBITDA by 55% Tempest Recent Stock Price Performance P R O J E C T T E M P E S T Source: Company filings and FactSet as of 4/25/2024. Tempest Share Price Performance Since June 2023 1.50 2.50 3.50 4.50 5.50 6.50 7.50 $8.50 1 2 % % Denotes share price reaction to earnings release (29%) (26%) +14% 3 Q2’23 (August 8, 2023) Tempest missed Q2’23 consensus Revenue by 5% and consensus Adjusted EBITDA by 36% , and revised CY’23 Revenue and Adjusted EBITDA guidance downwards by 10% and 41%, respectively 2 Q3’23 (November 7, 2023) Tempest beat Q3’23 consensus Revenue by 1% and consensus Adjusted EBITDA by 20% and narrowed the FY’23 Revenue guidance range, while revising FY’23 Adjusted EBITDA guidance downwards 3% Commentary 1 1 ($ per share) Tempest’s share price has struggled in light of its operational challenges and underperformance vs. street expectations 4 Q1’24 (May 7, 2024) Tempest expects to report a slight beat on Revenue but a miss on Adjusted EBITDA 4 4
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Tempest Recent Financial Performance 1 ($ in millions) Due to recent performance, 2024 estimates have deteriorated and are now materially below expectations for peers CY’24E Revenue Growth Consensus 15% 12% (12%) 3% 2% 6% 6/13/23 4/25/24 21% 19% 18% 8% Tempest 19% Diversified IT 19% Services Digital IT Services 6/13/23 4/25/24 CY’24E Adjusted EBITDA Margin Consensus Digital IT Services Diversified IT Services Tempest Revenue Adjusted EBITDA $307 $287 $280 $252 $249 (7%) (15%) (17%) (20%) (19%) Q1'23A Q2'23A Q3'23A Q4'23A Q1'24A $35 $29 $34 $14 $6 11% 10% 12% 5% 3% Q1'23A Q2'23A Q3'23A Q4'23A Q1'24A Source: Note: Tempest Management and FactSet as of 4/25/2024. Tempest metrics based on Tempest Management Plan. Tempest Adjusted EBITDA excludes stock - based compensation, associated payroll taxes and non - recurring items. Peer comparable company EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. Organic revenue growth figures are shown where available. Y/Y Organic Growth (%) Margin (%) 5
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Tempest Headwinds and Mitigation Strategy 2 Market Trends / Headwinds Impact on Tempest Mitigation Actions / Strategy Difficult demand environment – clients focused on efficiencies Reduced digital transformation budgets since 2022 Desire for lower cost / offshore services vs. premium consulting Pricing pressure and smaller deal sizes Vendor consolidation Downsizing / cancelation of projects Longer sales cycles Skill mismatch: too many onshore vs. offshore Federated model; hard to manage delivery / margins Lower ABR and utilization Difficulty projecting business / performance Necessity to migrate from inbound to outbound GTM 2023 reorganization toward consolidated delivery and major (~$80m annual) cost cutting Tempest still managing through operational reorganization and GTM transition 2024 acceleration of cost cutting to better manage utilization in light of market Longer term focus on growing offshore (India, LatAm) presence to capture higher margin delivery revenue Tempest is only partially through a major reorganization undertaken in response to the challenging market environment 6
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Globant, 16.1x Endava, 8.4x Accenture, 13.3x EPAM, 14.9x Capgemini, 10.3x Cognizant, 8.5x 10% Tempest Management Plan 5% 15% 20% 25% (10%) (5%) 0% 5% 10% 15% 20% P R O J E C T T E M P E S T 2 Tempest Management Plan CY2024E Benchmarking 1 Q1 2024A Q2 2024E Q3 2024E Q4 2024E CY 2024E Tempest Management Plan: 2024 Forecast ($ in millions unless otherwise noted) Tempest’s plan contemplates material cost cuts beginning in Q2’24 to deliver higher margins in 2H’24; Tempest expected to underperform peers for the year Adj. Y/Y EBITDA Growth Margin CY2024E EBITDA Margin CY2024E Revenue Growth 2 Revenue Adjusted EBITDA Digital IT Services Peers Source: Tempest Management Plan, Tempest Management and FactSet as of 4/25/2024. Note: All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 1 Peer multiples shown represent EV / CY2024E Adj. EBITDA multiples. 2 Organic revenue growth figures are shown where available. Diversified IT Services Peers 9% (8%) 12% +3% 13% (4%) 8% (10%) 3% (19%) $1,037 H2 Adj. EBITDA: $65m H1 Adj. EBITDA: $27m $268 $261 $249 $259 $92 $34 $31 $6 $20 7
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $153 $224 $257 $112 $92 $155 $235 $307 $380 $81 $125 Tempest Management Plan: Long Term Forecast ($ in millions) P R O J E C T T E M P E S T Source: Tempest Management Plan, Tempest Management and FactSet as of 4/25/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 Excludes stock - based compensation, associated payroll taxes and DCA. 3 Excludes stock - based compensation, associated payroll taxes and non - recurring items. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A/E CY’22A CY’21A CY’20A Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 8% organic decline in CY’24E due to ongoing macro weakness and reorg - related disruptions, increasing to +20% growth by 2026 as assumed market recovery brings demand back to historical levels Gross Margins to remain low in CY’24E due to recent declines in ABR and slower - than - hoped cost cutting, rising from CY’25E onwards to ~40% as utilization hits historical highs and ABR growth exceeds wage growth EBITDA margins approx. double by 2026 due to Gross Margin gains above, SCM efficiencies and ~100 basis points per year of other (non - SCM) operating margin improvements Mgmt. Observations C Assumptions Actuals Tempest Management Plan $803 $1,070 $1,296 $1,127 $1,037 $1,152 $1,396 $1,676 $2,004 $990 $1,070 Organic growth 1 (%) +4% +31% +19% (15%) +11% +21% +20% +20% (8%) Adj. EBITDA Margin (%) 19% 21% 20% 10% 13% 17% 18% 19% 9% $337 $473 $540 $407 $370 $451 $576 $697 $828 $319 $362 Adj. Gross Profit Margin (%) 42% 44% 42% 36% 39% 41% 42% 41% 36% 2 Tempest Broker Consensus 8
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T 2 Tempest Management Plan: Key KPIs ($ in millions unless otherwise stated) Utilization Rate (%) and Professional Services Headcount Growth Average Bill Rate (ABR) and Average Wages, Indexed (as of Q4’24) Sales C Marketing Expense (as a % of Revenue) Other Operating Expenses (SGCA less SCM, as a % of Revenue) Historically unprecedented utilization rates driven by transition to DECs and other operational initiatives (e.g. utilization targets), and simultaneous high teens forecast headcount growth due to assumed market rebound ABR growth (driven by market rebound and Revenue mix shift towards consulting) forecast to outpace wage growth (kept down by hiring plans skewed towards lower end / junior roles) 100 101 102 103 103 104 104 105 105 106 106 107 107 108 108 109 110 100 99 99 99 100 99 99 100 100 100 101 101 102 101 102 102 103 Q4 24 Q1 25 Q2 25 Q3 25 Q4 25 Q1 26 Q2 26 Q3 26 Q4 26 Q1 27 Q2 27 Q3 27 Q4 27 Q1 28 Q2 28 Q3 28 Q4 28 ABR (Indexed = 100 as of Q4'24) Avg. Wages (Indexed = 100 as of Q4'24) $49 $52 $46 $69 $80 $92 $98 $104 $121 $143 $169 $647 $772 $803 $1,070 $1,296 $1,127 $1,037 $1,152 $1,396 $1,676 $2,004 8% 7% 6% 6% 6% 8% 9% 9% 9% 9% 8% 2018A 2019A 2020A 2021A 2022A 2023A Total SCM Total Revenue 2024E 2025E 2026E 2027E 2028E SCM % of Revenue $126 $145 $139 $179 $210 $205 $180 $192 $219 $247 $279 $647 $772 $803 $1,070 $1,296 $1,127 $1,037 $1,152 $1,396 $1,676 $2,004 19% 19% 17% 17% 16% 18% 17% 17% 16% 15% 14% 2018A 2019A 2020A 2021A Total SGCA less SCM 2022A 2023A 2024E 2025E 2026E 2027E 2028E Total Revenue Total SGCA less SCM, as a % of Revenue Increasing SCM efficiency driven by market rebound (and its impact on sales productivity) and 2024’s unproven SCM transformation bearing fruit Increasing operating efficiency from economies of scale and operating initiatives (e.g. reducing average seniority of roles over time) Source: Tempest Management Plan and Tempest Management. 65.9% 66.6% 65.2% 66.9% 62.9% 62.9% 67.2% 67.9% 67.9% 67.9% 67.9% +25% +25% +32% (5%) (8%) +8% +17% +17% +18% +19% 2018A 2019A 2020A 2021A 2022A 2023A Utilization Rate 2024E 2025E 2026E 2027E 2028E Avg. PS HC % Y/Y Growth 9
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Potential Opportunities and Challenges in the Tempest Management Plan P R O J E C T T E M P E S T Tempest management has highlighted the following opportunities and challenges related to executing the Tempest Management Plan Key Opportunities Key Challenges High long - term growth potential given large digital services TAM and small relative share Historical precedent of rebounding to 20%+ growth following downturns Ongoing restructuring and cost reduction initiatives Ongoing reorganization / conversion of federated model to global and regional model Planned further reorganization in future to align capabilities around global industry verticals Capitalizing on successful transition to outbound GTM Transition to higher margin offshore delivery centers (e.g. India) No clear catalysts for demand recovery Lack of visibility in business; short - term nature of pipeline 2024 guidance heavily backend loaded to H2 Nascent outbound / GTM capabilities Ability to raise ABR / pricing as market recovers given more offshore exposure Cultural and project delivery headwinds related to restructuring and reorganization initiatives Lack of consensus among regional and senior management around implementation of restructuring / reorganization Source: Tempest Management. 2 Key Questions Timing of rebound? Execution risk of reorg plan? Management / leadership in place to lead turnaround? 10
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Overview of Valuation Methodologies Applied P R O J E C T T E M P E S T 52 - Week Trading Range Analyst Price Targets DCF Discounted Cash Flow analysis based on Tempest Management Plan (5 - year projections) Net Operating Losses (NOLs) valued separately based on Tempest Management Plan’s projected NOL depletion schedule and added to DCF - implied valuation NOL valuation excludes entities for which the benefit of NOL depletion is already incorporated into Tempest’s effective tax rate Public Comparables (Management Plan) Relative valuation analysis based on selected comparable public companies, including Digital IT services peers and Diversified IT services peers Analysis applies CY2024E and CY2025E Adjusted EBITDA peer multiples to Tempest Management Plan’s projected CY2024E and CY2025E Adjusted EBITDA of $92m and $155m, respectively Relative valuation analysis based on selected comparable IT services transactions Analysis applies LTM Adjusted EBITDA deal multiples to Tempest’s LTM (as of 3/31/24) Adjusted EBITDA of $83m Precedent Transactions Low and high range of Tempest’s closing stock prices over last 52 weeks Low and high range of broker target prices for Tempest REFERENCE ONLY Premia Source: Historical premia analysis Precedent all - cash technology and IT services public company majority acquisitions by financial sponsors Precedent public minority transactions by a controlling shareholder Tempest Management. 3 Public Comparables (Consensus) Relative valuation analysis based on selected comparable public companies, including Digital IT services peers and Diversified IT services peers Analysis applies CY2024E and CY2025E Adjusted EBITDA peer multiples to consensus projected CY2024E and CY2025E Adjusted EBITDA of $81m and $125m, respectively 11
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Preliminary Valuation Summary ($ in billions except per share values unless otherwise stated) P R O J E C T T E M P E S T Source: Note: Company filings, Wall Street research and FactSet as of 4 / 25 / 2024 . 1 Implied share prices based on Tempest’s balance sheet and FDSO as of 3 / 31 / 2024 . Assumes 2 acquisition of Watchful assets/talent announced 4 / 17 / 2024 is valued in line with $ 2 . 525 m 3 purchase price (including $ 1 . 25 m contingent consideration ; no valuation premium or discount to purchase price) . As of 3/31/2024. Applied to Tempest current/unaffected price (4/25/2024). Represents controlling shareholder final bid premia to unaffected share price prior to offer announcement or market rumors for minority stakes in public companies. Input Implied Share Price ($) Implied EV Commentary $92m EV / CY2024E Adjusted EBITDA Public Comparables Based on EV/CY2024E Adjusted EBITDA multiples of global peers Low: 9.0x (25 th percentile of global peers: 9.0x) High: 14.5x (75 th percentile of global peers: 14.5x) $0.8 – $1.3 .24 $3 $1.78 $3.20 $155m EV / CY2025E Adjusted EBITDA Based on EV/CY2025E Adjusted EBITDA multiples of global peers Low: 8.5x (25 th percentile of global peers: 8.3x) High: 13.0x (75 th percentile of global peers: 12.9x) .18 $1.3 – $2.0 $5 Based on EV/LTM Adjusted EBITDA multiples of precedent comparable IT services transactions Low: 9.5x (Sitel Group/Sykes: 9.4x) $83m 1 EV / LTM Adjusted EBITDA Precedent Transactions $0.8 – $1.4 47 $3. $1.68 High: 17.0x (Capgemini/iGate: 17.0x) Based on Tempest Management Plan WACC of 12.0% – 16.0%, Terminal Value multiple of 9.0x – 14.5x NTM Adjusted EBITDA $10.13 $2.1 – $3.8 .48 $5 5 - year Plan Tempest Management Plan DCF Based on EV/CY2024E Adjusted EBITDA multiples of global peers (9.0x to 14.5x as above) $0.7 – $1.2 .81 $2 $1.51 $81m EV / CY2024E Adj. EBITDA (Consensus) For Reference Only Based on EV/CY2025E Adjusted EBITDA multiples of global peers (8.5x to 13.0x as above) $2.48 $125m EV / CY2025E Adj. EBITDA (Consensus) $1.1 – $1.6 07 $4. 52 - Week High close of $8.24 on 5/31/23 52 - Week Low close of $2.26 on 4/17/24 $8.24 $1.0 – $3.1 $2.26 $2.26 to $8.24 52 - Week Trading Range $3.00 $3.00 to $6.00 Analyst Price Targets Wedbush Securities (4/12/24): Price target of $6.00 TD Cowen (4/16/24): Price target of $3.00 $6.00 $1.2 – $2.3 Based on premia paid in selected precedent minority transactions by Controlling Sh t a h reholder th 2,3 Low: 37% (25 percentile); High: 78% (75 percentile) $1.3 – $1.7 .15 $4 $3.19 37% to 78% Minority Squeeze - Outs Premia Based on premia paid by Financial Sponsor acquirors in all - cash tech and IT servic th es majority transactions th 2 Low: 25% (25 percentile); High: 57% (75 percentile) $1.2 – $1.5 $3.66 $2.91 25% to 57% Tech and IT Services Premia $4.00 – Atlas Offer (3/22/24) $2.33 - Current (4/25/24) 3 12
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Overview of the Atlas Proposal Submitted on 3/22/2024 P R O J E C T T E M P E S T Offer Value Stated Rationale Atlas proposes to acquire all outstanding shares of common stock not owned by Atlas or its affiliates Offer value of $4.00 per share in cash, representing: 66% premium to Tempest closing price of $2.41 on 3/21/2024, the day prior to the proposal’s submission 34% premium to Tempest’s 1 - month VWAP of $2.98 as of 3/21/2024 43% premium to Tempest’s VWAP since the release of Q4 earnings on 2/27/2024 Offer implies an equity value of $1.4bn 1 , an enterprise value of $1.6bn 1 and an EV / CY2024E Adjusted EBITDA multiple of ~19x 2 Demand headwinds facing Tempest necessitate a major strategic restructuring and potential leadership changes, likely to lead to years of turmoil, that will in turn impact Tempest’s valuation, employees and customers, and damage its long - term competitiveness Transformation contemplated is best conducted out of the public spotlight and disclosure requirements Allows Tempest’s other shareholders to eliminate their exposure to the risks and downside potential of remaining public during this time Key Terms C Process Considerations Not conditioned on the approval of a majority of the minority shareholders, and would not agree to a transaction on that condition Only interested in acquiring shares that Atlas or its affiliates do not currently own No interest in a disposition or sale of Atlas or its affiliates’ holdings in Tempest No interest in voting for or participating in an alternative change of control or similar transaction involving Tempest Will not proceed unless the proposal is recommended to the Board of Directors by the Special Committee, advised by legal and financial advisors Limited confirmatory due diligence to be completed within 2 - 3 weeks, concurrently with negotiation of definitive documentation Not subject to financing conditions Source: FactSet as of 3/21/2024 and Atlas Bid Proposal as of 3/22/2024. 1 Based on Tempest’s balance sheet and FDSO as of 3/31/2024. 2 Represents the median broker consensus of $82 million as of March 21, 2024. 4 13
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Source: 1 Tempest Management Plan, company filings and FactSet as of 4/25/2024. Tempest 52 - Week High of $8.24 occurred on 5/31/2023. $8.00 $7.50 $7.00 $6.50 $6.00 $5.50 $5.00 $4.50 $4.00 $2.33 Price Per Share 349.5 349.1 348.7 348.2 347.6 346.9 346.2 345.4 344.5 338.8 FDSO $2.8 $2.6 $2.4 $2.3 $2.1 $1.9 $1.7 $1.6 $1.4 $0.8 Implied Equity Value $3.0 $2.8 $2.7 $2.5 $2.3 $2.1 $2.0 $1.8 $1.6 $1.0 Implied Enterprise Value 2.7x 2.5x 2.4x 2.2x 2.0x 1.9x 1.7x 1.6x 1.4x 0.9x :1,127m CY’23A Implied EV / Revenue 2.9x 2.7x 2.6x 2.4x 2.2x 2.1x 1.9x 1.7x 1.5x 1.0x :1,037m CY’24E 2.6x 2.5x 2.3x 2.2x 2.0x 1.8x 1.7x 1.5x 1.4x 0.9x :1,152m CY’25E 27.1x 25.5x 23.9x 22.3x 20.7x 19.1x 17.5x 15.9x 14.3x 9.1x :112m CY’23A Implied EV / Adjusted EBITDA 32.9x 30.9x 29.0x 27.1x 25.1x 23.2x 21.3x 19.4x 17.4x 11.0x :S2m CY’24E 19.4x 18.3x 17.2x 16.0x 14.9x 13.7x 12.6x 11.4x 10.3x 6.5x :155m CY’25E 243% 222% 200% 17S% 158% 13c% 115% S3% 72% 0% % vs. Current as of 4/25/24 (:2.33) 234% 213% 1S3% 172% 151% 130% 10S% 88% c7% (3%) % vs. 1 - Month VWAP as of 4/25/24 (:2.3S) 1S8% 17S% 1c1% 142% 123% 105% 8c% c7% 4S% (13%) % vs. 2 - Month VWAP as of 4/25/24 (:2.cS) 1c0% 143% 127% 111% S5% 78% c2% 4c% 30% (24%) % vs. 3 - Month VWAP as of 4/25/24 (:3.08) (3%) (S%) (15%) (21%) (27%) (33%) (3S%) (45%) (51%) (72%) % vs. 52 - Week High 1 as of 4/25/24 (:8.24) 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 Plus: Debt (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) Less: Cash Metric Analysis at Various Prices ($ in billions except per share values or as otherwise stated) Current Price 4/25 Atlas Offer 3 / 22 4 14
C O N F I D E N T I A L P R O J E C T T E M P E S T Appendix I
C O N F I D E N T I A L P R O J E C T T E M P E S T Lazard Diligence A
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Lazard’s Diligence Process P R O J E C T T E M P E S T Diligence Process Key Diligence Areas Lazard conducted diligence on Tempest’s historical performance, 2024 guidance, 5 - year financial forecast (the “Tempest Management Plan”) and competitive positioning Lazard held diligence calls with Tempest management to gain a deeper understanding of its business and financial performance, budgeting process, management plan, strategy and competitive landscape Following calls, Lazard provided subsequent follow - up questions and various data requests for further review Lazard also reviewed board presentations, historical financial statements, budgets and forecasts, capitalization / debt information, analysis of tax assets and other information provided by management Lazard’s diligence focused on the following key areas, among others: Historical (annual) and recent (quarterly) financial performance, especially developments in the business since 2023 engagement Evolution of KPIs (e.g., pipeline, backlog, utilization, headcount, bill rates, attrition trends) Customer concentration, top customers, account health, customer contracts and material churn events Go - to - market strategy and performance Tempest Management Plan Model architecture and key assumptions Positioning C Competitive Dynamics Company positioning and key differentiators Key competitors and win rates Market trends by vertical and by geography Near - term growth outlook relative to peers 1 1. Historical Business and Financial Performance 2 2. Management’s Financial Projections 3 3. A L A Z A R D D I L I G E N C E 17
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Key Diligence Learnings P R O J E C T T E M P E S T Emerging provider of consulting and digital transformation services; known for thought leadership, premium positioning and pricing – and has a corresponding higher proportion of onshore (high cost) talent and project delivery than its competitors Best positioned when clients are less budget - constrained and focused on longer - term / transformational strategic projects Limited outbound marketing historically; has been a beneficiary of inbound demand, given previously robust market for digital transformation Historically <20% of bookings were derived from outbound marketing, increasing Tempest’s vulnerability in budget - constrained environments; Tempest has recently invested in outbound GTM to reduce reliance on inbound demand Tempest Positioning Tempest has struggled since 2H22, when Revenue growth stalled due to various headwinds (largely macro), which has caused ongoing reductions in client budgets, delay, downsizing and cancelation of projects, a longer - than - typical sales cycle and slower new project ramping In addition, given market conditions, clients are focused on efficiency more than growth and are deprioritizing transformational / consulting projects, and favoring lower cost, offshore project delivery; this has led to a Tempest skills mismatch vs. the demand environment In August 2023, Tempest announced a cost cutting program and major reorganization (to consolidate operational functions globally, and Revenue functions regionally; under previous model, countries operated highly independently), which has rolled out slower than hoped but has nonetheless impacted ability to execute projects due to the scale/scope of the reorg Headwinds above have led to EBITDA margin guidance below consensus in the last eight quarters, and Revenue growth guidance below consensus in six of the last seven; Tempest missed Q4 2023 EBITDA by 50%+ ($14M actual vs. $31M consensus) and Revenue growth by ~500bps (19% decline vs. 14% consensus), and guided to a 2024 Revenue decline of 10 - 13% (vs. consensus decline of 1%); the stock fell 29% Recent Performance Due to a projected Q1 Revenue beat ($249M vs. guidance $241 – 246M) and strong Q1 Bookings (highest book - to - bill since 2019), Tempest is forecasting 2024 Revenue of $1,037M; this assumes a $3M tailwind in Q2 from accelerating conversion of the lower - likelihood pipeline Tempest forecasts 2024 EBITDA of $92M (8.8% margin, in line with 8 - 10% guidance), which hinges on accelerating near - term headcount cuts by ~200 heads vs. the current trajectory (delayed thus far by lack of senior management support) and $2M of additional non - wage cost cuts 2024 Forecast Tempest forecasts growth of 11% in 2025 and 20 - 21% thereafter, assuming a macro and demand recovery, followed by a return to the company’s long - term growth rate driven by strong demand for its differentiated services and limited market penetration Revenue and Gross Margin forecast assumes 68% utilization from 2025 onwards (historically high; driven by reorg / other operational initiatives), and ABR growth (driven by market rebound, recovery of consulting work) outpacing wage growth (held down by hiring shift towards junior roles) EBITDA forecast assumes increasing SCM efficiency driven by market rebound and 2024 SCM transformation, and other operating efficiencies Long - Term Plan Source: Tempest Management. A L A Z A R D D I L I G E N C E 18
C O N F I D E N T I A L P R O J E C T T E M P E S T Valuation Support B
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Source: Wall Street research and FactSet as of 4/25/2024. Note: Tempest completed its IPO on September 15, 2021. 1 J.P. Morgan has withdrawn its price target in recent research. 2 William Blair has stated “Market Perform” rating in recent research without naming a specific price target. 3 Wolfe Research has not provided a price target to accompany recent “Peer Perform” rating. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $0 $5 $10 $15 $20 $25 $30 $35 $40 10/2021 12/2021 02/2022 04/2022 06/2022 08/2022 10/2022 12/2022 02/2023 04/2023 06/2023 08/2023 10/2023 12/2023 02/2024 Current Buy Hold Sell Share Price Target Price Price Per Share Percentage of Broker Recommendations Target Price Rating Firm Date $6.00 Buy 04/12/2024 5.00 Hold 04/16/2024 4.00 Hold 02/27/2024 3.40 Hold 02/27/2024 3.00 Hold 04/16/2024 – 1 Buy 02/28/2024 – 2 Hold 02/27/2024 – 3 Hold 02/27/2024 $6.00 High $3.00 Low $4.28 Mean $4.00 Median $2.33 Current Share Price 71.7% % Median Above (Below) Current As of 4/25/24 Broker Target Prices and Recommendations ($ per share) Summary of Broker Target Prices and Recommendations Broker Recommendations Monthly Evolution Since IPO B V A L U A T I O N S U P P O R T 20
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Companies Analysis ($ in billions) Enterprise Value / P R O J E C T T E M P E S T Source: Company filings, Wall Street research and FactSet as of 4/25/2024. Note: Years refer to calendar years. 1 All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 2 Organic revenue growth figures are shown where available. B V A L U A T I O N S U P P O R T '24 – '25 '23 – '24 '22 – '23 25E 24E 23A/E 25E 24E 23A/E 25E 24E 23A/E 25E 24E 23A/E Value Value High Low Company Digital IT Services 10% 3% (3%) 18% 17% 18% 33% 31% 31% 13.0x 14.9x 14.5x 2.29x 2.52x 2.58x $12.1 $14.2 (25%) 17% EPAM Systems 19% 16% 11% 21% 20% 21% 38% 38% 38% 13.1 16.1 18.6 2.76 3.29 3.83 8.0 8.0 (28%) 31% Globant 16% (1%) 5% 22% 19% 19% 35% 32% 33% 6.1 8.4 8.0 1.36 1.60 1.54 1.5 1.7 (64%) 0% Endava 13% 1% 1% 19% 18% 19% 34% 31% 32% 9.5x 11.7x 11.2x 1.82x 2.06x 2.06x 25th Percentile 15% 6% 4% 20% 19% 19% 35% 34% 34% 10.7 13.2 13.7 2.14 2.47 2.65 Mean 16% 3% 5% 21% 19% 19% 35% 32% 33% 13.0 14.9 14.5 2.29 2.52 2.58 Median 18% 9% 8% 22% 20% 20% 37% 35% 36% 13.1 15.5 16.5 2.53 2.90 3.21 75th Percentile Diversified IT Services 7% 3% 3% 22% 22% 22% 33% 33% 33% 12.4x 13.3x 13.9x 2.77x 2.96x 3.05x $197.2 $199.2 (20%) 17% Accenture 7% 2% 4% 16% 16% 16% 27% 27% 27% 9.5 10.3 10.6 1.55 1.65 1.68 40.5 38.3 (11%) 32% Capgemini 5% 0% (1%) 20% 19% 19% 35% 35% 35% 7.9 8.5 8.8 1.56 1.64 1.64 31.8 33.6 (16%) 14% Cognizant Tech 6% 1% 1% 18% 18% 17% 30% 30% 30% 8.7x 9.4x 9.7x 1.56x 1.65x 1.66x 25th Percentile 6% 2% 2% 20% 19% 19% 31% 32% 31% 9.9 10.7 11.1 1.96 2.09 2.12 Mean 7% 2% 3% 20% 19% 19% 33% 33% 33% 9.5 10.3 10.6 1.56 1.65 1.68 Median 7% 2% 4% 21% 21% 20% 34% 34% 34% 10.9 11.8 12.2 2.17 2.31 2.37 75th Percentile 7% 1% (0%) 18% 17% 18% 33% 31% 31% 8.3x 9.0x 9.2x 1.56x 1.64x 1.65x Global 25th Perc. 11% 4% 3% 20% 19% 19% 33% 33% 33% 10.3 11.9 12.4 2.05 2.28 2.39 Global Mean 8% 2% 4% 20% 19% 19% 34% 32% 33% 10.9 11.8 12.2 1.93 2.09 2.13 Global Median 14% 3% 5% 22% 20% 20% 35% 34% 34% 12.9 14.5 14.4 2.64 2.85 2.94 Global 75th Perc. % Ch. 52 Wk. Equity Enterprise Revenue Adj. EBITDA 1 Gross Margin Adj. EBITDA Margin 1 Revenue Growth 2 21
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Precedent Transactions ($ in millions unless otherwise stated) P R O J E C T T E M P E S T Source: Note: 1 Company filings and Wall Street research. All EBITDA figures calculated on a pre - SBC basis where available. DXC (State C Local HHS Business) and Aricent EBITDA multiples are shown as disclosed by the respective companies and may be burdened for SBC due to lack of available information. EV / LTM Adj. EBITDA Enterprise Value Target Acquiror Announcement Date 9.4x $2,160 Sykes Sitel Group Jun - 21 16.4 $1,993 Virtusa Baring Private Equity Sep - 20 12.5 1 $5,000 DXC ( HHS Business ) Veritas Capital Mar - 20 11.2 €5,078 Altran Capgemini Jun - 19 15.3 $1,989 Luxoft DXC Jan - 19 13.3 $3,586 Syntel Atos Jul - 18 10.6 1 $2,000 Aricent Altran Nov - 17 17.0 $4,603 iGate Capgemini Apr - 15 16.1 $3,402 Sapient Publicis Nov - 14 11.2x 25th Percentile 13.5x Mean 13.3x Median 16.1x 75th Percentile B V A L U A T I O N S U P P O R T 22
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Discounted Cash Flow Analysis – Tempest Management Plan ($ in millions except per share values) P R O J E C T T E M P E S T Source: Note: Tempest Management, company filings, Wall Street research and FactSet as of 4/25/2024. DCF assumes mid - year convention and valuation date as of 3/31/2024. Adj. EBITDA burdened for restructuring charges. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $13m - $15m. Assumes acquisition of Watchful assets/talent announced 4/17/2024 is valued in line with $2.525m purchase price (including $1.25m contingent consideration; no valuation premium or discount to purchase price). DCA and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs, NOL utilization and Watchful acquisition. 1 2 3 Actuals Tempest Management Plan CY2023A Q1 CY'24A Q2 CY'24E Q3 CY'24E Q4 CY'24E CY2025E CY2026E CY2027E CY'28E / TV $380 $307 $235 $155 $31 $32 $18 $4 $93 Adjusted EBITDA 1S% 18% 17% 13% 12% 12% 7% 2% 8% % Margin (43) (36) (30) (25) (5) (5) (5) (4) (22) Depreciation C Amortization 1 (70) (59) (49) (46) (13) (11) (11) (11) (65) Stock - Based Compensation $267 $213 $157 $84 $13 $16 $2 ($10) $6 Adjusted EBIT 1 13% 13% 11% 7% 5% c% 1% (4%) 1% % Margin (76) (67) (56) (50) (27) (18) 1 (0) Taxes 2S% 31% 3c% 5S% 203% 111% (c3%) (0%) % Effective Tax Rate $190 $146 $100 $35 ($14) ($2) $3 ($10) NOPAT S% S% 7% 3% (5%) (1%) 1% (4%) % Margin 43 36 30 25 5 5 5 Plus: Depreciation C Amortization 5 4 3 3 1 1 1 Plus: Bad Debt Expense 2 (41) (35) (30) (17) 5 7 16 Less: Increase in NWC (48) (40) (34) (28) (5) (5) (5) Less: Capital Expenditures $149 $111 $70 $17 ($8) $6 $20 Unlevered Free Cash Flow Enterprise Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2028E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q2 '24E – '27E WACC 14.5x 13.0x 11.5x 10.5x S.0x $3,319 $2,993 $2,667 $2,449 $2,123 3,427 3,090 2,753 2,528 2,191 3,539 3,191 2,842 2,610 2,262 3,656 3,296 2,936 2,696 2,336 3,778 3,405 3,033 2,785 2,413 14.5x 13.0x 11.5x 10.5x S.0x $8.84 $7.93 $7.01 $6.39 $5.48 9.15 8.20 7.25 6.62 5.67 9.46 8.48 7.50 6.85 5.87 9.79 8.78 7.76 7.09 6.08 10.13 9.09 8.04 7.34 6.29 16.0% 15.0% 14.0% 13.0% 12.0% $150 153 156 159 163 Equity Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied PGR 3 at CY2028E (NTM) Adjusted EBITDA Multiple of WACC 14.5x 13.0x 11.5x 10.5x S.0x $3,095 $2,769 $2,443 $2,225 $1,899 3,203 2,866 2,529 2,304 1,967 3,315 2,967 2,618 2,386 2,038 3,432 3,072 2,712 2,472 2,112 3,554 3,181 2,809 2,561 2,189 14.5x 13.0x 11.5x 10.5x S.0x 13.1% 12.7% 12.3% 12.0% 11.3% 12.1% 11.8% 11.3% 11.0% 10.3% 11.1% 10.8% 10.4% 10.0% 9.3% 10.1% 9.8% 9.4% 9.0% 8.4% 9.1% 8.8% 8.4% 8.0% 7.4% 16.0% 15.0% 14.0% 13.0% 12.0% B V A L U A T I O N S U P P O R T 23
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Discounted Cash Flow Analysis – Sensitivity Analysis ($ per share) P R O J E C T T E M P E S T Analysis below shows the implied value per share for Tempest in the following scenarios: Tempest Management Plan (“MP”) Sensitivities assuming MP is sensitized for each year over CY2025 - 2028E as follows: Revenue growth is sensitized in increments of 2.5% Capacity Utilization is sensitized in increments of 1.5%, which represents a ~1.5% change in Adjusted EBITDA margin Each scenario is shown for three cases: Low case : 16.0% WACC, 9.0x Exit Multiple 1 Mid case : 14.0% WACC, 11.5x Exit Multiple 1 High case : 12.0% WACC, 14.5x Exit Multiple 1 Revenue Growth Sensitivity Adjusted EBITDA Margin Sensitivity Source: Note: 1 Tempest Management. Implied Value Per Share figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $13m - $15m. Exit Multiple represents the NTM Adj. EBITDA Multiple applied to CY2028E / Terminal Year Adj. EBITDA. High Range of DCF Low Range of DCF High Mid Low $8.44 9.26 $6.22 6.84 $4.52 4.98 10.13 7.50 5.48 11.07 12.06 8.20 8.95 6.00 6.55 MP Sensitivities Revenue Growth Adj. EBITDA Capacity High Mid Low Margin Utilization $8.37 $6.16 $4.45 MP – 3.0% 64.90% s MP – 5.0% 9.25 6.83 4.96 MP – 1.5% 66.40% ivit ie MP – 2.5% 10.13 7.50 5.48 MP 67.90% ens it MP 11.02 8.17 5.99 MP + 1.5% 69.40% MP S MP + 2.5% 11.90 8.85 6.50 MP + 3.0% 70.90% MP + 5.0% Implied Value Per Share Implied Value Per Share B V A L U A T I O N S U P P O R T 24
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Discounted Cash Flow Analysis – Sensitivity Analysis (cont’d) ($ per share) P R O J E C T T E M P E S T Revenue Growth Capacity Adj. EBITDA ∆ vs. Management Plan Exit Multiple: 5.0% 2.5% MP (2.5%) (5.0%) Margin Utilization 14.5x 1 $9.99 $9.15 $8.37 $7.63 $6.94 (3.0%) 64.90% High Case 11.02 10.11 9.25 8.45 7.69 (1.5%) 66.40% 12.06 11.07 10.13 9.26 8.44 MP 67.90% WACC: 13.09 12.02 11.02 10.07 9.18 1.5% 69.40% 12.0% 14.13 12.98 11.90 10.88 9.93 3.0% 70.90% Revenue Growth Capacity Adj. EBITDA ∆ vs. Management Plan Exit Multiple: 5.0% 2.5% MP (2.5%) (5.0%) Margin Utilization 11.5x 1 $7.37 $6.75 $6.16 $5.60 $5.08 (3.0%) 64.90% Mid Case 8.16 7.47 6.83 6.22 5.65 (1.5%) 66.40% 8.95 8.20 7.50 6.84 6.22 MP 67.90% WACC: 9.73 8.93 8.17 7.46 6.79 1.5% 69.40% 14.0% 10.52 9.66 8.85 8.08 7.36 3.0% 70.90% Revenue Growth Capacity Adj. EBITDA ∆ vs. Management Plan Exit Multiple: 5.0% 2.5% MP (2.5%) (5.0%) Margin Utilization 9.0x 1 $5.36 $4.89 $4.45 $4.03 $3.64 (3.0%) 64.90% Low Case 5.96 5.45 4.96 4.51 4.08 (1.5%) 66.40% 6.55 6.00 5.48 4.98 4.52 MP 67.90% WACC: 7.15 6.55 5.99 5.45 4.95 1.5% 69.40% 16.0% 7.75 7.10 6.50 5.92 5.39 3.0% 70.90% Implied Value Per Share Source: Note: Tempest Management. Implied Value Per Share figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $13m - $15m. Analysis shows the implied value per share for Tempest in the following scenarios: MP Sensitivities assuming MP is sensitized for each year over CY2025 - 2028E as follows: Revenue growth is sensitized in increments of 2.5% and Capacity Utilization is sensitized in increments of 1.5%, which represents a ~1.5% change in Adjusted EBITDA margin. Exit Multiple represents the NTM Adj. EBITDA Multiple applied to CY2028E / Terminal Year Adj. EBITDA. 1. High Range of DCF Low Range of DCF B V A L U A T I O N S U P P O R T 25
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest NOLs Discounted Cash Flow Analysis – Tempest Management Plan ($ in millions) P R O J E C T T E M P E S T Source: 1 Tempest Management. Discounted at a Cost of Equity of 14.0%, representing the midpoint of the WACC analysis Cost of Equity. B V A L U A T I O N S U P P O R T Tempest Management Plan Q2 2024E Q3 2024E Q4 2024E CY2025E CY2026E CY2027E CY2028E CY2029E+ Depletion Schedule Actuals Q1 2024A Gross Tax Effected NOL Balance Corporate Entity Tax Rate Depletion By NOL Balance U.S. NOLs $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.2 0.2 0.2 0.3 0.1 0.1 0.1 0.5 0.5 0.5 0.5 1.1 TWUSA 4.4% 31 - Dec - 39 $0.4 $0.0 TWUSA 6.0% 31 - Dec - 29 0.4 0.0 TWUSA 9.8% 31 - Dec - 34 0.0 0.0 TWUSA 7.9% 31 - Dec - 39 0.2 0.0 TRACQ 21.0% 31 - Dec - 30 5.0 1.0 TRHLD 21.0% 31 - Dec - 30 17.6 3.7 $0.2 $0.2 $0.2 $0.7 $0.7 $0.7 $0.7 $1.4 Total US $23.6 $4.8 Non - U.S. NOLs $0.1 $0.1 $0.1 $0.3 $0.3 - - - 0.2 0.2 0.2 0.6 0.6 0.6 0.6 6.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.1 0.1 0.1 0.5 0.5 0.5 0.5 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.4 0.1 0.1 0.1 0.4 0.4 0.4 0.4 - 0.0 0.0 0.0 0.1 0.1 - - - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.0 0.0 0.0 0.1 0.1 0.1 0.1 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - TWAUI 30.0% 31 - Dec - 26 $2.7 $0.8 TWBRA 34.0% 31 - Dec - 38 27.8 9.4 TWBRZ 34.0% 31 - Dec - 38 1.4 0.5 TWCAD 26.5% 31 - Dec - 28 8.8 2.3 TWFIN 20.0% 31 - Dec - 31 4.6 0.9 TWDEU 17.5% 31 - Dec - 28 11.9 2.1 TWDEU 15.8% 31 - Dec - 26 1.1 0.2 TWHKG 16.5% 31 - Dec - 34 1.9 0.3 TWITA 27.9% 31 - Dec - 28 1.1 0.3 TWNET 25.8% 31 - Dec - 34 5.9 1.5 TWNZL 28.0% 31 - Dec - 28 0.1 0.0 TWSWI 19.7% 31 - Dec - 28 0.1 0.0 UKHLD 25.0% 31 - Dec - 28 2.7 0.7 TWVNM 20.0% 31 - Dec - 28 0.9 0.2 $0.6 $0.6 $0.6 $2.5 $2.5 $2.1 $2.1 $8.1 Total Non - US $70.7 $19.2 $0.8 $0.8 $0.8 $3.2 $3.2 $2.8 $2.8 $9.5 Total $94.3 $24.0 Discount factor 1 Discounted Cash Flow Benefit 1.0 0.8 1.0 0.8 0.9 0.7 0.8 2.7 0.7 2.4 0.7 1.9 0.6 1.6 3.2 PV of NOLs as of March 31, 2024 1 $14.1 WACC Implied Cost of Equity Implied PV of NOLs $13.3 16.0% 16.0% 13.7 15.0% 15.0% 14.1 14.0% 14.0% 14.5 13.0% 13.0% 15.0 12.0% 12.0% 26
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest WACC Analysis ($ in billions) P R O J E C T T E M P E S T Source: Kroll, company filings, Wall Street research and FactSet as of 4/25/2024. Note: Bloomberg Global Raw Beta and Barra Predicted World Beta are both shown as of 3/31/2024. 1 Based on Tempest’s current price of $2.33 (as of 4/25/2024). 2 Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Net Debt/Equity)]. 3 Represents 10 - Year Government Bond Yields weighted by Country revenue exposure. 4 Historical long - term equity risk premium (7.17%): large company stock total returns minus long - term government bond income returns. (Source: Kroll December 2023). 5 Low end of range: Kroll recommended equity risk premium (5.50%) as of February 2024; high end of range: historical long - term equity risk premium (7.17%) as of December 2023. (Source: Kroll). 6 Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). 7 Weighted Average Cost of Capital = (Post - Tax Cost of Debt)(Net Debt/Cap) + (Cost of Equity)(Equity/Cap). Pre - Tax Cost of Debt 8.0% Post - Tax Cost of Debt 5.7% WACC 7 14.8% Barra Predicted Beta Bloomberg Historical Beta Capital Structure Unlevered Levered Unlevered Levered Net Debt/ Net Debt/ Market Beta Beta 2 Beta Beta 2 Equity Cap. Value Company 1.61 1.43 1.14 1.01 (15%) (17%) $14.2 EPAM Systems 1.52 1.52 0.97 0.97 0% 0% 8.0 Globant 2.19 1.94 1.47 1.30 (14%) (16%) 1.7 Endava 1.05 1.04 1.09 1.09 (1%) (1%) 199.2 Accenture 1.15 1.20 0.81 0.84 6% 5% 38.3 Capgemini 0.97 0.93 1.01 0.97 (5%) (6%) 33.6 Cognizant Tech 1.08 1.08 0.98 0.97 (12%) (13%) Peer 25th Percentile 1.34 1.32 1.05 0.99 (3%) (3%) Peer Median 1.59 1.50 1.13 1.07 0% 0% Peer 75th Percentile 1.61 1.52 1.14 1.01 (14%) (16%) Digital IT Services Median 1.05 1.04 1.01 0.97 (1%) (1%) Diversified IT Services Median 1.44 1.73 1.00 1.20 28% 1 22% 1 $0.8 1 Tempest d WACC Implie Implied Cost of Equity ty Range Sensitivi WACC High Low High Low High Low Assumptions 16.0% 11.7% 16.0% 11.7% 1.60 1.00 1.44 Unlevered Beta 14.5% 15.1% 16.1% 13.8% 15.0% (15.0%) 0.0% Target Net Debt/Capitalization 0.0% Target Net Debt/Equity 1.0 Levering Factor 1.44 Levered Beta 2 28.6% Tax Rate 14.8% 12.4% 14.8% 12.4% 7.17% 5 5.50% 5 4.49% 7.17% Risk - Free Rate of Return 3 Equity Risk Premium 4 14.8% Cost of Equity 6 B V A L U A T I O N S U P P O R T 27
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Country - Weighted Risk - Free Rate Analysis P R O J E C T T E M P E S T Source: Tempest Management Plan, Trading Economics and FactSet as of 4/25/2024. 1 Yields are for 10 - year local currency government bonds as of 4/25/2024. All yields retrieved from FactSet unless otherwise noted. 2 Chile’s 10 - year government bond yield is retrieved from Trading Economics and is as of 4/25/2024. 3 Ecuador does not have an active local currency bond market – analysis applied U.S. treasury yield as a proxy as Ecuador’s economy is fully dollarized. 4 Yield weighted by CY2024E revenue share. Yield (%) 1 CY2024E Revenue Share (%) Country 4.70% 32.6% US 2.63% 13.2% Germany 4.41% 12.0% Australia 7.20% 9.1% India 4.36% 8.2% UK 3.41% 6.8% Singapore 2.27% 5.9% China 3.86% 3.1% Canada 11.83% 2.7% Brazil 3.44% 1.7% Spain 6.16% 2 1.3% Chile 4.00% 1.2% Italy 2.75% 0.8% Thailand 4.70% 3 0.4% Ecuador 2.92% 0.4% Netherlands 3.07% 0.3% Finland 6.86% 0.2% Romania 4.05% 0.2% Hong Kong 4.92% 0.0% New Zealand 0.80% 0.0% Switzerland 4.49% Country - Weighted Risk - Free Rate 4 B V A L U A T I O N S U P P O R T 28
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Premia in Selected Precedent Minority Transactions 1 by Controlling Shareholder ($ in billions) P R O J E C T T E M P E S T Source: 1. Atlas Bid Proposal (as of 3 / 22 / 2024 ), Tempest Management and company filings . 3 . All cash, minority transactions with U . S . targets and over $ 100 m in equity consideration over the 4 . last 8 years with offers from only single acquiror . Excludes transactions in real - estate, energy, 5 . financial institutions and oil and gas industries . 6 . Based on issued and outstanding common stock, on a non - diluted basis . 2. Implied Equity Value calculated as final bid price multiplied by FDSO. Reflects unaffected date of first bid. Reflects 1 calendar month. Reflects unaffected date prior to bid announcement, transaction agreement or market rumors. Final Bid Premium to Initial Bid Premium to 1 - Month VWAP (Unaffected) 5,6 Unaffected Share Price 6 Closing Share Price Before Initial Bid 4 Initial to Final Bid Increase 1 - Month VWAP (at Initial Bid) 5 Closing Share Price Before Initial Bid 4 Implied Equity Value 3 % of Equity Owned 2 Acquiror Target Date 35% 47% 47% 15% 18% 29% $2.9 83% Light C Wonder SciPlay Aug - 23 18% 24% 60% 29% (4%) 24% 2.4 72% BDT Capital Weber Dec - 22 105% 143% 93% 17% 48% 66% 0.8 75% TPG Capital Convey Jun - 22 100% 96% 101% 30% 50% 55% 0.6 72% Sumitovant Biopharma Urovant Nov - 20 59% 59% 61% 13% 37% 42% 1.9 76% Ionis Pharmaceuticals Akcea Aug - 20 61% 50% 52% 23% 9% 24% 0.7 57% Dufry AG Hudson Aug - 20 42% 45% 45% 12% 28% 30% 3.7 72% KYOCERA Corp AVX Nov - 19 41% 29% 34% 3% 41% 30% 5.1 57% Roche Foundation Medicine Jun - 18 31% 58% 67% 2% 28% 63% 0.3 64% Investor Group Synutra Nov - 16 133% 101% 101% 43% 63% 41% 1.7 82% Icahn Federal - Mogul Sep - 16 13% 2% 2% Nil 13% 2% 1.8 90% Hallmark Crown Media Mar - 16 33% 37% 46% 7% 15% 26% $0.8 68% 25th Percentile 58% 60% 60% 17% 30% 37% $2.0 73% Mean 42% 50% 60% 15% 28% 30% $1.8 72% Median 80% 78% 80% 26% 44% 48% $2.6 79% 75th Percentile – – – – 34% 66% $1.4 61% Tempest B V A L U A T I O N S U P P O R T 29
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Financial Sponsor Acquirors All Acquirors Historical Premia Paid Analysis – All - Cash Transactions (Last 5 Years) P R O J E C T T E M P E S T Source: Note: FactSet as of 4/25/2024. Analysis includes all technology and IT services MCA majority transactions since Apr - 19 with public targets and deal values greater than $500 million. Premia represent purchase price premia relative to unaffected share prices. 57% 34% 25% 75th Percentile Median 25th Percentile 53% 34% 24% 75th Percentile Median 25th Percentile N = 83 N = 49 B V A L U A T I O N S U P P O R T 30
Exhibit (c)(viii)
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest M A Y 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions 3 Q4’23 (February 27, 2024) Tempest missed Q4’23 consensus Revenue by 6% and Q4’23 consensus Adjusted EBITDA by 55% Tempest Stock Price Update ($ per share) P R O J E C T T E M P E S T Source: Company filings and FactSet as of 5/7/2024. Tempest Share Price Performance Since June 2023 1.50 2.50 3.50 4.50 5.50 6.50 7.50 $8.50 1 2 % % Denotes share price reaction to earnings release (29%) (26%) +14% 3 1 Q2’23 (August 8, 2023) Tempest missed Q2’23 consensus Revenue by 5% and consensus Adjusted EBITDA by 36% , and revised CY’23 Revenue and Adjusted EBITDA guidance downwards by 10% and 41%, respectively 2 Q3’23 (November 7, 2023) Tempest beat Q3’23 consensus Revenue by 1% and consensus Adjusted EBITDA by 20% and narrowed the FY’23 Revenue guidance range, while revising FY’23 Adjusted EBITDA guidance downwards 3% Commentary 4 Q1’24 (May 7, 2024) Tempest beat Q1’24 consensus Revenue by 2% and missed Q1’24 consensus Adjusted EBITDA by 22% , and raised the FY’24 Revenue guidance range, while maintaining the FY’24 Adjusted EBITDA Margin guidance range. Finally, it was announced that CEO Xiao Guo will step down and be replaced by Mike Sutcliff 4 +20% 3
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Preliminary Valuation Summary ($ in billions except per share values unless otherwise stated) Source: Note: Company filings, Wall Street research and FactSet as of 5 / 7 / 2024 . 1 Implied share prices based on Tempest’s balance sheet and FDSO as of 3 / 31 / 2024 . Assumes 2 acquisition of Watchful assets/talent announced 4 / 17 / 2024 is valued in line with $ 2 . 525 m 3 purchase price (including $ 1 . 25 m contingent consideration ; no valuation premium or discount to purchase price) . As of 3/31/2024. Applied to Tempest current/unaffected price (5/7/2024). Represents controlling shareholder final bid premia to unaffected share price prior to offer announcement or market rumors for minority stakes in public companies. Input Implied Share Price ($) Implied EV Commentary Public Comparables EV / CY2024E Adjusted EBITDA $92m $0.9 – $1.4 Based on EV/CY2024E Adjusted EBITDA multiples of global peers Low: 10.0x (25 th percentile of global peers: 10.0x) High: 15.5x (75 th percentile of global peers: 15.3x) EV / CY2025E Adjusted EBITDA $155m $1.3 – $2.1 Based on EV/CY2025E Adjusted EBITDA multiples of global peers Low: 8.5x (25 th percentile of global peers: 8.5x) High: 13.5x (75 th percentile of global peers: 13.5x) Precedent Transactions EV / LTM Adjusted EBITDA $83m 1 $0.8 – $1.4 Based on EV/LTM Adjusted EBITDA multiples of precedent comparable IT services transactions Low: 9.5x (Sitel Group/Sykes: 9.4x) High: 17.0x (Capgemini/iGate: 17.0x) DCF Tempest Management Plan 5 - year Plan $2.3 – $4.1 Based on Tempest Management Plan WACC of 11.5% – 16.5%, Terminal Value multiple of 10.0x – 15.5x NTM Adjusted EBITDA For Reference Only EV / CY2024E Adj. EBITDA (Consensus) $83m $0.8 – $1.3 Based on EV/CY2024E Adjusted EBITDA multiples of global peers (10.0x to 15.5x as above) EV / CY2025E Adj. EBITDA (Consensus) $125m $1.1 – $1.7 Based on EV/CY2025E Adjusted EBITDA multiples of global peers (8.5x to 13.5x as above) 52 - Week Trading Range $2.25 to $8.24 $1.0 – $3.1 52 - Week High close of $8.24 on 5/31/23 52 - Week Low close of $2.25 on 5/3/24 Analyst Price Targets $3.00 to $6.00 $1.2 – $2.3 Wedbush Securities (4/12/24): Price target of $6.00 TD Cowen (5/7/24): Price target of $3.00 Minority Squeeze - Outs Premia 37% to 78% $1.7 – $2.1 Based on premia paid in selected precedent minority transactions by Controlling Sh t a h reholder Low: 37% (25 percentile); High: 78% (75 percentile) th 2,3 Tech and IT Services Premia 25% to 57% $1.5 – $1.9 Based on premia paid by Financial Sponsor acquirors in all - cash tech and IT servic th es majority transactions Low: 25% (25 percentile); High: 57% (75 percentile) th 2 $1.80 $2.48 $2.25 $3.00 $4.14 $3.12 $4.25 $8.24 $6.00 $5.38 $3.78 $4.74 $3.02 - Current (5/7/24) $4.00 – Atlas Offer (3/22/24) $2.06 $3.20 $1.69 $5.99 $3.50 $5.40 $3.49 $11.02 4
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Source: 1 Tempest Management Plan, company filings and FactSet as of 5/7/2024. Tempest 52 - Week High of $8.24 occurred on 5/31/2023. $8.00 $7.50 $7.00 $6.50 $6.00 $5.50 $5.00 $4.50 $4.00 $3.02 Price Per Share 349.5 349.1 348.7 348.2 347.6 346.9 346.2 345.4 344.5 341.9 FDSO $2.8 $2.6 $2.4 $2.3 $2.1 $1.9 $1.7 $1.6 $1.4 $1.0 Implied Equity Value $3.0 $2.8 $2.7 $2.5 $2.3 $2.1 $2.0 $1.8 $1.6 $1.3 Implied Enterprise Value 2.7x 2.5x 2.4x 2.2x 2.0x 1.9x 1.7x 1.6x 1.4x 1.1x $1,127m CY’23A Implied EV / Revenue 2.9x 2.7x 2.6x 2.4x 2.2x 2.1x 1.9x 1.7x 1.5x 1.2x $1,037m CY’24E 2.6x 2.5x 2.3x 2.2x 2.0x 1.8x 1.7x 1.5x 1.4x 1.1x $1,152m CY’25E 27.1x 25.5x 23.9x 22.3x 20.7x 19.1x 17.5x 15.9x 14.3x 11.2x $112m CY’23A Implied EV / Adjusted EBITDA 32.9x 30.9x 29.0x 27.1x 25.1x 23.2x 21.3x 19.4x 17.4x 13.7x $92m CY’24E 19.4x 18.3x 17.2x 16.0x 14.9x 13.7x 12.6x 11.4x 10.3x 8.1x $155m CY’25E 165% 148% 132% 115% 99% 82% 66% 49% 32% 0% % vs. Current as of 5/7/24 ($3.02) 234% 213% 193% 172% 151% 130% 109% 88% 67% 26% % vs. 1 - Month VWAP as of 5/7/24 ($2.39) 229% 208% 188% 167% 147% 126% 105% 85% 64% 24% % vs. 2 - Month VWAP as of 5/7/24 ($2.43) 178% 161% 144% 126% 109% 91% 74% 57% 39% 5% % vs. 3 - Month VWAP as of 5/7/24 ($2.87) (3%) (9%) (15%) (21%) (27%) (33%) (39%) (45%) (51%) (63%) % vs. 52 - Week High 1 as of 5/7/24 ($8.24) 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 Plus: Debt (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) Less: Cash Metric Analysis at Various Prices ($ in billions except per share values or as otherwise stated) Current Price 5/7 Atlas Offer 3 / 22 5
C O N F I D E N T I A L P R O J E C T T E M P E S T Appendix I
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Source: Wall Street research and FactSet as of 5/7/2024. Note: Tempest completed its IPO on September 15, 2021. 1 William Blair has stated “Market Perform” rating in recent research without naming a specific price target. 2 J.P. Morgan has withdrawn its price target in recent research. 3 Wolfe Research has not provided a price target to accompany recent “Peer Perform” rating. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $0 $5 $10 $15 $20 $25 $30 $35 $40 10/2021 12/2021 02/2022 04/2022 06/2022 08/2022 10/2022 12/2022 02/2023 04/2023 06/2023 08/2023 10/2023 12/2023 02/2024 04/2024 Buy Hold Sell Share Price Target Price Price Per Share Percentage of Broker Recommendations Target Price Rating Firm Date $6.00 Buy 04/12/2024 5.00 Hold 05/07/2024 4.00 Hold 02/27/2024 3.40 Hold 02/27/2024 3.00 Hold 05/07/2024 – 1 Hold 05/07/2024 – 2 Buy 02/28/2024 – 3 Hold 02/27/2024 $6.00 High $3.00 Low $4.28 Mean $4.00 Median $3.02 Current Share Price 32.5% % Median Above (Below) Current As of 5/7/24 Broker Target Prices and Recommendations ($ per share) Summary of Broker Target Prices and Recommendations Broker Recommendations Monthly Evolution Since IPO I A P P E N D I X 7
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Companies Analysis ($ in billions) Enterprise Value / P R O J E C T T E M P E S T Source: Company filings, Wall Street research and FactSet as of 5/7/2024. Note: Years refer to calendar years. 1 All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 2 Organic revenue growth figures are shown where available. '24 – '25 '23 – '24 '22 – '23 25E 24E 23A/E 25E 24E 23A/E 25E 24E 23A/E 25E 24E 23A/E Value Value High Low Company Digital IT Services 10% 3% (3%) 18% 17% 18% 32% 31% 31% 13.8x 15.9x 15.4x 2.44x 2.67x 2.74x $12.9 $14.9 (21%) 23% EPAM Systems 19% 16% 11% 21% 20% 21% 38% 38% 38% 14.2 17.4 20.1 2.98 3.56 4.14 8.7 8.7 (22%) 41% Globant 17% (1%) 5% 22% 19% 19% 36% 32% 33% 7.0 9.8 9.3 1.55 1.86 1.79 1.7 2.0 (58%) 15% Endava 14% 1% 1% 19% 18% 19% 34% 31% 32% 10.4x 12.9x 12.3x 1.99x 2.27x 2.27x 25th Percentile 16% 6% 4% 20% 19% 19% 36% 34% 34% 11.7 14.4 14.9 2.32 2.70 2.89 Mean 17% 3% 5% 21% 19% 19% 36% 32% 33% 13.8 15.9 15.4 2.44 2.67 2.74 Median 18% 9% 8% 22% 20% 20% 37% 35% 36% 14.0 16.7 17.8 2.71 3.12 3.44 75th Percentile Diversified IT Services 7% 3% 3% 22% 22% 22% 33% 33% 33% 12.5x 13.4x 14.0x 2.79x 2.98x 3.07x $198.3 $200.3 (20%) 18% Accenture 7% 1% 4% 16% 16% 16% 27% 27% 27% 9.6 10.5 10.8 1.58 1.69 1.71 41.5 39.3 (10%) 35% Capgemini 3% (1%) (1%) 20% 19% 19% 35% 34% 35% 8.1 8.7 8.9 1.61 1.67 1.67 32.3 34.0 (15%) 10% Cognizant Tech 5% 0% 1% 18% 18% 17% 30% 30% 30% 8.9x 9.6x 9.9x 1.60x 1.68x 1.69x 25th Percentile 6% 1% 2% 20% 19% 19% 31% 31% 31% 10.1 10.9 11.2 1.99 2.11 2.15 Mean 7% 1% 3% 20% 19% 19% 33% 33% 33% 9.6 10.5 10.8 1.61 1.69 1.71 Median 7% 2% 4% 21% 21% 20% 34% 34% 34% 11.1 11.9 12.4 2.20 2.33 2.39 75th Percentile 7% (0%) (0%) 18% 17% 18% 32% 31% 31% 8.5x 10.0x 9.6x 1.59x 1.73x 1.73x Global 25th Perc. 11% 4% 3% 20% 19% 19% 34% 32% 33% 10.9 12.6 13.1 2.16 2.40 2.52 Global Mean 8% 2% 4% 21% 19% 19% 34% 32% 33% 11.1 11.9 12.4 2.02 2.27 2.27 Global Median 16% 3% 5% 22% 20% 20% 36% 34% 34% 13.5 15.3 15.1 2.70 2.90 2.99 Global 75th Perc. % Ch. 52 Wk. Equity Enterprise Revenue Adj. EBITDA 1 Gross Margin Adj. EBITDA Margin 1 Revenue Growth 2 I A P P E N D I X 8
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Precedent Transactions ($ in millions unless otherwise stated) P R O J E C T T E M P E S T Source: Note: 1 Company filings and Wall Street research. All EBITDA figures calculated on a pre - SBC basis where available. DXC (State & Local HHS Business) and Aricent EBITDA multiples are shown as disclosed by the respective companies and may be burdened for SBC due to lack of available information. EV / LTM Adj. EBITDA Enterprise Value Target Acquiror Announcement Date 9.4x $2,160 Sykes Sitel Group Jun - 21 16.4 $1,993 Virtusa Baring Private Equity Sep - 20 12.5 1 $5,000 DXC ( HHS Business ) Veritas Capital Mar - 20 11.2 €5,078 Altran Capgemini Jun - 19 15.3 $1,989 Luxoft DXC Jan - 19 13.3 $3,586 Syntel Atos Jul - 18 10.6 1 $2,000 Aricent Altran Nov - 17 17.0 $4,603 iGate Capgemini Apr - 15 16.1 $3,402 Sapient Publicis Nov - 14 11.2x 25th Percentile 13.5x Mean 13.3x Median 16.1x 75th Percentile I A P P E N D I X 9
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Discounted Cash Flow Analysis – Tempest Management Plan ($ in millions except per share values) P R O J E C T T E M P E S T Source: Note: Tempest Management, company filings, Wall Street research and FactSet as of 5/7/2024. DCF assumes mid - year convention and valuation date as of 3/31/2024. Adj. EBITDA burdened for restructuring charges. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $13m - $15m. Assumes acquisition of Watchful assets/talent announced 4/17/2024 is valued in line with $2.525m purchase price (including $1.25m contingent consideration; no valuation premium or discount to purchase price). D&A and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs, NOL utilization and Watchful acquisition. 1 2 3 Actuals Tempest Management Plan CY2023A Q1 CY'24A Q2 CY'24E Q3 CY'24E Q4 CY'24E CY2025E CY2026E CY2027E CY'28E / TV $380 $307 $235 $155 $31 $32 $18 $5 $93 Adjusted EBITDA 19% (43) (70) 18% (36) (59) 17% (30) (49) 13% (25) (46) 12% (5) (13) 12% (5) (11) 7% (5) (11) 2% (3) (11) 8% (22) (65) % Margin Depreciation & Amortization 1 Stock - Based Compensation $267 $213 $157 $84 $13 $16 $2 ($9) $6 Adjusted EBIT 1 13% 13% 11% 7% 5% 6% 1% (4%) 1% % Margin (76) (67) (56) (50) (27) (18) 1 (0) Taxes 29% 31% 36% 59% 203% 111% (63%) (0%) % Effective Tax Rate $190 $146 $100 $35 ($14) ($2) $3 ($9) NOPAT 9% 9% 7% 3% (5%) (1%) 1% (4%) % Margin 43 36 30 25 5 5 5 Plus: Depreciation & Amortization 5 4 3 3 1 1 1 Plus: Bad Debt Expense 2 (41) (35) (30) (17) 5 7 16 Less: Increase in NWC (48) (40) (34) (28) (5) (5) (5) Less: Capital Expenditures $149 $111 $70 $17 ($8) $6 $20 Unlevered Free Cash Flow Enterprise Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2028E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q2 '24E – '27E WACC 15.5x 14.0x 12.5x 11.5x 10.0x $3,481 $3,160 $2,839 $2,625 $2,304 3,594 3,262 2,930 2,709 2,378 3,771 3,423 3,075 2,842 2,494 3,960 3,594 3,228 2,984 2,618 4,093 3,714 3,336 3,084 2,705 15.5x 14.0x 12.5x 11.5x 10.0x $9.30 $8.40 $7.49 $6.89 $5.99 9.62 8.68 7.75 7.13 6.19 10.12 9.14 8.15 7.50 6.52 10.65 9.62 8.59 7.90 6.87 11.02 9.96 8.89 8.18 7.11 16.5% 15.5% 14.0% 12.5% 11.5% $148 151 156 161 164 Equity Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied PGR 3 at CY2028E (NTM) Adjusted EBITDA Multiple of WACC 15.5x 14.0x 12.5x 11.5x 10.0x $3,257 $2,936 $2,615 $2,401 $2,080 3,369 3,038 2,706 2,485 2,154 3,547 3,199 2,851 2,618 2,270 3,736 3,370 3,004 2,760 2,394 3,869 3,490 3,112 2,860 2,481 15.5x 14.0x 12.5x 11.5x 10.0x 13.8% 13.5% 13.1% 12.8% 12.3% 12.8% 12.5% 12.1% 11.8% 11.3% 11.3% 11.0% 10.6% 10.4% 9.8% 9.8% 9.5% 9.2% 8.9% 8.3% 8.8% 8.5% 8.2% 7.9% 7.4% 16.5% 15.5% 14.0% 12.5% 11.5% I A P P E N D I X 10
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest NOLs Discounted Cash Flow Analysis – Tempest Management Plan ($ in millions) P R O J E C T T E M P E S T Source: 1 Tempest Management. Discounted at a Cost of Equity of 14.0%, representing the midpoint of the WACC analysis Cost of Equity. I A P P E N D I X Tempest Management Plan Q2 2024E Q3 2024E Q4 2024E CY2025E CY2026E CY2027E CY2028E CY2029E+ Depletion Schedule Actuals Q1 2024A Gross Tax Effected NOL Balance Corporate Entity Tax Rate Depletion By NOL Balance U.S. NOLs $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.2 0.2 0.2 0.3 0.1 0.1 0.1 0.5 0.5 0.5 0.5 1.1 TWUSA 4.4% 31 - Dec - 39 $0.4 $0.0 TWUSA 6.0% 31 - Dec - 29 0.4 0.0 TWUSA 9.8% 31 - Dec - 34 0.0 0.0 TWUSA 7.9% 31 - Dec - 39 0.2 0.0 TRACQ 21.0% 31 - Dec - 30 5.0 1.0 TRHLD 21.0% 31 - Dec - 30 17.6 3.7 $0.2 $0.2 $0.2 $0.7 $0.7 $0.7 $0.7 $1.4 Total US $23.6 $4.8 Non - U.S. NOLs $0.1 $0.1 $0.1 $0.3 $0.3 - - - 0.2 0.2 0.2 0.6 0.6 0.6 0.6 6.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.1 0.1 0.1 0.5 0.5 0.5 0.5 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.4 0.1 0.1 0.1 0.4 0.4 0.4 0.4 - 0.0 0.0 0.0 0.1 0.1 - - - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.0 0.0 0.0 0.1 0.1 0.1 0.1 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - TWAUI 30.0% 31 - Dec - 26 $2.7 $0.8 TWBRA 34.0% 31 - Dec - 38 27.8 9.4 TWBRZ 34.0% 31 - Dec - 38 1.4 0.5 TWCAD 26.5% 31 - Dec - 28 8.8 2.3 TWFIN 20.0% 31 - Dec - 31 4.6 0.9 TWDEU 17.5% 31 - Dec - 28 11.9 2.1 TWDEU 15.8% 31 - Dec - 26 1.1 0.2 TWHKG 16.5% 31 - Dec - 34 1.9 0.3 TWITA 27.9% 31 - Dec - 28 1.1 0.3 TWNET 25.8% 31 - Dec - 34 5.9 1.5 TWNZL 28.0% 31 - Dec - 28 0.1 0.0 TWSWI 19.7% 31 - Dec - 28 0.1 0.0 UKHLD 25.0% 31 - Dec - 28 2.7 0.7 TWVNM 20.0% 31 - Dec - 28 0.9 0.2 $0.6 $0.6 $0.6 $2.5 $2.5 $2.1 $2.1 $8.1 Total Non - US $70.7 $19.2 $0.8 $0.8 $0.8 $3.2 $3.2 $2.8 $2.8 $9.5 Total $94.3 $24.0 Discount factor 1 Discounted Cash Flow Benefit 1.0 0.8 1.0 0.8 0.9 0.7 0.8 2.7 0.7 2.4 0.7 1.9 0.6 1.6 3.2 PV of NOLs as of March 31, 2024 1 $14.1 WACC Implied Cost of Equity Implied PV of NOLs $13.1 16.5% 16.5% 13.5 15.5% 15.5% 14.1 14.0% 14.0% 14.8 12.5% 12.5% 15.2 11.5% 11.5% 11
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest WACC Analysis ($ in billions) P R O J E C T T E M P E S T Source: Kroll, company filings, Wall Street research and FactSet as of 5/7/2024. Note: Bloomberg Global Raw Beta and Barra Predicted World Beta are both shown as of 4/30/2024. 1 Based on Tempest’s current price of $3.02 (as of 5/7/2024). 2 Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Net Debt/Equity)]. 3 Represents 10 - Year Government Bond Yields weighted by Country revenue exposure. 4 Historical long - term equity risk premium (7.17%): large company stock total returns minus long - term government bond income returns. (Source: Kroll December 2023). 5 Low end of range: Kroll recommended equity risk premium (5.50%) as of February 2024; high end of range: historical long - term equity risk premium (7.17%) as of December 2023. (Source: Kroll). 6 Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). 7 Weighted Average Cost of Capital = (Post - Tax Cost of Debt)(Net Debt/Cap) + (Cost of Equity)(Equity/Cap). Barra Predicted Beta Bloomberg Historical Beta Capital Structure Unlevered Levered Unlevered Levered Net Debt/ Net Debt/ Market Beta Beta 2 Beta Beta 2 Equity Cap. Value Company 1.67 1.49 1.19 1.06 (14%) (16%) $14.9 EPAM Systems 1.52 1.52 0.84 0.84 0% 0% 8.7 Globant 2.20 1.97 1.44 1.29 (12%) (14%) 2.0 Endava 1.08 1.07 1.10 1.09 (1%) (1%) 200.3 Accenture 1.16 1.21 0.85 0.89 6% 5% 39.3 Capgemini 0.99 0.96 1.00 0.96 (5%) (5%) 34.0 Cognizant Tech 1.10 1.11 0.89 0.91 (10%) (12%) Peer 25th Percentile 1.34 1.35 1.05 1.01 (3%) (3%) Peer Median 1.63 1.51 1.17 1.08 0% 0% Peer 75th Percentile 1.67 1.52 1.19 1.06 (12%) (14%) Digital IT Services Median 1.08 1.07 1.00 0.96 (1%) (1%) Diversified IT Services Median 1.49 1.72 1.06 1.22 21% 1 18% 1 $1.0 1 Tempest d WACC Implie Implied Cost of Equity ty Range Sensitivi WACC High Low High Low High Low Assumptions 16.5% 11.5% 16.5% 11.5% 1.70 1.00 1.49 Unlevered Beta 14.7% 15.2% 16.3% 14.0% 15.0% (15.0%) 0.0% Target Net Debt/Capitalization 0.0% Target Net Debt/Equity 1.0 Levering Factor 1.49 Levered Beta 2 28.6% Tax Rate 15.0% 12.5% 15.0% 12.5% 7.17% 5 5.50% 5 4.31% 7.17% Risk - Free Rate of Return 3 Equity Risk Premium 4 15.0% Cost of Equity 6 8.0% Pre - Tax Cost of Debt 5.7% Post - Tax Cost of Debt 15.0% WACC 7 I A P P E N D I X 12
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Country - Weighted Risk - Free Rate Analysis P R O J E C T T E M P E S T Source: Tempest Management Plan, Trading Economics and FactSet as of 5/7/2024. 1 Yields are for 10 - year local currency government bonds as of 5/7/2024. All yields retrieved from FactSet unless otherwise noted. 2 Chile’s 10 - year government bond yield is retrieved from Trading Economics and is as of 5/7/2024. 3 Ecuador does not have an active local currency bond market – analysis applied U.S. treasury yield as a proxy as Ecuador’s economy is fully dollarized. 4 Yield weighted by CY2024E revenue share. Yield (%) 1 CY2024E Revenue Share (%) Country 4.46% 32.6% US 2.43% 13.2% Germany 4.31% 12.0% Australia 7.12% 9.1% India 4.13% 8.2% UK 3.26% 6.8% Singapore 2.30% 5.9% China 3.57% 3.1% Canada 11.63% 2.7% Brazil 3.22% 1.7% Spain 5.95% 2 1.3% Chile 3.74% 1.2% Italy 2.75% 0.8% Thailand 4.46% 3 0.4% Ecuador 2.73% 0.4% Netherlands 2.91% 0.3% Finland 6.71% 0.2% Romania 3.89% 0.2% Hong Kong 4.72% 0.0% New Zealand 0.68% 0.0% Switzerland 4.31% Country - Weighted Risk - Free Rate 4 I A P P E N D I X 13
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Premia in Selected Precedent Minority Transactions 1 by Controlling Shareholder ($ in billions) P R O J E C T T E M P E S T Source: 1. Atlas Bid Proposal (as of 3 / 22 / 2024 ), Tempest Management and company filings . 3 . All cash, minority transactions with U . S . targets and over $ 100 m in equity consideration over the 4 . last 8 years with offers from only single acquiror . Excludes transactions in real - estate, energy, 5 . financial institutions and oil and gas industries . 6 . Based on issued and outstanding common stock, on a non - diluted basis . 2. Implied Equity Value calculated as final bid price multiplied by FDSO. Reflects unaffected date of first bid. Reflects 1 calendar month. Reflects unaffected date prior to bid announcement, transaction agreement or market rumors. Final Bid Premium to Initial Bid Premium to 1 - Month VWAP (Unaffected) 5,6 Unaffected Share Price 6 Closing Share Price Before Initial Bid 4 Initial to Final Bid Increase 1 - Month VWAP (at Initial Bid) 5 Closing Share Price Before Initial Bid 4 Implied Equity Value 3 % of Equity Owned 2 Acquiror Target Date 35% 47% 47% 15% 18% 29% $2.9 83% Light & Wonder SciPlay Aug - 23 18% 24% 60% 29% (4%) 24% 2.4 72% BDT Capital Weber Dec - 22 105% 143% 93% 17% 48% 66% 0.8 75% TPG Capital Convey Jun - 22 100% 96% 101% 30% 50% 55% 0.6 72% Sumitovant Biopharma Urovant Nov - 20 59% 59% 61% 13% 37% 42% 1.9 76% Ionis Pharmaceuticals Akcea Aug - 20 61% 50% 52% 23% 9% 24% 0.7 57% Dufry AG Hudson Aug - 20 42% 45% 45% 12% 28% 30% 3.7 72% KYOCERA Corp AVX Nov - 19 41% 29% 34% 3% 41% 30% 5.1 57% Roche Foundation Medicine Jun - 18 31% 58% 67% 2% 28% 63% 0.3 64% Investor Group Synutra Nov - 16 133% 101% 101% 43% 63% 41% 1.7 82% Icahn Federal - Mogul Sep - 16 13% 2% 2% Nil 13% 2% 1.8 90% Hallmark Crown Media Mar - 16 33% 37% 46% 7% 15% 26% $0.8 68% 25th Percentile 58% 60% 60% 17% 30% 37% $2.0 73% Mean 42% 50% 60% 15% 28% 30% $1.8 72% Median 80% 78% 80% 26% 44% 48% $2.6 79% 75th Percentile – – – – 34% 66% $1.4 61% Tempest I A P P E N D I X 14
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Financial Sponsor Acquirors All Acquirors Historical Premia Paid Analysis – All - Cash Transactions (Last 5 Years) P R O J E C T T E M P E S T Source: Note: FactSet as of 5/7/2024. Analysis includes all technology and IT services M&A majority transactions since May - 19 with public targets and deal values greater than $500 million. Premia represent purchase price premia relative to unaffected share prices. 57% 34% 25% 75th Percentile Median 25th Percentile 53% 34% 24% 75th Percentile Median 25th Percentile N = 83 N = 49 I A P P E N D I X 15
Exhibit (c)(ix)
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Con f id e n tia l and Su b jec t t o F u r t h e r Re v ision s D I S C U S S I O N M A T E R I A L S Proje c t Temp est M A Y 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclai m er P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T EPAM 5/9 Earnings Release and Market Impact ($ in millions except per share values unless otherwise stated) EPAM Systems lowered its FY2024 Revenue guidance, citing macroeconomic and geopolitical headwinds; shares fell 27% on the news EPAM Systems – Ǫ1’24 Earnings Select Management Commentary So u r c e : 1 Co m pa n y f ili ng s a n d F a c t S e t a s of 5 / 9 /2024. Previous guidance called for 1 - 4% Revenue growth in 2024 (2.5% midpoint) with negligible contribution from currency effects and a “minimal” contribution from acquisitions. Revised guidance calls for a 1.4% decline, or 2.0% on an organic, constant currency basis. Calculated as 5/9/2024 closing share price vs. 5/8/2024 closing share price. Calculated as 5/9/2024 implied EV / CY2024E EBITDA multiple vs. 5/8/2024 implied EV / CY2024E EBITDA multiple. 2 3 Revised FY’24 guidance down due to continued global volatility that led to “client demand not improving to the degree originally expected” as EPAM enters Ǫ2 Macro and geopolitical factors affecting both overall markets and IT services / digital transformation markets now expected to continue through 2024 Previously anticipated Revenue acceleration in second half of the year not expected to materialize Revenue growth slowdown is requiring a rebalance of delivery platform towards lower cost locations Lower utilization and ongoing pricing pressure will continue to negatively impact Gross Margin EPAM Systems – Ǫ 1 ’ 24 Earnings Results and Guidance vs . Consensus Comparison EPAM reported Ǫ 1 Results, approximately in line with expectations for Revenue ( $ 1 , 165 m reported vs . $ 1 , 161 m analyst consensus) and beating expectations for Non - GAAP EBIT ( $ 174 m vs . $ 163 m consensus) and Non - GAAP EBIT margins ( 15 % vs . 14 % consensus) Full year 2024 guidance was slightly lifted for Non - GAAP EBIT margins (new range of 15 . 0 - 15 . 5 % , up from 14 . 5 - 15 . 5 % ) but the downgrade to Revenue drove the market reaction New full year Revenue growth guidance (at the midpoint) calls for a 2.0% decline vs. previous guidance of 2.5% growth 1 Midpoint of 2024 Revenue guidance is now $4,625m, 3.8% below analyst consensus of $4,807m prior to the earnings announcement 1 - Day Rea c t io n s : Thu 5/ 9 v s . W e d 5/ 8 E V / ’24 E EB ITDA ( x C h ang e) 3 Sh ar e Pri c e ( % C h ang e) 2 (4.7x) (27%) EPAM Systems (1.6x) (9%) Globant (0.6x) (5%) Endava (0.2x) (2%) Accenture (0.1x) (1%) Capgemini (0.1x) (1%) C ogniz a nt Tech (0.4x) (3%) Tempest 3
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions 3 Ǫ 4’2 3 (F e b ruar y 27, 202 4) Tempest missed Ǫ4’23 consensus Revenue by 6% and Ǫ4’23 c on se ns u s A dj u st e d EBITD A by 55% Temp e st S t ock Price Update ($ p er s h a r e) P R O J E C T T E M P E S T Source: Co m pa n y f ili ng s a n d F a c t S e t a s of 5 / 9 /2024. Tempest Share Price Performance Since June 2023 1 . 50 2 . 50 3 . 50 4 . 50 5 . 50 6 . 50 7 . 50 $8.50 1 2 % % D e n o t e s s har e p ric e re ac t io n t o e arni n g s re l e as e (29%) (26%) +14% 3 1 Ǫ 2’2 3 (A u g u s t 8, 202 3) Tempest missed Ǫ2’23 consensus Revenue by 5% and c o n s e n s u s Adjus t e d E B ITDA b y 36% , a n d revi s e d C Y ’23 Rev e n u e a n d Adjus t e d E B ITDA g u id a n c e d ownwar d s b y 10 % a n d 41%, respectively 2 Ǫ 3’2 3 (No v e m b e r 7, 202 3) Tempest beat Ǫ3’23 consensus Revenue by 1% and consensus Adjus t e d E B ITDA b y 20 % a n d n a r r o w e d t h e FY’2 3 Rev e n u e guidance range, while revising FY’23 Adjusted EBITDA guidance d ownwar d s 3% Commentary 4 Ǫ 1’2 4 (M a y 7, 202 4) Tempest beat Ǫ1’24 consensus Revenue by 2% and missed Ǫ 1’2 4 c o n s e n s u s Adjus t e d E B ITDA b y 22% , a n d ra is e d t h e FY’24 Revenue guidance range, while maintaining the FY’24 Adjusted EBITDA Margin guidance range. Finally, it was announced that CEO Xiao Guo will step down and be replaced by Mike Sutcliff 4 +20% 4
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Preli m inary Valua tio n Su m mary ($ in billions except per share values unless otherwise stated) So u r c e : Note: Co m pa n y f ili ngs , W a l l St r ee t r e s e a r c h a n d F a c t S e t a s of 5 / 9 / 2024 . 1 Implied share prices based on Tempest’s balance sheet and FDSO as of 3 / 31 / 2024 . Assumes 2 acquisition of Watchful assets/talent announced 4 / 17 / 2024 is valued in line with $ 2 . 525 m 3 purchase price (including $ 1 . 25 m contingent consideration ; no valuation premium or discount t o p u r c h a s e p r i c e ) . A s of 3 / 31 / 2024. Applied to Tempest current/unaffected price (5/9/2024). Represents controlling shareholder final bid premia to unaffected share price prior to offer announcement or market rumors for minority stakes in public companies. I n put I mpl i e d S har e P ric e ($) I mpl i e d E V Co mm e n t ary Public C o m para bl e s E V / CY 2024E Ad ju s t e d EBITDA $92m $0. 9 – $1. 1 Based on EV/CY2024E Adjusted EBITDA multiples of global peers Low: 9.5x (25 th percentile of global peers: 9.7x) High: 12.5x (75 th percentile of global peers: 12.7x) E V / CY 2025E Ad ju s t e d EBITDA $155m $1. 3 – $1. 8 Based on EV/CY2025E Adjusted EBITDA multiples of global peers Low: 8.5x (25 th percentile of global peers: 8.4x) High: 11.5x (75 th percentile of global peers: 11.6x) Precedent Tran s ac t io n s E V / L TM Ad ju s t e d EBITDA $83m 1 $0. 8 – $1. 4 Based on EV/LTM Adjusted EBITDA multiples of precedent comparable IT services transactions L o w: 9 . 5 x ( Site l Gr o up/ S y k e s : 9 . 4x) Hi gh : 17. 0 x (Ca p g e mini / iGat e : 17. 0x) D CF Tempest M anag e me n t Plan 5 - y e ar Plan $2. 2 – $3. 3 B as e d o n T e mpe s t M anag e me nt P l an WACC of 11.5% – 16.5%, Terminal Value multiple of 9.5x – 12.5 x NTM Ad ju s t e d E B I T D A For R e f e ren c e Only E V / CY 2024E Ad j. E B I T D A (Consensus) $84m $0. 8 – $1. 1 Based on EV/CY2024E Adjusted EBITDA multiples of global peers (9 .5 x t o 12. 5 x as ab o v e ) E V / CY 2025E Adj. EB I T D A (Consensus) $125m $1 . 1 – $1 . 4 Based on EV/CY2025E Adjusted EBITDA multiples of global peers (8 .5 x t o 11. 5 x as ab o v e ) 52 - W ee k Trading Range $2.2 5 t o $8.24 $1. 0 – $3. 1 52 - W ee k Hi g h c l o s e o f $8.2 4 o n 5/ 31/ 23 52 - W ee k L o w c l o s e o f $2.2 5 o n 5/3/ 24 A n al yst Price Ta rg e t s $3.0 0 t o $6.00 $1. 2 – $2. 3 Wedbush Securities (5/7/24): Price target of $6.00 TD C o wen (5/ 7/ 24) : P ric e t arge t o f $3.00 Minority S quee z e - Outs Premia 37 % t o 78% $1. 6 – $2. 1 Based on premia paid in selected precedent minority transactions b y C o ntr o ll i n g S h a reh o l der Low: 37% (25 th percentile); High: 78% (75 th percentile) 2,3 T e c h an d I T Services Premia 25 % t o 57% $1. 5 – $1. 8 Based on premia paid by Financial Sponsor acquirors in all - cash t e c h an d I T s e rvi c e s maj o rit y t ran s ac t io n s Low: 25% (25 th percentile); High: 57% (75 th percentile) 2 $1.71 $2.48 $2.25 $3.00 $4.07 $2 . 46 $3 . 54 $8.24 $6.00 $5.29 $3.71 $4.66 $ 2 . 9 7 - C u rr e n t ( 5 / 9 / 2 4 ) $ 4 . 0 0 – A t l a s O f f e r ( 3 / 2 2 / 2 4 ) $1.92 $3.20 $1.69 $5 . 68 $2 . 72 $4.52 $3 . 49 $8.89 5
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T So u r c e : 1 Tempest Management Plan, company filings and FactSet as of 5/9/2024. T em p e s t 5 2 - W ee k High of $8 . 2 4 o c c u rr e d on 5 / 31 / 2023. $8.00 $7.50 $7.00 $6.50 $6.00 $5.50 $5.00 $4.50 $4.00 $2.97 Pric e P er S hare 349.5 349.1 348.7 348.2 347.6 346.9 346.2 345.4 344.5 341.7 FDSO $2.8 $2.6 $2.4 $2.3 $2.1 $1.9 $1.7 $1.6 $1.4 $1.0 I mpli e d Equity V a l ue $3.0 $2.8 $2.7 $2.5 $2.3 $2.1 $2.0 $1.8 $1.6 $1.2 I mpli e d E nt e rpri s e Va l ue 2.7x 2.5x 2.4x 2.2x 2.0x 1.9x 1.7x 1.6x 1.4x 1.1x $1,127m CY’23A I mp l i ed EV / Revenue 2.9x 2.7x 2.6x 2.4x 2.2x 2.1x 1.9x 1.7x 1.5x 1.2x $1,037m CY’24E 2.6x 2.5x 2.3x 2.2x 2.0x 1.8x 1.7x 1.5x 1.4x 1.1x $1,152m CY’25E 27.1x 25.5x 23.9x 22.3x 20.7x 19.1x 17.5x 15.9x 14.3x 11.1x $112m CY’23A I mp l i ed EV / Adjus t ed EB I TD A 32.9x 30.9x 29.0x 27.1x 25.1x 23.2x 21.3x 19.4x 17.4x 13.5x $92m CY’24E 19.4x 18.3x 17.2x 16.0x 14.9x 13.7x 12.6x 11.4x 10.3x 8.0x $155m CY’25E 169% 153% 136% 119% 102% 85% 68% 52% 35% 0% % vs. Current as of 5/9/24 ($2.97) 201% 183% 164% 145% 126% 107% 88% 70% 51% 12% % v s . 1 - Mon t h V W A P as o f 5 / 9 / 2 4 ($2 . 65) 213% 193% 174% 154% 135% 115% 96% 76% 56% 16% % v s . 2 - Mon t h V W A P as o f 5 / 9 / 2 4 ($2 . 56) 175% 158% 140% 123% 106% 89% 72% 55% 37% 2% % v s . 3 - Mon t h V W A P as o f 5 / 9 / 2 4 ($2 . 91) (3%) (9%) (15%) (21%) (27%) (33%) (39%) (45%) (51%) (64%) % vs. 52 - Week High 1 as of 5/9/24 ($8.24) 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 P l u s : D ebt (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) L e ss : C a s h M e t r i c A n alysis at Various Pric e s ($ in billions except per share values or as otherwise stated) C urren t Price 5/9 At l as O f f e r 3 / 22 6
C O N F I D E N T I A L P R O J E C T T E M P E S T Appendix I
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Source: Wall Street research and FactSet as of 5/9/2024. Note: Tempest completed its IPO on September 15, 2021. 1 William Blair has stated “Market Perform” rating in recent research without naming a specific price target. 2 J.P. Morgan has withdrawn its price target in recent research. 3 Wolfe Research has not provided a price target to accompany recent “Peer Perform” rating. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $0 $5 $10 $15 $20 $25 $30 $35 $40 10/2021 12/2021 02/2022 04/2022 06/2022 08/2022 10/2022 12/2022 02/2023 04/2023 06/2023 08/2023 10/2023 12/2023 02/2024 04/2024 B uy H o l d S e l l Sh ar e P ric e Ta rg e t P r i c e P ric e P e r S hare P e rc e n t ag e o f B r o k e r R e c o mm e n dati o n s A s o f 5 / 9 / 24 Ta rg et P ric e Rating Firm Date $6.00 Buy 05/07/2024 5.00 Hold 05/07/2024 4.00 Hold 02/27/2024 3.40 Hold 05/07/2024 3.00 Hold 05/07/2024 – 1 Hold 05/07/2024 – 2 Buy 02/28/2024 – 3 Hold 02/27/2024 $6.00 High $3.00 Low $4.28 Mean $4.00 Median $2.97 Curr e n t S har e Pric e 34.7% % M edian A b o v e ( B el o w) Curr e n t Broker Target Prices and Recommendations ($ p er s h a r e) S u mm a r y of B r o k e r Tar g e t Price s a n d Re c om m e n d a t io n s B r o k e r Re c om m e n d a t io n s M o n t h ly Ev o lu t ion Since IPO I A P P E N D I X 8
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Compan i es A n alysis ($ i n b i ll i o n s ) E n t e r p r i s e V a l u e / P R O J E C T T E M P E S T Source: Company filings, Wall Street research and FactSet as of 5/9/2024. Not e : Y e a r s r e f e r t o c al e n da r y e a r s . 1 All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 2 Organic revenue growth figures are shown where available. Value Value High Low Company D i g i t a l I T S e r v i c e s $10.8 $8.8 (42%) 0% E P A M S y s t e m s '24 – '25 '23 – '24 '22 – '23 25E 24E 23A/E 25E 24E 23A/E 25E 24E 23A/E 25E 24E 23A/E 6% 2% (3%) 18% 16% 18% 33% 31% 31% 9.7x 11.2x 10.6x 1.74x 1.85x 1.88x 19% 16% 11% 21% 20% 21% 38% 38% 38% 12.7 15.6 18.0 2.67 3.18 3.70 7.8 7.7 (31%) 26% Globant 17% (1%) 5% 22% 19% 19% 36% 32% 33% 6.8 9.4 8.9 1.49 1.79 1.72 1.6 1.9 (61%) 9% Endava 12% 0% 1% 20% 18% 19% 35% 31% 32% 8.2x 10.3x 9.7x 1.61x 1.82x 1.80x 25 t h P e r c e n t i l e 14% 6% 4% 20% 19% 19% 36% 34% 34% 9.7 12.1 12.5 1.96 2.27 2.43 Mean 17% 2% 5% 21% 19% 19% 36% 32% 33% 9.7 11.2 10.6 1.74 1.85 1.88 Median 18% 9% 8% 22% 20% 20% 37% 35% 36% 11.2 13.4 14.3 2.20 2.51 2.79 75 t h P e r c e n t i l e D i v e r s i f i e d I T S e r v i c e s 7% 3% 3% 22% 22% 22% 33% 33% 33% 12.3x 13.2x 13.8x 2.75x 2.94x 3.03x $195.6 $197.7 (21%) 14% Accenture 7% 1% 4% 16% 16% 16% 27% 27% 27% 9.7 10.5 10.8 1.58 1.69 1.71 41.6 39.4 (9%) 35% Capgemini 3% (1%) (1%) 20% 19% 19% 35% 34% 35% 8.0 8.7 8.8 1.59 1.65 1.65 31.9 33.5 (16%) 9% C o g n i za n t T e c h 5% 0% 1% 18% 18% 17% 30% 30% 30% 8.8x 9.6x 9.8x 1.59x 1.67x 1.68x 25 t h P e r c e n t i l e 6% 1% 2% 20% 19% 19% 31% 31% 31% 10.0 10.8 11.1 1.98 2.09 2.13 Mean 7% 1% 3% 20% 19% 19% 33% 33% 33% 9.7 10.5 10.8 1.59 1.69 1.71 Median 7% 2% 4% 21% 21% 20% 34% 34% 34% 11.0 11.9 12.3 2.17 2.32 2.37 75 t h P e r c e n t i l e 6% (0%) (0%) 18% 17% 18% 33% 31% 31% 8.4x 9.7x 9.3x 1.59x 1.71x 1.72x G l o b a l 25 t h P e r c . 10% 3% 3% 20% 19% 19% 34% 32% 33% 9.8 11.4 11.8 1.97 2.18 2.28 G l o b a l M ea n 7% 2% 4% 20% 19% 19% 34% 32% 33% 9.7 10.9 10.7 1.66 1.82 1.80 G l o b a l M e d i a n 15% 3% 5% 22% 20% 20% 36% 34% 34% 11.6 12.7 13.0 2.43 2.67 2.74 G l o b a l 75 t h P e r c . % C h . 5 2 W k . E q u i t y Enterprise Re v e nu e A d j. E B I T D A 1 G ro s s M a r g i n A d j. E B I T D A M a r g i n 1 Re v e nu e G ro w t h 2 I A P P E N D I X 9
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Precedent Transactions ($ i n mi ll i o n s un l e ss o t h e r w i s e s tated) P R O J E C T T E M P E S T So u r c e : Co m pa n y f ili ng s a n d W a l l St r ee t r e s e a r c h. Note: All EBITDA figures calculated on a pre - SBC basis where available. 1 Through an affiliate of BPEA Private Equity Fund VIII. 2 DXC (State & Local HHS Business) and Aricent EBITDA multiples are shown as disclosed by the respective companies and may be burdened for SBC due to lack of available information. EV / L T M Ad j. E BI T DA E nterpr i s e Value Target Acquiror Anno u n c emen t Da t e 16.8x $2,966 Perficient EǪT 1 May - 24 9.4 $2,160 Sykes Sitel Gr o u p Jun - 21 16.4 $1,993 Virtusa B a ring Pri v a te Equity Sep - 20 12.5 2 $5,000 DX C ( H H S Busine s s ) V e ri t a s Ca p ital Mar - 20 11.2 €5,078 Altran Capgemini Jun - 19 15.3 $1,989 Luxoft DXC Jan - 19 13.3 $3,586 Syntel Atos Jul - 18 10.6 2 $2,000 Aricent Altran Nov - 17 17.0 $4,603 iGate Capgemini Apr - 15 16.1 $3,402 Sapient Publicis Nov - 14 11.5x 25t h P er c e n tile 13.9x Mean 14.3x Median 16.4x 75t h P er c e n tile I A P P E N D I X 10
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Discounted Cash Flow Analysis – Tempest Management Plan ($ i n mi ll i o n s exc ept p er s h a r e v a l u es ) P R O J E C T T E M P E S T So u r c e : Note: Tempest Management, company filings, Wall Street research and FactSet as of 5/9/2024. DCF assumes mid - year convention and valuation date as of 3/31/2024. Adj. EBITDA burdened for restructuring charges. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $13m - $15m. Assumes acquisition of Watchful assets/talent announced 4/17/2024 is valued in line with $2.525m purchase price (including $1.25m contingent consideration; no valuation premium or discount to purchase price). D&A and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs, NOL utilization and Watchful acquisition. 1 2 3 C Y ' 28 E / T V CY2027E T e m p e s t M a n a g e m e n t P la n Ǫ4 CY'24E CY2025E CY2026E Ǫ 3 C Y ' 24 E Ǫ 2 C Y ' 24 E Actuals C Y 2023 A Ǫ 1 C Y ' 24 A $380 $307 $235 $155 $31 $32 $18 $5 $93 A d j u s t e d E B I T D A 19% 18% 17% 13% 12% 12% 7% 2% 8% % M a r g i n (43) (36) (30) (25) (5) (5) (5) (3) (22) D e p r ec i a t i o n & A m o r t i z a t i o n 1 (70) (59) (49) (46) (13) (11) (11) (11) (65) S t o c k - B a s e d C o m p e n s a t i o n $267 $213 $157 $84 $13 $16 $2 ($9) $6 A d j u s t e d E B I T 1 13% 13% 11% 7% 5% 6% 1% (4%) 1% % M a r g i n (76) (67) (56) (50) (27) (18) 1 (0) Taxes 29% 31% 36% 59% 203% 111% (63%) (0%) % E ff ec t i v e T a x R a t e $190 $146 $100 $35 ($14) ($2) $3 ($9) NOPAT 9% 9% 7% 3% (5%) (1%) 1% (4%) % M a r g i n 43 36 30 25 5 5 5 P l u s : D e p r ec i a t i o n & A m o r t i z a t i o n 5 4 3 3 1 1 1 P l u s : B a d D e b t E x p e n s e 2 (41) (35) (30) (17) 5 7 16 L e ss : I n c r e a s e i n N W C (48) (40) (34) (28) (5) (5) (5) L e ss : C a p i t a l E x p e n d i t u r e s $149 $111 $70 $17 ($8) $6 $20 U n l e v e r e d F r e e C a s h F l o w E n t e r p r i s e V a l u e at CY2028E (NTM) Adjusted EBITDA Multiple of I m p li ed Sh a r e P r i c e ( $ ) at CY2028E (NTM) Adjusted EBITDA Multiple of PV o f F C F s Ǫ 2 ' 24E – ' 27E W A C C 12.5x 11.5x 11.0x 10.5x 9.5x $2,839 $2,625 $2,518 $2,411 $2,197 2,930 2,709 2,599 2,488 2,267 3,075 2,842 2,726 2,610 2,378 3,228 2,984 2,862 2,740 2,496 3,336 3,084 2,957 2,831 2,579 12.5x 11.5x 11.0x 10.5x 9.5x $7.49 $6.89 $6.59 $6.29 $5.68 7.75 7.13 6.82 6.50 5.88 8.15 7.50 7.17 6.85 6.19 8.59 7.90 7.56 7.21 6.53 8.89 8.18 7.82 7.47 6.76 16.5% 15.5% 14.0% 12.5% 11.5% $148 151 156 161 164 E q u i t y V a l u e at CY2028E (NTM) Adjusted EBITDA Multiple of I m p li ed P G R 3 at CY2028E (NTM) Adjusted EBITDA Multiple of W A C C 12.5x 11.5x 11.0x 10.5x 9.5x $2,615 $2,401 $2,294 $2,187 $1,973 2,706 2,485 2,375 2,264 2,043 2,851 2,618 2,502 2,386 2,154 3,004 2,760 2,638 2,516 2,272 3,112 2,860 2,733 2,607 2,355 12.5x 11.5x 11.0x 10.5x 9.5x 13.1% 12.8% 12.6% 12.5% 12.0% 12.1% 11.8% 11.7% 11.5% 11.1% 10.6% 10.4% 10.2% 10.0% 9.6% 9.2% 8.9% 8.7% 8.5% 8.1% 8.2% 7.9% 7.7% 7.6% 7.1% 16.5% 15.5% 14.0% 12.5% 11.5% I A P P E N D I X 11
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest NOLs Discounted Cash Flow Analysis – Tempest Management Plan ($ i n mi ll i o n s ) P R O J E C T T E M P E S T So u r c e : 1 T em p e s t M a n a g e me n t . Discounted at a Cost of Equity of 14.0%, representing the midpoint of the WACC analysis Cost of Equity. I A P P E N D I X T e m p e s t M a n a g e m e n t P la n Ǫ2 2024E Ǫ3 2024E Ǫ4 2024E CY2025E CY2026E CY2027E CY2028E CY2029E+ D e p l e t i o n S c h e du l e Actuals Ǫ 1 2024 A G r o s s T a x E ff ec t e d N O L B ala n c e C o r p o r a t e En t i t y T a x R a t e D e p l e t i o n B y N O L B ala n c e U . S . N O L s $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.2 0.2 0.2 0.3 0.1 0.1 0.1 0.5 0.5 0.5 0.5 1.1 TWUSA 4.4% 31 - Dec - 39 $0.4 $0.0 TWUSA 6.0% 31 - Dec - 29 0.4 0.0 TWUSA 9.8% 31 - Dec - 34 0.0 0.0 TWUSA 7.9% 31 - Dec - 39 0.2 0.0 TRACǪ 21.0% 31 - Dec - 30 5.0 1.0 TRHLD 21.0% 31 - Dec - 30 17.6 3.7 $0.2 $0.2 $0.2 $0.7 $0.7 $0.7 $0.7 $1.4 Total US $23.6 $4.8 N on - U . S . N O L s $0.1 $0.1 $0.1 $0.3 $0.3 - - - 0.2 0.2 0.2 0.6 0.6 0.6 0.6 6.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.1 0.1 0.1 0.5 0.5 0.5 0.5 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.4 0.1 0.1 0.1 0.4 0.4 0.4 0.4 - 0.0 0.0 0.0 0.1 0.1 - - - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.0 0.0 0.0 0.1 0.1 0.1 0.1 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - TWAUI 30.0% 31 - Dec - 26 $2.7 $0.8 TWBRA 34.0% 31 - Dec - 38 27.8 9.4 TWBRZ 34.0% 31 - Dec - 38 1.4 0.5 TWCAD 26.5% 31 - Dec - 28 8.8 2.3 TWFIN 20.0% 31 - Dec - 31 4.6 0.9 TWDEU 17.5% 31 - Dec - 28 11.9 2.1 TWDEU 15.8% 31 - Dec - 26 1.1 0.2 TWHKG 16.5% 31 - Dec - 34 1.9 0.3 TWITA 27.9% 31 - Dec - 28 1.1 0.3 TWNET 25.8% 31 - Dec - 34 5.9 1.5 TWNZL 28.0% 31 - Dec - 28 0.1 0.0 TWSWI 19.7% 31 - Dec - 28 0.1 0.0 UKHLD 25.0% 31 - Dec - 28 2.7 0.7 TWVNM 20.0% 31 - Dec - 28 0.9 0.2 $0.6 $0.6 $0.6 $2.5 $2.5 $2.1 $2.1 $8.1 Total Non - US $70.7 $19.2 $0.8 $0.8 $0.8 $3.2 $3.2 $2.8 $2.8 $9.5 Total $94.3 $24.0 D i s c o unt f a c t o r 1 D i s c o un t e d C a s h F l o w B e n e f i t 1 . 0 0 . 8 1 . 0 0 . 8 0 . 9 0 . 7 0 . 8 2 . 7 0 . 7 2 . 4 0 . 7 1 . 9 0 . 6 1 . 6 3 . 2 PV of NOLs as of March 31, 2024 1 $14.1 W A C C Implied C o s t o f E q u i t y Implied PV o f N O L s $13.1 16.5% 16.5% 13.5 15.5% 15.5% 14.1 14.0% 14.0% 14.8 12.5% 12.5% 15.2 11.5% 11.5% 12
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Temp e st W A CC A nalysis ($ i n b i ll i o n s ) P R O J E C T T E M P E S T Source: Kroll, company filings, Wall Street research and FactSet as of 5/9/2024. Note: Bloomberg Global Raw Beta and Barra Predicted World Beta are both shown as of 4/30/2024. 1 Based on Tempest’s current price of $2.97 (as of 5/9/2024). 2 Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Net Debt/Equity)]. 3 Represents 10 - Year Government Bond Yields weighted by Country revenue exposure. 4 Historical long - term equity risk premium (7.17%): large company stock total returns minus long - term government bond income returns. (Source: Kroll December 2023). 5 Low end of range: Kroll recommended equity risk premium (5.50%) as of February 2024; high end of range: historical long - term equity risk premium (7.17%) as of December 2023. (Source: Kroll). 6 Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). 7 Weighted Average Cost of Capital = (Post - Tax Cost of Debt)(Net Debt/Cap) + (Cost of Equity)(Equity/Cap). d i c t e d B e t a B a rr a P r e i s t o r i c a l B e t a B l oo m b e r g H C a p i t a l S t r u c t u r e Unlevered Levered Unlevered Levered Ne t D e b t / Ne t D e b t / Market Beta Beta 2 Beta Beta 2 Equity Cap. Value Company 1.74 1.49 1.24 1.06 (19%) (23%) $10.8 E P A M S y s t e m s 1.52 1.52 0.84 0.84 0% 0% 7.7 Globant 2.21 1.97 1.44 1.29 (12%) (14%) 1.9 Endava 1.08 1.07 1.10 1.09 (1%) (1%) 197.7 Accenture 1.16 1.21 0.85 0.89 6% 5% 39.4 Capgemini 1.00 0.96 1.00 0.96 (5%) (5%) 33.5 C o g n i za n t T ec h 1.10 1.11 0.89 0.91 (11%) (12%) P ee r 25 t h P e r ce n t i l e 1.34 1.35 1.05 1.01 (3%) (3%) P ee r M e d i a n 1.68 1.51 1.21 1.08 0% 0% P ee r 75 t h P e r ce n t i l e 1.74 1.52 1.24 1.06 (12%) (14%) D i g i t a l I T S e r v i ce s M e d i a n 1.08 1.07 1.00 0.96 (1%) (1%) D i v e r s i f i e d I T S e r v i ce s M e d i a n Tempest $1.0 1 18% 1 22% 1 1.22 1.05 1.72 1.49 WACC I m p l i e d W A C C I m p l i e d C o s t o f E qu i t y S e n s i t i v i t y R a n g e A ss u m p t i o n s L o w H i g h L o w H i g h L o w H i g h 16.5% 11.5% 16.5% 11.5% 1.70 1.00 1.49 U n l e v e r e d B e t a 14.8% 15.3% 16.3% 14.0% 15.0% (15.0%) 0.0% T a r g e t Ne t D e b t / C a p i t al i za t i o n 0.0% T a r g e t Ne t D e b t / E qu i t y 1.0 L e v e r i n g F a c t o r 1.49 L e v e r e d B e t a 2 28.6% T a x R a t e 15.0% 12.5% 15.0% 12.5% 7.17% 5 5 . 50 % 5 4.35% 7.17% R i s k - F r e e R a t e o f R e t u r n 3 E qu i t y R i s k P r e m i u m 4 15.0% C o s t o f E qu i t y 6 8.0% P r e - T a x C o s t o f D e b t 5.7% P o s t - T a x C o s t o f D e b t 15.0% WACC 7 I A P P E N D I X 13
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Country - W eight e d Risk - Free Ra t e A n alysis P R O J E C T T E M P E S T Source: Tempest Management Plan, Trading Economics and FactSet as of 5/9/2024. 1 Yields are for 10 - year local currency government bonds as of 5/9/2024. All yields retrieved from FactSet unless otherwise noted. 2 Chile’s 10 - year government bond yield is retrieved from Trading Economics and is as of 5/9/2024. 3 Ecuador does not have an active local currency bond market – analysis applied U.S. treasury yield as a proxy as Ecuador’s economy is fully dollarized. 4 Y i e l d w e ight e d b y C Y 2024 E r e v e n u e s h a r e . Yi e l d (%) 1 CY 2024 E Rev e n u e Sha r e (%) Country 4.46% 32.6% US 2.50% 13.2% Germany 4.35% 12.0% Australia 7.13% 9.1% India 4.14% 8.2% UK 3.31% 6.8% Singapore 2.34% 5.9% China 3.62% 3.1% Canada 11.85% 2.7% Brazil 3.29% 1.7% Spain 5.95% 2 1.3% Chile 3.81% 1.2% Italy 2.77% 0.8% Thailand 4.46% 3 0.4% Ecuador 2.80% 0.4% Netherlands 3.00% 0.3% Finland 6.76% 0.2% Romania 3.96% 0.2% Hong Kong 4.74% 0.0% N e w Ze al and 0.74% 0.0% Switzerland 4.35% Country - Weighted Risk - Free Rate 4 I A P P E N D I X 14
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Premia in Selected Precedent Minority Transactions 1 by Controlling Shareholder ($ i n b i ll i o n s ) P R O J E C T T E M P E S T So u r c e : 1. Atl a s Bid P r o p o s a l (a s of 3 / 22 / 2024 ) , T em p e s t M a n a g e me n t a n d c o m pa n y f ili ngs . 3 . All cash, minority transactions with U . S . targets and over $ 100 m in equity consideration over the 4 . last 8 years with offers from only single acquiror . Excludes transactions in real - estate, energy, 5 . f in a n c ia l in s t it ut ions a n d oil a n d ga s i n d u s t r i e s . 6 . Based on issued and outstanding common stock, on a non - diluted basis . 2. Implied Equity Value calculated as final bid price multiplied by FDSO. Re f l e c t s un a ff e c t e d d a t e of f i r s t bi d . Re f l e c t s 1 c al e n da r mont h. Reflects unaffected date prior to bid announcement, transaction agreement or market rumors. F i n a l Bid Premiu m to Ini t ial Bid Premiu m to 1 - M onth VWAP (Unaffected) 5,6 Unaffected S h a r e P r i c e 6 Clo s i n g Sh ar e P r i c e Be f o r e Ini t ial Bid 4 Ini t ial to F i n a l Bid In cr e as e 1 - M onth VWAP (at Ini t ial Bid ) 5 Clo s i n g Sh ar e P r i c e Be f o r e Ini t ial Bid 4 I mp li e d Equity Value 3 % of Equity Ow n e d 2 Acquiror Target Date 35% 47% 47% 15% 18% 29% $2.9 83% L ight & W on d er SciPlay Aug - 23 18% 24% 60% 29% (4%) 24% 2.4 72% B D T C ap i t al Weber Dec - 22 105% 143% 93% 17% 48% 66% 0.8 75% T P G C ap i t al Convey Jun - 22 100% 96% 101% 30% 50% 55% 0.6 72% Su m i t ov a n t Biopharma Urovant Nov - 20 59% 59% 61% 13% 37% 42% 1.9 76% Ionis Ph armac euti ca ls Akcea Aug - 20 61% 50% 52% 23% 9% 24% 0.7 57% D ufr y AG Hudson Aug - 20 42% 45% 45% 12% 28% 30% 3.7 72% K Y O C ER A Co r p AVX Nov - 19 41% 29% 34% 3% 41% 30% 5.1 57% Roche Foundation Medicine Jun - 18 31% 58% 67% 2% 28% 63% 0.3 64% Inve s tor Gr oup Synutra Nov - 16 133% 101% 101% 43% 63% 41% 1.7 82% Icahn F e d e r a l - Mogul Sep - 16 13% 2% 2% Nil 13% 2% 1.8 90% Hallmark C r own M e d ia Mar - 16 33% 37% 46% 7% 15% 26% $0.8 68% 25 th Pe rc enti l e 58% 60% 60% 17% 30% 37% $2.0 73% Mean 42% 50% 60% 15% 28% 30% $1.8 72% Median 80% 78% 80% 26% 44% 48% $2.6 79% 75 th Pe rc enti l e – – – – 34% 66% $1.4 61% Tempest I A P P E N D I X 15
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Fina n c ial Sp o n s or A c q uiror s Al l A c q uiror s Historical Premia Paid Analysis – All - Cash Transactions (Last 5 Years) P R O J E C T T E M P E S T So u r c e : Note: F a c t S e t a s of 5 / 9 /2024. Analysis includes all technology and IT services M&A majority transactions since May - 19 with public targets and deal values greater than $500 million. Premia represent purchase price premia relative to unaffected share prices. 57% 34% 25% 7 5 t h P e rc e n t ile M ed ian 2 5 t h P e rc e n t ile 53% 34% 24% 7 5 t h P e rc e n t ile M ed ian 2 5 t h P e rc e n t ile N = 83 N = 49 I A P P E N D I X 16
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $153 $224 $257 $112 $92 $155 $235 $307 $380 $84 $125 Tempest Management Plan: Long Term Forecast ($ i n mi ll i o n s ) P R O J E C T T E M P E S T Source: Tempest Management Plan, Tempest Management and FactSet as of 5/9/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 Excludes stock - based compensation, associated payroll taxes and D&A. 3 Excludes stock - based compensation, associated payroll taxes and non - recurring items. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adju s ted Gross Profit 2 Adju s ted EBITDA 3 8 % o r g ani c de c lin e in C Y’2 4 E due to on g oing m a c r o w ea k ne s s an d r eo r g - r el a te d dis r up t ion s , in c r ea s ing t o + 20 % g r o w t h b y 202 6 a s a s s umed m ar k et r ec o v e r y b r in g s dema n d ba c k to hi s t o r i c a l le v els G r oss Ma r g ins t o r emain l o w in C Y’2 4 E due t o r ecent de c lin e s in AB R and s l o w e r - t h an - hop ed co s t cu t ting , r i s ing f r o m C Y’ 2 5 E o n w a r ds t o ~ 40 % as utiliz ati on hit s hi s t o r i c a l hi g hs an d ABR g r o w t h e x c e e ds wa g e g r o w t h E B IT D A ma r gin s app r o x . double b y 2026 due t o G r os s Ma r g in g ain s ab o v e , S &M efficien cie s an d ~ 10 0 basis poin t s per y ear o f o th e r ( non - S &M ) ope r atin g m a r g in imp r o v e ments M g m t . Ob s e r v a ti o ns & A ss ump t ions Actuals T empe s t Man a g ement Plan I A P P E N D I X $803 $1,07 0 $1,29 6 $1,12 7 $1,03 7 $1,15 2 $1,39 6 $1 ,6 7 6 $2 ,0 0 4 $1,009 $1,080 Or g a n i c g r o w t h 1 (%) +4% +31% +19% ( 15 % ) +11% +21% +20% +20% ( 8 % ) A d j . E BI TD A Ma r g i n ( % ) 19% 21% 20% 10% 13% 17% 18% 19% 9% $337 $473 $540 $407 $370 $451 $576 $697 $828 $346 $381 A d j . G r o s s P r o f i t Ma r g i n ( % ) 42% 44% 42% 36% 39% 41% 42% 41% 36% T e m p e s t Bro k e r C on s e n s u s 17
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T For Reference: Prior Preliminary Valuation Summary (Discussed on 5/8/2024) So u r c e : Note: Co m pa n y f ili ngs , W a l l St r ee t r e s e a r c h a n d F a c t S e t a s of 5 / 7 / 2024 . 1 Implied share prices based on Tempest’s balance sheet and FDSO as of 3 / 31 / 2024 . Assumes 2 acquisition of Watchful assets/talent announced 4 / 17 / 2024 is valued in line with $ 2 . 525 m 3 purchase price (including $ 1 . 25 m contingent consideration ; no valuation premium or discount t o p u r c h a s e p r i c e ) . A s of 3 / 31 / 2024. Applied to Tempest current/unaffected price (5/7/2024). Represents controlling shareholder final bid premia to unaffected share price prior to offer announcement or market rumors for minority stakes in public companies. ($ in billions except per share values unless otherwise stated) I n put I mpl i e d S har e P ric e ($) I mpl i e d E V Co mm e n t ary Public C o m para bl e s E V / CY 2024E Ad ju s t e d EBITDA $92m $0. 9 – $1. 4 Based on EV/CY2024E Adjusted EBITDA multiples of global peers Low: 10.0x (25 th percentile of global peers: 10.0x) High: 15.5x (75 th percentile of global peers: 15.3x) E V / CY 2025E Ad ju s t e d EBITDA $155m $1. 3 – $2. 1 Based on EV/CY2025E Adjusted EBITDA multiples of global peers Low: 8.5x (25 th percentile of global peers: 8.5x) High: 13.5x (75 th percentile of global peers: 13.5x) Precedent Tran s ac t io n s E V / L TM Ad ju s t e d EBITDA $83m 1 $0. 8 – $1. 4 Based on EV/LTM Adjusted EBITDA multiples of precedent comparable IT services transactions L o w: 9 . 5 x ( Site l Gr o up/ S y k e s : 9 . 4x) Hi gh : 17. 0 x (Ca p g e mini / iGat e : 17. 0x) D CF Tempest M anag e me n t Plan 5 - y e ar Plan $2. 3 – $4. 1 B as e d o n T e mpe s t M anag e me nt P l an WACC o f 11. 5 % – 16. 5% , T e rmin a l V a l ue mu l t ipl e o f 10. 0 x – 15.5 x NTM Ad ju s t e d E B I T D A For R e f e ren c e Only E V / CY 2024E Ad j. E B I T D A (Consensus) $83m $0. 8 – $1. 3 Based on EV/CY2024E Adjusted EBITDA multiples of global peers (10 . 0 x t o 15. 5 x as abo v e ) E V / CY 2025E Adj. EB I T D A (Consensus) $125m $1 . 1 – $1 . 7 Based on EV/CY2025E Adjusted EBITDA multiples of global peers (8 .5 x t o 13. 5 x as ab o v e ) 52 - W ee k Trading Range $2.2 5 t o $8.24 $1. 0 – $3. 1 52 - W ee k Hi g h c l o s e o f $8.2 4 o n 5/ 31/ 23 52 - W ee k L o w c l o s e o f $2.2 5 o n 5/3/ 24 A n al yst Price Ta rg e t s $3.0 0 t o $6.00 $1. 2 – $2. 3 W e dbu s h S e c uritie s (4/ 12/ 24) : P ric e t arge t o f $6. 00 TD C o wen (5/ 7/ 24) : P ric e t arge t o f $3.00 Minority S quee z e - Outs Premia 37 % t o 78% $1. 7 – $2. 1 Based on premia paid in selected precedent minority transactions b y C o ntr o ll i n g S h t a h reh o l der Low: 37% (25 percentile); High: 78% (75 percentile) th 2 , 3 T e c h an d I T Services Premia 25 % t o 57% $1. 5 – $1. 9 Based on premia paid by Financial Sponsor acquirors in all - cash t e c h an d I T s e rvi c t h e s maj o rit y t ran s ac t io n s Low: 25% (25 percentile); High: 57% (75 percentile) th 2 $1.80 $2.48 $2.25 $3.00 $4.14 $3.12 $4.25 $8.24 $6.00 $5.38 $3.78 $4.74 $ 3 . 0 2 - C u rr e n t ( 5 / 7 / 2 4 ) $ 4 . 0 0 – A t l a s O f f e r ( 3 / 2 2 / 2 4 ) $2.06 $3.20 $1.69 $5.99 $3.50 $5.40 $3.49 $11.02 I A P P E N D I X 18
Exhibit
(c)(x)
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions G LO B A N T Q 1 2 0 2 4 E A R N I N G S U P D AT E Project Tempest M A Y 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Revenue: was in line with expectations ($571m for Q1 in line with $571m consensus, representing 13% YoY organic growth in constant currency, or 21% reported Revenue growth) Adjusted EBIT margins: missed slightly, reporting 15.0% vs 15.6% consensus Issued Q2 Revenue guidance of $585m - $589m, representing 18% YoY reported Revenue growth at the midpoint (organic, constant currency growth not disclosed) Source: Company filings and FactSet as of 5/16/2024. 1 After - hours market performance calculated as of 7:35pm ET on 5/16/2024. 2 Full Year 2024 organic constant currency growth estimate provided by management in Q1 2024 earnings call. Globant Full Year 2024 Guidance Full Year 2024 Revenue: guidance lowered and the methodology changed Prior: “at least $2,435m”, which analysts had interpreted as a consensus of $2,439m New: a range of $2,405m to $2,440m with the $2,423m midpoint being 0.7% below consensus (~10% organic constant currency growth 2 ) Full Year 2024 Adjusted EBIT: Prior: a margin range of 15.0% - 16.0% New: reduction of 0.5% to a margin range of 14.5% - 15.5% Revenue and margin guidance downgrades imply a 4% reduction in Adjusted EBIT for full year 2024 “We've managed to offset a tough pricing environment, currency fluctuations and macroeconomic pressures through improvements in our geographic mix and through our premium offering . Also, we've managed to maintain an adjusted operating margin of 15 % , virtually flat on year - on - year terms . We remain committed to the long - term profitability of the company . And while we recognize there are some short - term headwinds around margins, we will continue to strive to maximize revenue and margins and walk away from a growth at all cost approach . ” JUAN IGNACIO URTHIAGUE, GLOBANT CFO & INVESTOR RELATIONS OFFICER Globant Q1 2024 Earnings Update ($ in millions) Globant’s stock price is down ~5% in after - hours trading 1 after missing earnings and downgrading full year 2024 guidance during Q1 results today; the magnitude of the reaction suggests the market sees the headwinds as longer term, consistent with management’s allusions to a fundamental change in the growth outlook Globant Q1 Results and Q2 Guidance Management Commentary and Takeaways Headwinds Noted in Management Commentary Select Earnings Transcript Excerpt Uncertain macroeconomic backdrop Soft IT spending Sensitivity to inflation Currency fluctuations Challenging pricing environment 3
Exhibit (c)(xi)
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Con f id e n tia l and Su b jec t t o F u r t h e r Re v ision s D I S C U S S I O N M A T E R I A L S Proje c t Temp est M A Y 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclai m er P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Temp e st H e adwin ds and Mitigation Strat egy Tempest is only partially through a major reorganization undertaken in response to the challenging market environment M a r k et T r ends / He ad wi n ds I m p a c t o n T em p e s t Mi t i g a t ion A c t io n s / St r a t eg y D iffi cult dema n d envi r on m ent – c li e nt s f o cus ed on efficien cie s R educed di g it a l t r ans fo r m a ti on bud g ets s in c e 202 2 D es i r e f or l o w er c o s t / of f s ho r e s e r vi c es v s . p r emium c onsult ing P r i c ing p r es s u r e an d s m alle r deal s i z es V endor c onsolid a ti on D o wnsi z ing / c an cel a ti on of p r oje c ts Lo n g er s ale s c y c les S ki l l m i s m a t c h : t o o m an y onsho r e v s . offshore F ede r a t ed mo del; h a r d t o m a n a g e deli v e r y / m a r g ins L o w er AB R an d utiliz ati on Difficulty projecting business / performance N eces s ity t o m i g r ate f r om inbou n d to ou t bou n d G TM Op e r a ti o na l r eo r g aniz a ti on and t r ansitio n t o ou t bou n d G TM 202 3 r eo r g aniz a ti on t o wa r d c onsolid a te d deli v e r y an d m ajor ( ~ $80 m ann ual) c o s t c ut t ing L o n g er t erm f o c us o n g r owi n g o f f s h o r e ( India , L atAm ) p r es en c e t o c ap t u r e hi g he r m a r g in deli v e r y r e v enue $25 - 30 M co s t - c ut t ing p r o g r am e x t en s ion ann oun ced in May Ne w C E O Mi k e Sut c lif f be g in n ing Jun e 2024 3
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Guidance History and Share Price Reactions ($ p er s h a r e) Tempest’s next quarter guidance has come in below prior consensus in seven of the last eight quarters for Revenue growth, and all of the l a s t eigh t q u a r t e r s f o r A d ju s t ed EBI T D A m a r gin P R O J E C T T E M P E S T So u r c e : Note: Co m pa n y f ili ng s a n d F a c t S e t a s of 5 / 28 / 2024. Tempest EBITDA guidance is based on Adjusted EBITDA, which excludes stock - based compensation, associated payroll taxes and non - recurring items. Stated differences between guidance and consensus may not visually tie to base figures due to rounding. Tempest Share Price Reaction to Earnings Releases 0 . 00 2 . 00 4 . 00 6 . 00 8 . 00 10.00 12.00 14.00 16.00 18.00 $20.00 Ǫ2’2 2 (Au g u s t 15, 2 022) S har e s f e l l 7 % o n Ǫ 3 Y o Y R e v e n ue g r o w t h guidance 10 pp below consensus ( 15 % vs . 25 % ) and Adj . EBITDA margin guidance ~ 180 b ps be l o w c o n s e n s us ( 18 % vs . 19 % ) 1 Ǫ3’2 2 (N o v e mbe r 14, 2022) S har e s f e l l 2 % o n Ǫ 4 Y o Y g r o w t h g uida n c e 15p p be l o w c o n s e n s us (7% vs . 22% ) and margin g uida n c e ~160b ps be l o w c o n s e n s us (18% vs . 19%) Ǫ4’2 2 ( F e bruar y 28, 2023) S har e s f e l l 17 % o n F Y 2 3 Y o Y g r o w t h g uida n c e 12p p be l o w c o n s e n s us (2% vs . 13% ) de s pi t e EBITDA margin guidance in - line wi t h c o n s e n s us (19% vs . 19%) Ǫ1 ’ 2 3 ( M a y 9, 2023 ) S har e s r o s e +1 % o n Ǫ 2 Y o Y g r o w t h g uida n c e 4p p be l o w c o n s e n s us ( - 9% vs. - 5%) and margin guidance ~220bps be l o w c o n s e n s us (16% vs . 18%) Ǫ2’2 3 (Au g u s t 8, 2023) S har e s f e l l 26 % o n Ǫ 3 Y o Y g r owt h g uida n c e 14 pp be l o w c o n s e n s us ( - 16 % vs . - 1% ) an d margin g uida n c e ~1 , 100b ps be l o w c o n s e n s us (10% vs . 21%) Ǫ1’2 4 ( M a y 7, 2024) S har e s r o s e +20 % on F Y 2 4 Y o Y g r o w t h g uida n c e +2p p abo ve c o n s e n s us ( - 12 % vs . - 15% ) an d margin g uida n c e ~100b ps be l o w c o n s e n s us (7% vs . 8%) Ǫ4’2 3 ( F e bruar y 27, 2024) S har e s f e l l 29 % o n F Y 2 4 Y o Y g r o w t h guidance 11pp below consensus ( - 12% vs. - 1%) and margin guidance ~500bps below c o n s e n s us (9% vs . 14%) Ǫ3’2 3 (N o v e mbe r 7, 2023) S har e s r o s e +14 % o n Ǫ 4 Y o Y g r o w t h g uida n c e i n - l i n e wi t h c o n s e n s us ( - 14 % vs . - 14% ) and margin g uida n c e ~250b ps be l o w c o n s e n s us (12% vs . 14%) 2 3 4 5 6 7 8 4
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest vs. Peers: Quarterly Guidance Compared with Prior Expectations Peers have more successfully guided Wall Street, evidencing the challenges Tempest faces both forecasting Revenue and rightsizing the business for the current demand environment P R O J E C T T E M P E S T YoY Reported Revenue Gr o w t h % Pr o f it a b ili t y M a r g in % 1 So u r c e : Note: Co m pa n y f ili ng s a n d F a c t S e t a s of 5 / 28 / 2024. Figures shown compare midpoint of management guidance vs. broker consensus. Tempest EBITDA guidance is based on Adjusted EBITDA, which excludes stock - based compensation, associated payroll taxes and non - recurring items. Profitability Margin represents the following metrics for the respective companies: Tempest (Adjusted EBITDA), EPAM (Non - GAAP EBIT) and Globant (Adjusted Profit from Operations). Peer median metrics for YoY Reported Revenue Growth comparison and 1 - Day Stock Price Reaction includes EPAM, Globant, Endava, Accenture and Cognizant. Excludes Capgemini given the company does not provide quarterly Revenue guidance. Peer median metrics for Profitability Margin includes EPAM and Globant (others do not give quarterly margin guidance). 1 2 Tempest Next Ǫuarter Guidance vs. Prior Consensus (10 . 1p p ) (15 . 0p p ) (12 . 7 p p ) (4 . 1p p ) (14 . 5p p ) (0 . 1p p ) (7 . 7p p ) +3 . 3pp 1 - Day Sto c k Price Rea c t ion % +20% (29%) +14% (26%) +1% (17%) (2%) (7%) (179bps) (158bps) (881bps) (223bps) (250bps) (983bps) (115bps) (1,062bps) Ǫ2'23 Ǫ2'22 Ǫ3'22 Ǫ4'22 Ǫ1'23 Ǫ 3' 23 Ǫ 4' 23 Ǫ 1' 24 (0 . 3p p ) (0 . 9p p ) (4 . 3p p ) (0.3pp) (0.2pp) (1.1pp) (1.0pp) (0 . 7p p ) P e e r M e d ian N e x t Ǫ u a r t e r G uid a n c e v s . Pri o r C o n s e n s u s 2 +84 bp s +9b p s (139bps) (65bps) (35bps) (30bps) (106bps) (63bps) Ǫ 2' 22 Ǫ 3' 22 Ǫ 4' 22 Ǫ 1' 23 Ǫ 2' 23 Ǫ 3' 23 Ǫ 4' 23 Ǫ 1' 24 (6%) (1%) +5% +8% +7% (6%) (1%) (2%) 5
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Temp e st vs. Pee rs: Quar t erly Grow t h & Margi n Though the broader sector have all faced Revenue growth and margin headwinds, Tempest has materially trailed its peers So u r c e : Note: Co m pa n y f ili ng s a n d F a c t S e t a s of 5 / 28 / 2024. Tempest Adjusted EBITDA excludes stock - based compensation, associated payroll taxes and non - recurring items. Peer comparable company EBITDA figures shown are Adjusted EBITDA presented on a like - f o r - lik e ba s is e x c lu d in g st o c k - ba s e d c o m p ensa t ion. A d d it iona lly , p ee r me t r i cs a r e s ho wn on a c al e n da r q u a r t e r ba s is e x c e p t f or A cc e n tu r e , w h i c h is s ho wn on th e ir f isc a l q u a r t e r t im in g ( F Y e n d in g 8 / 31) ; f or 6 example, Accenture’s fiscal quarter ending 2/29/2024 data is charted as Ǫ1’24A. Organic revenue growth figures are shown where available. Digital IT Services Peers includes EPAM, Globant and Endava. Diversified IT Services Peers includes Accenture and Cognizant. Adjusted EBITDA Margin chart excludes Capgemini due to lack of quarterly reporting (outside of Revenue). 1 2 26% (19% ) 31% (5%) 18% (2%) (30% ) (20% ) (10% ) 0% 10% 20% 30% 40% YoY Reve nu e Gr o w t h % Adju s te d E B IT D A Ma r g in % 18% 3% 16% 21% 21% 20% Ǫ2'22A Ǫ3'22A Ǫ4'22A Ǫ1'23A Ǫ2'23A Ǫ3'23A Ǫ4'23A Ǫ1'24A 0% 5% 10% 15% 20% 25% 30% 35% 40% Ǫ2'22A Ǫ3'22A Ǫ4'22A Ǫ1'23A Ǫ2'23A Ǫ3'23A Ǫ4'23A Ǫ1'24A T e m p e s t Dig it a l I T S e rv i c e s P e e r s 1 Di ve r s if ied I T Ser v ic e s Pe ers 2
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T EPAM Q1’24 Earnin gs Update ($ in millions except per share values unless otherwise stated) EPAM reported Ǫ1 earnings on 5/9/24, beating expectations for the quarter but lowering FY2024 Revenue guidance due to macro and geopolitical headwinds, projects being delayed or descoped, and frictions related to resource rebalancing; its stock price fell 27% 1 3 So u r c e : Co m pa n y f ili ng s a n d F a c t S e t a s of 5 / 9 /2024. 1 Calculated as 5/9/2024 closing share price vs. 5/8/2024 closing share price. 2 Previous guidance called for 1 - 4% Revenue growth in 2024 (2.5% midpoint) with negligible contribution from currency effects and a “minimal” contribution from acquisitions. Revised guidance calls for a 1.4% decline, or 2.0% on an organic, constant currency basis. Calculated as 5/9/2024 implied EV / CY2024E EBITDA multiple vs. 5/8/2024 implied EV / CY2024E EBITDA multiple. Ǫ 1 Re s ul t s a n d Up d a t ed Guida n c e R epo rte d R e v enue in lin e ( $1 , 165 m v s . $1 , 161 m c onse ns us ) an d a be a t on N o n - G AA P E B I T ( $174m v s . $ 163 m c onse ns us ) an d E B I T m a r g ins ( 15 % v s . 14 % c onse ns us ) R ais e d full y ear 202 4 g uid a n c e f o r No n - G AA P EBIT m a r g ins ( new r an g e of 15 . 0 - 15 . 5 % , up f r om 14 . 5 - 15 . 5 % ) but d o wng r ade d R e v enue g uidan c e: N ew ful l y ear R e v enue g r o w t h g uidan c e c all s f or a 2 . 0 % de c lin e ( a t t h e m idpoi n t) v s . p r ior g uidan c e of 2 . 5 % g r o w t h 2 Im plie s $4 , 625 m m idpoi n t of 202 4 R e v enue g uidan c e , 3 . 8 % bel o w ana l y s t c onse ns us p r ior t o ear n in g s M a n a g ement C omm ent a r y “… the macroeconomic and geopolitical factors that continue to drive volatility in overall markets … leads us to adjust our think i n g fo r b o th Ǫ 2 and fo r all f u ll - y ea r o ut l o o k. ” “… client decision making is slow , budgets are being partially released , some programs are being descoped …” “… rebalancing our delivery platform to lower - cost locations forced some level of slowdown in our revenue growth too.” Anal y s t C o mm entar y 1 - Da y Re a c t io n s Sh ar e Pri c e ( % C h ang e) 1 (27%) EPAM Systems (9%) Globant (5%) Endava (2%) Accenture (1%) Capgemini (1%) C ogniz a nt Tech (3%) Tempest “Future growth will be more gradual than anticipated … [we] do not contemplate a return to pre - COVID growth rates given: 1) marginal CY24 budget growth; 2) broad - based pricing pressure; a n d 3 ) d e c e le rat in g le v e l s of V C in v e s t m e n t . ” (5/ 13 / 24) “Investors are likely to penalize EPAM as they await greater conviction around a path to revenue growth … [Our] CY25 revenue [forecast falls by 11% vs. the prior forecast] as we now assume a softer demand environment in CY25 given ongoing ma c roe c on o m i c u n c er t a i nt y .” (5/ 10 / 24) 7
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Temp e st vs. Pee rs: Q1 2024 Earnin gs Perf ormance Tempest’s peers reported a weak macro environment and were not confident in the timing of a recovery, generally issuing tepid full year growth and margin guidance P R O J E C T T E M P E S T So u r c e : Note: Co m pa n y f ili ng s a n d F a c t S e t a s of 5 / 28 / 2024. Margin defined as follows: EPAM (Non - GAAP EBIT), Globant (Adjusted Profit from Operations), Endava (Adjusted Profit Before Tax), Accenture (Non - GAAP EBIT), Capgemini (Operating Margin), Cognizant (Adjusted Income from Operations) and Tempest (Adjusted EBITDA). Most recent quarter is 3/31/2024 in all cases but for Accenture which is the fiscal quarter ended 2/29/2024. Represents YoY revenue growth, shown organic and on a constant currency basis where available. Represents 1 - day share price reaction (post - earnings share price compared to pre - earnings share price). Represents post - earnings median broker target price (five working days after earnings) vs. pre - earnings median broker target price. Endava post - earnings median broker target price as of 5/28/2024. Endava provided full - year constant currency growth at its Ǫ3'FY24 earnings, but not organic growth excluding the contribution of GalaxE. 1 2 3 4 M a r k et Re a ct ion F ull Y ear Guidan c e M os t Re c ent F is c a l Ǫ TR Sel e c t Man a g ement C o mm entary %∆ in T g t . Pr ic e 3 1 - Day Pr i c e % 2 Margin Re v enu e Growth 1 Margin Re v enu e Growth 1 “And the feedback that we're getting is that certain clients, al t hough th e y a p p e a r to h a v e b u dg e t a re sort of s low to begi n to a c ti v a t e t h e b u dge t ” (29%) (27%) 15.0 – 15.5% (Adj. E BIT) (2%) 15% (Adj. E BIT) (5%) EPAM (May - 24) “…where most IT services firms are struggling to deliver d e c e n t growth , w e e x p e c t t o achi e ve m i d - te e n t o p li ne g r o w th for 2024” (15%) (6%) 14.5 – 15.5% (Adj. E BIT) 15 – 16% 15% (Adj. E BIT) 21% Globant (May - 24) “… pipeline conversion issue … it is the velocity at which it proceeds through to sign an initiated work continues to be the issue” (6%) +6% n.a. (Adj. P BT) n.m. 4 9% (Adj. P BT) (12%) Endava (May - 24) “And that's tied to the uncertain macro that's putting peo ple c o n s t ra i n e d ” (2%) (9%) 15.5% (Adj. E BIT) 1 – 3% 14% (Adj. E BIT) 0% Accenture (Mar - 24) “… I don’t expect an awful lot of discretionary spend . So m a y be a li tt l e bit b u t not a f u l l re c o v e r y ” (2%) (4%) 13.3 – 13.6% ( O pe r ating Ma rgin) 0 – 3% n.a. (4%) Capgemini (Apr - 24) “… the higher cost of capital is almost forcing enterprises to s low do w n the i m port a nt w ork” Flat +1% 15.3 – 15.5% (Adj. E BIT) (3) – 1% 15% (Adj. E BIT) (2%) Cognizant (May - 24) (13%) +20% 8.0 – 10.0% (Adj. E BITD A) (12) – (10%) 3% (Adj. E BITD A) (19%) Tempest (May - 24) 8
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest vs. Peers: 2024 Guidance versus Consensus and Change to 2025 Consensus Tempest was alone in Ǫ1 in issuing full year growth and margin guidance that exceeded prior consensus; notwithstanding that, analysts slightly reduced Revenue growth estimates for Tempest in 2025, and the median Tempest target price fell 13% P R O J E C T T E M P E S T So u r c e : 1 Co m pa n y f ili ng s a n d F a c t S e t a s of 5 / 28 / 2024. Represents change in profitability margin %. Profitability metrics based on respective company metrics as follows: EPAM (Non - GAAP EBIT), Globant (Adjusted Profit from Operations), Endava (Adjusted Profit Before Tax), Accenture (Non - GAAP EBIT), Capgemini (Operating Margin), Cognizant (Adjusted Income from Operations) and Tempest (Adjusted EBITDA). Endava profitability margin (Adjusted Profit Before Tax) not shown for guidance comparison given the company does not provide Adjusted Profit Before Tax guidance (guides on Adjusted EPS). Calculated as FY2025E consensus estimates (5) working days following earnings release compared to pre - earnings FY2025E consensus estimates. Due to recency of Ǫ3’24 earnings release, Endava Next Fiscal Year Consensus and post - earnings target price based on 5/28/2024 estimates. 2 YoY Revenue Gr o w t h % Pr o f it a b ili t y M a r g in % 1 (3 . 9p p ) (0 . 8p p ) (0 . 1p p ) (1 . 3p p ) (0 . 1p p ) (0.5p p ) +1 . 6pp +7b p s (45bps) NA (5b p s ) (9b p s ) +7b p s +79bps FY2024 E G uid a n c e v s . Pri o r C o n s e n s u s FY2025 E C o n s e n s u s v s . Pri o r C o n s e n s u s 2 (5 . 5p p ) (1 . 8p p ) (3 . 5p p ) (0 . 9p p ) +0 . 1pp (0 . 5p p ) (0.4p p ) +20% +1% (4%) (9%) +6% (6%) (27%) 1 - Day Sha re Pric e Rea c t ion % (13%) Flat (2%) (2%) (6%) (15%) (29%) (1 0 b p s) (27bps) (216bps) (6b p s ) + 2 b p s +4b p s +51 bp s % Change in Median Broker Target Price (Pre - and Post - Earnings) 9
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Tempest Management Plan: 2024 Forecast ($ i n mi ll i o n s ) Tempest’s plan contemplates delivering higher growth and margins in 2H’24; consensus predicts a 4% YoY Revenue decline in 2H’24 vs. a 1% decline per the plan, but roughly supports the implied margin expansion T empe s t Man a g ement Plan C Y 2 024 E B en c h m ar ki ng $249 $259 $268 $261 $1,03 7 $7 $20 $34 $31 $92 Ǫ 1 2 0 2 4 A Ǫ 2 2 0 2 4 E Ǫ 3 2 0 2 4 E Ǫ 4 2 0 2 4 E C Y 2 0 2 4E Re v e n u e A d jus t e d E BITD A (19%) 3% (10%) 8% (4%) 13% +3% 12% (8%) 9% Adj. Y/Y E BI TDA Growth Margin Globant EPAM En d a v a Ac c e n ture Cognizant Capgemini T e m p e s t M anagem e n t P l an T e m p e s t Co ns e n s us 5% 1 0 % 1 5 % 2 0 % 2 5 % ( 1 5 % ) ( 1 0 % ) ( 5 % ) 0 % 5 % 1 0 % 1 5 % 2 0 % CY2024E EB I TD A M argin C Y2 0 24 E R e v e nu e Gr ow t h 1 (10%) (5%) Digit a l I T Se r v i c e s P e e r s 5 % 1 0 % 1 5 % 2 0 % Di v e r s ifi e d I T Se r v i c e s P e e r s So u r c e : Note: 1 T em p e s t M a n a g e me n t P la n a n d F a c t S e t a s of 5 / 28 / 2024. All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. Organic revenue growth figures are shown where available. H 1 A d j. EB I TD A : $27 m H 2 A d j. EB I TD A : $65 m EPAM Globant En d a v a Accenture Capgemini Cognizant T e m p e s t M anagem e n t P l an T e m p e s t C on s e n s u s 5% 1 0 % 1 5 % 2 0 % 2 5 % ( 1 5 % ) 0% H 2 2024 E EB I TD A M argin H 2 2024 E R e v e nu e G r ow t h 1 H 2 2024 E B en c h m ar ki ng 10
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Tempest Management Plan: Long Term Forecast ($ i n mi ll i o n s ) Tempest’s plan contemplates materially higher growth than consensus (approximately second highest among peers in 2025 and close to equal highest among peers in 2026) and margins above consensus (in line with its peers by 2026) Source: Tempest Management Plan, Tempest Management and FactSet as of 5/28/2024. Note: All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 1 Organic revenue growth figures are shown where available. 2 Accenture and Endava not shown due to lack of available broker consensus estimates. T empe s t Man a g ement Plan C Y 2 025 E B en c h m ar ki ng $1,03 7 $1,15 2 $1,39 6 $92 $155 $235 CY2024E CY2025E CY2026E 17% +21% 13% +11% 9% (8%) 14% +15% 12% +8% 8% (10%) Y/Y Growth A d j . E B I T D A Margin EPAM Globant En d a v a Accenture Capgemini Cognizant Te mp e s t M ana g eme n t P l an T e m p e s t C on s e n s u s 5% ( 5 % ) 0 % 5 % 1 0 % 1 5 % 2 0 % 2 5 % 1 0 % 1 5 % 2 0 % 2 5 % CY2025E EB I TD A M argin C Y2 0 25 E R e v e nu e Gr ow t h 1 0% 5% Digit a l I T Se r v i c e s P e e r s 1 5 % 2 0 % 2 5 % Di v e r s ifi e d I T Se r v i c e s P e e r s EPAM Globant Tempest M anagem e n t P l an C ogn iz a n t Capgemini Tempest C on s e n s u s 5% 1 0 % 1 5 % 2 0 % 2 5 % ( 5 % ) 1 0 % CY2026E EB I TD A M argin C Y2 0 26 E R e v e nu e Gr ow t h 1 C Y 2 026 E B en c h m ar ki ng 2 $1,009 $1,086 $1,246 $84 $133 $177 R e v e nu e A d ju st e d EB I TD A T e m p e s t C on s e n s u s 11
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $153 $224 $257 $112 $92 $155 $235 $307 $380 $84 $133 $177 Tempest Management Plan: Long Term Forecast (cont’d) ($ i n mi ll i o n s ) P R O J E C T T E M P E S T Source: Tempest Management Plan, Tempest Management and FactSet as of 5/28/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 3 Excludes stock - based compensation, associated payroll taxes and D&A. Tempest Adjusted Gross Profit broker consensus estimates unavailable for CY2026E. Excludes stock - based compensation, associated payroll taxes and non - recurring items. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adju s ted Gross Profit 2 Adju s ted EBITDA 3 8 % o r g ani c de c lin e in C Y’2 4 E due to on g oing m a c r o w ea k ne s s an d r eo r g - r el a te d dis r up t ion s , in c r ea s ing t o + 20 % g r o w t h b y 202 6 a s a s s umed m ar k et r ec o v e r y b r in g s dema n d ba c k to hi s t o r i c a l le v els G r oss Ma r g ins t o r emain l o w in C Y’2 4 E due t o r ecent de c lin e s in AB R and s l o w e r - t h an - hop ed co s t cu t ting , r i s ing f r o m C Y’ 2 5 E o n w a r ds t o ~ 40 % as utiliz ati on hit s hi s t o r i c a l hi g hs an d ABR g r o w t h e x c e e ds wa g e g r o w t h E B IT D A m a r g ins app r o x . d o uble b y 202 6 due t o G r oss Ma r g in g ain s ab o v e , S &M efficien cie s an d ~ 10 0 basis poin t s per y ear of o t he r ( non - S &M ) ope r atin g m a r g in i m p r o v emen t s M g m t . Ob s e r v a ti o ns & A ss ump t ions Actuals T empe s t Man a g ement Plan $803 $1,07 0 $1,29 6 $1,12 7 $1,03 7 $1,15 2 $1,39 6 $1 ,6 7 6 $2 ,0 0 4 $1,009 $1,086 $1,24 6 Or g a n i c g r o w t h 1 (%) +4% +31% +19% ( 15 % ) +20% +20% A d j . E BI TD A Ma r g i n ( % ) 19% 21% 20% 10% 18% 19% $337 $473 $540 $407 $370 $451 $576 $697 $828 $349 $382 A d j . G r o s s P r o f i t Ma r g i n ( % ) 42% 44% 42% 36% 41% 42% 41% +11% +8% +21% +15% (8%) ( 10 % ) 39% 35% 36% 35% 13% 12% 17% 14% 9% 8% T e m p e s t Bro k e r C on s e n s u s 12
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Management Plan: Long Term Growth Benchmarking vs. Peers Tempest has grown Revenue at 20%+ in six out of 19 years since 2005, and has grown more slowly than its Digital peers every year other than 2009; the plan calls for 20%+ growth by 2026 (continuing through 2028), becoming a faster grower than its peers for the first time in 17 years P R O J E C T T E M P E S T Rev e n u e Gr o w t h 1 19% 16% 17% 9% (0%) 31% 27% 13% 13% 22% 12% 16% 17% 21% 19% 4% 33% 21% (13%) (8% ) 20% (10% ) 8% (7%) 48% 54% 36% 25% 29% 26% 27% 28% 27% 26% 23% 41% 32% 6% 2% 11% 11% 21% 20% 18% 15% (20%) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 (10% ) 0% 10% 20% 30% 40% 50% 60% Tempest Management Plan Tempest Broker Consensus Digital IT Services Peer Median (EPAM, Globant and Endava) 2 Source: Tempest Management Plan, Tempest Management, company filings and FactSet as of 5/28/2024. 1 Re v e n u e g r owth r e p r e s e n t s r e p o r t e d g r owt h. 2 Digital IT Services Peers are included in the median beginning in the following years, respectively: EPAM (2009), Globant (2011) and Endava (2017). 13
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Management Plan: Long Term EBITDA Margins Benchmarking vs. Peers Tempest’s median EBITDA margin 1 was 8% from 2007 to 2023, well below its Digital peers in all but the COVID boom years; the plan calls for margins to exceed the level of the peers, though consensus has Tempest’s margins remaining materially below them through 2026 P R O J E C T T E M P E S T E B ITDA M a r g in % 1 6% 4% 0% 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 7% 6% 8% 7% 9% 6 % 7% 7% 10% 14% 14% 21% 10% 9% 13% 17% 19% 8% 12% 14% 8% 13% 15% 15% 11% 17% 18% 19 % 19% 14% 19% 21% 20% 20% 20% 19% 21% 19% 17% 18% 18 % 18% 5% 10% 15% 20% 25% Tempest Management Plan Tempest Broker Consensus Digital IT Services Peer Median (EPAM, Globant and Endava) 2 Source: Tempest Management Plan, Tempest Management, company filings and FactSet as of 5/28/2024. 1 Tempest EBITDA margin is based on Unadjusted EBITDA from 2007 - 2016 and Adjusted EBITDA thereafter. 2 Digital IT Services Peers are included in the median beginning in the following years, respectively: EPAM (2008), Globant (2010) and Endava (2016). 14
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Tempest Management Plan: Operating KPIs The plan contemplates (i) historically unprecedented utilization rates coupled with high teens headcount growth, and (ii) improving bill rates coupled with relatively stable wages Tempest Utilization Rate (%) and Prof. Services Headcount Growth Source: T em p e s t M a n a g e me n t P la n a n d T em p e s t M a n a g e me n t . 65.9% 66.6 % 65.2% 66.9 % 62.9% 62.9% 67.9% 67.9% 67.9% 67.9% 67.2% + 25 % + 17 % + 25 % + 32 % ( 5 % ) ( 8 % ) + 8 % + 17 % + 18 % + 19 % 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E U t i l i z at i on R a t e A v g . P S H C % Y/Y G r ow th Tempest Avg. Bill Rate (ABR) and Avg. Wages, Indexed (as of FY’24) 129 122 113 119 118 107 100 102 106 108 109 107 105 98 102 97 99 100 98 98 100 101 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E AB R (I n d e x e d = 1 0 0 as o f F Y ' 2 4 ) A v g . W a ge s ( I n d e x e d = 1 00 as o f F Y ' 2 4 ) 15
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Tempest Management Plan: Operating Expenses ($ i n mi ll i o n s un l e ss o t h e r w i s e s tated) Tempest’s plan assumes increasing S&M efficiency during an ongoing GTM transformation, while simultaneously achieving historically unprecedent levels of operating efficiency in other operating expenses T empe s t : S ale s & Ma r k eting E xp en s e Tempest: Other Operating Expenses (SG&A less S&M) $49 $52 $46 $69 $80 $92 $98 $104 $121 $143 $169 $647 $772 $803 $1,07 0 $1,29 6 $1,127 $1,037 $1,152 $1,39 6 $1,67 6 $2,00 4 8 % 7 % 6 % 6 % 6 % 8 % 9 % 9 % 9 % 9 % 8 % $126 $145 $139 $179 $210 $205 $180 $192 $219 $247 $279 $647 $772 $803 $1 ,0 7 0 $1,29 6 $1,127 $1,037 $1,152 $1,39 6 $1,67 6 $2 ,0 0 4 19 % 19 % 17 % 17 % 16 % 18 % 17 % 17 % 16 % 15 % 14 % 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E Increasing S&M efficiency driven by market rebound (and its impact on sales productivity) and 2024’s unproven S&M transformation bearing fruit I n c reasi n g o p e rat in g e ff i c ie n c y f r o m e c o n omi e s of s c al e a n d o p e rat in g initiatives (e.g. reducing average seniority of roles over time) So u r c e : 1 Tempest Management Plan, Tempest Management, company filings and FactSet as of 5/28/2024. Calculated as Tempest Management Plan (SG&A plus D&A less Amortization of Purchased Intangible Assets) as a % of Revenue. 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E To tal Re v e nu e To tal S&M S & M % o f R e v e nu e To tal Re v e nu e T o tal S G & A l e s s S &M To tal SG & A l e s s S&M, as a % of R e v e nu e 16
Exhibit (c)(xii)
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Con f id e n tia l and Su b jec t t o F u r t h e r Re v ision s D I S C U S S I O N M A T E R I A L S Proje c t Temp est J U N E 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclai m er P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Tempest Discounted Cash Flow Analysis – Sensitivity Case ($ i n mi ll i o n s exc ept p er s h a r e v a l u es ) Lazard was asked to produce a DCF sensitivity analysis that assumes Tempest achieves Revenue Growth and Adjusted EBITDA Margins in line with public comparables. We apply the following assumptions: 2025E: midpoint of A) Tempest Management Plan and B) peer comparables (based on the average excluding the low and high peers) 2026E: peer comparables (using the same methodology as above), flatlined thereafter through the end of the projection period The resulting projections are shown below, which imply a 10% Revenue CAGR from 2024E to 2028E and 2028E Adjusted EBITDA Margin of 18%, resulting in 2028E Adjusted EBITDA of $274m (vs. Tempest Management Plan Adjusted EBITDA of $380m) Based on this sensitivity case, the DCF analysis implies a valuation per Tempest share of $4.03 to $6.10 1 Rev e n u e Ass u m p t io n s Adjus t e d E B ITDA Ass u m p t io n s CY2028E CY2027E CY2026E CY2025E CY2024E $2,004 $1,676 $1,396 $1,152 $1,037 T e mpe s t MP 2 R e v e n ue 20% 20% 21% 11% (8%) % Y o Y Gr o w t h 1,497 1,365 1,245 1,136 1,037 S e n s itivity C a s e R e v e n ue 10% 10% 10% 10% (8%) % Y o Y Gr o w t h 10% 8% P eer Av e rag e % Y o Y Gr o w t h 3 M em o : % Y o Y Gr o w t h 14% 8% EPAM 21% 17% Globant – 4 11% Endava – 4 7% Accenture 5% 6% Capgemini 5% 4% Cognizant CY2028E CY2027E CY2026E CY2025E CY2024E $380 $307 $235 $155 $86 T e mpe s t MP 2 Ad j. EB IT D A 19% 18% 17% 13% 8% % M argin 274 250 228 183 86 S e n s itivity C a s e A dj. E B I T D A 18% 18% 18% 16% 8% % M argin 18% 19% P eer Av e rag e % Margi n 3 M em o : % M argin 17% 17% EPAM 20% 20% Globant – 4 18% Endava – 4 22% Accenture 17% 17% Capgemini 19% 19% Cognizant Source: Tempest Management, company filings, Wall Street research and FactSet as of 5/31/2024. Note: All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 1 Implied share price range based on WACC range of 11.5% - 16.5% and CY2028E (NTM) Adjusted EBITDA Multiple range of 9.5x - 12.0x. 2 D e no te s T em p e s t M a n a g e me n t P lan. 3 Excludes low and high peers for both CY2025E/CY2026E Revenue Growth and Adjusted EBITDA Margin. 4 Excluded due to absence of CY2026E forecasts (forecasts extend only through the years ended June 2026 and August 2026 for Endava and Accenture respectively). 3
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Discounted Cash Flow Analysis – Sensitivity Case (cont’d) ($ i n mi ll i o n s exc ept p er s h a r e v a l u es ) P R O J E C T T E M P E S T So u r c e : Note: Tempest Management, company filings, Wall Street research and FactSet as of 5/31/2024. DCF assumes mid - year convention and valuation date as of 3/31/2024. Adj. EBITDA burdened for restructuring charges. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $13m - $15m. Assumes acquisition of Watchful assets/talent announced 4/17/2024 is valued in line with $2.525m purchase price (including $1.25m contingent consideration; no valuation premium or discount to purchase price). D&A and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs, NOL utilization and Watchful acquisition. 1 2 3 C Y ' 28 E / T V CY2027E S e n s i t i v i t y C a s e Ǫ4 CY'24E CY2025E CY2026E Ǫ 3 C Y ' 24 E Ǫ 2 C Y ' 24 E Actuals C Y 2 023 A Ǫ 1 C Y ' 24 A $274 $250 $31 $183 $228 $32 $18 $5 $93 A d j u s t e d E B I T D A 18% 18% 12% 16% 18% 12% 7% 2% 8% % M a r g i n (43) (36) (5) (25) (30) (5) (5) (3) (22) D e p r ec i a t i o n & A m o r t i za t i o n 1 (70) (59) (13) (46) (49) (11) (11) (11) (65) S t o c k - B a s e d C o m p e n s a t i o n $161 $155 $13 $112 $149 $16 $2 ($9) $6 A d j u s t e d E B I T 1 11% 11% 5% 10% 12% 6% 1% (4%) 1% % M a r g i n (46) (49) (27) (66) (53) (18) 1 (0) Taxes 29% 31% 203% 59% 36% 111% (63%) (0%) % Eff ec t i v e T a x R a t e $115 $107 ($14) $46 $96 ($2) $3 ($9) NOPAT 8% 8% (5%) 4% 8% (1%) 1% (4%) % M a r g i n 43 36 5 25 30 5 5 P l u s : D e p r ec i a t i o n & A m o r t i za t i o n 5 4 1 3 3 1 1 P l u s : B a d D e b t E x p e n s e 2 (41) (35) 5 (17) (30) 7 16 L e ss : I n c r e a s e i n N W C (48) (40) (5) (28) (34) (5) (5) Less: Capital Expenditures $73 $71 ($8) $28 $65 $6 $20 U n l e v e r e d F r e e C a s h F l o w E n t e r p r i se V a l u e a t C Y 2028 E ( N T M ) A dju s t e d E B I T D A M u l t i p l e o f I m p li e d S h a re P r i c e ( $ ) a t C Y 2028 E ( N T M ) A dju s t e d E B I T D A M u l t i p l e o f PV o f F C F s Ǫ 2 ' 24 E – ' 27 E W A C C 12.0x 11.5x 10.75x 10.0x 9.5x $1,998 $1,920 $1,805 $1,689 $1,612 2,061 1,982 1,862 1,742 1,663 2,162 2,078 1,952 1,827 1,743 2,269 2,181 2,049 1,917 1,829 2,344 2,253 2,116 1,980 1,889 12.0x 11.5x 10.75x 10.0x 9.5x $5.12 $4.90 $4.58 $4.25 $4.03 5.30 5.08 4.74 4.40 4.17 5.58 5.35 4.99 4.64 4.40 5.89 5.64 5.27 4.89 4.64 6.10 5.84 5.46 5.07 4.81 16.5% 15.5% 14.0% 12.5% 11.5% $130 132 136 140 143 E qu i t y V a l u e a t C Y 2028 E ( N T M ) A dju s t e d E B I T D A M u l t i p l e o f I m p li e d P G R 3 a t C Y 2028 E ( N T M ) A dju s t e d E B I T D A M u l t i p l e o f W A C C 12.0x 11.5x 10.75x 10.0x 9.5x $1,774 $1,696 $1,581 $1,465 $1,388 1,837 1,757 1,638 1,518 1,439 1,938 1,854 1,728 1,603 1,519 2,044 1,956 1,825 1,693 1,605 2,120 2,029 1,892 1,756 1,665 12.0x 11.5x 10.75x 10.0x 9.5x 14.1% 14.0% 13.8% 13.6% 13.5% 13.1% 13.0% 12.8% 12.6% 12.5% 11.6% 11.5% 11.3% 11.1% 11.0% 10.1% 10.0% 9.9% 9.7% 9.5% 9.1% 9.0% 8.9% 8.7% 8.5% 16.5% 15.5% 14.0% 12.5% 11.5% 4
Exhibit
(c)(xiii)
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest J U N E 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T DCF Methodology Overview ($ in billions except per share values unless otherwise stated) DCF analyses are influenced by many factors, some of which are relatively static, while others fluctuate with the market. The key inputs into the Enterprise Value of a company implied by DCF analysis are: The company’s cash flows through the end of the forecast period The terminal value (TV) of the company at the end of that forecast period, beyond which annual cash flow forecasts are no longer available and the value of the company at that point in time must be calculated in aggregate, not based on cash flows in each year The present value of those forecast cash flows and TV, calculated by discounting them at the weighted average cost of capital (WACC) In situations where the company has not yet reached mature, steady - state growth by the end of the forecast period, TV is sometimes calculated by applying a terminal multiple to the company’s financials at that time (e.g., to EBITDA) based on comparable company multiples, and the present value of that TV can make up much of the overall DCF valuation (in this analysis, well over 90%) WACC is calculated based on the risk - free rate, unlevered beta, levering factor, equity risk premium, cost of debt and the tax rate Of those, the following are typically affected by real - time market data : risk - free rate (based on the yield on 10 - Year government bonds) and unlevered beta (calculated based on the beta and leverage of comparable companies and of the company itself, to which stock price is an input) In this analysis, terminal multiple is calculated based on the trading multiples (in this case EV/EBITDA) of comparable companies; EV is affected in real - time by the stock prices of those companies, and EBITDA is affected as and when research analysts update their forecasts Though many of the DCF inputs above can change often, comparable company multiples are typically the only inputs that change materially over a short period of time As a result, though WACC is a critical driver of implied DCF valuation, it is the terminal multiple input (not the WACC) that is generally the cause of large changes in implied DCF valuation over short periods of time 3
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Evolution of DCF Range and Key Assumptions ($ in billions except per share values unless otherwise stated) Our terminal value multiple range has always been based on the 25 th to 75 th percentiles of the comps, which generally translates to a number reflecting the diversified global players at the low end and historically higher growth digital players at the high end Following Q1 CY2024 results, most sector players reported revenue/margin declines and reduced 2024 guidance; Globant and EPAM were particularly badly affected and saw significant declines in both stock price and EV/2024 EBITDA multiple: EPAM’s multiple fell from 15.9x to 11.2x between 5/7/24 and 5/9/24 Globant’s fell from 17.4x to 15.6x over the same period This brought the 75 th percentile of the comparable multiples down from 15.3x to 12.7x EV/2024 EBITDA (15.5x to 12.5x rounded), significantly reducing the calculated terminal value and therefore the entire implied DCF value of Tempest This drove the top end of our implied DCF value per Tempest share down from $11.02 to $8.89 between those two dates The lower multiple comps that influence the bottom end of our range were less affected over this period – the 25 th percentile fell only 0.3x, from 10.0x to 9.7x EV/2024 EBITDA (10.0x to 9.5x rounded), driving the low end of our implied DCF value per Tempest share from $5.99 down to $5.68 Source: Company filings, Wall Street research and FactSet as of 6/6/2024. 4
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Evolution of DCF Range and Key Assumptions (cont’d) ($ in billions except per share values unless otherwise stated) 4/25/2024 5/7/2024 5/G/2024 Date of Market Data Memo: Special Committee Meeting Date Management Plan Unlevered Beta Range Risk - Free Rate 4/2c/2024 Initial Plan 1.00 – 1.60 4.49% 5/8/2024 Initial Plan 1.00 – 1.70 4.31% 5/13/2024 Initial Plan 1.00 – 1.70 4.35% Implied WACC Range 12.0% – 16.0% 11.5% – 16.5% 11.5% – 16.5% CY2028E (NTM) Adjusted EBITDA Multiple Range Terminal Value Discount Factor (Based on WACC) $0.15BN – $0.16BN 9.0x – 14.5x 57% – 65% $2.0BN – $3.6BN $0.15BN – $0.16BN 10.0x – 15.5x 56% – 66% $2.1BN – $3.9BN $0.15BN – $0.16BN 9.5x – 12.5x 56% – 66% $2.0BN – $3.2BN $2.1BN – $3.8BN $2.3BN – $4.1BN $2.2BN – $3.3BN Implied DCF Share Price $5.48 – $10.13 $5.99 – $11.02 $5.68 – $8.89 Trading Comps Multiples (EV/Adj. EBITDA 1 ) EPAM Systems Globant Endava Accenture Capgemini Cognizant Tech CY2024E 14.9x 16.1x 8.4x 13.3x 10.3x 8.5x CY2024E 15.Gx 17.4x 9.8x 13.4x 10.5x 8.7x CY2024E 11.2x 15.6x 9.4x 13.2x 10.5x 8.7x 25th Percentile 75th Percentile 9.0x 14.5x 10.0x 15.3x 9.7x 12.7x A Implied Present Value of Cash Flows B Implied Present Value of Terminal Value A + B Implied Enterprise Value Source: Note: Company filings, Wall Street research and FactSet as of 6/6/2024. Implied share prices based on Tempest’s balance sheet and FDSO as of 3/31/2024. Assumes acquisition of Watchful assets/talent announced 4/17/2024 is valued in line with $2.525m purchase price (including $1.25m contingent consideration; no valuation premium or discount to purchase price). All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. Timing of Adj. EBITDA metric(s) is noted above the multiples. 1 5
Exhibit
(c)(xiv)
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest J U N E 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions 7% (7%) (3%) (3%) (1%) (1%) 1% 1% 5% 6% 13% 8% 14% 13% 18% 18% 18% 18% 20% 19% 20% 19% (7%) (7%) (4%) 1% 5% 11% 14% 10% 17% 17% 15% 10% 16% 14% 11% 17% 17% 17% 16% 17% 17% 17% 18% 18% 18% 19% 19% 19% (8%) (8%) (9%) Q2'24 18% 18% 20% 19% Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Q4'26 Q1'27 Q2'27 Q3'27 Q4'27 Q1'28 Q2'28 Q3'28 Q4'28 P R O J E C T T E M P E S T Overview of Initial Management Plan vs. Revised Projections Received 6/6/24 Average Professional Services Headcount HC YoY Growth (%) Average Professional Services Headcount (000s) 9.0k 10.5k 10.8k 11.5k 11.8k 12.4k 12.8k 13.6k 14.0k 14.8k 15.3k 9.0k 9.1k 9.1k 9.6k 9.4k 9.9k 9.5k 10.4k 9.9k 10.6k 10.1k 11.0k 11.3k 12.1k 12.4k 13.0k 13.5k 14.3k 14.7k 15.6k 16.0k 9.0k 9.1k 9.1k 8.9k 9.0k 9.0k 8.9k 9.3k 9.5k 9.2k 9.2k 9.9k 10.2k 10.9k 11.2k 11.5k 11.9k 12.7k 13.1k 13.7k 14.1k 15.0k 15.4k 16.4k 16.9k Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Q4'26 Q1'27 Q2'27 Q3'27 Q4'27 Q1'28 Q2'28 Q3'28 Q4'28 On 6/6, Tempest management provided the Special Committee with two new sets of projections (the “Updated Management Plans”) that modified the projections provided to the Special Committee in April 2024 as follows: In both cases lowered the 2024 forecast to align with management’s latest forecast (discussed with the Board on Tuesday 6/4) Delayed the assumed macro recovery from H1’2025 to H2’2025 , and H1’2026 , respectively The change in the recovery timeline was effected principally by adjusting the growth rate of professional services headcount, detailed below Other key drivers (primarily growth in utilization rates, average bill rates (ABR) and wages) remained in line with the Initial Management Plan, but the metrics have changed in absolute terms due to updated jumping off points at the end of 2024 and updated assumptions regarding geographic mix H1’26 Recovery Management Plan H2’25 Recovery Management Plan Initial Management Plan 3 Source: Tempest Management.
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions +4% +3% +14% +10% +25% +17% +25% On an annual basis, both Updated Management Plans reach the 18 % YoY PS headcount growth of the Initial Management Plan by 2027 +32% (5%) (8%) (8%) (8%) +8% +17% +19% +18% +19% +18% +19% +18% P R O J E C T T E M P E S T Revisions to Projections: Utilization and Professional Services Headcount Growth Average PS HC YoY Growth (%) Utilization Rate Other than de minimis adjustments to APAC and LatAm in Q1’25, the forecast growth in utilization is unchanged in 2025 onwards; however, management’s assumption of a higher utilization jumping off point in Q4 2024 (69% in the Updated Management Plans vs 68% in the Initial Management Plan) results in a higher utilization assumption through the forecast period 68% 68% 69% 69% 69% 69% 69% 69% 69% 69% 66% 67% 65% 67% 63% 63% 67% 68% 68% 68% 68% 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E H1’26 Recovery Management Plan Tempest Management. H2’25 Recovery Management Plan Initial Management Plan 4 Source:
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Revisions to Projections: Average Bill Rates and Average Wages As with utilization, ABR and wage growth rates have not changed vs. the Initial Management Plan, however: ABR has fallen due to a lower jumping off point in Q4 2024 ($78.60 in the Updated Management Plan vs. $81.00 in the Initial Management Plan) Average wages have risen due to a higher jumping off point in Q4 2024 ($66.5k in the Updated Management Plan vs. $66.4k in the Initial Management Plan), and due to the revised headcount growth being weighted towards higher cost geographies in the Updated Management Plan vs. the mix in the Initial Management Plan Average Bill Rate ($ Per Hour) Average Wages (Annual $ Per Head) $105 $99 $97 $96 $71.9k $70.7k $68.6k $68.2k $67.8k $67.4k $67.4k $66.8k $67.4k $66.4k $67.9k $66.4k $66.2k $67.1k $67.4k $68.5k $89 $87 $87 $88 $87 $86 $86 $85 $83 $81 $87 $92 $65.9k $66.1k $66.5k $65.6k $66.3k $84 $81 $81 $80 $80 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E H1’26 Recovery Management Plan Tempest Management. H2’25 Recovery Management Plan Initial Management Plan 5 Source:
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Revisions to Projections: Impact on Revenue and Adjusted EBITDA The net effect of these changes on growth is a reduction in the 2024 - 28 Revenue CAGR from 18% in the Initial Management Plan to 15% ( H1’26 Recovery ) and 16% ( H2’25 Recovery ) in the Updated Management Plans, and a ~1% reduction in 2028 Adjusted EBITDA margins Revenue and Growth (%) Adjusted EBITDA and Margin (%) $1,112 $1,321 $1,031 $1,037 $1,097 $1,152 (9%) (9%) 2024E 2025E 2026E 2027E 2028E $82 H1’26 Recovery Management Plan Tempest Management. H2’25 Recovery Management Plan Initial Management Plan 6 Source: $139 $202 $82 $213 $92 $155 $142 8% 8% 9% 19% 18% 18% 20% 20% 20% 20% 21% 18% $380 17% $2,004 20% 19% $347 $329 18% 18% 16% $1,896 $1,813 20% 15% 11% 8% $307 $280 16% 13% $1,676 $1,585 $1,516 6% $266 $235 13% 13% $1,396 $1,263 (8%) 2024E 2025E 2026E 2027E 2028E
C O N F I D E N T I A L P R O J E C T T E M P E S T Appendix: Detail on Management Plan I
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T I A P P E N D I X : D E T A I L O N M A N A G E M E N T P L A N 2024 Forecast – Tempest Initial and Updated Management Plans ($ in millions) The Initial Management Plan projected improved growth and margin in H2’24 (0.6% YoY Revenue decline vs. 4.2% consensus decline, and 12.3% Adjusted EBITDA margin vs. 12.0% consensus); the Updated Management Plans project incrementally lower growth and margin in H2’24 (1.1% YoY Revenue decline and 11.6% Adjusted EBITDA margins) CY2024E Benchmarking 1 EPAM Globant Accenture Cognizant Capgemini Tempest Initial Management Plan Tempest Updated Management Plans Tempest Consensus 5% 10% 15% 20% 25% (15%) (10%) (5%) 0% 5% 10% 15% 20% CY2024E EBITDA Margin CY2024E Revenue Growth 2 (10%) (5%) Digital IT Services Peers 0% 5% 10% 15% 20% Diversified IT Services Peers Source: Tempest Management and FactSet as of 6/6/2024. Note: All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 1 Endava excluded due to insufficient disclosures required to calculate 2024 and H2 2024 metrics pro forma for the acquisition of GalaxE. 2 Organic revenue growth figures are shown where available. EPAM Globant Accenture Capgemini Cognizant Tempest Initial Management Plan Tempest Updated Management Plans Tempest Consensus 5% 10% 15% 20% 25% (15%) H2 2024E EBITDA Margin H2 2024E Revenue Growth 2 H2 2024E Benchmarking 1 Q1 2024A Q2 2024E Revenue (% Y/Y Growth) Q3 2024E Q4 2024E CY 2024E Adjusted EBITDA (% Margin) Tempest Updated Management Plans 8% (9%) 11% +3% 12% (4%) 6% (11%) 3% (19%) $1,031 H2 Adj. EBITDA: $61m H1 Adj. EBITDA: $21m $268 $259 $249 $255 $82 $33 $28 $7 $15 Tempest Initial Management Plan Q1 2024A Q2 2024E Q3 2024E Q4 2024E CY 2024E 9% (8%) 12% +3% 13% (4%) 8% (10%) 3% (19%) $1,037 H2 Adj. EBITDA: $65m H1 Adj. EBITDA: $27m $268 $261 $249 $259 $92 $34 $31 $7 $20 8
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Tempest Management Plans: Long Term Forecast I A P P E N D I X : D E T A I L O N M A N A G E M E N T P L A N ($ in millions) Tempest’s Updated Management Plans contemplate lower growth and margin than the Initial Management Plan, though both remain above consensus Revenue and Adjusted EBITDA in 2025 and 2026 CY2024E Revenue (% Y/Y Growth) Source: Note: 1 2 3 Tempest Management and FactSet as of 6/6/2024. All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. Organic revenue growth figures are shown where available. Endava excluded due to insufficient disclosures required to calculate 2025 Revenue growth pro forma for the acquisition of GalaxE. Accenture and Endava excluded due to absence of CY2026E forecasts (forecasts extend only through the years ended June 2026 and August 2026 for Endava and Accenture respectively). CY2025E Benchmarking 2 Tempest Initial Management Plan $1,037 $1,152 $1,396 $92 $155 $235 CY2024E CY2025E CY2026E 17% +21% 13% +11% 9% (8%) 14% +15% 12% +8% 8% (10%) EPAM Globant Accenture Cognizant Tempest Initial MP Capgemini Tempest H1'26 Recovery MP Tempest H2'25 Recovery MP Tempest Consensus 5% (5%) 0% 5% 10% 10% 15% 20% 25% 15% 20% 25% CY2025E EBITDA Margin CY2025E Revenue Growth 1 0% 5% Digital IT Services Peers 15% 20% 25% Diversified IT Services Peers EPAM Tempest H1'26 Recovery MP Globant Tempest Initial MP Tempest H2'25 Recovery MP Cognizant Capgemini Tempest Consensus 5% 10% 15% 20% 25% (5%) 10% CY2026E EBITDA Margin CY2026E Revenue Growth 1 CY2026E Benchmarking 3 $1,009 $1,086 $1,246 $84 $133 $177 CY2025E Adjusted EBITDA (% Margin) CY2026E Tempest Consensus Tempest H2’25 Recovery Management Plan 16% +19% 13% +8% 8% (9%) Tempest H1’26 Recovery Management Plan 16% +15% 13% +6% 8% (9%) $1,031 $1,097 $1,263 $82 $139 $202 CY2024E CY2025E CY2026E $1,031 $1,112 $1,321 $82 $142 $213 9
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $84 $133 $177 Long Term Forecast – H1’26 Recovery Management Plan ($ in millions) P R O J E C T T E M P E S T Source: Tempest Management and FactSet as of 6/6/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 Excludes stock - based compensation, associated payroll taxes and D&A. Tempest Adjusted Gross Profit broker consensus estimates unavailable for CY2026E. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 9 % organic decline in CY’ 24 E due to ongoing macro weakness and reorg - related disruptions, increasing to ~20% growth by 2027 as assumed market recovery – beginning in H1’26 – brings demand back to historical levels Gross Margins to remain low in CY’24E due to recent declines in ABR and slower - than - hoped cost cutting, rising from CY’25E onwards to ~40% as utilization hits historical highs and ABR growth exceeds wage growth EBITDA margins double by 2026 due to Gross Margin gains above, S&M efficiencies and ~100 basis points per year of other (non - S&M) operating margin improvements Observations & Assumptions Actuals Plan Adj. EBITDA Margin (%) Organic growth 1 (%) I A P P E N D I X : D E T A I L O N M A N A G E M E N T P L A N $803 $1,070 $1,296 $1,127 $1,031 $1,097 $1,263 $1,516 $1,813 $1,009 $1,086 $1,246 $337 $473 $540 $407 $359 $421 $510 $618 $734 $349 $382 +20% +20% +15% +6% (9%) (15%) +19% +31% +4% +15% +8% (10%) 18% 18% 16% 13% 8% 10% 20% 21% 19% 14% 12% 8% $329 $266 $202 $139 $82 $112 $257 $224 $153 Adj. Gross Profit Margin (%) 42% 44% 42% 36% 38% 35% 40% 41% 40% 35% 35% Tempest Broker Consensus 3 Excludes stock - based compensation, associated payroll taxes and non - recurring items. 10
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $84 $133 $177 Long Term Forecast – H2’25 Recovery Management Plan ($ in millions) P R O J E C T T E M P E S T Source: Tempest Management and FactSet as of 6/6/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 Excludes stock - based compensation, associated payroll taxes and D&A. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 Assumes macro recovery begins two quarters earlier than in the H1’26 Recovery Management Plan Revenue growth returns to ~20% levels by 2026 rather than 2027 as a result Cost structure evolution assumptions and margin profile are in line with H1’26 Recovery Management Plan Observations & Assumptions Actuals Plan Adj. EBITDA Margin (%) Organic growth 1 (%) I A P P E N D I X : D E T A I L O N M A N A G E M E N T P L A N $803 $1,070 $1,296 $1,127 $1,031 $1,112 $1,321 $1,585 $1,896 $1,009 $1,086 $1,246 $337 $473 $540 $407 $359 $427 $535 $648 $770 $349 $382 +20% +20% +19% +8% (9%) (15%) +19% +31% +4% +15% +8% (10%) 18% 18% 16% 13% 8% 10% 20% 21% 19% 14% 12% 8% $347 $280 $213 $142 $82 $112 $257 $224 $153 Adj. Gross Profit Margin (%) 42% 44% 42% 36% 38% 35% 40% 41% 41% 35% 35% Tempest Broker Consensus 3 Excludes stock - based compensation, associated payroll taxes and non - recurring items. 11
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Long Term Forecast – Initial Management Plan ($ in millions) P R O J E C T T E M P E S T CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 Observations & Assumptions Actuals Plan Adj. EBITDA Margin (%) Organic growth 1 (%) +4% +31% I A P P E N D I X : D E T A I L O N M A N A G E M E N T P L A N $803 $1,070 $1,296 $1,127 $1,037 $1,152 $1,396 $1,676 $2,004 $1,009 $1,086 $1,246 +19% (15%) +20% +20% +11% +8% +21% +15% (8%) (10%) $337 $473 $540 $407 $370 $451 $576 $697 $828 $349 $382 19% 18% 17% 13% 9% 10% 20% 21% 19% 14% 12% 8% $380 $307 $235 $155 $92 $112 $257 $224 $153 Adj. Gross Profit Margin (%) 42% 44% 42% 36% 39% 35% 41% 42% 41% 36% 35% Initial Management Plan called for an earlier macro recovery that drove a growth rebound to 11% in 2025 and exceeding 20% in 2026 Cost structure evolution assumptions are in line with both the H1’26 and H2’25 Recovery plans, but margins are slightly higher due to higher Revenue coverage of fixed costs, higher ABRs and lower wages, offset partly by lower utilization $177 $84 $133 Tempest Broker Consensus Source: 1 2 3 Tempest Management and FactSet as of 6/6/2024. Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. Excludes stock - based compensation, associated payroll taxes and D&A. Excludes stock - based compensation, associated payroll taxes and non - recurring items. 12
Exhibit
(c)(xv)
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest J U N E 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions (8%) (2%) (1%) 5% 6% 8% 10% 11% 13% 17% 18% 19% 20% 19% (4%) (5%) 1% 5% 11% 14% 16% 17% 17% 17% 17% 17% 17% 18% 19% 18% 18% 18% 18% (9%) Q2'24 (7%) (9%) Q3'24 20% 19% Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Q4'26 Q1'27 Q2'27 Q3'27 Q4'27 Q1'28 Q2'28 Q3'28 Q4'28 Average Professional Services Headcount HC YoY Growth (%) Average Professional Services Headcount (000s) Source: Tempest Management. 9.1k 8.8k 8.8k 9.0k 9.1k 9.2k 9.4k 9.7k 9.9k 10.3k 10.6k 11.3k 11.6k 12.2k 12.6k 13.3k 13.8k 14.6k 15.0k 9.0k 8.9k 8.9k 9.3k 9.5k 9.9k 10.2k 10.9k 11.2k 11.5k 11.9k 12.7k 13.1k 13.7k 14.1k 15.0k 15.4k 16.4k 16.9k Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Q4'26 Q1'27 Q2'27 Q3'27 Q4'27 Q1'28 Q2'28 Q3'28 Q4'28 P R O J E C T T E M P E S T Overview of Initial Management Plan vs. Revised Projections Received 6/17/24 On 6/17, Tempest management provided the Special Committee with a new set of projections (the “June Management Plan”) that modified those provided to the Special Committee in April by (a) lowering 2024 to align with management’s latest forecast (discussed with the Board on Friday 6/14), and (b) delaying the return to ~20% Revenue growth by one year, from 2026 to 2027 The change in the growth outlook was effected principally by adjusting the growth of professional services headcount, detailed below Other key drivers (primarily growth in utilization rates, average bill rates and wages) remained in line with the Initial Management Plan, but changed in absolute terms due to updated jumping off points at end - 2024, and updated assumptions regarding geographic mix June Management Plan Initial Management Plan 3
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions +2% +11% +25% +17% +25% +32% (5%) (8%) (9%) +8% +17% +19% +18% +19% +18% P R O J E C T T E M P E S T Revisions to Projections: Utilization and Professional Services Headcount Growth Average PS HC YoY Growth Utilization Rate Other than de minimis adjustments to APAC and LatAm in Q1’25, the forecast growth in utilization is unchanged in 2025 onwards; however, management’s assumption of a higher utilization jumping off point in Q4 2024 (69% in the June Management Plan vs 68% in the Initial Management Plan) results in a higher utilization assumption through the forecast period 63% 63% 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 67% 69% 69% 69% 69% 66% 67% 65% 67% 67% 68% 68% 68% 68% Source: Tempest Management. On an annual basis, the June Management Plan reaches high - teens YoY Professional Services headcount growth one year later than the Initial Management Plan, by 2027 rather than 2026 June Management Plan Initial Management Plan 4
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Revisions to Projections: Average Bill Rates and Average Wages As with utilization, ABR and wage growth rates have not changed vs. the Initial Management Plan, however: ABR has fallen due to a lower jumping off point in Q4 2024 ($76.60 June Management Plan vs. $81.00 Initial Management Plan) Average wages have fallen due to a lower jumping off point in Q4 2024 ($65.7k June Management Plan vs. $66.4k Initial Management Plan), an effect that is partially offset over time due to revised headcount growth being less weighted towards lower cost geographies in the June Management Plan vs. the mix in the Initial Management Plan Average Bill Rate ($ Per Hour) Average Wages (Annual $ Per Head) $79 $79 $83 $84 $85 $105 $99 $92 $97 $96 $87 $81 $83 $86 $88 $89 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2018A 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E $66.9k $65.6k $65.5k $67.0k $67.8k $71.9k $70.7k $66.3k $68.5k $66.5k $67.4k $65.9k $66.1k $66.0k $67.1k $67.9k Source: Tempest Management. June Management Plan Initial Management Plan 5
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Revisions to Projections: Impact on Revenue and Adjusted EBITDA The net effect of these changes on growth is a reduction in the 2024 - 28 Revenue CAGR from 18% in the Initial Management Plan to 15% in the June Management Plan, and a 2% reduction in 2028 Adjusted EBITDA margins Revenue and Growth (%) Adjusted EBITDA and Margin (%) Source: Tempest Management. $1,001 $1,046 $1,204 $1,446 $1,728 $1,037 $1,152 $1,396 $1,676 $2,004 (11%) 4% 15% 20% (8%) 11% 21% 20% 20% 20% 2024E 2025E 2026E 2027E 2028E $175 $232 $287 $117 $92 $65 $155 $235 $307 $380 6% 11% 15% 16% 17% 9% 13% 17% 18% 19% 2024E 2025E 2026E 2027E 2028E June Management Plan Initial Management Plan 6
C O N F I D E N T I A L P R O J E C T T E M P E S T Appendix: Detail on Management Plan I
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T I A P P E N D I X : D E T A I L O N M A N A G E M E N T P L A N CY2024E Benchmarking 1 2024 Forecast – Tempest Initial Management Plan and June Management Plan ($ in millions) The June Management Plan projects lower Revenue growth (5.7% YoY decline vs. Initial Management Plan’s 0.6% decline) and Adjusted EBITDA margin (10.2%, vs. Initial Management Plan’s 12.3%) in H2’24; both growth and margin are now below consensus expectations EPAM Globant Accenture Cognizant Capgemini Tempest Initial Management Plan Tempest June Management Plan Tempest Consensus 5% 10% 15% 20% 25% (15%) (10%) (5%) 0% 5% 10% 15% 20% CY2024E EBITDA Margin CY2024E Revenue Growth 2 5% 10% 15% 20% Diversified IT Services Peers Source: Tempest Management and FactSet as of 6/14/2024. Note: All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 1 Endava excluded due to insufficient disclosures required to calculate 2024 and H2 2024 metrics pro forma for the acquisition of GalaxE. 2 Organic revenue growth figures are shown where available. EPAM Globant Accenture Capgemini Cognizant Tempest Consensus Tempest Initial Management Plan Tempest June Management Plan (10%) (5%) 0% Digital IT Services Peers 5% 10% 15% 20% 25% (15%) H2 2024E EBITDA Margin H2 2024E Revenue Growth 2 H2 2024E Benchmarking 1 Q1 2024A Q2 2024E Revenue (% Y/Y Growth) Q3 2024E Q4 2024E CY 2024E Adjusted EBITDA (% Margin) Tempest June Management Plan 6% (11%) 9% (2%) 11% (9%) 3% (13%) 3% (19%) $1,001 H2 Adj. EBITDA: $51m H1 Adj. EBITDA: $14m $256 $247 $249 $250 $65 $28 $23 $7 $7 Tempest Initial Management Plan Q1 2024A Q2 2024E Q3 2024E Q4 2024E CY 2024E 9% (8%) 12% +3% 13% (4%) 8% (10%) 3% (19%) $1,037 H2 Adj. EBITDA: $65m H1 Adj. EBITDA: $27m $268 $261 $249 $259 $92 $34 $31 $7 $20 8
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Tempest Management Plans: Long Term Forecast I A P P E N D I X : D E T A I L O N M A N A G E M E N T P L A N ($ in millions) Tempest’s June Management Plan contemplates lower long - term growth and margin than both the Initial Management Plan and consensus in 2024 and 2025; by 2026 however, the June Management Plan marginally exceeds both consensus growth and margin CY2024E Revenue (% Y/Y Growth) Source: Note: 1 2 3 Tempest Management and FactSet as of 6/14/2024. All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. Organic revenue growth figures are shown where available. Endava excluded due to insufficient disclosures required to calculate 2025 Revenue growth pro forma for the acquisition of GalaxE. Accenture and Endava excluded due to absence of CY2026E forecasts (forecasts extend only through the years ended June 2026 and August 2026 for Endava and Accenture respectively). CY2025E Benchmarking 2 Tempest Initial Management Plan 17% +21% 13% +11% 9% (8%) 14% +15% 12% +8% 8% (10%) EPAM Globant Capgemini Accenture Cognizant Tempest Initial Management Plan Tempest June Management Plan Tempest Consensus 5% (5%) 0% 5% 10% 15% 20% 25% 10% 15% 20% 25% CY2025E EBITDA Margin CY2025E Revenue Growth 1 0% 5% Digital IT Services Peers 15% 20% 25% Diversified IT Services Peers EPAM Globant Tempest Initial Management Plan Tempest June Management Plan Cognizant Capgemini Tempest Consensus 5% 10% 15% 20% 25% (5%) 10% CY2026E EBITDA Margin CY2026E Revenue Growth 1 CY2026E Benchmarking 3 $1,037 $1,152 $1,396 $92 $155 $235 CY2024E CY2025E CY2026E $1,009 $1,086 $1,246 $84 $133 $177 CY2025E Adjusted EBITDA (% Margin) CY2026E Tempest Consensus Tempest June Management Plan 15% +15% 11% +4% 6% (11%) 14% +15% 12% +8% 8% (10%) $1,001 $1,046 $1,204 $65 $117 $175 $1,009 $1,086 $1,246 $84 $133 $177 9
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $84 $133 $177 Long Term Forecast – June Management Plan ($ in millions) P R O J E C T T E M P E S T Source: Tempest Management and FactSet as of 6/14/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 3 Excludes stock - based compensation, associated payroll taxes and D&A. Tempest Adjusted Gross Profit broker consensus estimates unavailable for CY2026E. Excludes stock - based compensation, associated payroll taxes and non - recurring items. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 11% organic decline in CY’24E due to ongoing macro weakness and reorg - related disruptions, increasing to ~20% growth by 2027 as assumed market recovery brings demand back to historical levels Gross Margins to remain low in CY’24E due to recent declines in ABR and slower - than - hoped cost cutting, rising from CY’26E onwards to ~40% as utilization hits historical highs and ABR growth exceeds wage growth EBITDA margins more than double by 2026 due to Gross Margin gains above, S&M efficiencies and ~100 basis points per year of other (non - S&M) operating margin improvements Observations & Assumptions Actuals Plan Adj. EBITDA Margin (%) Organic growth 1 (%) +4% +31% I A P P E N D I X : D E T A I L O N M A N A G E M E N T P L A N $803 $1,070 $1,296 $1,127 $1,001 $1,046 $1,204 $1,446 $1,728 $1,009 $1,086 $1,246 +19% (15%) +20% +20% +4% +8% +15% +15% (11%) (10%) $337 $473 $540 $407 $337 $389 $473 $573 $680 $349 $382 17% 16% 15% 11% 6% 10% 20% 21% 19% 14% 12% 8% $287 $232 $175 $117 $65 $112 $257 $224 $153 Adj. Gross Profit Margin (%) 42% 44% 42% 36% 37% 35% 39% 40% 39% 34% 35% Tempest Broker Consensus 10
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $84 $133 $177 Long Term Forecast – Initial Management Plan ($ in millions) P R O J E C T T E M P E S T Source: Tempest Management and FactSet as of 6/14/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 3 Excludes stock - based compensation, associated payroll taxes and D&A. Tempest Adjusted Gross Profit broker consensus estimates unavailable for CY2026E. Excludes stock - based compensation, associated payroll taxes and non - recurring items. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 Observations & Assumptions Actuals Plan Adj. EBITDA Margin (%) Organic growth 1 (%) +4% +31% I A P P E N D I X : D E T A I L O N M A N A G E M E N T P L A N $803 $1,070 $1,296 $1,127 $1,037 $1,152 $1,396 $1,676 $2,004 $1,009 $1,086 $1,246 +19% (15%) +20% +20% +11% +8% +21% +15% (8%) (10%) $337 $473 $540 $407 $370 $451 $576 $697 $828 $349 $382 19% 18% 17% 13% 9% 10% 20% 21% 19% 14% 12% 8% $380 $307 $235 $155 $92 $112 $257 $224 $153 Adj. Gross Profit Margin (%) 42% 44% 42% 36% 39% 35% 41% 42% 41% 36% 35% Initial Management Plan called for an earlier recovery in the demand environment that drove growth to rebound to 11% in 2025 and exceed 20% by 2026 Cost structure evolution assumptions are in line with the June Management Plan, but Adjusted Gross Margins are higher due primarily to higher ABRs, offset partially by lower utilization Tempest Broker Consensus 11
Exhibit (c)(xvi)
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest J U N E 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions 3 Q4’23 (February 27, 2024) Tempest missed Q4’23 consensus Revenue by 6% and Q4’23 consensus Adjusted EBITDA by 55% Tempest Stock Price Update ($ per share) P R O J E C T T E M P E S T Source: Company filings and FactSet as of 6/17/2024. Tempest Share Price Performance Since June 2023 1.50 2.50 3.50 4.50 5.50 6.50 7.50 $8.50 1 2 % % Denotes share price reaction to earnings release (29%) (26%) +14% 3 1 Q2’23 (August 8, 2023) Tempest missed Q2’23 consensus Revenue by 5% and consensus Adjusted EBITDA by 36% , and revised CY’23 Revenue and Adjusted EBITDA guidance downwards by 10% and 41%, respectively 2 Q3’23 (November 7, 2023) Tempest beat Q3’23 consensus Revenue by 1% and consensus Adjusted EBITDA by 20% and narrowed the FY’23 Revenue guidance range, while revising FY’23 Adjusted EBITDA guidance downwards 3% Commentary 4 Q1’24 (May 7, 2024) Tempest beat Q1’24 consensus Revenue by 2% and missed Q1’24 consensus Adjusted EBITDA by 22% , and raised the FY’24 Revenue guidance range, while maintaining the FY’24 Adjusted EBITDA Margin guidance range. Finally, it was announced that CEO Xiao Guo will step down and be replaced by Mike Sutcliff 4 +20% 3
($ in billions except per share values unless otherwise stated) DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Preliminary Valuation Summary: June Management Plan Source: Note: Tempest Management, Company filings, Wall Street research and FactSet as of 6 / 17 / 2024 . 1 Implied share prices based on Tempest’s balance sheet and FDSO as of 3 / 31 / 2024 . Assumes 2 acquisition of Watchful assets/talent announced 4 / 17 / 2024 is valued in line with $ 2 . 525 m 3 purchase price (including $ 1 . 25 m contingent consideration ; no valuation premium or discount to purchase price) . As of 3/31/2024. Applied to Tempest current/unaffected price (6/17/2024). Represents controlling shareholder final bid premia to unaffected share price prior to offer announcement or market rumors for minority stakes in public companies. Input Implied Share Price ($) Implied EV Commentary Public Comparables EV / CY2024E Adjusted EBITDA $65m $0.6 – $0.8 Based on EV/CY2024E Adjusted EBITDA multiples of global peers Low: 9.5x (25 th percentile of global peers: 9.6x) High: 12.5x (75 th percentile of global peers: 12.5x) EV / CY2025E Adjusted EBITDA $117m $1.1 – $1.3 Based on EV/CY2025E Adjusted EBITDA multiples of global peers Low: 9.0x (25 th percentile of global peers: 8.8x) High: 11.5x (75 th percentile of global peers: 11.5x) Precedent Transactions EV / LTM Adjusted EBITDA $83m 1 $0.8 – $1.4 Based on EV/LTM Adjusted EBITDA multiples of precedent comparable IT services transactions Low: 9.5x (Sitel Group/Sykes: 9.4x) High: 17.0x (Capgemini/iGate: 17.0x) DCF June Management Plan 5 - year Plan $1.6 – $2.5 Based on June Management Plan WACC of 11.5% – 16.5%, Terminal Value multiple of 9.5x – 12.5x NTM Adjusted EBITDA For Reference Only Initial Management Plan DCF 5 - year Plan $2.2 – $3.3 EV / CY2024E Adj. EBITDA (Consensus) $84m $0.8 – $1.1 Based on Initial Management Plan WACC of 11.5% – 16.5%, Terminal Value multiple of 9.5x – 12.5x NTM Adjusted EBITDA Based on EV/CY2024E Adjusted EBITDA multiples of global peers (9.5x to 12.5x as above) $133m $1.2 – $1.5 Based on EV/CY2025E Adjusted EBITDA multiples of global peers (9.0x to 11.5x as above) EV / CY2025E Adj. EBITDA (Consensus) 52 - Week $2.25 to $7.88 $1.0 – $3.0 52 - Week High close of $7.88 on 7/13/23 52 - Week Low close of $2.25 on 5/3/24 Trading Range Analyst $3.00 to $6.00 $1.2 – $2.3 Wedbush Securities (5/7/24): Price target of $6.00 TD Cowen (6/6/24): Price target of $3.00 Price Targets Minority 37% to 78% $1.5 – $1.9 Based on premia paid in selected precedent minority transactions by Controlling Shareholder Low: 37% (25 th percentile); High: 78% (75 th percentile) 2,3 Squeeze - Outs Premia Tech and IT Services Premia 25% to 57% Based on premia paid by Financial Sponsor acquirors in all - cash tech and IT services majority transactions Low: 25% (25 th percentile); High: 57% (75 th percentile) 2 $5.68 $1.71 $2.85 $2.25 $3.00 $3.75 $3.43 $8.89 $2.46 $3.78 $7.88 $6.00 $4.88 $2.74 - Current (6/17/24) $1.16 $2.44 $1.69 $4.13 $1.73 $3.27 $3.49 $6.56 $4.30 $1.4 – $1.7 $4.00 $4.50 < Atlas Offers (3/22/24) and (5/23/24) 4
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Analysis at Various Prices Tempest Counter 5/14 Tempest Counter 6/5 Atlas Counter 5/23 Atlas Offer 3 / 22 Current Share Price 6/17 $8.00 $7.25 $7.50 $4.50 $5.00 $5.50 $6.00 $6.50 $7.00 $4.00 $2.74 Price Per Share 192% 165% 174% 64% 82% 101% 119% 137% 155% 46% 0% % vs. Current as of 6/17/24 ($2.74) 177% 151% 159% 56% 73% 90% 107% 125% 142% 38% (5%) % vs. 1 - Month VWAP as of 6/17/24 ($2.89) 182% 156% 164% 59% 76% 94% 112% 129% 147% 41% (3%) % vs. 2 - Month VWAP as of 6/17/24 ($2.84) 196% 168% 178% 67% 85% 104% 122% 141% 159% 48% 1% % vs. 3 - Month VWAP as of 6/17/24 ($2.70) 2% (8%) (5%) (43%) (37%) (30%) (24%) (18%) (11%) (49%) (65%) % vs. 52 - Week High 1 as of 6/17/24 ($7.88) 349.5 348.9 349.1 345.4 346.2 346.9 347.6 348.2 348.7 344.5 340.8 FDSO $2.8 $2.5 $2.6 $1.6 $1.7 $1.9 $2.1 $2.3 $2.4 $1.4 $0.9 Implied Equity Value 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 Plus: Debt (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) Less: Cash $3.0 $2.8 $2.8 $2.7 $2.5 $2.3 $2.1 $2.0 $1.8 $1.6 $1.2 Implied Enterprise Value 2.7x 2.5x 2.4x 2.4x 2.2x 2.0x 1.9x 1.7x 1.6x 1.4x 1.0x $1,127m CY’23A Implied EV / Revenue June Management Plan 3.0x 2.8x 2.7x 2.7x 2.5x 2.3x 2.1x 1.9x 1.8x 1.6x 1.2x $1,001m CY’24E 2.9x 2.7x 2.6x 2.5x 2.4x 2.2x 2.0x 1.9x 1.7x 1.5x 1.1x $1,046m CY’25E 27.1x 25.5x 24.7x 23.9x 22.3x 20.7x 19.1x 17.5x 15.9x 14.3x 10.4x $112m CY’23A Implied EV / Adjusted EBITDA 46.6x 43.9x 42.5x 41.1x 38.4x 35.7x 32.9x 30.2x 27.4x 24.7x 17.9x $65m CY’24E 25.8x 24.3x 23.6x 22.8x 21.3x 19.8x 18.2x 16.7x 15.2x 13.7x 9.9x $117m CY’25E Metric ($ in billions except per share values or as otherwise stated) +13% Source: 1 Tempest Management, Company filings and FactSet as of 6/17/2024. Tempest 52 - Week High of $7.88 occurred on 7/13/2023. 5
C O N F I D E N T I A L P R O J E C T T E M P E S T Appendix I
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Source: Wall Street research and FactSet as of 6/17/2024. Note: Tempest completed its IPO on September 15, 2021. 1 J.P. Morgan has withdrawn its price target in recent research. 2 Wolfe Research has not provided a price target to accompany recent “Peer Perform” rating. 3 William Blair has stated “Market Perform” rating in recent research without naming a specific price target. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $0 $5 $10 $15 $20 $25 $30 $35 $40 10/2021 12/2021 02/2022 04/2022 06/2022 08/2022 10/2022 12/2022 02/2023 04/2023 06/2023 08/2023 10/2023 12/2023 02/2024 04/2024 Current Buy Hold Sell Share Price Target Price Price Per Share Percentage of Broker Recommendations Target Price Rating Firm Date $6.00 Buy 05/07/2024 5.00 Hold 05/31/2024 3.50 Hold 05/07/2024 3.40 Hold 05/24/2024 3.00 Hold 06/06/2024 – 1 Buy 05/20/2024 – 2 Hold 05/08/2024 – 3 Hold 05/07/2024 $6.00 High $3.00 Low $4.18 Mean $3.50 Median $2.74 Current Share Price 27.7% % Median Above (Below) Current As of 6/17/24 Broker Target Prices and Recommendations ($ per share) Summary of Broker Target Prices and Recommendations Broker Recommendations Monthly Evolution Since IPO I A P P E N D I X 7
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Companies Analysis ($ in billions) Enterprise Value / P R O J E C T T E M P E S T Source: Company filings, Wall Street research and FactSet as of 6/17/2024. Note: Years refer to calendar years. 1 All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 2 Organic revenue growth figures are shown where available. 3 Several Endava metrics (including Equity Value, Enterprise Value, and CY2024E Revenue and EBITDA on a pro forma basis) cannot be calculated at present due to insufficient disclosures related to the 4/10/24 acquisition of GalaxE (principally cash vs. stock consideration mix and its pro forma contribution to Revenue and EBITDA). 10% 3% 1% 18% 18% 18% 33% 33% 32% 10.4x 11.4x 11.7x 11.6x 1.89x 2.09x 2.19x 25th Percentile 13% 7% 4% 19% 18% 19% 34% 34% 34% 11.1 12.3 12.7 13.3 2.09 2.37 2.59 Mean 13% 7% 4% 19% 18% 19% 34% 34% 34% 11.1 12.3 12.7 13.3 2.09 2.37 2.59 Median 15% 11% 8% 19% 19% 20% 36% 36% 36% 11.7 13.2 13.7 14.9 2.30 2.66 3.00 75th Percentile Diversified IT Services 6% 3% 3% 22% 22% 22% 32% 33% 32% 11.5x 12.4x 12.5x 13.0x 2.58x 2.74x 2.83x $182.0 $184.1 (26%) 1% Accenture 6% 1% 4% 17% 16% 16% 27% 27% 27% 8.8 9.3 9.6 9.9 1.46 1.54 1.56 37.7 34.8 (19%) 16% Capgemini 4% (0%) (1%) 19% 19% 19% 35% 34% 35% 8.0 8.4 8.5 8.7 1.55 1.62 1.62 31.4 32.9 (18%) 6% Cognizant Tech 5% 1% 1% 18% 18% 17% 30% 30% 30% 8.4x 8.9x 9.1x 9.3x 1.51x 1.58x 1.59x 25th Percentile 5% 1% 2% 19% 19% 19% 31% 31% 31% 9.4 10.0 10.2 10.5 1.86 1.97 2.00 Mean 6% 1% 3% 19% 19% 19% 32% 33% 32% 8.8 9.3 9.6 9.9 1.55 1.62 1.62 Median 6% 2% 4% 21% 20% 20% 33% 34% 33% 10.1 10.9 11.0 11.4 2.07 2.18 2.22 75th Percentile 6% (0%) (1%) 17% 17% 18% 31% 31% 31% 8.8x 9.3x 9.6x 9.9x 1.55x 1.62x 1.62x Global 25th Perc. 8% 4% 3% 19% 19% 19% 33% 33% 33% 10.1 10.9 11.2 11.6 1.96 2.13 2.24 Global Mean 6% 1% 3% 19% 19% 19% 32% 33% 32% 9.8 10.5 10.7 10.0 1.68 1.81 1.78 Global Median 8% 3% 4% 20% 20% 21% 35% 34% 35% 11.5 12.4 12.5 13.0 2.51 2.74 2.83 Global 75th Perc. % Ch. 52 Wk. Equity Enterprise Revenue Adj. EBITDA 1 Gross Margin Adj. EBITDA Margin 1 Revenue Growth 2 $8.4 $10.4 (45%) 0% Digital IT Services EPAM Systems 7.1 7.1 (37%) 3% Globant '24 – '25 '23 – '24 '22 – '23 25E 24E 23A/E 25E 24E 23A/E 25E NTM 24E 23A/E 25E 24E Company Low High Value Value 23A/E 8% (1%) (3%) 17% 17% 18% 31% 31% 31% 9.8x 10.5x 10.7x 10.0x 1.68x 1.81x 1.78x 17% 16% 11% 20% 20% 21% 38% 38% 38% 12.4 14.1 14.6 16.5 2.51 2.94 3.40 NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM (69%) 0% Endava 3 I A P P E N D I X 8
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Precedent Transactions ($ in millions unless otherwise stated) P R O J E C T T E M P E S T Source: Company filings and Wall Street research. Note: All EBITDA figures calculated on a pre - SBC basis where available. 1 Through an affiliate of BPEA Private Equity Fund VIII. 2 DXC (State & Local HHS Business) and Aricent EBITDA multiples are shown as disclosed by the respective companies and may be burdened for SBC due to lack of available information. EV / LTM Adj. EBITDA Enterprise Value Target Acquiror Announcement Date 16.8x $2,966 Perficient EQT 1 May - 24 9.4 $2,160 Sykes Sitel Group Jun - 21 16.4 $1,993 Virtusa Baring Private Equity Sep - 20 12.5 2 $5,000 DXC ( HHS Business ) Veritas Capital Mar - 20 11.2 €5,078 Altran Capgemini Jun - 19 15.3 $1,989 Luxoft DXC Jan - 19 13.3 $3,586 Syntel Atos Jul - 18 10.6 2 $2,000 Aricent Altran Nov - 17 17.0 $4,603 iGate Capgemini Apr - 15 16.1 $3,402 Sapient Publicis Nov - 14 11.5x 25th Percentile 13.9x Mean 14.3x Median 16.4x 75th Percentile I A P P E N D I X 9
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions ($ in millions except per share values) P R O J E C T T E M P E S T Tempest Discounted Cash Flow Analysis – June Management Plan Source: Note: Tempest Management, Company filings, Wall Street research and FactSet as of 6/17/2024. DCF assumes mid - year convention and valuation date as of 3/31/2024. Adj. EBITDA burdened for restructuring charges. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Due to de minimis pre - tax income in near term periods in the June Management Plan, implied effective tax rates are non - meaningful; the analysis has been updated to utilize projections of unlevered tax provided by Tempest management. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $13m - $15m. Assumes acquisition of Watchful assets/talent announced 4/17/2024 is valued in line with $2.525m purchase price (including $1.25m contingent consideration; no valuation premium or discount to purchase price). D&A and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs, NOL utilization and Watchful acquisition. 1 2 3 Actuals Tempest Management Plan CY2023A Q1 CY'24A Q2 CY'24E Q3 CY'24E Q4 CY'24E CY2025E CY2026E CY2027E CY'28E / TV $287 $232 $175 $117 $23 $26 $5 $5 $93 Adjusted EBITDA 17% (38) (60) 16% (32) (51) 15% (27) (42) 11% (23) (42) 9% (5) (13) 10% (5) (11) 2% (5) (11) 2% (3) (11) 8% (22) (65) % Margin Depreciation & Amortization 1 Stock - Based Compensation $188 $149 $106 $52 $5 $10 ($11) ($9) $6 Adjusted EBIT 1 11% 10% 9% 5% 2% 4% (4%) (4%) 1% % Margin (57) (53) (43) (33) (7) (6) (9) Taxes 30% 35% 40% 63% 129% 56% (83%) % Effective Tax Rate $131 $96 $64 $19 ($2) $4 ($20) NOPAT 8% 7% 5% 2% (1%) 2% (8%) % Margin 38 32 27 23 5 5 5 Plus: Depreciation & Amortization 3 3 2 2 0 0 1 Plus: Bad Debt Expense 2 (34) (29) (20) (10) 7 10 17 Less: Increase in NWC (41) (35) (29) (25) (5) (5) (5) Less: Capital Expenditures $97 $67 $44 $8 $6 $14 ($2) Unlevered Free Cash Flow I A P P E N D I X Enterprise Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2028E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q2 '24E – '27E WACC 12.5x 11.75x 11.0x 10.25x 9.5x $2,135 $2,014 $1,892 $1,771 $1,649 2,204 2,078 1,953 1,828 1,702 2,312 2,181 2,049 1,917 1,786 2,428 2,290 2,151 2,013 1,874 2,509 2,366 2,223 2,080 1,937 12.5x 11.75x 11.0x 10.25x 9.5x $5.51 $5.17 $4.82 $4.48 $4.13 5.70 5.35 5.00 4.64 4.28 6.01 5.64 5.27 4.89 4.52 6.33 5.94 5.55 5.16 4.77 6.56 6.16 5.76 5.35 4.95 16.5% 15.5% 14.0% 12.5% 11.5% $96 98 101 104 106 Equity Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied PGR 3 at CY2028E (NTM) Adjusted EBITDA Multiple of WACC 12.5x 11.75x 11.0x 10.25x 9.5x $1,911 $1,790 $1,668 $1,547 $1,425 1,980 1,854 1,729 1,604 1,478 2,088 1,957 1,825 1,693 1,562 2,204 2,065 1,927 1,789 1,650 2,285 2,142 1,999 1,856 1,713 12.5x 11.75x 11.0x 10.25x 9.5x 13.6% 13.4% 13.2% 12.9% 12.7% 12.6% 12.4% 12.2% 12.0% 11.7% 11.1% 10.9% 10.7% 10.5% 10.2% 9.6% 9.4% 9.2% 9.0% 8.7% 8.6% 8.5% 8.3% 8.0% 7.7% 16.5% 15.5% 14.0% 12.5% 11.5% 10
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Discounted Cash Flow Analysis – Initial Management Plan ($ in millions except per share values) P R O J E C T T E M P E S T Source: Note: Tempest Management, Company filings, Wall Street research and FactSet as of 6/17/2024. DCF assumes mid - year convention and valuation date as of 3/31/2024. Adj. EBITDA burdened for restructuring charges. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $13m - $15m. Assumes acquisition of Watchful assets/talent announced 4/17/2024 is valued in line with $2.525m purchase price (including $1.25m contingent consideration; no valuation premium or discount to purchase price). D&A and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs, NOL utilization and Watchful acquisition. 1 2 3 Actuals Tempest Management Plan CY2023A Q1 CY'24A Q2 CY'24E Q3 CY'24E Q4 CY'24E CY2025E CY2026E CY2027E CY'28E / TV $380 $307 $235 $155 $31 $32 $18 $5 $93 Adjusted EBITDA 19% (43) (70) 18% (36) (59) 17% (30) (49) 13% (25) (46) 12% (5) (13) 12% (5) (11) 7% (5) (11) 2% (3) (11) 8% (22) (65) % Margin Depreciation & Amortization 1 Stock - Based Compensation $267 $213 $157 $84 $13 $16 $2 ($9) $6 Adjusted EBIT 1 13% 13% 11% 7% 5% 6% 1% (4%) 1% % Margin (76) (67) (56) (50) (27) (18) 1 Taxes 29% 31% 36% 59% 203% 111% (63%) % Effective Tax Rate $190 $146 $100 $35 ($14) ($2) $3 NOPAT 9% 9% 7% 3% (5%) (1%) 1% % Margin 43 36 30 25 5 5 5 Plus: Depreciation & Amortization 5 4 3 3 1 1 1 Plus: Bad Debt Expense 2 (41) (35) (30) (17) 5 7 16 Less: Increase in NWC (48) (40) (34) (28) (5) (5) (5) Less: Capital Expenditures $149 $111 $70 $17 ($8) $6 $20 Unlevered Free Cash Flow Enterprise Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2028E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q2 '24E – '27E WACC 12.5x 11.75x 11.0x 10.25x 9.5x $2,839 $2,679 $2,518 $2,358 $2,197 2,930 2,765 2,599 2,433 2,267 3,075 2,900 2,726 2,552 2,378 3,228 3,045 2,862 2,679 2,496 3,336 3,147 2,957 2,768 2,579 12.5x 11.75x 11.0x 10.25x 9.5x $7.49 $7.04 $6.59 $6.14 $5.68 7.75 7.28 6.82 6.35 5.88 8.15 7.66 7.17 6.68 6.19 8.59 8.07 7.56 7.04 6.53 8.89 8.36 7.82 7.29 6.76 16.5% 15.5% 14.0% 12.5% 11.5% $148 151 156 161 164 Equity Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied PGR 3 at CY2028E (NTM) Adjusted EBITDA Multiple of WACC 12.5x 11.75x 11.0x 10.25x 9.5x $2,615 $2,455 $2,294 $2,133 $1,973 2,706 2,541 2,375 2,209 2,043 2,851 2,676 2,502 2,328 2,154 3,004 2,821 2,638 2,455 2,272 3,112 2,923 2,733 2,544 2,355 12.5x 11.75x 11.0x 10.25x 9.5x 13.1% 12.9% 12.6% 12.4% 12.0% 12.1% 11.9% 11.7% 11.4% 11.1% 10.6% 10.4% 10.2% 9.9% 9.6% 9.2% 9.0% 8.7% 8.4% 8.1% 8.2% 8.0% 7.7% 7.5% 7.1% 16.5% 15.5% 14.0% 12.5% 11.5% I A P P E N D I X 11
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest NOLs Discounted Cash Flow Analysis P R O J E C T T E M P E S T Source: 1 Tempest Management. Discounted at a Cost of Equity of 14.0%, representing the midpoint of the WACC analysis Cost of Equity. I A P P E N D I X Tempest Management Plan Q2 2024E Q3 2024E Q4 2024E CY2025E CY2026E CY2027E CY2028E CY2029E+ Depletion Schedule ($ in millions) Actuals Q1 2024A Gross Tax Effected NOL Balance Corporate Entity Tax Rate Depletion By NOL Balance U.S. NOLs $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.2 0.2 0.2 0.3 0.1 0.1 0.1 0.5 0.5 0.5 0.5 1.1 TWUSA 4.4% 31 - Dec - 39 $0.4 $0.0 TWUSA 6.0% 31 - Dec - 29 0.4 0.0 TWUSA 9.8% 31 - Dec - 34 0.0 0.0 TWUSA 7.9% 31 - Dec - 39 0.2 0.0 TRACQ 21.0% 31 - Dec - 30 5.0 1.0 TRHLD 21.0% 31 - Dec - 30 17.6 3.7 $0.2 $0.2 $0.2 $0.7 $0.7 $0.7 $0.7 $1.4 Total US $23.6 $4.8 Non - U.S. NOLs $0.1 $0.1 $0.1 $0.2 $0.2 $0.2 - - 0.2 0.2 0.2 0.6 0.6 0.6 0.6 6.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.1 0.1 0.1 0.5 0.5 0.5 0.5 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.4 0.1 0.1 0.1 0.4 0.4 0.4 0.4 - 0.0 0.0 0.0 0.1 0.1 - - - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.0 0.0 0.0 0.1 0.1 0.1 0.1 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - TWAUI 30.0% 31 - Dec - 27 $2.7 $0.8 TWBRA 34.0% 31 - Dec - 38 27.8 9.4 TWBRZ 34.0% 31 - Dec - 38 1.4 0.5 TWCAD 26.5% 31 - Dec - 28 8.8 2.3 TWFIN 20.0% 31 - Dec - 31 4.6 0.9 TWDEU 17.5% 31 - Dec - 28 11.9 2.1 TWDEU 15.8% 31 - Dec - 26 1.1 0.2 TWHKG 16.5% 31 - Dec - 34 1.9 0.3 TWITA 27.9% 31 - Dec - 28 1.1 0.3 TWNET 25.8% 31 - Dec - 34 5.9 1.5 TWNZL 28.0% 31 - Dec - 28 0.1 0.0 TWSWI 19.7% 31 - Dec - 28 0.1 0.0 UKHLD 25.0% 31 - Dec - 28 2.7 0.7 TWVNM 20.0% 31 - Dec - 28 0.9 0.2 $0.6 $0.6 $0.6 $2.4 $2.4 $2.4 $2.1 $8.1 Total Non - US $70.7 $19.2 $0.8 $0.8 $0.8 $3.1 $3.1 $3.1 $2.8 $9.5 Total $94.3 $24.0 Discount factor 1 Discounted Cash Flow Benefit 1.0 0.8 1.0 0.8 0.9 0.7 0.8 2.7 0.7 2.3 0.7 2.0 0.6 1.6 3.2 PV of NOLs as of March 31, 2024 1 $14.1 WACC Implied Cost of Equity Implied PV of NOLs $13.1 16.5% 16.5% 13.5 15.5% 15.5% 14.1 14.0% 14.0% 14.7 12.5% 12.5% 15.2 11.5% 11.5% 12
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions ($ in billions) P R O J E C T T E M P E S T Tempest WACC Analysis 4 5 6 7 8 Source: Kroll, company filings, Wall Street research and FactSet as of 6/17/2024. Note: Bloomberg Global Raw Beta and Barra Predicted World Beta are both shown as of 5/31/2024. 1 Based on Tempest’s current price of $2.74 (as of 6/17/2024). 2 Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Net Debt/Equity)]. 3 Several Endava metrics (including Equity Value and Enterprise Value) cannot be calculated at present due to insufficient disclosures related to the 4/10/24 acquisition of GalaxE (principally cash vs. stock consideration mix). Represents 10 - Year Government Bond Yields weighted by Country revenue exposure as of 6/17/2024. Historical long - term equity risk premium (7.17%): large company stock total returns minus long - term government bond income returns. (Source: Kroll December 2023). Low end of range: Kroll recommended equity risk premium (5.50%) as of February 2024; high end of range: historical long - term equity risk premium (7.17%) as of December 2023. (Source: Kroll). Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). Weighted Average Cost of Capital = (Post - Tax Cost of Debt)(Net Debt/Cap) + (Cost of Equity)(Equity/Cap). Barra Predicted Beta Bloomberg Historical Beta Capital Structure Unlevered Levered Unlevered Levered Net Debt/ Net Debt/ Market Beta Beta 2 Beta Beta 2 Equity Cap. Value Company 1.95 1.65 1.10 0.93 (19%) (24%) $10.4 EPAM Systems 1.54 1.56 0.77 0.78 1% 1% 7.1 Globant NM NM NM NM NM NM NM Endava 3 1.10 1.09 1.05 1.04 (1%) (1%) 184.1 Accenture 1.17 1.24 0.79 0.84 8% 8% 34.8 Capgemini 1.03 0.99 0.99 0.95 (5%) (5%) 32.9 Cognizant Tech 1.10 1.09 0.79 0.84 (5%) (5%) Peer 25th Percentile 1.17 1.24 0.99 0.93 (1%) (1%) Peer Median 1.54 1.56 1.05 0.95 1% 1% Peer 75th Percentile 1.74 1.60 0.93 0.85 (9%) (11%) Digital IT Services Median 1.10 1.09 0.99 0.95 (1%) (1%) Diversified IT Services Median 1.51 1.77 1.13 1.32 24% 1 19% 1 $0.9 1 Tempest d WACC Implie Implied Cost of Equity ty Range Sensitivi WACC High Low High Low High Low Assumptions 16.4% 11.4% 16.4% 11.4% 1.70 1.00 1.51 Unlevered Beta 14.8% 15.2% 16.4% 14.0% 15.0% (15.0%) 0.0% Target Net Debt/Capitalization 0.0% Target Net Debt/Equity 1.0 Levering Factor 1.51 Levered Beta 2 26.75% Tax Rate 15.0% 12.5% 15.0% 12.5% 7.17% 6 5.50% 6 4.24% 7.17% Risk - Free Rate of Return 4 Equity Risk Premium 5 15.0% Cost of Equity 7 8.0% Pre - Tax Cost of Debt 5.9% Post - Tax Cost of Debt 15.0% WACC 8 I A P P E N D I X 13
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Country - Weighted Risk - Free Rate Analysis P R O J E C T T E M P E S T Source: Tempest Management, Trading Economics and FactSet as of 6/17/2024. 1 Yields are for 10 - year local currency government bonds as of 6/17/2024. All yields retrieved from FactSet unless otherwise noted. 2 Chile’s 10 - year government bond yield is retrieved from Trading Economics and is as of 6/17/2024. 3 Ecuador does not have an active local currency bond market – analysis applied U.S. treasury yield as a proxy as Ecuador’s economy is fully dollarized. 4 Yield weighted by CY2024E revenue share. Yield (%) 1 CY2024E Revenue Share (%) Country 4.27% 32.7% US 2.41% 13.2% Germany 4.11% 12.0% Australia 7.04% 9.4% India 4.10% 8.2% UK 3.16% 6.7% Singapore 2.27% 5.6% China 3.32% 3.1% Canada 12.13% 2.7% Brazil 3.30% 1.7% Spain 5.99% 2 1.3% Chile 3.93% 1.2% Italy 2.76% 0.8% Thailand 4.27% 3 0.3% Ecuador 2.76% 0.3% Netherlands 3.03% 0.3% Finland 6.87% 0.2% Romania 3.55% 0.2% Hong Kong 4.59% 0.0% New Zealand 0.71% 0.0% Switzerland 4.24% Country - Weighted Risk - Free Rate 4 I A P P E N D I X 14
Final Bid Premium to Initial Bid Premium to 1 - Month VWAP (Unaffected) 5,6 Unaffected Share Price 6 Closing Share Price Before Initial Bid 4 Initial to Final Bid Increase 1 - Month VWAP (at Initial Bid) 5 Closing Share Price Before Initial Bid 4 Implied Equity Value 3 % of Equity Owned 2 Acquiror Target Date 35% 47% 47% 15% 18% 29% $2.9 83% Light & Wonder SciPlay Aug - 23 18% 24% 60% 29% (4%) 24% 2.4 72% BDT Capital Weber Dec - 22 105% 143% 93% 17% 48% 66% 0.8 75% TPG Capital Convey Jun - 22 100% 96% 101% 30% 50% 55% 0.6 72% Sumitovant Biopharma Urovant Nov - 20 59% 59% 61% 13% 37% 42% 1.9 76% Ionis Pharmaceuticals Akcea Aug - 20 61% 50% 52% 23% 9% 24% 0.7 57% Dufry AG Hudson Aug - 20 42% 45% 45% 12% 28% 30% 3.7 72% KYOCERA Corp AVX Nov - 19 41% 29% 34% 3% 41% 30% 5.1 57% Roche Foundation Medicine Jun - 18 31% 58% 67% 2% 28% 63% 0.3 64% Investor Group Synutra Nov - 16 133% 101% 101% 43% 63% 41% 1.7 82% Icahn Federal - Mogul Sep - 16 13% 2% 2% Nil 13% 2% 1.8 90% Hallmark Crown Media Mar - 16 33% 37% 46% 7% 15% 26% $0.8 68% 25th Percentile 58% 60% 60% 17% 30% 37% $2.0 73% Mean 42% 50% 60% 15% 28% 30% $1.8 72% Median 80% 78% 80% 26% 44% 48% $2.6 79% 75th Percentile 56% 52% 87% 13% 34% 66% $1.6 61% Tempest For illustration only, Tempest “Final Bid” data represents Atlas 5/23 counterproposal 7 Source: Atlas Bid Proposals (as of 5/23/2024 and 3/22/2024), Tempest Management and company filings. 3. Implied Equity Value calculated as final bid price multiplied by FDSO. 15 1. All cash, minority transactions with U.S. targets and over $100m in equity consideration over the 4. Reflects unaffected date of first bid. DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Premia in Selected Precedent Minority Transactions 1 by Controlling Shareholder ($ in billions) P R O J E C T T E M P E S T last 8 years with offers from only single acquiror. Excludes transactions in real - estate, energy, 5. financial institutions and oil and gas industries. 6. Based on issued and outstanding common stock, on a non - diluted basis. 7. 2. Reflects 1 calendar month. Reflects unaffected date prior to bid announcement, transaction agreement or market rumors. Tempest Final Bid premia calculated as of 5/22/2024 (trading day prior to latest Atlas bid). I A P P E N D I X
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Financial Sponsor Acquirors All Acquirors Historical Premia Paid Analysis – All - Cash Transactions (Last 5 Years) P R O J E C T T E M P E S T Source: Note: FactSet as of 6/17/2024. Analysis includes all technology and IT services M&A majority transactions since Jun - 19 with public targets and deal values greater than $500 million. Premia represent purchase price premia relative to unaffected share prices. 57% 34% 25% 75th Percentile Median 25th Percentile 53% 34% 24% 75th Percentile Median 25th Percentile N = 79 N = 49 I A P P E N D I X 16
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $84 $133 $177 Long Term Forecast – June Management Plan ($ in millions) P R O J E C T T E M P E S T Source: Tempest Management and FactSet as of 6/17/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 3 Excludes stock - based compensation, associated payroll taxes and D&A. Tempest Adjusted Gross Profit broker consensus estimates unavailable for CY2026E. Excludes stock - based compensation, associated payroll taxes and non - recurring items. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 11% organic decline in CY’24E due to ongoing macro weakness and reorg - related disruptions, increasing to ~20% growth by 2027 as assumed market recovery brings demand back to historical levels Gross Margins to remain low in CY’24E due to recent declines in ABR and slower - than - hoped cost cutting, rising from CY’26E onwards to ~40% as utilization hits historical highs and ABR growth exceeds wage growth EBITDA margins more than double by 2026 due to Gross Margin gains above, S&M efficiencies and ~100 basis points per year of other (non - S&M) operating margin improvements Observations & Assumptions Actuals Plan Adj. EBITDA Margin (%) Organic growth 1 (%) +4% +31% I A P P E N D I X $803 $1,070 $1,296 $1,127 $1,001 $1,046 $1,204 $1,446 $1,728 $1,009 $1,086 $1,246 +19% (15%) +20% +20% +4% +8% +15% +15% (11%) (10%) $337 $473 $540 $407 $337 $389 $473 $573 $680 $349 $382 17% 16% 15% 11% 6% 10% 20% 21% 19% 14% 12% 8% $287 $232 $175 $117 $65 $112 $257 $224 $153 Adj. Gross Profit Margin (%) 42% 44% 42% 36% 37% 35% 39% 40% 39% 34% 35% Tempest Broker Consensus 17
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $84 $133 $177 Long Term Forecast – Initial Management Plan ($ in millions) P R O J E C T T E M P E S T Source: Tempest Management and FactSet as of 6/17/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 3 Excludes stock - based compensation, associated payroll taxes and D&A. Tempest Adjusted Gross Profit broker consensus estimates unavailable for CY2026E. Excludes stock - based compensation, associated payroll taxes and non - recurring items. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 Observations & Assumptions Actuals Plan Adj. EBITDA Margin (%) Organic growth 1 (%) +4% +31% I A P P E N D I X $803 $1,070 $1,296 $1,127 $1,037 $1,152 $1,396 $1,676 $2,004 $1,009 $1,086 $1,246 +19% (15%) +20% +20% +11% +8% +21% +15% (8%) (10%) $337 $473 $540 $407 $370 $451 $576 $697 $828 $349 $382 19% 18% 17% 13% 9% 10% 20% 21% 19% 14% 12% 8% $380 $307 $235 $155 $92 $112 $257 $224 $153 Adj. Gross Profit Margin (%) 42% 44% 42% 36% 39% 35% 41% 42% 41% 36% 35% Initial Management Plan called for an earlier recovery in the demand environment that drove growth to rebound to 11% in 2025 and exceed 20% by 2026 Cost structure evolution assumptions are in line with the June Management Plan, but Adjusted Gross Margins are higher due primarily to higher ABRs, offset partially by lower utilization Tempest Broker Consensus 18
Exhibit (c)(xvii)
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions D I S C U S S I O N M AT E R I A L S Project Tempest J U L Y 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions 3 Q4’23 (February 27, 2024) Tempest missed Q4’23 consensus Revenue by 6% and Q4’23 consensus Adjusted EBITDA by 55% Tempest Stock Price Update ($ per share) P R O J E C T T E M P E S T Source: Company filings and FactSet as of 6/28/2024. Tempest Share Price Performance Since June 2023 1.50 2.50 3.50 4.50 5.50 6.50 7.50 $8.50 1 2 % % Denotes share price reaction to earnings release (29%) (26%) +14% 3 1 Q2’23 (August 8, 2023) Tempest missed Q2’23 consensus Revenue by 5% and consensus Adjusted EBITDA by 36% , and revised CY’23 Revenue and Adjusted EBITDA guidance downwards by 10% and 41%, respectively 2 Q3’23 (November 7, 2023) Tempest beat Q3’23 consensus Revenue by 1% and consensus Adjusted EBITDA by 20% and narrowed the FY’23 Revenue guidance range, while revising FY’23 Adjusted EBITDA guidance downwards 3% Commentary 4 Q1’24 (May 7, 2024) Tempest beat Q1’24 consensus Revenue by 2% and missed Q1’24 consensus Adjusted EBITDA by 22% , and raised the FY’24 Revenue guidance range, while maintaining the FY’24 Adjusted EBITDA Margin guidance range. Finally, it was announced that CEO Xiao Guo will step down and be replaced by Mike Sutcliff 4 +20% 3
($ in billions except per share values unless otherwise stated) DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Preliminary Valuation Summary: June Management Plan Source: Note: Tempest Management, Company filings, Wall Street research and FactSet as of 6 / 28 / 2024 . 1 Implied share prices based on Tempest’s balance sheet and FDSO as of 3 / 31 / 2024 . Assumes 2 acquisition of Watchful assets/talent announced 4 / 17 / 2024 is valued in line with $ 2 . 525 m 3 purchase price (including $ 1 . 25 m contingent consideration ; no valuation premium or discount to purchase price) . As of 3/31/2024. Applied to Tempest current/unaffected price (6/28/2024). Represents controlling shareholder final bid premia to unaffected share price prior to offer announcement or market rumors for minority stakes in public companies. 9 $ 5 Commentary Implied EV Implied Share Price ($) Input Based on EV/CY2024E Adjusted EBITDA multiples of global peers Low: 9.5x (25 th percentile of global peers: 9.7x) High: 13.5x (75 th percentile of global peers: 13.4x) $0.6 – $0.9 $1.93 $1.16 $65m EV / CY2024E Adjusted EBITDA Public Comparables Based on EV/CY2025E Adjusted EBITDA multiples of global peers Low: 9.0x (25 th percentile of global peers: 8.9x) High: 12.5x (75 th percentile of global peers: 12.5x) EV / CY2025E Adjusted EBITDA $1.1 – $1.5 $3.60 44 $2. $117m Based on EV/LTM Adjusted EBITDA multiples of precedent comparable IT services transactions Low: 9.5x (Sitel Group/Sykes: 9.4x) High: 17.0x (Capgemini/iGate: 17.0x) $0.8 – $1.4 $3.49 $1.69 $83m 1 EV / LTM Adjusted EBITDA Precedent Transactions Based on June Management Plan WACC of 11.5% – 16.5%, Terminal Value multiple of 9.5x – 13.5x NTM Adjusted EBITDA $1.6 – $2.7 $4.13 $7.10 5 - year Plan June Management Plan DCF Based on Initial Management Plan WACC of 11.5% – 16.5%, Terminal Value multiple of 9.5x – 13.5x NTM Adjusted EBITDA $9.60 $2.2 – $3.6 $5.68 5 - year Plan Initial Management Plan DCF Based on EV/CY2024E Adjusted EBITDA multiples of global peers (9.5x to 13.5x as above) $0.8 – $1.1 $2.71 $1.72 $85m EV / CY2024E Adj. EBITDA (Consensus) Based on EV/CY2025E Adjusted EBITDA multiples of global peers (9.0x to 12.5x as above) $1.2 – $1.7 0 $4.23 . $2 $134m EV / CY2025E Adj. EBITDA (Consensus) 52 - Week High close of $7.88 on 7/13/23 52 - Week Low close of $2.25 on 5/3/24 $1.0 – $3.0 $7.88 25 $2. $2.25 to $7.88 52 - Week Trading Range For Reference Only Wedbush Securities (5/7/24): Price target of $6.00 Goldman Sachs (6/24/24): Price target of $2.50 $1.1 – $2.3 $6.00 50 $2. $2.50 to $6.00 Analyst Price Targets Based on premia paid in selected precedent minority transactions by Controlling Sh t a h reholder th 2,3 Low: 37% (25 percentile); High: 78% (75 percentile) $1.6 – $2.0 89 $5.06 3. 37% to 78% Minority Squeeze - Outs Premia Based on premia paid by Financial Sponsor acquirors in all - cash tech and IT servic th es majority transactions th 2 Low: 24% (25 percentile); High: 56% (75 percentile) nd (7/1/24) $1.4 – $1.8 < Atlas Offers (3/22/24) , (5/23/24) , a 2 $4.43 24) $4.00 $4.25 $4.50 . 8/ $3 - Current (6/2 24% to 56% $2.84 Tech and IT Services Premia 4
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Analysis at Various Prices ($ in billions except per share values or as otherwise stated) Tempest Counter 5/14 Tempest Counter 6/5 Atlas Counter 5/23 Atlas Counter 7/1 Atlas Offer 3 / 22 Current Share Price 6/28 $8.00 $7.25 $7.50 $4.50 $5.00 $5.50 $6.00 $6.50 $7.00 $4.25 $4.00 $2.84 Price Per Share 182% 155% 1c4% 58% 7c% S4% 111% 12S% 14c% 50% 41% 0% % vs. Current as of c/28/24 (:2.84) 185% 15S% 1c8% c1% 78% Sc% 114% 132% 150% 52% 43% 1% % vs. 1 - Month VWAP as of c/28/24 (:2.80) 178% 152% 1c1% 5c% 74% S1% 10S% 12c% 143% 48% 3S% (1%) % vs. 2 - Month VWAP as of c/28/24 (:2.88) 1S0% 1c3% 172% c3% 81% SS% 117% 13c% 154% 54% 45% 3% % vs. 3 - Month VWAP as of c/28/24 (:2.7c) 2% (8%) (5%) (43%) (37%) (30%) (24%) (18%) (11%) (4c%) (4S%) (c4%) % vs. 52 - Week High 1 as of c/28/24 (:7.88) 349.5 348.9 349.1 345.4 346.2 346.9 347.6 348.2 348.7 345.0 344.5 341.2 FDSO $2.8 $2.5 $2.6 $1.6 $1.7 $1.9 $2.1 $2.3 $2.4 $1.5 $1.4 $1.0 Implied Equity Value 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 Plus: Debt (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) Less: Cash $3.0 $2.8 $2.8 $2.7 $2.5 $2.3 $2.1 $2.0 $1.8 $1.7 $1.6 $1.2 Implied Enterprise Value 2.7x 2.5x 2.4x 2.4x 2.2x 2.0x 1.9x 1.7x 1.6x 1.5x 1.4x 1.1x :1,127m CY’23A Implied EV / Revenue June Management Plan 3.0x 2.8x 2.7x 2.7x 2.5x 2.3x 2.1x 1.9x 1.8x 1.7x 1.6x 1.2x :1,001m CY’24E 2.9x 2.7x 2.6x 2.5x 2.4x 2.2x 2.0x 1.9x 1.7x 1.6x 1.5x 1.1x :1,04cm CY’25E 27.1x 25.5x 24.7x 23.9x 22.3x 20.7x 19.1x 17.5x 15.9x 15.1x 14.3x 10.7x :112m CY’23A Implied EV / Adjusted EBITDA 46.6x 43.9x 42.5x 41.1x 38.4x 35.7x 32.9x 30.2x 27.4x 26.1x 24.7x 18.4x :c5m CY’24E 25.8x 24.3x 23.6x 22.8x 21.3x 19.8x 18.2x 16.7x 15.2x 14.5x 13.7x 10.2x :117m CY’25E Metric Source: 1 Tempest Management, Company filings and FactSet as of 6/28/2024. Tempest 52 - Week High of $7.88 occurred on 7/13/2023. 5
C O N F I D E N T I A L P R O J E C T T E M P E S T Appendix I
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Source: Wall Street research and FactSet as of 6/28/2024. Note: Tempest completed its IPO on September 15, 2021. 1 J.P. Morgan has withdrawn its price target in recent research. 2 Wolfe Research has not provided a price target to accompany recent “Peer Perform” rating. 3 William Blair has stated “Market Perform” rating in recent research without naming a specific price target. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $0 $5 $10 $15 $20 $25 $30 $35 $40 10/2021 12/2021 02/2022 04/2022 06/2022 08/2022 10/2022 12/2022 02/2023 04/2023 06/2023 08/2023 10/2023 12/2023 02/2024 04/2024 Current Buy Hold Sell Share Price Target Price Price Per Share Percentage of Broker Recommendations Target Price Rating Firm Date $6.00 Buy 05/07/2024 5.00 Hold 06/28/2024 3.50 Hold 05/07/2024 3.40 Hold 05/24/2024 3.00 Hold 06/06/2024 2.50 Sell 06/24/2024 – 1 Buy 05/20/2024 – 2 Hold 05/08/2024 – 3 Hold 05/07/2024 $6.00 High $2.50 Low $3.90 Mean $3.45 Median $2.84 Current Share Price 21.5% % Median Above (Below) Current As of 6/28/24 Broker Target Prices and Recommendations ($ per share) Summary of Broker Target Prices and Recommendations Broker Recommendations Monthly Evolution Since IPO I A P P E N D I X 7
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Companies Analysis ($ in billions) Enterprise Value / P R O J E C T T E M P E S T Source: Company filings, Wall Street research and FactSet as of 6/28/2024. Note: Years refer to calendar years. 1 All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 2 Organic revenue growth figures are shown where available. 3 Several Endava metrics (including Equity Value, Enterprise Value, and CY2024E Revenue and EBITDA on a pro forma basis) cannot be calculated at present due to insufficient disclosures related to the 4/10/24 acquisition of GalaxE (principally cash vs. stock consideration mix and its pro forma contribution to Revenue and EBITDA). 10% 3% 1% 18% 18% 18% 33% 33% 32% 11.6x 12.7x 13.0x 12.9x 2.09x 2.32x 2.43x 25th Percentile 13% 7% 4% 19% 18% 19% 34% 34% 34% 12.4 13.7 14.2 14.8 2.33 2.65 2.90 Mean 13% 7% 4% 19% 18% 19% 34% 34% 34% 12.4 13.7 14.2 14.8 2.33 2.65 2.90 Median 15% 11% 8% 19% 19% 20% 36% 36% 36% 13.2 14.8 15.3 16.7 2.58 2.98 3.36 75th Percentile Diversified IT Services 5% 2% 3% 22% 22% 22% 33% 33% 32% 12.5x 13.3x 13.4x 13.8x 2.78x 2.93x 3.00x $193.2 $194.9 (22%) 8% Accenture 6% 1% 4% 17% 16% 16% 27% 27% 27% 8.9 9.5 9.7 10.0 1.48 1.57 1.58 38.2 35.4 (18%) 17% Capgemini 4% (0%) (1%) 19% 19% 19% 35% 34% 35% 8.3 8.7 8.9 9.0 1.62 1.69 1.69 32.6 34.1 (15%) 7% Cognizant Tech 5% 0% 1% 18% 18% 17% 30% 30% 30% 8.6x 9.1x 9.3x 9.5x 1.55x 1.63x 1.63x 25th Percentile 5% 1% 2% 19% 19% 19% 31% 31% 31% 9.9 10.5 10.6 10.9 1.96 2.06 2.09 Mean 5% 1% 3% 19% 19% 19% 33% 33% 32% 8.9 9.5 9.7 10.0 1.62 1.69 1.69 Median 6% 2% 3% 21% 20% 20% 34% 34% 33% 10.7 11.4 11.5 11.9 2.20 2.31 2.34 75th Percentile 5% (0%) (1%) 17% 17% 18% 31% 31% 31% 8.9x 9.5x 9.7x 10.0x 1.62x 1.69x 1.69x Global 25th Perc. 8% 4% 3% 19% 19% 19% 33% 33% 33% 10.9 11.8 12.1 12.5 2.11 2.30 2.41 Global Mean 6% 1% 3% 19% 19% 19% 33% 33% 32% 10.7 11.6 11.8 11.0 1.84 1.99 1.96 Global Median 8% 2% 4% 20% 20% 21% 35% 34% 35% 12.5 13.3 13.4 13.8 2.78 2.93 3.00 Global 75th Perc. % Ch. 52 Wk. Equity Enterprise Revenue Adj. EBITDA 1 Gross Margin Adj. EBITDA Margin 1 Revenue Growth 2 $9.2 $11.2 (40%) 10% Digital IT Services EPAM Systems 8.0 8.0 (29%) 17% Globant '24 – '25 '23 – '24 '22 – '23 25E 24E 23A/E 25E 24E 23A/E 25E NTM 24E 23A/E 25E 24E Company Low High Value Value 23A/E 8% (1%) (3%) 17% 17% 18% 31% 31% 31% 10.7x 11.6x 11.8x 11.0x 1.84x 1.99x 1.96x 17% 16% 11% 20% 20% 21% 38% 38% 38% 14.0 15.8 16.5 18.6 2.82 3.31 3.83 NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM (63%) 18% Endava 3 I A P P E N D I X 8
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Precedent Transactions ($ in millions unless otherwise stated) P R O J E C T T E M P E S T Source: Company filings and Wall Street research. Note: All EBITDA figures calculated on a pre - SBC basis where available. 1 Through an affiliate of BPEA Private Equity Fund VIII. 2 DXC (State C Local HHS Business) and Aricent EBITDA multiples are shown as disclosed by the respective companies and may be burdened for SBC due to lack of available information. EV / LTM Adj. EBITDA Enterprise Value Target Acquiror Announcement Date 16.8x $2,966 Perficient EQT 1 May - 24 9.4 $2,160 Sykes Sitel Group Jun - 21 16.4 $1,993 Virtusa Baring Private Equity Sep - 20 12.5 2 $5,000 DXC ( HHS Business ) Veritas Capital Mar - 20 11.2 €5,078 Altran Capgemini Jun - 19 15.3 $1,989 Luxoft DXC Jan - 19 13.3 $3,586 Syntel Atos Jul - 18 10.6 2 $2,000 Aricent Altran Nov - 17 17.0 $4,603 iGate Capgemini Apr - 15 16.1 $3,402 Sapient Publicis Nov - 14 11.5x 25th Percentile 13.Gx Mean 14.3x Median 16.4x 75th Percentile I A P P E N D I X 9
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions ($ in millions except per share values) P R O J E C T T E M P E S T Tempest Discounted Cash Flow Analysis – June Management Plan Source: Note: Tempest Management, Company filings, Wall Street research and FactSet as of 6/28/2024. DCF assumes mid - year convention and valuation date as of 3/31/2024. Adj. EBITDA burdened for restructuring charges. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Due to de minimis pre - tax income in near term periods in the June Management Plan, implied effective tax rates are non - meaningful; the analysis has been updated to utilize projections of unlevered tax provided by Tempest management. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $13m - $15m. Assumes acquisition of Watchful assets/talent announced 4/17/2024 is valued in line with $2.525m purchase price (including $1.25m contingent consideration; no valuation premium or discount to purchase price). DCA and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs, NOL utilization and Watchful acquisition. 1 2 3 Actuals Tempest Management Plan CY2023A Q1 CY'24A Q2 CY'24E Q3 CY'24E Q4 CY'24E CY2025E CY2026E CY2027E CY'28E / TV $287 $232 $175 $117 $23 $26 $5 $5 $93 Adjusted EBITDA 17% 1c% 15% 11% S% 10% 2% 2% 8% % Margin (38) (32) (27) (23) (5) (5) (5) (3) (22) Depreciation C Amortization 1 (60) (51) (42) (42) (13) (11) (11) (11) (65) Stock - Based Compensation $188 $149 $106 $52 $5 $10 ($11) ($9) $6 Adjusted EBIT 1 11% 10% S% 5% 2% 4% (4%) (4%) 1% % Margin (57) (53) (43) (33) (7) (6) (9) Taxes 30% 35% 40% c3% 12S% 5c% (83%) % Effective Tax Rate $131 $96 $64 $19 ($2) $4 ($20) NOPAT 8% 7% 5% 2% (1%) 2% (8%) % Margin 38 32 27 23 5 5 5 Plus: Depreciation C Amortization 3 3 2 2 0 0 1 Plus: Bad Debt Expense 2 (34) (29) (20) (10) 7 10 17 Less: Increase in NWC (41) (35) (29) (25) (5) (5) (5) Less: Capital Expenditures $97 $67 $44 $8 $6 $14 ($2) Unlevered Free Cash Flow I A P P E N D I X Enterprise Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2028E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q2 '24E – '27E WACC 13.5x 12.5x 11.5x 10.5x S.5x $2,297 $2,135 $1,973 $1,811 $1,649 2,371 2,204 2,037 1,869 1,702 2,488 2,312 2,137 1,961 1,786 2,612 2,428 2,243 2,059 1,874 2,700 2,509 2,318 2,128 1,937 13.5x 12.5x 11.5x 10.5x S.5x $5.96 $5.51 $5.05 $4.59 $4.13 6.17 5.70 5.23 4.76 4.28 6.50 6.01 5.51 5.02 4.52 6.85 6.33 5.81 5.29 4.77 7.10 6.56 6.03 5.49 4.95 16.5% 15.5% 14.0% 12.5% 11.5% $96 98 101 104 106 Equity Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied PGR 3 at CY2028E (NTM) Adjusted EBITDA Multiple of WACC 13.5x 12.5x 11.5x 10.5x S.5x $2,073 $1,911 $1,749 $1,587 $1,425 2,147 1,980 1,812 1,645 1,478 2,264 2,088 1,913 1,737 1,562 2,388 2,204 2,019 1,835 1,650 2,476 2,285 2,094 1,903 1,713 13.5x 12.5x 11.5x 10.5x S.5x 13.8% 13.6% 13.3% 13.0% 12.7% 12.8% 12.6% 12.3% 12.0% 11.7% 11.3% 11.1% 10.9% 10.6% 10.2% 9.8% 9.6% 9.4% 9.1% 8.7% 8.9% 8.6% 8.4% 8.1% 7.7% 16.5% 15.5% 14.0% 12.5% 11.5% 10
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest Discounted Cash Flow Analysis – Initial Management Plan ($ in millions except per share values) P R O J E C T T E M P E S T Source: Note: Tempest Management, Company filings, Wall Street research and FactSet as of 6/28/2024. DCF assumes mid - year convention and valuation date as of 3/31/2024. Adj. EBITDA burdened for restructuring charges. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $13m - $15m. Assumes acquisition of Watchful assets/talent announced 4/17/2024 is valued in line with $2.525m purchase price (including $1.25m contingent consideration; no valuation premium or discount to purchase price). DCA and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs, NOL utilization and Watchful acquisition. 1 2 3 Actuals Tempest Management Plan CY2023A Q1 CY'24A Q2 CY'24E Q3 CY'24E Q4 CY'24E CY2025E CY2026E CY2027E CY'28E / TV $380 $307 $235 $155 $31 $32 $18 $5 $93 Adjusted EBITDA 1S% (43) (70) 18% (36) (59) 17% (30) (49) 13% (25) (46) 12% (5) (13) 12% (5) (11) 7% (5) (11) 2% (3) (11) 8% (22) (65) % Margin Depreciation C Amortization 1 Stock - Based Compensation $267 $213 $157 $84 $13 $16 $2 ($9) $6 Adjusted EBIT 1 13% 13% 11% 7% 5% c% 1% (4%) 1% % Margin (76) (67) (56) (50) (27) (18) 1 Taxes 2S% 31% 3c% 5S% 203% 111% (c3%) % Effective Tax Rate $190 $146 $100 $35 ($14) ($2) $3 NOPAT S% S% 7% 3% (5%) (1%) 1% % Margin 43 36 30 25 5 5 5 Plus: Depreciation C Amortization 5 4 3 3 1 1 1 Plus: Bad Debt Expense 2 (41) (35) (30) (17) 5 7 16 Less: Increase in NWC (48) (40) (34) (28) (5) (5) (5) Less: Capital Expenditures $149 $111 $70 $17 ($8) $6 $20 Unlevered Free Cash Flow Enterprise Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2028E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q2 '24E – '27E WACC 13.5x 12.5x 11.5x 10.5x S.5x $3,053 $2,839 $2,625 $2,411 $2,197 3,151 2,930 2,709 2,488 2,267 3,307 3,075 2,842 2,610 2,378 3,472 3,228 2,984 2,740 2,496 3,588 3,336 3,084 2,831 2,579 13.5x 12.5x 11.5x 10.5x S.5x $8.09 $7.49 $6.89 $6.29 $5.68 8.37 7.75 7.13 6.50 5.88 8.81 8.15 7.50 6.85 6.19 9.27 8.59 7.90 7.21 6.53 9.60 8.89 8.18 7.47 6.76 16.5% 15.5% 14.0% 12.5% 11.5% $148 151 156 161 164 Equity Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied PGR 3 at CY2028E (NTM) Adjusted EBITDA Multiple of WACC 13.5x 12.5x 11.5x 10.5x S.5x $2,829 $2,615 $2,401 $2,187 $1,973 2,927 2,706 2,485 2,264 2,043 3,083 2,851 2,618 2,386 2,154 3,248 3,004 2,760 2,516 2,272 3,364 3,112 2,860 2,607 2,355 13.5x 12.5x 11.5x 10.5x S.5x 13.4% 13.1% 12.8% 12.5% 12.0% 12.4% 12.1% 11.8% 11.5% 11.1% 10.9% 10.6% 10.4% 10.0% 9.6% 9.4% 9.2% 8.9% 8.5% 8.1% 8.4% 8.2% 7.9% 7.6% 7.1% 16.5% 15.5% 14.0% 12.5% 11.5% I A P P E N D I X 11
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest NOLs Discounted Cash Flow Analysis P R O J E C T T E M P E S T Source: 1 Tempest Management. Discounted at a Cost of Equity of 14.0%, representing the midpoint of the WACC analysis Cost of Equity. I A P P E N D I X Tempest Management Plan Q2 2024E Q3 2024E Q4 2024E CY2025E CY2026E CY2027E CY2028E CY2029E+ Depletion Schedule ($ in millions) Actuals Q1 2024A Gross Tax Effected NOL Balance Corporate Entity Tax Rate Depletion By NOL Balance U.S. NOLs $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.2 0.2 0.2 0.3 0.1 0.1 0.1 0.5 0.5 0.5 0.5 1.1 TWUSA 4.4% 31 - Dec - 39 $0.4 $0.0 TWUSA 6.0% 31 - Dec - 29 0.4 0.0 TWUSA 9.8% 31 - Dec - 34 0.0 0.0 TWUSA 7.9% 31 - Dec - 39 0.2 0.0 TRACQ 21.0% 31 - Dec - 30 5.0 1.0 TRHLD 21.0% 31 - Dec - 30 17.6 3.7 $0.2 $0.2 $0.2 $0.7 $0.7 $0.7 $0.7 $1.4 Total US $23.6 $4.8 Non - U.S. NOLs $0.1 $0.1 $0.1 $0.2 $0.2 $0.2 - - 0.2 0.2 0.2 0.6 0.6 0.6 0.6 6.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.1 0.1 0.1 0.5 0.5 0.5 0.5 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.4 0.1 0.1 0.1 0.4 0.4 0.4 0.4 - 0.0 0.0 0.0 0.1 0.1 - - - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.0 0.0 0.0 0.1 0.1 0.1 0.1 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.1 0.1 0.1 0.1 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - TWAUI 30.0% 31 - Dec - 27 $2.7 $0.8 TWBRA 34.0% 31 - Dec - 38 27.8 9.4 TWBRZ 34.0% 31 - Dec - 38 1.4 0.5 TWCAD 26.5% 31 - Dec - 28 8.8 2.3 TWFIN 20.0% 31 - Dec - 31 4.6 0.9 TWDEU 17.5% 31 - Dec - 28 11.9 2.1 TWDEU 15.8% 31 - Dec - 26 1.1 0.2 TWHKG 16.5% 31 - Dec - 34 1.9 0.3 TWITA 27.9% 31 - Dec - 28 1.1 0.3 TWNET 25.8% 31 - Dec - 34 5.9 1.5 TWNZL 28.0% 31 - Dec - 28 0.1 0.0 TWSWI 19.7% 31 - Dec - 28 0.1 0.0 UKHLD 25.0% 31 - Dec - 28 2.7 0.7 TWVNM 20.0% 31 - Dec - 28 0.9 0.2 $0.6 $0.6 $0.6 $2.4 $2.4 $2.4 $2.1 $8.1 Total Non - US $70.7 $19.2 $0.8 $0.8 $0.8 $3.1 $3.1 $3.1 $2.8 $9.5 Total $94.3 $24.0 Discount factor 1 Discounted Cash Flow Benefit 1.0 0.8 1.0 0.8 0.9 0.7 0.8 2.7 0.7 2.3 0.7 2.0 0.6 1.6 3.2 PV of NOLs as of March 31, 2024 1 $14.1 WACC Implied Cost of Equity Implied PV of NOLs $13.1 16.5% 16.5% 13.5 15.5% 15.5% 14.1 14.0% 14.0% 14.7 12.5% 12.5% 15.2 11.5% 11.5% 12
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions ($ in billions) P R O J E C T T E M P E S T Tempest WACC Analysis 4 5 6 7 8 Source: Kroll, company filings, Wall Street research and FactSet as of 6/28/2024. Note: Bloomberg Global Raw Beta and Barra Predicted World Beta are both shown as of 5/31/2024. 1 Based on Tempest’s current price of $2.84 (as of 6/28/2024). 2 Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Net Debt/Equity)]. 3 Several Endava metrics (including Equity Value and Enterprise Value) cannot be calculated at present due to insufficient disclosures related to the 4/10/24 acquisition of GalaxE (principally cash vs. stock consideration mix). Represents 10 - Year Government Bond Yields weighted by Country revenue exposure as of 6/28/2024. Historical long - term equity risk premium (7.17%): large company stock total returns minus long - term government bond income returns. (Source: Kroll December 2023). Low end of range: Kroll recommended equity risk premium (5.50%) as of February 2024; high end of range: historical long - term equity risk premium (7.17%) as of December 2023. (Source: Kroll). Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). Weighted Average Cost of Capital = (Post - Tax Cost of Debt)(Net Debt/Cap) + (Cost of Equity)(Equity/Cap). Pre - Tax Cost of Debt 8.0% Post - Tax Cost of Debt 5.9% WACC 8 15.2% Barra Predicted Beta Bloomberg Historical Beta Capital Structure Unlevered Levered Unlevered Levered Net Debt/ Net Debt/ Market Beta Beta 2 Beta Beta 2 Equity Cap. Value Company 1.92 1.65 1.08 0.93 (18%) (22%) $11.2 EPAM Systems 1.54 1.56 0.77 0.78 1% 1% 8.0 Globant NM NM NM NM NM NM NM Endava 3 1.10 1.09 1.05 1.04 (1%) (1%) 194.9 Accenture 1.17 1.24 0.79 0.84 8% 7% 35.4 Capgemini 1.03 0.99 0.99 0.95 (4%) (5%) 34.1 Cognizant Tech 1.10 1.09 0.79 0.84 (4%) (5%) Peer 25th Percentile 1.17 1.24 0.99 0.93 (1%) (1%) Peer Median 1.54 1.56 1.05 0.95 1% 1% Peer 75th Percentile 1.73 1.60 0.93 0.85 (8%) (10%) Digital IT Services Median 1.10 1.09 0.99 0.95 (1%) (1%) Diversified IT Services Median 1.51 1.77 1.13 1.32 23% 1 19% 1 $1.0 1 Tempest d WACC Implie Implied Cost of Equity ty Range Sensitivi WACC High Low High Low High Low Assumptions 16.5% 11.5% 16.5% 11.5% 1.70 1.00 1.51 Unlevered Beta 15.0% 15.4% 16.6% 14.1% 15.0% (15.0%) 0.0% Target Net Debt/Capitalization 0.0% Target Net Debt/Equity 1.0 Levering Factor 1.51 Levered Beta 2 26.75% Tax Rate 15.2% 12.6% 15.2% 12.6% 7.17% 6 5.50% 6 4.32% 7.17% Risk - Free Rate of Return 4 Equity Risk Premium 5 15.2% Cost of Equity 7 I A P P E N D I X 13
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Country - Weighted Risk - Free Rate Analysis P R O J E C T T E M P E S T Source: Tempest Management, Trading Economics and FactSet as of 6/28/2024. 1 Yields are for 10 - year local currency government bonds as of 6/28/2024. All yields retrieved from FactSet unless otherwise noted. 2 Chile’s 10 - year government bond yield is retrieved from Trading Economics and is as of 6/28/2024. 3 Ecuador does not have an active local currency bond market – analysis applied U.S. treasury yield as a proxy as Ecuador’s economy is fully dollarized. 4 Yield weighted by CY2024E revenue share. Yield (%) 1 CY2024E Revenue Share (%) Country 4.37% 32.7% US 2.47% 13.2% Germany 4.31% 12.0% Australia 7.06% 9.4% India 4.15% 8.2% UK 3.19% 6.7% Singapore 2.21% 5.6% China 3.50% 3.1% Canada 12.44% 2.7% Brazil 3.38% 1.7% Spain 6.20% 2 1.3% Chile 4.07% 1.2% Italy 2.70% 0.8% Thailand 4.37% 3 0.3% Ecuador 2.82% 0.3% Netherlands 3.09% 0.3% Finland 6.86% 0.2% Romania 3.55% 0.2% Hong Kong 4.67% 0.0% New Zealand 0.54% 0.0% Switzerland 4.32% Country - Weighted Risk - Free Rate 4 I A P P E N D I X 14
Final Bid Premium to Initial Bid Premium to 1 - Month VWAP (Unaffected) 5,6 Unaffected Share Price 6 Closing Share Price Before Initial Bid 4 Initial to Final Bid Increase 1 - Month VWAP (at Initial Bid) 5 Closing Share Price Before Initial Bid 4 Implied Equity Value 3 % of Equity Owned 2 Acquiror Target Date 35% 47% 47% 15% 18% 29% $2.9 83% Light C Wonder SciPlay Aug - 23 18% 24% 60% 29% (4%) 24% 2.4 72% BDT Capital Weber Dec - 22 105% 143% 93% 17% 48% 66% 0.8 75% TPG Capital Convey Jun - 22 100% 96% 101% 30% 50% 55% 0.6 72% Sumitovant Biopharma Urovant Nov - 20 59% 59% 61% 13% 37% 42% 1.9 76% Ionis Pharmaceuticals Akcea Aug - 20 61% 50% 52% 23% 9% 24% 0.7 57% Dufry AG Hudson Aug - 20 42% 45% 45% 12% 28% 30% 3.7 72% KYOCERA Corp AVX Nov - 19 41% 29% 34% 3% 41% 30% 5.1 57% Roche Foundation Medicine Jun - 18 31% 58% 67% 2% 28% 63% 0.3 64% Investor Group Synutra Nov - 16 133% 101% 101% 43% 63% 41% 1.7 82% Icahn Federal - Mogul Sep - 16 13% 2% 2% Nil 13% 2% 1.8 90% Hallmark Crown Media Mar - 16 33% 37% 46% 7% 15% 26% $0.8 68% 25th Percentile 58% 60% 60% 17% 30% 37% $2.0 73% Mean 42% 50% 60% 15% 28% 30% $1.8 72% Median 80% 78% 80% 26% 44% 48% $2.6 79% 75th Percentile 52% 50% 76% 6% 34% 66% $1.5 61% Tempest For illustration only, Tempest “Final Bid” data represents Atlas 7/1 counterproposal 7 Source: Atlas Bid Proposals (as of 7/1/2024 and 3/22/2024), Tempest Management and company filings. 3. Implied Equity Value calculated as final bid price multiplied by FDSO. 15 1. All cash, minority transactions with U.S. targets and over $100m in equity consideration over the 4. Reflects unaffected date of first bid. DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Premia in Selected Precedent Minority Transactions 1 by Controlling Shareholder ($ in billions) P R O J E C T T E M P E S T last 8 years with offers from only single acquiror. Excludes transactions in real - estate, energy, 5. financial institutions and oil and gas industries. 6. Based on issued and outstanding common stock, on a non - diluted basis. 7. 2. Reflects 1 calendar month. Reflects unaffected date prior to bid announcement, transaction agreement or market rumors. Tempest Final Bid premia calculated as of 6/28/2024 (trading day prior to latest Atlas bid). I A P P E N D I X
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Financial Sponsor Acquirors All Acquirors Historical Premia Paid Analysis – All - Cash Transactions (Last 5 Years) P R O J E C T T E M P E S T Source: Note: FactSet as of 6/28/2024. Analysis includes all technology and IT services MCA majority transactions since Jun - 19 with public targets and deal values greater than $500 million. Premia represent purchase price premia relative to unaffected share prices. 56% 33% 24% 75th Percentile Median 25th Percentile 53% 33% 24% 75th Percentile Median 25th Percentile N = 80 N = 50 I A P P E N D I X 16
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $85 $134 $182 Long Term Forecast – June Management Plan ($ in millions) P R O J E C T T E M P E S T Source: Tempest Management and FactSet as of 6/28/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 3 Excludes stock - based compensation, associated payroll taxes and DCA. Tempest Adjusted Gross Profit broker consensus estimates unavailable for CY2026E. Excludes stock - based compensation, associated payroll taxes and non - recurring items. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 related disruptions, increasing to ~20% growth by 2027 as assumed market recovery brings demand back to historical levels Gross Margins to remain low in CY’24E due to recent declines in ABR and slower - than - hoped cost cutting, rising from CY’26E onwards to ~40% as utilization hits historical highs and ABR growth exceeds wage growth EBITDA margins more than double by 2026 due to Gross Margin gains above, SCM efficiencies and ~100 basis points per year of other (non - SCM) operating margin improvements Observations C Assumptions Actuals Plan Adj. EBITDA Margin (%) I A P P E N D I X $803 $1,070 $1,296 $1,127 $1,001 $1,046 $1,204 $1,446 $1,728 $1,009 $1,080 $1,253 $337 $473 $540 $407 $337 $389 $473 $573 $680 $349 $382 11% organic decline in CY’24E due to +20% +20% +15% +4% (11%) (15%) +19% Organic growth 1 (%) +4% +31% ongoing macro weakness and reorg - +16% +7% (11%) 17% 16% 15% 11% 6% 10% 20% 21% 19% 15% 12% 8% $287 $232 $175 $117 $65 $112 $257 $224 $153 Adj. Gross Profit Margin (%) 42% 44% 42% 36% 37% 35% 39% 40% 39% 34% 35% Tempest Broker Consensus 17
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $85 $134 $182 Long Term Forecast – Initial Management Plan ($ in millions) P R O J E C T T E M P E S T Source: Tempest Management and FactSet as of 6/28/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 3 Excludes stock - based compensation, associated payroll taxes and DCA. Tempest Adjusted Gross Profit broker consensus estimates unavailable for CY2026E. Excludes stock - based compensation, associated payroll taxes and non - recurring items. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 Observations C Assumptions Actuals Plan Adj. EBITDA Margin (%) Organic growth 1 (%) +4% +31% I A P P E N D I X $803 $1,070 $1,296 $1,127 $1,037 $1,152 $1,396 $1,676 $2,004 $1,009 $1,080 $1,253 +19% (15%) +20% +20% +11% +7% +21% +16% (8%) (11%) $337 $473 $540 $407 $370 $451 $576 $697 $828 $349 $382 19% 18% 17% 13% 9% 10% 20% 21% 19% 15% 12% 8% $380 $307 $235 $155 $92 $112 $257 $224 $153 Adj. Gross Profit Margin (%) 42% 44% 42% 36% 39% 35% 41% 42% 41% 36% 35% Initial Management Plan called for an earlier recovery in the demand environment that drove growth to rebound to 11% in 2025 and exceed 20% by 2026 Cost structure evolution assumptions are in line with the June Management Plan, but Adjusted Gross Margins are higher due primarily to higher ABRs, offset partially by lower utilization Tempest Broker Consensus 18
Exhibit (c)(xviii)
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions C O N F I D E N T I A L D I S C U S S I O N M AT E R I A L S Project Tempest A U G U S T 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclaimer P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions 3 Q4’23 (February 27, 2024) Tempest missed Q4’23 consensus Revenue by 6% and Q4’23 consensus Adjusted EBITDA by 55% Tempest Stock Price Update ($ per share) P R O J E C T T E M P E S T Source: Company filings and FactSet as of 7/30/2024. Tempest Share Price Performance Since June 2023 1.50 2.50 3.50 4.50 5.50 6.50 7.50 $8.50 1 2 % % Denotes share price reaction to earnings release (29%) (26%) +14% 3 1 Q2’23 (August 8, 2023) Tempest missed Q2’23 consensus Revenue by 5% and consensus Adjusted EBITDA by 36% , and revised CY’23 Revenue and Adjusted EBITDA guidance downwards by 10% and 41%, respectively 2 Q3’23 (November 7, 2023) Tempest beat Q3’23 consensus Revenue by 1% and consensus Adjusted EBITDA by 20% and narrowed the FY’23 Revenue guidance range, while revising FY’23 Adjusted EBITDA guidance downwards 3% Commentary 4 Q1’24 (May 7, 2024) Tempest beat Q1’24 consensus Revenue by 2% and missed Q1’24 consensus Adjusted EBITDA by 22% , and raised the FY’24 Revenue guidance range, while maintaining the FY’24 Adjusted EBITDA Margin guidance range. Finally, it was announced that CEO Xiao Guo will step down and be replaced by Mike Sutcliff 4 +20% 3
Input Implied Share Price ($) Implied EV Commentary Public Comparables EV / CY2024E Adj. EBITDA Based on EV/CY20 th 24E Adjusted EBITDA multiples of global peers Low: 10.5x (25 percentile of global peers: 10.3x) th High: 14.5x (75 percentile of global peers: 14.6x) EV / CY2025E Adj. EBITDA $119m $1.1 – $1.6 Based on EV/CY2025E Adjusted EBITDA multiples of global peers Low: 9.5x (25 th percentile of global peers: 9.7x) High: 13.5x (75 th percentile of global peers: 13.6x) Precedent Transactions EV / LTM Adj. EBITDA $59m 1 $0.6 – $1.0 Based on EV/LTM Adjusted EBITDA multiples of precedent comparable IT services transactions Low: 9.5x (Sitel Group/Sykes: 9.4x) High: 17.0x (Capgemini/iGate: 17.0x) DCF July Mgmt. Plan 5 - year Plan $1.8 – $3.0 Based on July Management Plan WACC of 11.5% – 16.5%, Terminal Value multiple of 10.0x – 14.5x NTM Adjusted EBITDA For Reference Only June Mgmt. Plan DCF 5 - year Plan $1.8 – $3.0 Based on June Management Plan WACC of 11.5% – 16.5%, Terminal Value multiple of 10.0x – 14.5x NTM Adjusted EBITDA 5 - year Plan $2.4 – $4.0 Initial Mgmt. Plan DCF EV / CY2024E $84m $0.9 – $1.2 Based on Initial Management Plan WACC of 11.5% – 16.5%, Terminal Value multiple of 10.0x – 14.5x NTM Adjusted EBITDA Based on EV/CY2024E Adjusted EBITDA multiples of global peers (10.5x to 14.5x as above) Adj. EBITDA (Consensus) EV / CY2025E Adj. EBITDA (Consensus) $131m $1.2 – $1.8 Based on EV/CY2025E Adjusted EBITDA multiples of global peers (9.5x to 13.5x as above) 52 - Week Trading Range $2.25 to $7.19 $1.0 – $2.8 52 - Week High close of $7.19 on 8/3/23 52 - Week Low close of $2.25 on 5/3/24 Analyst Price Targets $2.50 to $6.00 $1.1 – $2.4 Wedbush Securities (5/7/24): Price target of $6.00 Goldman Sachs (6/24/24): Price target of $2.50 Minority Squeeze - Outs Premia 27% to 69% $1.8 – $2.4 Based on premia paid in selected precedent minority transactions by Controlling Sh t a h reholder Low: 27% (25 percentile); High: 69% (75 percentile) th 2,3 Tech and IT Services Premia 24% to 54% Based on premia paid by Financial Sponsor acquirors in all - cash tech and IT servic th es majority transactions Low: 24% (25 percentile); High: 54% (75 percentile) th 2 ($ in billions except per share values unless otherwise stated) DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Preliminary Valuation Summary: July Management Plan Source: Note: Tempest Management, Company filings, Wall Street research and FactSet as of 7/30/2024. 1 Implied share prices based on Tempest’s FDSO as of 7 / 10 / 2024 and balance sheet as of 2 6 / 30 / 2024 , pro forma for option exercises between 7 / 1 / 2024 and 7 / 10 / 2024 and the granting of 3 RSUs and PSUs to CEO Mike Sutcliff expected to occur by the end of July . As of 6/30/2024. Applied to Tempest current/unaffected price (7/30/2024). Represents controlling shareholder final bid premia to unaffected share price prior to offer announcement or market rumors for minority stakes in public companies. $3.54 - Current (7/30/24) $4.00 $4.25 $4.50 < Atlas Offers (3/22/24) , (5/23/24) , and (7/1/24) $4.43 $6.11 $1.86 $2.88 $2.25 $2.50 $4.50 $4.39 $7.69 $10.42 $2.83 $4.34 $7.19 $6.00 $5.98 $5.45 $1.8 – $2.2 $2.57 $0.92 $4.44 $65m $1.28 $2.03 $0.7 – $0.9 $3.90 $2.22 $7.72 4
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Analysis at Various Prices ($ in billions except per share values or as otherwise stated) Tempest Counter 5/14 Tempest Counter 6/5 Tempest Counter 7/1 Atlas Counter 5/23 Atlas Counter 7/1 Current Atlas Share Price Offer 7/30 3/22 $8.00 $7.50 $7.25 $7.00 $6.50 $6.00 $5.50 $5.00 $4.50 $4.25 $4.00 $3.54 Price Per Share 12c% 112% 105% S8% 84% cS% 55% 41% 27% 20% 13% 0% % vs. Current as of 7/30/24 (:3.54) 178% 1c0% 152% 143% 12c% 108% S1% 74% 5c% 48% 3S% 23% % vs. 1 - Month VWAP as of 7/30/24 (:2.88) 182% 1c4% 155% 147% 12S% 111% S4% 7c% 5S% 50% 41% 25% % vs. 2 - Month VWAP as of 7/30/24 (:2.84) 177% 1c0% 151% 143% 125% 108% S1% 73% 5c% 47% 3S% 23% % vs. 3 - Month VWAP as of 7/30/24 (:2.8S) 11% 4% 1% (3%) (10%) (17%) (24%) (30%) (37%) (41%) (44%) (51%) % vs. 52 - Week High 1 as of 7/30/24 (:7.1S) 354.6 354.2 354.0 353.8 353.3 352.7 352.1 351.3 350.6 350.2 349.7 348.7 FDSO $2.8 $2.7 $2.6 $2.5 $2.3 $2.1 $1.9 $1.8 $1.6 $1.5 $1.4 $1.2 Implied Equity Value 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 Plus: Debt (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) Less: Cash $3.1 $2.9 $2.8 $2.7 $2.5 $2.4 $2.2 $2.0 $1.8 $1.7 $1.6 $1.5 Implied Enterprise Value Metric 2.7x 2.6x 2.5x 2.4x 2.3x 2.1x 1.9x 1.8x 1.6x 1.5x 1.5x 1.3x :1,127m CY’23A Implied EV / Revenue 3.0x 2.8x 2.7x 2.6x 2.5x 2.3x 2.1x 1.9x 1.8x 1.7x 1.6x 1.4x :1,033m LTM 2 3.1x 2.9x 2.8x 2.7x 2.5x 2.4x 2.2x 2.0x 1.8x 1.7x 1.6x 1.5x :SS8m CY’24E 3.0x 2.9x 2.8x 2.7x 2.5x 2.3x 2.2x 2.0x 1.8x 1.7x 1.6x 1.5x :1,015m CY’25E 27.6x 26.0x 25.2x 24.4x 22.8x 21.2x 19.6x 18.0x 16.4x 15.6x 14.7x 13.3x :112m CY’23A Implied EV / Adjusted EBITDA 52.0x 48.9x 47.4x 45.9x 42.9x 39.8x 36.8x 33.8x 30.7x 29.2x 27.7x 25.0x :5Sm LTM 2 47.3x 44.5x 43.1x 41.8x 39.0x 36.2x 33.5x 30.7x 28.0x 26.6x 25.2x 22.7x :c5m CY’24E 25.9x 24.4x 23.6x 22.8x 21.3x 19.8x 18.3x 16.8x 15.3x 14.6x 13.8x 12.4x :11Sm CY’25E Source: Tempest Management, Company filings and FactSet as of 7/30/2024. Note: On 7/2, Tempest proposed $4.25 base consideration plus a $1.50 CVR; the offer was subsequently rejected by Atlas. 1 Tempest 52 - Week High of $7.19 occurred on 8/3/2023. 2 As of 6/30/2024. 5
C O N F I D E N T I A L P R O J E C T T E M P E S T DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Appendix I
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Source: Wall Street research and FactSet as of 7/30/2024. Note: Tempest completed its IPO on September 15, 2021. 1 J.P. Morgan has withdrawn its price target in recent research. 2 Wolfe Research has not provided a price target to accompany recent “Peer Perform” rating. 3 William Blair has stated “Market Perform” rating in recent research without naming a specific price target. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $0 $5 $10 $15 $20 $25 $30 $35 $40 11/2021 01/2022 03/2022 05/2022 07/2022 09/2022 11/2022 01/2023 03/2023 05/2023 07/2023 09/2023 11/2023 01/2024 03/2024 05/2024 Current Buy Hold Sell Share Price Target Price Price Per Share Percentage of Broker Recommendations Target Price Rating Firm Date $6.00 Buy Restricted 07/17/2024 6.00 Buy 05/07/2024 5.00 Hold 07/16/2024 3.50 Hold 05/07/2024 3.40 Hold 05/24/2024 3.00 Hold 07/16/2024 2.50 Sell 06/24/2024 – 1 Buy 05/20/2024 – 2 Hold 05/08/2024 – 3 Hold 07/01/2024 $6.00 High $2.50 Low $4.20 Mean $3.50 Median $3.54 Current Share Price (1.1%) % Median Above (Below) Current As of 7/30/24 Broker Target Prices and Recommendations ($ per share) Summary of Broker Target Prices and Recommendations Broker Recommendations Monthly Evolution Since IPO I A P P E N D I X 7
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Companies Analysis ($ in billions) Enterprise Value / P R O J E C T T E M P E S T Source: Company filings, Wall Street research and FactSet as of 7/30/2024. Note: Years refer to calendar years. 1 All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 2 Organic revenue growth figures are shown where available. 3 Several Endava metrics (including Equity Value, Enterprise Value, and CY2024E Revenue and EBITDA on a pro forma basis) cannot be calculated at present due to insufficient disclosures related to the 4/10/24 acquisition of GalaxE (principally cash vs. stock consideration mix and its pro forma contribution to Revenue and EBITDA). 10% 3% 1% 18% 18% 18% 33% 33% 32% 13.2x 14.5x 14.8x 14.7x 2.40x 2.65x 2.76x 25th Percentile 12% 7% 4% 19% 18% 19% 35% 34% 34% 13.9 15.4 15.9 16.6 2.63 2.97 3.23 Mean 12% 7% 4% 19% 18% 19% 35% 34% 34% 13.9 15.4 15.9 16.6 2.63 2.97 3.23 Median 14% 11% 8% 20% 19% 20% 36% 36% 36% 14.6 16.3 16.9 18.4 2.86 3.28 3.70 75th Percentile Diversified IT Services 5% 2% 3% 22% 22% 22% 33% 33% 32% 13.6x 14.5x 14.6x 15.0x 3.03x 3.19x 3.27x $210.6 $211.5 (15%) 17% Accenture 4% (1%) 4% 16% 16% 16% 27% 27% 27% 9.7 10.1 10.3 10.2 1.57 1.64 1.62 39.5 35.5 (19%) 17% Capgemini 4% 0% (1%) 19% 19% 19% 34% 34% 35% 9.3 9.8 9.9 10.1 1.81 1.89 1.89 36.5 38.1 (5%) 20% Cognizant Tech 4% (1%) 1% 18% 17% 17% 30% 30% 30% 9.5x 9.9x 10.1x 10.2x 1.69x 1.76x 1.76x 25th Percentile 5% 0% 2% 19% 19% 19% 31% 31% 31% 10.9 11.5 11.6 11.8 2.14 2.24 2.26 Mean 4% 0% 3% 19% 19% 19% 33% 33% 32% 9.7 10.1 10.3 10.2 1.81 1.89 1.89 Median 5% 1% 3% 21% 20% 20% 34% 34% 33% 11.7 12.3 12.4 12.6 2.42 2.54 2.58 75th Percentile 4% (1%) (1%) 17% 17% 18% 31% 31% 31% 9.7x 10.1x 10.3x 10.2x 1.81x 1.89x 1.89x Global 25th Perc. 8% 3% 3% 19% 19% 19% 33% 33% 33% 12.1 13.0 13.3 13.7 2.34 2.53 2.65 Global Mean 5% 0% 3% 19% 19% 19% 33% 33% 32% 12.5 13.5 13.8 12.9 2.16 2.33 2.29 Global Median 8% 2% 4% 20% 20% 21% 34% 34% 35% 13.6 14.5 14.6 15.0 3.03 3.19 3.27 Global 75th Perc. % Ch. 52 Wk. Equity Enterprise Revenue Adj. EBITDA 1 Gross Margin Adj. EBITDA Margin 1 Revenue Growth 2 $10.8 $12.8 (32%) 26% Digital IT Services EPAM Systems 8.7 8.7 (22%) 27% Globant '24 – '25 '23 – '24 '22 – '23 25E 24E 23A/E 25E 24E 23A/E 25E NTM 24E 23A/E 25E 24E Company Low High Value Value 23A/E 8% (1%) (3%) 17% 17% 18% 31% 31% 31% 12.5x 13.5x 13.8x 12.9x 2.16x 2.33x 2.29x 16% 16% 11% 20% 20% 21% 38% 38% 38% 15.3 17.3 18.0 20.2 3.10 3.60 4.17 NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM (61%) 28% Endava 3 I A P P E N D I X 8
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Precedent Transactions ($ in millions unless otherwise stated) P R O J E C T T E M P E S T Source: Company filings and Wall Street research. Note: All EBITDA figures calculated on a pre - SBC basis where available. 1 Through an affiliate of BPEA Private Equity Fund VIII. 2 DXC (State C Local HHS Business) and Aricent EBITDA multiples are shown as disclosed by the respective companies and may be burdened for SBC due to lack of available information. EV / LTM Adj. EBITDA Enterprise Value Target Acquiror Announcement Date 16.8x $2,966 Perficient EQT 1 May - 24 9.4 $2,160 Sykes Sitel Group Jun - 21 16.4 $1,993 Virtusa Baring Private Equity Sep - 20 12.5 2 $5,000 DXC ( HHS Business ) Veritas Capital Mar - 20 11.2 €5,078 Altran Capgemini Jun - 19 15.3 $1,989 Luxoft DXC Jan - 19 13.3 $3,586 Syntel Atos Jul - 18 10.6 2 $2,000 Aricent Altran Nov - 17 17.0 $4,603 iGate Capgemini Apr - 15 16.1 $3,402 Sapient Publicis Nov - 14 11.5x 25th Percentile 13.Gx Mean 14.3x Median 16.4x 75th Percentile I A P P E N D I X 9
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions ($ in millions except per share values) P R O J E C T T E M P E S T Tempest Discounted Cash Flow Analysis – July Management Plan Source: Note: Tempest Management, Company filings, Wall Street research and FactSet as of 7/30/2024. DCF assumes mid - year convention and valuation date as of 6/30/2024. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $14m - $16m. Adj. EBITDA is burdened for restructuring charges in Q3’23 - Q4’24. DCA and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs and NOL utilization. 1 2 3 4 Actuals Tempest Management Plan CY2023A Q1 CY'24A Q2 CY'24A Q3 CY'24E Q4 CY'24E CY2025E CY2026E CY2027E CY'28E / TV $288 $233 $176 $119 $17 $5 ($2) $5 $93 Adj. EBITDA Less Restructuring 1 17% 17% 15% 12% 7% 2% (1%) 2% 8% % Margin (35) (29) (24) (21) (5) (5) (4) (3) (22) Depreciation C Amortization 2 (59) (49) (41) (41) (13) (11) (10) (11) (65) Stock - Based Compensation $195 $154 $111 $57 ($1) ($12) ($16) ($9) $6 Adjusted EBIT 2 12% 11% S% c% (0%) (5%) (c%) (4%) 1% % Margin (56) (48) (40) (31) (5) (6) Taxes 2S% 31% 3c% 53% (553%) (5c%) % Effective Tax Rate $139 $106 $71 $27 ($5) ($18) NOPAT 8% 8% c% 3% (2%) (7%) % Margin 35 29 24 21 5 5 Plus: Depreciation C Amortization 3 3 2 2 0 2 Plus: Bad Debt Expense 3 (37) (31) (21) 8 7 2 Less: Increase in NWC (40) (34) (28) (24) (5) (5) Less: Capital Expenditures $100 $73 $49 $34 $2 ($14) Unlevered Free Cash Flow Enterprise Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2028E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q3 '24E – '27E WACC 14.5x 13.0x 12.0x 11.0x 10.0x $2,562 $2,309 $2,140 $1,971 $1,802 2,640 2,379 2,205 2,031 1,857 2,762 2,489 2,307 2,124 1,942 2,892 2,605 2,414 2,224 2,033 2,982 2,687 2,490 2,293 2,096 14.5x 13.0x 12.0x 11.0x 10.0x $6.56 $5.85 $5.38 $4.91 $4.44 6.77 6.05 5.56 5.08 4.59 7.11 6.35 5.85 5.34 4.83 7.47 6.67 6.14 5.61 5.08 7.72 6.90 6.35 5.81 5.26 16.5% 15.5% 14.0% 12.5% 11.5% $100 102 105 108 111 Equity Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied PGR 4 at CY2028E (NTM) Adjusted EBITDA Multiple of WACC 14.5x 13.0x 12.0x 11.0x 10.0x $2,316 $2,063 $1,894 $1,725 $1,556 2,394 2,133 1,959 1,785 1,611 2,516 2,243 2,060 1,878 1,696 2,645 2,359 2,168 1,977 1,786 2,736 2,441 2,244 2,047 1,850 14.5x 13.0x 12.0x 11.0x 10.0x 13.9% 13.6% 13.4% 13.1% 12.8% 12.9% 12.6% 12.4% 12.1% 11.8% 11.4% 11.2% 10.9% 10.6% 10.3% 10.0% 9.7% 9.4% 9.2% 8.8% 9.0% 8.7% 8.5% 8.2% 7.8% 16.5% 15.5% 14.0% 12.5% 11.5% I A P P E N D I X 10
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions ($ in millions except per share values) P R O J E C T T E M P E S T Tempest Discounted Cash Flow Analysis – June Management Plan Actuals Tempest Management Plan CY2023A Q1 CY'24A Q2 CY'24A Q3 CY'24E Q4 CY'24E CY2025E CY2026E CY2027E CY'28E / TV $287 $232 $175 $117 $23 $26 ($2) $5 $93 Adj. EBITDA Less Restructuring 1 17% 1c% 15% 11% S% 10% (1%) 2% 8% % Margin (38) (32) (27) (23) (5) (5) (4) (3) (22) Depreciation C Amortization 2 (60) (51) (42) (42) (13) (11) (10) (11) (65) Stock - Based Compensation $188 $149 $106 $52 $5 $10 ($16) ($9) $6 Adjusted EBIT 2 11% 10% S% 5% 2% 4% (c%) (4%) 1% % Margin (57) (53) (43) (33) (5) (6) Taxes 30% 35% 40% c3% 85% c4% % Effective Tax Rate $131 $96 $64 $19 $1 $4 NOPAT 8% 7% 5% 2% 0% 1% % Margin 38 32 27 23 5 5 Plus: Depreciation C Amortization 3 3 2 2 0 0 Plus: Bad Debt Expense 3 (34) (29) (20) (10) 7 10 Less: Increase in NWC (41) (35) (29) (25) (5) (5) Less: Capital Expenditures $97 $67 $44 $8 $9 $13 Unlevered Free Cash Flow Enterprise Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2028E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q3 '24E – '27E WACC 14.5x 13.0x 12.0x 11.0x 10.0x $2,555 $2,303 $2,135 $1,967 $1,799 2,632 2,372 2,199 2,026 1,852 2,753 2,481 2,300 2,118 1,937 2,882 2,597 2,407 2,217 2,027 2,972 2,678 2,482 2,286 2,089 14.5x 13.0x 12.0x 11.0x 10.0x $6.54 $5.84 $5.37 $4.90 $4.43 6.75 6.03 5.55 5.06 4.58 7.09 6.33 5.83 5.32 4.82 7.44 6.65 6.12 5.60 5.07 7.69 6.88 6.33 5.79 5.24 16.5% 15.5% 14.0% 12.5% 11.5% $103 105 108 111 113 Equity Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied PGR 4 at CY2028E (NTM) Adjusted EBITDA Multiple of WACC 14.5x 13.0x 12.0x 11.0x 10.0x $2,309 $2,057 $1,889 $1,721 $1,553 2,386 2,126 1,953 1,779 1,606 2,507 2,235 2,054 1,872 1,691 2,636 2,351 2,160 1,970 1,780 2,726 2,431 2,235 2,039 1,843 14.5x 13.0x 12.0x 11.0x 10.0x 14.0% 13.7% 13.5% 13.2% 12.9% 13.0% 12.7% 12.5% 12.2% 11.9% 11.5% 11.2% 11.0% 10.7% 10.4% 10.0% 9.7% 9.5% 9.2% 8.9% 9.0% 8.8% 8.5% 8.3% 7.9% 16.5% 15.5% 14.0% 12.5% 11.5% Source: Note: Tempest Management, Company filings, Wall Street research and FactSet as of 7/30/2024. DCF assumes mid - year convention and valuation date as of 6/30/2024. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $14m - $16m. Adj. EBITDA is burdened for restructuring charges in Q3’23 - Q4’24. DCA and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs and NOL utilization. 1 2 3 4 I A P P E N D I X 11
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions ($ in millions except per share values) P R O J E C T T E M P E S T Tempest Discounted Cash Flow Analysis – Initial Management Plan Actuals Tempest Management Plan CY2023A Q1 CY'24A Q2 CY'24A Q3 CY'24E Q4 CY'24E CY2025E CY2026E CY2027E CY'28E / TV $380 $307 $235 $155 $31 $32 ($2) $5 $93 Adj. EBITDA Less Restructuring 1 1S% 18% 17% 13% 12% 12% (1%) 2% 8% % Margin (43) (36) (30) (25) (5) (5) (4) (3) (22) Depreciation C Amortization 2 (70) (59) (49) (46) (13) (11) (10) (11) (65) Stock - Based Compensation $267 $213 $157 $84 $13 $16 ($16) ($9) $6 Adjusted EBIT 2 13% 13% 11% 7% 5% c% (c%) (4%) 1% % Margin (86) (69) (55) (41) (9) (11) Taxes 32% 33% 35% 4S% cc% cc% % Effective Tax Rate $180 $143 $101 $43 $5 $5 NOPAT S% S% 7% 4% 2% 2% % Margin 43 36 30 25 5 5 Plus: Depreciation C Amortization 5 4 3 3 1 1 Plus: Bad Debt Expense 3 (41) (35) (30) (17) 5 7 Less: Increase in NWC (48) (40) (34) (28) (5) (5) Less: Capital Expenditures $139 $108 $71 $25 $10 $13 Unlevered Free Cash Flow Enterprise Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied Share Price ($) at CY2028E (NTM) Adjusted EBITDA Multiple of PV of FCFs Q3 '24E – '27E WACC 14.5x 13.0x 12.0x 11.0x 10.0x $3,402 $3,069 $2,847 $2,624 $2,402 3,505 3,161 2,932 2,703 2,473 3,665 3,306 3,066 2,826 2,586 3,836 3,459 3,208 2,957 2,705 3,955 3,567 3,307 3,048 2,789 14.5x 13.0x 12.0x 11.0x 10.0x $8.89 $7.96 $7.34 $6.73 $6.11 9.17 8.22 7.58 6.94 6.31 9.62 8.62 7.95 7.29 6.62 10.09 9.05 8.35 7.65 6.95 10.42 9.34 8.62 7.90 7.18 16.5% 15.5% 14.0% 12.5% 11.5% $165 168 172 177 180 Equity Value at CY2028E (NTM) Adjusted EBITDA Multiple of Implied PGR 4 at CY2028E (NTM) Adjusted EBITDA Multiple of WACC 14.5x 13.0x 12.0x 11.0x 10.0x $3,156 $2,823 $2,600 $2,378 $2,156 3,258 2,915 2,686 2,456 2,227 3,419 3,059 2,819 2,580 2,340 3,590 3,213 2,962 2,710 2,459 3,709 3,320 3,061 2,802 2,543 14.5x 13.0x 12.0x 11.0x 10.0x 13.8% 13.5% 13.2% 12.9% 12.6% 12.8% 12.5% 12.2% 11.9% 11.6% 11.3% 11.0% 10.7% 10.4% 10.1% 9.8% 9.5% 9.3% 9.0% 8.6% 8.8% 8.5% 8.3% 8.0% 7.6% 16.5% 15.5% 14.0% 12.5% 11.5% Source: Note: Tempest Management, Company filings, Wall Street research and FactSet as of 7/30/2024. DCF assumes mid - year convention and valuation date as of 6/30/2024. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $14m - $16m. Adj. EBITDA is burdened for restructuring charges in Q3’23 - Q4’24. DCA and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs and NOL utilization. 1 2 3 4 I A P P E N D I X 12
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest NOLs Discounted Cash Flow Analysis ($ in millions) P R O J E C T T E M P E S T Source: 1 Tempest Management. Discounted at a Cost of Equity of 14.0%, representing the midpoint of the WACC analysis Cost of Equity. Tempest Management Plan Q3 2024E Q4 2024E CY2025E CY2026E CY2027E CY2028E CY2029E+ Actuals Q2 2024A Gross Tax Effected NOL Balance Corporate Entity Tax Rate Depletion By NOL Balance U.S. NOLs $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.2 0.2 0.2 0.3 0.2 0.2 0.7 0.7 0.7 0.7 1.4 TWUSA 8.8% 31 - Dec - 44 $0.1 $0.0 TWUSA 4.3% 31 - Dec - 39 $0.4 $0.0 TWUSA 7.0% 31 - Dec - 39 $0.1 $0.0 TWUSA 6.0% 31 - Dec - 29 0.4 0.0 TWUSA 9.8% 31 - Dec - 34 0.0 0.0 TWUSA 7.9% 31 - Dec - 39 0.2 0.0 TRACQ 21.0% 31 - Dec - 30 5.2 1.1 TRHLD 21.0% 31 - Dec - 30 21.2 4.5 $0.2 $0.2 $0.9 $0.9 $0.9 $0.9 $1.7 Total US $27.6 $5.6 Non - U.S. NOLs $0.1 $0.1 $0.3 $0.3 $0.3 - - 0.2 0.2 0.6 0.6 0.6 0.6 6.2 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.1 0.1 0.5 0.5 0.5 0.5 - 0.0 0.0 0.2 0.2 0.2 0.2 0.5 0.1 0.1 0.4 0.4 0.4 0.4 - 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.0 0.0 0.1 0.1 0.1 0.1 - 0.0 0.0 0.2 0.2 0.2 0.2 1.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.2 0.2 0.2 0.2 - 0.0 0.0 0.0 0.0 0.0 0.0 - TWAUI 30.0% 31 - Dec - 27 $3.2 $1.0 TWBRA 34.0% 31 - Dec - 38 26.4 9.0 TWBRZ 34.0% 31 - Dec - 38 1.2 0.4 TWCAD 26.5% 31 - Dec - 28 9.2 2.4 TWFIN 20.0% 31 - Dec - 31 5.9 1.2 TWDEU 17.5% 31 - Dec - 28 10.7 1.9 TWHKG 16.5% 31 - Dec - 34 2.3 0.4 TWITA 27.9% 31 - Dec - 28 1.5 0.4 TWNET 25.8% 31 - Dec - 34 6.6 1.7 TWNZL 28.0% 31 - Dec - 28 0.2 0.1 TWSWI 19.7% 31 - Dec - 28 0.1 0.0 UKHLD 25.0% 31 - Dec - 28 3.1 0.8 TWVNM 20.0% 31 - Dec - 28 0.9 0.2 $0.6 $0.6 $2.6 $2.6 $2.6 $2.3 $8.1 Total Non - US $71.2 $19.4 $0.9 $0.9 $3.4 $3.4 $3.4 $3.1 $9.9 Total $98.8 $25.0 Discount factor 1 Discounted Cash Flow Benefit 1.0 0.8 1.0 0.8 0.9 3.0 0.8 2.6 0.7 2.3 0.6 1.9 3.5 PV of NOLs as of June 30, 2024 1 $15.0 WACC Implied Cost of Equity Implied PV of NOLs $14.0 16.5% 16.5% 14.3 15.5% 15.5% 15.0 14.0% 14.0% 15.6 12.5% 12.5% 16.1 11.5% 11.5% I A P P E N D I X 13
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest WACC Analysis ($ in billions) P R O J E C T T E M P E S T 4 5 6 7 8 Source: Kroll, company filings, Wall Street research and FactSet as of 7/30/2024. Note: Bloomberg Global Raw Beta and Barra Predicted World Beta are both shown as of 6/28/2024. 1 Based on Tempest’s current price of $3.54 (as of 7/30/2024). 2 Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Net Debt/Equity)]. 3 Several Endava metrics (including Equity Value and Enterprise Value) cannot be calculated at present due to insufficient disclosures related to the 4/10/24 acquisition of GalaxE (principally cash vs. stock consideration mix). Represents 10 - Year Government Bond Yields weighted by Country revenue exposure as of 7/29/2024. Historical long - term equity risk premium (7.17%): large company stock total returns minus long - term government bond income returns. (Source: Kroll December 2023). Low end of range: Kroll recommended equity risk premium (5.50%) as of February 2024; high end of range: historical long - term equity risk premium (7.17%) as of December 2023. (Source: Kroll). Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). Weighted Average Cost of Capital = (Post - Tax Cost of Debt)(Net Debt/Cap) + (Cost of Equity)(Equity/Cap). Barra Predicted Beta Bloomberg Historical Beta Capital Structure Unlevered Beta Levered Beta 2 Unlevered Beta Levered Beta 2 Net Debt/ Equity Net Debt/ Cap. Market Value Company 1.87 1.64 1.03 0.90 (16%) (19%) $12.8 EPAM Systems 1.59 1.60 0.77 0.78 1% 1% 8.7 Globant NM NM NM NM NM NM NM Endava 3 1.14 1.13 1.11 1.10 (0%) (0%) 211.5 Accenture 1.19 1.28 0.75 0.81 11% 10% 35.5 Capgemini 1.02 0.99 0.98 0.95 (4%) (4%) 38.1 Cognizant Tech 1.14 1.13 0.77 0.81 (4%) (4%) Peer 25th Percentile 1.19 1.28 0.98 0.90 (0%) (0%) Peer Median 1.59 1.60 1.03 0.95 1% 1% Peer 75th Percentile 1.73 1.62 0.90 0.84 (7%) (9%) Digital IT Services Median 1.14 1.13 0.98 0.95 (0%) (0%) Diversified IT Services Median 1.53 1.75 1.17 1.34 20% 1 17% 1 $1.2 1 Tempest d WACC Implie Implied Cost of Equity y Range Sensitivit WACC High Low High Low High Low Assumptions 16.4% 11.4% 16.4% 11.4% 1.70 1.00 1.53 Unlevered Beta 15.0% 15.3% 16.6% 14.1% 15.0% (15.0%) 0.0% Target Net Debt/Capitalization 0.0% Target Net Debt/Equity 1.0 Levering Factor 1.53 Levered Beta 2 26.75% Tax Rate 15.2% 12.6% 15.2% 12.6% 7.17% 6 5.50% 6 4.20% 7.17% Risk - Free Rate of Return 4 Equity Risk Premium 5 15.2% Cost of Equity 7 8.0% Pre - Tax Cost of Debt 5.9% Post - Tax Cost of Debt 15.2% WACC 8 I A P P E N D I X 14
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Country - Weighted Risk - Free Rate Analysis P R O J E C T T E M P E S T Source: Tempest Management, Trading Economics and FactSet as of 7/29/2024. 1 Yields are for 10 - year local currency government bonds as of 7/29/2024. All yields retrieved from FactSet unless otherwise noted. 2 Chile’s 10 - year government bond yield is retrieved from Trading Economics and is as of 7/29/2024. 3 Ecuador does not have an active local currency bond market – analysis applied U.S. treasury yield as a proxy as Ecuador’s economy is fully dollarized. 4 Yield weighted by CY2024E revenue share. Yield (%) 1 CY2024E Revenue Share (%) Country 4.17% 32.4% US 2.36% 13.3% Germany 4.28% 12.3% Australia 6.92% 9.7% India 4.05% 8.7% UK 2.95% 6.4% Singapore 2.16% 5.8% China 3.29% 2.9% Canada 12.25% 2.9% Brazil 3.19% 1.4% Spain 6.04% 2 1.4% Chile 3.71% 1.1% Italy 2.60% 0.7% Thailand 4.17% 3 0.1% Ecuador 2.65% 0.2% Netherlands 2.88% 0.3% Finland 6.76% 0.1% Romania 3.17% 0.3% Hong Kong 4.36% 0.1% New Zealand 0.48% 0.0% Switzerland 4.20% Country - Weighted Risk - Free Rate 4 I A P P E N D I X 15
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Premia in Selected Precedent Minority Transactions 1 by Controlling Shareholder ($ in billions) P R O J E C T T E M P E S T Source: 1. financial institutions and oil and gas industries. Based on issued and outstanding common stock, on a non - diluted basis. Atlas Bid Proposals (as of 7 / 1 / 2024 and 3 / 22 / 2024 ), Tempest Management and company filings . 3 . All cash, minority transactions with U . S . targets and over $ 100 m in equity consideration over the 4 . last 8 years with offers from only single acquiror . Excludes transactions in real - estate, energy, 5 . 2. Implied Equity Value calculated as final bid price multiplied by FDSO. Reflects unaffected date of first bid. Reflects 1 calendar month. Reflects unaffected date prior to bid announcement, transaction agreement or market rumors. Tempest Final Bid premia calculated as of 6/28/2024 (trading day prior to latest Atlas bid). 6. 7. Final Bid Premium to Initial Bid Premium to 1 - Month VWAP (Unaffected) 5,6 Unaffected Share Price 6 Closing Share Price Before Initial Bid 4 Initial to Final Bid Increase 1 - Month VWAP (at Initial Bid) 5 Closing Share Price Before Initial Bid 4 Implied Equity Value 3 % of Equity Owned 2 Acquiror Target Date 13% 11% 43% 13% 33% 27% $1.0 75% General Atlantic / Stone Point Capital HireRight Feb - 24 35% 47% 47% 15% 18% 29% $2.9 83% Light C Wonder SciPlay Aug - 23 18% 24% 60% 29% (4%) 24% 2.4 72% BDT Capital Weber Dec - 22 105% 143% 93% 17% 48% 66% 0.8 75% TPG Capital Convey Jun - 22 100% 96% 101% 30% 50% 55% 0.6 72% Sumitovant Biopharma Urovant Nov - 20 59% 59% 61% 13% 37% 42% 1.9 76% Ionis Pharmaceuticals Akcea Aug - 20 61% 50% 52% 23% 9% 24% 0.7 57% Dufry AG Hudson Aug - 20 42% 45% 45% 12% 28% 30% 3.7 72% KYOCERA Corp AVX Nov - 19 41% 29% 34% 3% 41% 30% 5.1 57% Roche Foundation Medicine Jun - 18 31% 58% 67% 2% 28% 63% 0.3 64% Investor Group Synutra Nov - 16 133% 101% 101% 43% 63% 41% 1.7 82% Icahn Federal - Mogul Sep - 16 13% 2% 2% Nil 13% 2% 1.8 90% Hallmark Crown Media Mar - 16 28% 27% 44% 9% 17% 26% $0.8 70% 25th Percentile 54% 56% 59% 17% 30% 36% $1.9 73% Mean 42% 49% 56% 14% 30% 30% $1.8 74% Median 71% 69% 74% 25% 43% 45% $2.5 78% 75th Percentile 52% 7 50% 7 76% 6% 34% 66% $1.5 61% Tempest I A P P E N D I X 16
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Financial Sponsor Acquirors All Acquirors Historical Premia Paid Analysis – All - Cash Transactions (Last 5 Years) P R O J E C T T E M P E S T Source: Note: FactSet as of 7/30/2024. Analysis includes all technology and IT services MCA majority transactions since Jul - 19 with public targets and deal values greater than $500 million. Premia represent purchase price premia relative to unaffected share prices. 54% 33% 24% 75th Percentile Median 25th Percentile 52% 32% 24% 75th Percentile Median 25th Percentile N = 82 N = 52 I A P P E N D I X 17
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $153 $224 $257 $112 $65 $119 $176 $233 $288 $84 $131 $172 Long Term Forecast – July Management Plan ($ in millions) P R O J E C T T E M P E S T Source: Tempest Management and FactSet as of 7/30/2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 3 Excludes stock - based compensation, associated payroll taxes and DCA. Tempest Adjusted Gross Profit consensus for CY2026E not shown due to insufficient forecasts (one broker). Excludes stock - based compensation, associated payroll taxes and non - recurring items. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adjusted Gross Profit 2 Adjusted EBITDA 3 related disruptions, increasing to ~20% growth by 2027 as assumed market recovery brings demand back to historical levels Gross Margins to remain low in CY’24E due to recent declines in ABR and slower - than - hoped cost cutting, rising from CY’26E onwards to 40%+ as utilization hits historical highs and ABR growth exceeds wage growth EBITDA margins more than double by 2026 due to Gross Margin gains above, SCM efficiencies and other (non - SCM) operating margin improvements Adjusted EBITDA exceeds consensus (not yet aware of Q2’24 miss) by 2026 Observations C Assumptions Actuals Plan $803 $1,070 $1,296 $1,127 $998 $1,015 $1,169 $1,403 $1,677 $1,009 $1,076 $1,251 Adj. EBITDA Margin (%) 19% 21% 20% 10% 17% 17% $337 $473 $540 $407 $338 $388 $470 $570 $676 $351 $382 Adj. Gross Profit Margin (%) 42% 44% 42% 36% 40% 41% 40% 11% organic decline in CY’24E due to +20% +20% +15% +2% (11%) (15%) +19% Organic growth 1 (%) +4% +31% ongoing macro weakness and reorg - +16% +7% (10%) 38% 35% 34% 35% 12% 12% 15% 14% 6% 8% Tempest Broker Consensus I A P P E N D I X 18
Exhibit (c)(xix)
DRAFT – Presentation Materials are Preliminary, Con f id e n tia l and Su b jec t t o F u r t h e r Re v ision s C O N F I D E N T I A L D I S C U S S I O N M A T E R I A L S Proje c t Temp est A U G U S T 2 0 2 4
C O N F I D E N T I A L DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Disclai m er P R O J E C T T E M P E S T The information herein has been prepared by Lazard based upon information supplied by Thoughtworks Holding, Inc . (the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company . We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity . With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company . We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based . The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise . These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure . Lazard is acting as investment banker to the Special Committee of the Board of Directors of the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice .
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions 3 Ǫ 4’2 3 (F e b ruar y 27, 202 4) Tempest missed Ǫ4’23 consensus Revenue by 6% and Ǫ4’23 c on se ns u s A dj u st e d EBITD A by 55% Temp e st S t ock Price Update ($ p er s h a r e) P R O J E C T T E M P E S T Source: Co m pa n y f ili ng s a n d F a c t S e t a s of 8 / 2 /2024. Tempest Share Price Performance Since June 2023 1 . 50 2 . 50 3 . 50 4 . 50 5 . 50 6 . 50 7 . 50 $8.50 1 2 % % D e n o t e s s har e p ric e re ac t io n t o e arni n g s re l e as e (29%) (26%) +14% 3 1 Ǫ 2’2 3 (A u g u s t 8, 202 3) Tempest missed Ǫ2’23 consensus Revenue by 5% and c o n s e n s u s Adjus t e d E B ITDA b y 36% , a n d revi s e d C Y ’23 Rev e n u e a n d Adjus t e d E B ITDA g u id a n c e d ownwar d s b y 10 % a n d 41%, respectively 2 Ǫ 3’2 3 (No v e m b e r 7, 202 3) Tempest beat Ǫ3’23 consensus Revenue by 1% and consensus Adjus t e d E B ITDA b y 20 % a n d n a r r o w e d t h e FY’2 3 Rev e n u e guidance range, while revising FY’23 Adjusted EBITDA guidance d ownwar d s 3% Commentary 4 Ǫ 1’2 4 (M a y 7, 202 4) Tempest beat Ǫ1’24 consensus Revenue by 2% and missed Ǫ 1’2 4 c o n s e n s u s Adjus t e d E B ITDA b y 22% , a n d ra is e d t h e FY’24 Revenue guidance range, while maintaining the FY’24 Adjusted EBITDA Margin guidance range. Finally, it was announced that CEO Xiao Guo will step down and be replaced by Mike Sutcliff 4 +20% 3
I n put I m p l ied S h are P ri c e ($) I m p l ied EV C o m m e nt ary Public C o m para bl e s E V / CY 2024E Adj. EB I T D A Based on EV/CY20 th 24E Adjusted EBITDA multiples of global peers Low: 10.0x (25 percentile of global peers: 10.0x) th High: 14.5x (75 percentile of global peers: 14.3x) E V / CY 2025E Ad j. E B I T D A $119m $1. 1 – $1. 6 Based on EV/CY2025E Adjusted EBITDA multiples of global peers Low: 9.5x (25 th percentile of global peers: 9.4x) High: 13.5x (75 th percentile of global peers: 13.4x) Precedent Tran s ac t io n s E V / L TM Ad j. E B I T D A $60m 1 $0. 6 – $1. 0 Based on EV/LTM Adjusted EBITDA multiples of precedent comparable IT services transactions L o w: 9 . 5 x ( Site l Gr o up/ S y k e s : 9 . 4x) Hi gh : 17. 0 x (Ca p g e mini / iGat e : 17. 0x) D CF July M g mt. P l an 5 - y e ar Plan B as e d o n Ju l y M anag e me nt P l an WACC of 11.0% – 16.0%, Terminal Value multiple of 9.5x – 14.5 x NTM Ad ju s t e d E B I T D A For R e f e ren c e Only Ju n e M g mt. P l a n D CF 5 - y e ar Plan B as e d o n Ju n e M anag e me nt P l an WACC of 11.0% – 16.0%, Terminal Value multiple of 9.5x – 14.5 x NTM Ad ju s t e d E B I T D A 5 - y e ar Plan $2. 3 – $4. 0 I n i t ial M g m t . P l a n D CF E V / CY 2024E $84m $0. 8 – $1. 2 B as e d o n I n itial M anag e me nt P l an WACC of 11.0% – 16.0%, Terminal Value multiple of 9.5x – 14.5 x NTM Ad ju s t e d E B I T D A Based on EV/CY2024E Adjusted EBITDA multiples of global peers (10 . 0 x t o 14. 5 x as abo v e ) Ad j. E B I T D A (Consensus) E V / CY 2025E Ad j. E B I T D A (Consensus) $131m $1. 2 – $1. 8 Based on EV/CY2025E Adjusted EBITDA multiples of global peers (9. 5 x t o 13 . 5 x a s ab o v e ) 52 - W ee k Trading Range $2.2 5 t o $7.19 $1. 0 – $2. 8 52 - W ee k Hi g h c l o s e o f $7.1 9 o n 8/3/ 23 52 - W ee k L o w c l o s e o f $2.2 5 o n 5/3/ 24 A n al yst Price Ta rg e t s $2.5 0 t o $6.00 $1. 1 – $2. 4 Wedbush Securities (5/7/24): Price target of $6.00 G o l dm a n S ac h s (6/ 24 / 24 ): P ri c e t ar g e t o f $2 . 50 Minority S quee z e - Outs Premia 27 % t o 69% $1. 8 – $2. 3 Based on premia paid in selected precedent minority transactions b y Co n t r o ll i n g S h t a h r e h o l de r Low: 27% (25 percentile); High: 69% (75 percentile) th 2 , 3 T e c h an d I T Services Premia 24 % to 54% $1 . 7 – $2 . 1 Based on premia paid by Financial Sponsor acquirors in all - cash t e c h an d I T s e rvi c t h e s maj o rit y t ran s ac t io n s Low: 24% (25 percentile); High: 54% (75 percentile) th 2 ($ in billions except per share values unless otherwise stated) DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Preliminary Valuation Summary: July Management Plan So u r c e : Note: 1 I m pli e d s h a r e p r i c e s ba s e d on T em p e s t ’ s F D SO a s of 7 / 10 / 202 4 a n d ba lanc e s h ee t a s of 2 6 / 30 / 2024 , pro forma for option exercises between 7 / 1 / 2024 and 7 / 10 / 2024 and the granting of 3 RSUs and PSUs to Mike Sutcliff required to have occurred by the end of July . $3.39 – C u rr e n t ( 8 / 2 / 24 ) $4.40 – A t l a s Of f er ( 8 / 3 / 24 ) Tempest Management, Company filings, Wall Street research and FactSet as of 8/2/2024. A s of 6 / 30 / 2024. Applied to Tempest current/unaffected price (8/2/2024). Represents controlling shareholder final bid premia to unaffected share price prior to offer announcement or market rumors for minority stakes in public companies. $5.90 $1.74 $2.88 $2.25 $2.50 $4.31 $4.20 $10.59 $2.83 $4.34 $7.19 $6.00 $5.73 $5.22 $2.57 $0.94 $66m $1.2 0 $2.0 6 $0. 7 – $1. 0 $3.90 $2.25 $1 . 7 – $3 . 0 $7.85 $4.28 $1 . 7 – $3 . 0 $7.82 $4.27 4
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T A n alysis at Various Pric e s ($ in billions except per share values or as otherwise stated) T e mpe s t Counter 5/14 T e mpe s t Counter 6/5 T e mpe s t Counter 7/1 Atlas Co u nt er 5/23 Atlas Co u nt er 8/3 Current Atlas Atlas S har e Pric e O f fer Co u nt er 8/2 3/22 7/1 $8.00 $7.50 $7.25 $7.00 $6.50 $6.00 $5.50 $5.00 $4.50 $4.40 $4.25 $4.00 $3.39 Pric e P er S hare 136% 121% 114% 106% 92% 77% 62% 47% 33% 30% 25% 18% 0% % vs. Current as of 8/2/24 ($3.39) 157% 141% 133% 125% 109% 93% 77% 61% 45% 42% 37% 29% 9% % v s . 1 - Mon t h V W A P as o f 8 / 2 / 2 4 ($3 . 11) 172% 155% 147% 138% 121% 104% 87% 70% 53% 50% 45% 36% 15% % v s . 2 - M on th VWA P as o f 8 / 2 / 2 4 ($ 2 . 94 ) 171% 154% 146% 137% 120% 103% 86% 69% 53% 49% 44% 36% 15% % v s . 3 - M on th VWA P as o f 8 / 2 / 2 4 ($ 2 . 95 ) 11% 4% 1% (3%) (10%) (17%) (24%) (30%) (37%) (39%) (41%) (44%) (53%) % vs. 52 - Week High 1 as of 8/2/24 ($7.19) 354.6 354.2 354.0 353.8 353.3 352.7 352.1 351.3 350.6 350.4 350.2 349.7 348.3 FDSO $2.8 $2.7 $2.6 $2.5 $2.3 $2.1 $1.9 $1.8 $1.6 $1.5 $1.5 $1.4 $1.2 I mpli e d Equity V a l ue 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 P l u s : D ebt (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) L e ss : C a s h $3.1 $2.9 $2.8 $2.7 $2.5 $2.4 $2.2 $2.0 $1.8 $1.8 $1.7 $1.6 $1.4 I mpli e d E nt e rpri s e Va l ue Metric 2.7x 2.6x 2.5x 2.4x 2.3x 2.1x 1.9x 1.8x 1.6x 1.6x 1.5x 1.5x 1.3x $1,127m CY’23A I mp l i ed EV / Revenue 3.0x 2.8x 2.7x 2.6x 2.5x 2.3x 2.1x 1.9x 1.8x 1.7x 1.7x 1.6x 1.4x $1,033m LT M 2 3.1x 2.9x 2.8x 2.7x 2.5x 2.4x 2.2x 2.0x 1.8x 1.8x 1.7x 1.6x 1.4x $998m CY’24E 3.0x 2.9x 2.8x 2.7x 2.5x 2.3x 2.2x 2.0x 1.8x 1.8x 1.7x 1.6x 1.4x $1,015m CY’25E 27.6x 26.0x 25.2x 24.4x 22.8x 21.2x 19.6x 18.0x 16.4x 16.0x 15.6x 14.7x 12.8x $112m CY’23A I mp l i ed EV / Adjusted EBITDA 51.4x 48.4x 46.9x 45.4x 42.4x 39.4x 36.4x 33.4x 30.4x 29.8x 28.9x 27.4x 23.8x $60m LT M 2 46.9x 44.1x 42.8x 41.4x 38.7x 35.9x 33.2x 30.5x 27.7x 27.2x 26.4x 25.0x 21.7x $66m CY’24E 25.9x 24.4x 23.6x 22.8x 21.3x 19.8x 18.3x 16.8x 15.3x 15.0x 14.6x 13.8x 12.0x $119m CY’25E So u r c e : T em p e s t M a n a g e me n t , Co m pa n y f ili ng s a n d F a c t S e t a s of 8 / 2 /2024. Note: On 7/2, Tempest proposed $4.25 base consideration plus a $1.50 CVR; the offer was subsequently rejected by Atlas. 1 T em p e s t 5 2 - W ee k High of $7 . 1 9 o c c u rr e d on 8 / 3 / 2023. 2 A s of 6 / 30 / 2024. 5
C O N F I D E N T I A L P R O J E C T T E M P E S T DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Appendix I
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions P R O J E C T T E M P E S T Source: Wall Street research and FactSet as of 8/2/2024. Note: Tempest completed its IPO on September 15, 2021. 1 J.P. Morgan has withdrawn its price target in recent research. 2 Wolfe Research has not provided a price target to accompany recent “Peer Perform” rating. 3 William Blair has stated “Market Perform” rating in recent research without naming a specific price target. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $0 $5 $10 $15 $20 $25 $30 $35 $40 11/2021 01/2022 03/2022 05/2022 07/2022 09/2022 11/2022 01/2023 03/2023 05/2023 07/2023 09/2023 11/2023 01/2024 03/2024 05/2024 07/2024 B uy H o l d S e l l Sh ar e P ric e Ta rg e t P r i c e P ric e P e r S hare P e rc e n t ag e o f B r o k e r R e c o mm e n dati o n s A s o f 8 / 2 / 24 Ta rg et P ric e Rating Firm Date $6.00 Buy Restricted 07/17/2024 6.00 Buy 05/07/2024 5.00 Hold 07/16/2024 3.50 Hold 05/07/2024 3.40 Hold 05/24/2024 3.00 Hold 07/16/2024 2.50 Sell 06/24/2024 – 1 Buy 05/20/2024 – 2 Hold 05/08/2024 – 3 Hold 07/01/2024 $6.00 High $2.50 Low $4.20 Mean $3.50 Median $3.39 Curr e n t S har e Pric e 3.2% % M edian Abov e ( B e l o w) Curr e n t Broker Target Prices and Recommendations ($ p er s h a r e) S u mm a r y of B r o k e r Tar g e t Price s a n d Re c om m e n d a t io n s B r o k e r Re c om m e n d a t io n s M o n t h ly Ev o lu t ion Since IPO I A P P E N D I X 7
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Compan i es A n alysis ($ i n b i ll i o n s ) En t e r p r i s e V a l ue / P R O J E C T T E M P E S T Source: Company filings, Wall Street research and FactSet as of 8/2/2024. Not e : Y e a r s r e f e r t o c al e n da r y e a r s . 1 All EBITDA figures shown are Adjusted EBITDA presented on a like - for - like basis excluding stock - based compensation. 2 Organic revenue growth figures are shown where available. 3 Several Endava metrics (including Equity Value, Enterprise Value, and CY2024E Revenue and EBITDA on a pro forma basis) cannot be calculated at present due to insufficient disclosures related to the 4/10/24 acquisition of GalaxE (principally cash vs. stock consideration mix and its pro forma contribution to Revenue and EBITDA). '24 – '25 '23 – '24 '22 – '23 25E 24E 23A/E 25E 24E 23A/E 25E NTM 24E 23A/E 25E 24E 23A/E Value Value High Low Company D ig i t a l I T S e r v i ce s 8% (1%) (3%) 17% 17% 18% 31% 31% 31% 12.2x 13.2x 13.4x 12.6x 2.11x 2.26x 2.23x $10.5 $12.5 (34%) 23% E P A M S y s t e m s 16% 16% 11% 20% 20% 21% 38% 38% 38% 15.0 16.9 17.6 19.8 3.04 3.53 4.08 8.6 8.5 (24%) 24% Globant NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM NM (63%) 20% Endava 3 10% 3% 1% 18% 18% 18% 33% 33% 32% 12.9x 14.1x 14.5x 14.4x 2.34x 2.58x 2.70x 25 t h P e r ce n t i l e 12% 7% 4% 19% 18% 19% 35% 34% 34% 13.6 15.1 15.5 16.2 2.57 2.90 3.16 Mean 12% 7% 4% 19% 18% 19% 35% 34% 34% 13.6 15.1 15.5 16.2 2.57 2.90 3.16 Median 14% 11% 8% 20% 19% 20% 36% 36% 36% 14.3 16.0 16.6 18.0 2.80 3.21 3.62 75 t h P e r ce n t i l e D i v e r s ifi e d I T S e r v i ce s 5% 2% 3% 22% 22% 22% 33% 33% 32% 13.4x 14.3x 14.3x 14.7x 2.98x 3.14x 3.21x $206.7 $207.6 (16%) 15% Accenture 4% (1%) 4% 16% 16% 16% 27% 27% 27% 9.4 9.7 10.0 9.9 1.52 1.59 1.57 38.7 34.8 (21%) 13% Capgemini 4% 0% (1%) 19% 19% 19% 34% 34% 35% 9.1 9.4 9.6 9.8 1.76 1.82 1.83 35.4 37.0 (7%) 17% C o g ni z a n t T ec h 4% (0%) 1% 18% 17% 17% 30% 30% 30% 9.3x 9.5x 9.8x 9.9x 1.64x 1.71x 1.70x 25 t h P e r ce n t i l e 4% 1% 2% 19% 19% 19% 31% 31% 31% 10.6 11.1 11.3 11.5 2.09 2.18 2.21 Mean 4% 0% 3% 19% 19% 19% 33% 33% 32% 9.4 9.7 10.0 9.9 1.76 1.82 1.83 Median 5% 1% 3% 21% 20% 20% 33% 33% 33% 11.4 12.0 12.1 12.3 2.37 2.48 2.52 75 t h P e r ce n t i l e 4% (1%) (1%) 17% 17% 18% 31% 31% 31% 9.4x 9.7x 10.0x 9.9x 1.76x 1.82x 1.83x G l o b a l 25 t h P e r c . 7% 3% 3% 19% 19% 19% 33% 33% 33% 11.8 12.7 13.0 13.4 2.28 2.47 2.59 G l o b a l M e a n 5% 0% 3% 19% 19% 19% 33% 33% 32% 12.2 13.2 13.4 12.6 2.11 2.26 2.23 G l o b a l M e d i a n 8% 2% 4% 20% 20% 21% 34% 34% 35% 13.4 14.3 14.3 14.7 2.98 3.14 3.21 G l o b a l 75 t h P e r c . % C h . 5 2 W k . E qu i t y En t e r p r i s e R e v e nue A d j . E B I T D A 1 G r o s s Ma r g i n A d j . E B I T DA Ma r g in 1 R e v e nue G r o w t h 2 I A P P E N D I X 8
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Comparable Precedent Transactions ($ i n mi ll i o n s un l e ss o t h e r w i s e s tated) P R O J E C T T E M P E S T So u r c e : Co m pa n y f ili ng s a n d W a l l St r ee t r e s e a r c h. Note: All EBITDA figures calculated on a pre - SBC basis where available. 1 Through an affiliate of BPEA Private Equity Fund VIII. 2 DXC (State & Local HHS Business) and Aricent EBITDA multiples are shown as disclosed by the respective companies and may be burdened for SBC due to lack of available information. EV / L T M Ad j. E BI T DA E nterpr i s e Value Target Acquiror Anno u n c emen t Da t e 16.8x $2,966 Perficient EǪT 1 May - 24 9.4 $2,160 Sykes Sitel Gr o u p Jun - 21 16.4 $1,993 Virtusa B a ring Pri v a te Equity Sep - 20 12.5 2 $5,000 DX C ( H H S Busine s s ) V e ri t a s Ca p ital Mar - 20 11.2 €5,078 Altran Capgemini Jun - 19 15.3 $1,989 Luxoft DXC Jan - 19 13.3 $3,586 Syntel Atos Jul - 18 10.6 2 $2,000 Aricent Altran Nov - 17 17.0 $4,603 iGate Capgemini Apr - 15 16.1 $3,402 Sapient Publicis Nov - 14 11.5x 25t h P er c e n tile 13.9x Mean 14.3x Median 16.4x 75t h P er c e n tile I A P P E N D I X 9
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions ($ i n mi ll i o n s exc ept p er s h a r e v a l u es ) P R O J E C T T E M P E S T Tempest Discounted Cash Flow Analysis – July Management Plan So u r c e : Note: Tempest Management, Company filings, Wall Street research and FactSet as of 8/2/2024. DCF assumes mid - year convention and valuation date as of 6/30/2024. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $14m - $16m. Adj. EBITDA is burdened for restructuring charges in Ǫ3’23 - Ǫ4’24. D&A and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs and NOL utilization. 1 2 3 4 T e m p e s t M a n a g e m e n t P l a n Ǫ3 CY'24E Ǫ4 CY'24E CY2025E CY2026E Ǫ 2 C Y ' 24 A Actuals C Y 2023 A Ǫ 1 C Y ' 24 A $176 $119 $17 $5 ($2) $5 $93 A d j . E B I T DA L e s s R e s t r u c t u r in g 1 15% 12% 7% 2% (1%) 2% 8% % M a r g i n (24) (21) (5) (5) (4) (3) (22) D e p r e c i a t io n & A m o r t i z a t io n 2 (41) (41) (13) (11) (10) (11) (65) S t o c k - B a s e d C o m p e n s a t io n $111 $57 ($1) ($12) ($15) ($9) $6 A d j u s t e d E B I T 2 9% 6% (0%) (5%) (6%) (4%) 1% % M a r g i n (40) (31) (5) (6) Taxes 36% 53% (553%) (56%) % E ff ec t i v e T a x R a te $71 $27 ($5) ($18) NOPAT 6% 3% (2%) (7%) % M a r g i n 24 21 5 5 P l u s : D e p r e c i a t io n & A m o r t i z a t io n 2 2 0 2 P l u s : B a d D e bt E x p e n s e 3 (21) 8 7 2 L e ss : I n c r e a s e i n NW C (28) (24) (5) (5) L e ss : C a p i t a l E x p e n d i t u r e s $49 $34 $2 ($14) U n l e v e r e d F r e e C a s h F l o w E n t e r p r i s e V a l ue a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f I m p l i e d Sh a r e P r i c e ( $ ) a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f P V o f F C F s Ǫ 3 ' 24 E – ' 27 E W A C C 14.50x 13.25x 12.00x 10.75x 9.50x $2,601 $2,387 $2,172 $1,958 $1,744 2,700 2,478 2,255 2,032 1,810 2,804 2,573 2,342 2,110 1,879 2,914 2,673 2,433 2,193 1,952 3,029 2,779 2,529 2,279 2,029 14.50x 13.25x 12.00x 10.75x 9.50x $6.66 $6.07 $5.47 $4.88 $4.28 6.94 6.32 5.70 5.08 4.46 7.23 6.59 5.94 5.30 4.66 7.53 6.86 6.20 5.53 4.86 7.85 7.16 6.46 5.77 5.07 16.00% 14.75% 13.50% 12.25% 11.00% $100 103 106 109 112 E qu i t y V a l ue a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f I m p l i e d P G R 4 a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f W A C C 14.50x 13.25x 12.00x 10.75x 9.50x $2,355 $2,140 $1,926 $1,712 $1,497 2,454 2,231 2,009 1,786 1,564 2,558 2,327 2,096 1,864 1,633 2,668 2,427 2,187 1,946 1,706 2,783 2,533 2,283 2,033 1,783 14.50x 13.25x 12.00x 10.75x 9.50x 13.4% 13.2% 12.9% 12.5% 12.1% 12.2% 11.9% 11.7% 11.3% 10.8% 11.0% 10.7% 10.4% 10.1% 9.6% 9.7% 9.5% 9.2% 8.8% 8.4% 8.5% 8.2% 8.0% 7.6% 7.2% 16.00% 14.75% 13.50% 12.25% 11.00% I A P P E N D I X 10
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions ($ i n mi ll i o n s exc ept p er s h a r e v a l u es ) P R O J E C T T E M P E S T Tempest Discounted Cash Flow Analysis – June Management Plan T e m p e s t M a n a g e m e n t P l a n Ǫ3 CY'24E Ǫ4 CY'24E CY2025E CY2026E Ǫ 2 C Y ' 24 A Actuals C Y 2023 A Ǫ 1 C Y ' 24 A $175 $117 $23 $26 ($2) $5 $93 A d j . E B I T DA L e s s R e s t r u c t u r in g 1 15% 11% 9% 10% (1%) 2% 8% % M a r g i n (27) (23) (5) (5) (4) (3) (22) D e p r e c i a t io n & A m o r t i z a t io n 2 (42) (42) (13) (11) (10) (11) (65) S t o c k - B a s e d C o m p e n s a t io n $106 $52 $5 $10 ($15) ($9) $6 A d j u s t e d E B I T 2 9% 5% 2% 4% (6%) (4%) 1% % M a r g i n (43) (33) (5) (6) Taxes 40% 63% 85% 64% % E ff ec t i v e T a x R a te $64 $19 $1 $4 NOPAT 5% 2% 0% 1% % M a r g i n 27 23 5 5 P l u s : D e p r e c i a t io n & A m o r t i z a t io n 2 2 0 0 P l u s : B a d D e bt E x p e n s e 3 (20) (10) 7 10 L e ss : I n c r e a s e i n NW C (29) (25) (5) (5) L e ss : C a p i t a l E x p e n d i t u r e s $44 $8 $9 $13 U n l e v e r e d F r e e C a s h F l o w E n t e r p r i s e V a l ue a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f I m p l i e d Sh a r e P r i c e ( $ ) a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f P V o f F C F s Ǫ 3 ' 24 E – ' 27 E W A C C 14.50x 13.25x 12.00x 10.75x 9.50x $2,593 $2,380 $2,167 $1,953 $1,740 2,692 2,470 2,249 2,027 1,805 2,795 2,565 2,335 2,104 1,874 2,904 2,665 2,425 2,186 1,946 3,018 2,769 2,520 2,271 2,022 14.50x 13.25x 12.00x 10.75x 9.50x $6.64 $6.05 $5.46 $4.86 $4.27 6.91 6.30 5.68 5.07 4.45 7.20 6.56 5.92 5.28 4.64 7.50 6.84 6.17 5.51 4.84 7.82 7.13 6.44 5.75 5.06 16.00% 14.75% 13.50% 12.25% 11.00% $103 106 109 111 114 E qu i t y V a l ue a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f I m p l i e d P G R 4 a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f W A C C 14.50x 13.25x 12.00x 10.75x 9.50x $2,347 $2,134 $1,920 $1,707 $1,494 2,446 2,224 2,002 1,781 1,559 2,549 2,319 2,089 1,858 1,628 2,658 2,418 2,179 1,940 1,700 2,772 2,523 2,274 2,025 1,776 14.50x 13.25x 12.00x 10.75x 9.50x 13.5% 13.3% 13.0% 12.6% 12.2% 12.3% 12.0% 11.7% 11.4% 10.9% 11.0% 10.8% 10.5% 10.2% 9.7% 9.8% 9.5% 9.3% 8.9% 8.5% 8.5% 8.3% 8.0% 7.7% 7.3% 16.00% 14.75% 13.50% 12.25% 11.00% So u r c e : Note: Tempest Management, Company filings, Wall Street research and FactSet as of 8/2/2024. DCF assumes mid - year convention and valuation date as of 6/30/2024. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $14m - $16m. Adj. EBITDA is burdened for restructuring charges in Ǫ3’23 - Ǫ4’24. D&A and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs and NOL utilization. 1 2 3 4 I A P P E N D I X 11
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions ($ i n mi ll i o n s exc ept p er s h a r e v a l u es ) P R O J E C T T E M P E S T Tempest Discounted Cash Flow Analysis – Initial Management Plan $380 $307 $235 $155 $31 $32 ($2) $5 $93 A d j . E B I T DA L e s s R e s t r u c t u r in g 1 19% 18% 17% 13% 12% 12% (1%) 2% 8% % M a r g i n (43) (36) (30) (25) (5) (5) (4) (3) (22) D e p r e c i a t io n & A m o r t i z a t io n 2 (70) (59) (49) (46) (13) (11) (10) (11) (65) S t o c k - B a s e d C o m p e n s a t io n $267 $213 $157 $84 $13 $16 ($15) ($9) $6 A d j u s t e d E B I T 2 13% 13% 11% 7% 5% 6% (6%) (4%) 1% % M a r g i n (86) (69) (55) (41) (9) (11) Taxes 32% 33% 35% 49% 66% 66% % E ff ec t i v e T a x R a te $180 $143 $101 $43 $5 $5 NOPAT 9% 9% 7% 4% 2% 2% % M a r g i n 43 36 30 25 5 5 P l u s : D e p r e c i a t io n & A m o r t i z a t io n 5 4 3 3 1 1 P l u s : B a d D e bt E x p e n s e 3 (41) (35) (30) (17) 5 7 L e ss : I n c r e a s e i n NW C (48) (40) (34) (28) (5) (5) L e ss : C a p i t a l E x p e n d i t u r e s $139 $108 $71 $25 $10 $13 U n l e v e r e d F r e e C a s h F l o w A c t u a l s T e m p e s t M a n a g e m e n t P l a n C Y 2023 A Ǫ 1 C Y ' 24 A Ǫ 2 C Y ' 24 A Ǫ 3 C Y ' 24 E Ǫ 4 C Y ' 24 E C Y 2025 E C Y 2026 E C Y 2027 E C Y ' 28 E / T V E n t e r p r i s e V a l ue a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f I m p l i e d Sh a r e P r i c e ( $ ) a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f P V o f F C F s Ǫ 3 ' 24 E – ' 27 E W A C C 14.50x 13.25x 12.00x 10.75x 9.50x $3,453 $3,171 $2,889 $2,607 $2,325 3,584 3,291 2,998 2,705 2,412 3,721 3,417 3,112 2,808 2,503 3,865 3,549 3,232 2,916 2,599 4,017 3,688 3,359 3,029 2,700 14.50x 13.25x 12.00x 10.75x 9.50x $9.03 $8.24 $7.46 $6.68 $5.90 9.39 8.58 7.76 6.95 6.14 9.77 8.93 8.08 7.24 6.39 10.17 9.29 8.42 7.54 6.66 10.59 9.68 8.77 7.85 6.94 16.00% 14.75% 13.50% 12.25% 11.00% $165 170 174 178 182 E qu i t y V a l ue a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f I m p l i e d P G R 4 a t C Y 2028 E ( N T M ) A d j us t e d E B I T DA M u l t i p l e o f W A C C 14.50x 13.25x 12.00x 10.75x 9.50x $3,207 $2,925 $2,643 $2,360 $2,078 3,338 3,045 2,752 2,458 2,165 3,475 3,170 2,866 2,561 2,257 3,619 3,303 2,986 2,670 2,353 3,771 3,442 3,112 2,783 2,454 14.50x 13.25x 12.00x 10.75x 9.50x 13.3% 13.0% 12.7% 12.3% 11.9% 12.0% 11.8% 11.5% 11.1% 10.6% 10.8% 10.6% 10.3% 9.9% 9.4% 9.6% 9.3% 9.0% 8.6% 8.2% 8.3% 8.1% 7.8% 7.4% 6.9% 16.00% 14.75% 13.50% 12.25% 11.00% So u r c e : Note: Tempest Management, Company filings, Wall Street research and FactSet as of 8/2/2024. DCF assumes mid - year convention and valuation date as of 6/30/2024. Effective Tax rate excludes impact of Net Operating Loss (NOL) utilization. Enterprise Value, Equity Value and Implied Share Price figures are adjusted to include the Present Value of Net Operating Losses (NOLs) ranging from $14m - $16m. Adj. EBITDA is burdened for restructuring charges through 2024. D&A and Adjusted EBIT are unburdened by amortization of acquisition - related intangible assets. Tempest Management is required to burden the income statement for a level of bad debt expense that exceeds the forecasted uncollectable amount. Implied perpetual growth rate calculated based on Terminal Value and terminal year FCF excluding impact of NOLs and NOL utilization. 1 2 3 4 I A P P E N D I X 12
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Tempest NOLs Discounted Cash Flow Analysis ($ i n mi ll i o n s ) P R O J E C T T E M P E S T So u r c e : 1 T em p e s t M a n a g e me n t . Discounted at a Cost of Equity of 13.50%, representing the midpoint of the WACC analysis Cost of Equity. T e m p e s t M a n a g e m e n t P l a n Ǫ3 2024E Ǫ4 2024E CY2025E CY2026E CY2027E CY2028E CY2029E+ Actuals Ǫ 2 2024 A Gr o s s T a x E ff e c t e d N O L B a l a n c e N O L B a l a n c e D e p l e t io n B y T a x R a t e C o r p o r a t e E n t i t y U . S . N O Ls $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.1 31 - Dec - 44 8.8% TWUSA $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.4 31 - Dec - 39 4.3% TWUSA $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.1 31 - Dec - 39 7.0% TWUSA 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 31 - Dec - 29 6.0% TWUSA 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 31 - Dec - 34 9.8% TWUSA 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 31 - Dec - 39 7.9% TWUSA 0.3 0.2 0.2 0.2 0.2 0.0 0.0 1.1 5.2 31 - Dec - 30 21.0% TRACǪ 1.4 0.7 0.7 0.7 0.7 0.2 0.2 4.5 21.2 31 - Dec - 30 21.0% TRHLD $1.7 $0.9 $0.9 $0.9 $0.9 $0.2 $0.2 $5.6 $27.6 T o t a l US N on - U . S . N O Ls - - $0.3 $0.3 $0.3 $0.1 $0.1 $1.0 $3.2 31 - Dec - 27 30.0% TWAUI 6.2 0.6 0.6 0.6 0.6 0.2 0.2 9.0 26.4 31 - Dec - 38 34.0% TWBRA 0.3 0.0 0.0 0.0 0.0 0.0 0.0 0.4 1.2 31 - Dec - 38 34.0% TWBRZ - 0.5 0.5 0.5 0.5 0.1 0.1 2.4 9.2 31 - Dec - 28 26.5% TWCAD 0.5 0.2 0.2 0.2 0.2 0.0 0.0 1.2 5.9 31 - Dec - 31 20.0% TWFIN - 0.4 0.4 0.4 0.4 0.1 0.1 1.9 10.7 31 - Dec - 28 17.5% TWDEU 0.2 0.0 0.0 0.0 0.0 0.0 0.0 0.4 2.3 31 - Dec - 34 16.5% TWHKG - 0.1 0.1 0.1 0.1 0.0 0.0 0.4 1.5 31 - Dec - 28 27.9% TWITA 1.0 0.2 0.2 0.2 0.2 0.0 0.0 1.7 6.6 31 - Dec - 34 25.8% TWNET - 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.2 31 - Dec - 28 28.0% TWNZL - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 31 - Dec - 28 19.7% TWSWI - 0.2 0.2 0.2 0.2 0.0 0.0 0.8 3.1 31 - Dec - 28 25.0% UKHLD - 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.9 31 - Dec - 28 20.0% TWVNM $8.1 $2.3 $2.6 $2.6 $2.6 $0.6 $0.6 $19.4 $71.2 T o t a l N on - US $9.9 $3.1 $3.4 $3.4 $3.4 $0.9 $0.9 $25.0 $98.8 Total D i s c o un t f a c t o r 1 D i s c o un t e d C a s h F l o w B e n e f i t 1 . 0 0 . 8 1 . 0 0 . 8 0 . 9 3 . 0 0 . 8 2 . 6 0 . 7 2 . 3 0 . 6 1 . 9 3 . 6 PV of NOLs as of June 30, 2024 1 $15.2 W A C C Implied C o s t o f E qu i t y Implied P V o f N O Ls $14.1 16.0% 16.00% 14.6 14.8% 14.75% 15.2 13.5% 13.50% 15.8 12.3% 12.25% 16.4 11.0% 11.00% I A P P E N D I X 13
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Temp e st W A CC A nalysis ($ i n b i ll i o n s ) P R O J E C T T E M P E S T 4 5 6 7 8 Source: Kroll, company filings, Wall Street research and FactSet as of 8/2/2024. Note: Bloomberg Global Raw Beta and Barra Predicted World Beta are both shown as of 6/28/2024. 1 Based on Tempest’s current price of $3.39 (as of 8/2/2024). 2 Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Net Debt/Equity)]. 3 Several Endava metrics (including Equity Value and Enterprise Value) cannot be calculated at present due to insufficient disclosures related to the 4/10/24 acquisition of GalaxE (principally cash vs. stock consideration mix). Represents 10 - Year Government Bond Yields weighted by Country revenue exposure as of 8/2/2024. Historical long - term equity risk premium (7.17%): large company stock total returns minus long - term government bond income returns. (Source: Kroll December 2023). Low end of range: Kroll recommended equity risk premium (5.50%) as of February 2024; high end of range: historical long - term equity risk premium (7.17%) as of December 2023. (Source: Kroll). Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). Weighted Average Cost of Capital = (Post - Tax Cost of Debt)(Net Debt/Cap) + (Cost of Equity)(Equity/Cap). B a rr a P r e d i c t e d B e t a B l oo m b e r g H i s t o r i c a l B e t a C a p i t a l S t r u c t u r e Levered Unleve U n l e v e r e d Levered N e t D e b t / N e t D e b t / Market Beta 2 Beta Beta 2 Equity Cap. Value Company 1.64 1.03 0.90 (16%) (19%) $12.5 E P A M S y s t e m s 1.60 0.77 0.78 1% 1% 8.5 Globant N NM NM NM NM NM E n d a v a 3 1.11 1.10 (0%) (0%) 207.6 Accenture 0.75 0.81 11% 10% 34.8 Capgemini 0.99 0.95 (4%) (5%) 37.0 C o g ni z a n t T ec h 0.81 (4%) (5%) P ee r 25 t h P e r ce n t i l e 0.90 0 .9 (0%) 1% (0%) 1% P ee r M e d i a n P ee r 75 t h P e r ce n t i l e (8%) (9%) D i g i t a l I T S e r v i ce s M e d i a n (0% (0%) D i v e r s i f i e d I T S e r v i ce s M e d i a n T e m p e s t W A C C S e n s i t Assumptions L ow 1.52 0.0% 0 U n l e v e r e d B et a T a r g e t N e t D e b t / C a p i t a li z a t i o n T a r g e t N e t D e b t / E qu i t y L e v e r i n g F a c t o r L e v e r e d B et a 2 T a x R a t e R i s k - F r e e R a t e o f R et u r n 4 E qu i t y R i s k P r e m i u m 5 C o s t o f E qu i t y 7 P r e - T a x C o s Post - Tax W $1.2 1 17% 1 1 6 6 I A P P E N D I X 14
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Country - W eight e d Risk - Free Ra t e A n alysis P R O J E C T T E M P E S T Source: Tempest Management, Trading Economics and FactSet as of 8/2/2024. 1 Yields are for 10 - year local currency government bonds as of 8/2/2024. All yields retrieved from FactSet unless otherwise noted. 2 Chile’s 10 - year government bond yield is retrieved from Trading Economics and is as of 8/2/2024. 3 Ecuador does not have an active local currency bond market – analysis applied U.S. treasury yield as a proxy as Ecuador’s economy is fully dollarized. 4 Y i e l d w e ight e d b y C Y 2024 E r e v e n u e s h a r e . Yi e l d (%) 1 CY 2024 E Rev e n u e Sha r e (%) Country 3.80% 32.4% US 2.16% 13.3% Germany 4.05% 12.3% Australia 6.90% 9.7% India 3.81% 8.7% UK 2.78% 6.4% Singapore 2.13% 5.8% China 3.01% 2.9% Canada 11.91% 2.9% Brazil 3.02% 1.4% Spain 5.91% 2 1.4% Chile 3.59% 1.1% Italy 2.57% 0.7% Thailand 3.80% 3 0.1% Ecuador 2.46% 0.2% Netherlands 2.75% 0.3% Finland 6.61% 0.1% Romania 3.00% 0.3% Hong Kong 4.24% 0.1% N e w Ze al and 0.39% 0.0% Switzerland 3.96% Country - Weighted Risk - Free Rate 4 I A P P E N D I X 15
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Premia in Selected Precedent Minority Transactions 1 by Controlling Shareholder ($ i n b i ll i o n s ) P R O J E C T T E M P E S T So u r c e : 1. financial institutions and oil and gas industries. Based on issued and outstanding common stock, on a non - diluted basis. Atlas Bid Proposals (as of 8 / 3 / 2024 and 3 / 22 / 2024 ), Tempest Management and company filings . 3 . All cash, minority transactions with U . S . targets and over $ 100 m in equity consideration over the 4 . last 8 years with offers from only single acquiror . Excludes transactions in real - estate, energy, 5 . 2. Implied Equity Value calculated as final bid price multiplied by FDSO. Re f l e c t s un a ff e c t e d d a t e of f i r s t bi d . Re f l e c t s 1 c al e n da r mont h. Reflects unaffected date prior to bid announcement, transaction agreement or market rumors. Tempest Final Bid premia calculated as of 8/2/2024 (trading day prior to latest Atlas bid). 6. 7. F i n a l Bid Premiu m to Ini t ial Bid Premiu m to 1 - M onth VWAP (Unaffected) 5,6 Unaffected Sh ar e P r i c e 6 Clo s i n g Sh ar e P r i c e Be f o r e Ini t ial Bid 4 Ini t ial to F i n a l Bid In cr e as e 1 - M onth VWAP (at Ini t ial Bid ) 5 Clo s i n g Sh ar e P r i c e Be f o r e Ini t ial Bid 4 I mp li e d Equity Value 3 % of Equity Ow n e d 2 Acquiror Target Date 13% 11% 43% 13% 33% 27% $1.0 75% G ene r a l Atl a n tic / Stone Poi n t C ap i t al HireRight Feb - 24 35% 47% 47% 15% 18% 29% $2.9 83% L ight & W on d er SciPlay Aug - 23 18% 24% 60% 29% (4%) 24% 2.4 72% B D T C ap i t al Weber Dec - 22 105% 143% 93% 17% 48% 66% 0.8 75% T P G C ap i t al Convey Jun - 22 100% 96% 101% 30% 50% 55% 0.6 72% Su m i t ov a n t Biopharma Urovant Nov - 20 59% 59% 61% 13% 37% 42% 1.9 76% Ionis Ph armac euti ca ls Akcea Aug - 20 61% 50% 52% 23% 9% 24% 0.7 57% D ufr y AG Hudson Aug - 20 42% 45% 45% 12% 28% 30% 3.7 72% K Y O C ER A Co r p AVX Nov - 19 41% 29% 34% 3% 41% 30% 5.1 57% Roche F oun da t i o n Medicine Jun - 18 31% 58% 67% 2% 28% 63% 0.3 64% Inve s tor Gr oup Synutra Nov - 16 133% 101% 101% 43% 63% 41% 1.7 82% Icahn F e d e r a l - Mogul Sep - 16 13% 2% 2% Nil 13% 2% 1.8 90% Hallmark C r own M e d ia Mar - 16 28% 27% 44% 9% 17% 26% $0.8 70% 25 th Pe rc enti l e 54% 56% 59% 17% 30% 36% $1.9 73% Mean 42% 49% 56% 14% 30% 30% $1.8 74% Median 71% 69% 74% 25% 43% 45% $2.5 78% 75 th Pe rc enti l e 42% 7 30% 7 83% 10% 34% 66% $1.5 61% Tempest I A P P E N D I X 16
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions Fina n c ial Sp o n s or A c q uiror s Al l A c q uiror s Historical Premia Paid Analysis – All - Cash Transactions (Last 5 Years) P R O J E C T T E M P E S T So u r c e : Note: F a c t S e t a s of 8 / 2 /2024. Analysis includes all technology and IT services M&A majority transactions since Aug - 19 with public targets and deal values greater than $500 million. Premia represent purchase price premia relative to unaffected share prices. 54% 33% 24% 7 5 t h P e rc e n t ile M ed ian 2 5 t h P e rc e n t ile 52% 32% 24% 7 5 t h P e rc e n t ile M ed ian 2 5 t h P e rc e n t ile N = 82 N = 52 I A P P E N D I X 17
DRAFT – Presentation Materials are Preliminary, Confidential and Subject to Further Revisions $153 $224 $257 $112 $66 $119 $176 $233 $288 $84 $131 $172 Lo n g Term F o re c ast – J u ly Mana ge m ent Plan ($ i n mi ll i o n s ) P R O J E C T T E M P E S T So u r c e : T em p e s t M a n a g e me n t a n d F a c t S e t a s of 8 / 2 /2024. 1 Represents organic revenue growth, adjusted for contributions from acquisitions, unadjusted for foreign exchange effects. 2 3 Excludes stock - based compensation, associated payroll taxes and D&A. Tempest Adjusted Gross Profit consensus for CY2026E not shown due to insufficient forecasts (one broker). Excludes stock - based compensation, associated payroll taxes and non - recurring items. CY’28E CY’27E CY’26E CY’25E CY’24E CY’23A CY’22A CY’21A CY’20A Revenue Adju s ted Gross Profit 2 Adju s ted EBITDA 3 r el a te d dis r up t ion s , in c r ea s ing to ~ 20 % g r o w t h b y 202 7 a s a s s umed m ar k et r ec o v e r y b r in g s dema n d ba c k t o hi s t o r i c a l le v els G r oss Ma r g ins t o r emain l o w in C Y’2 4 E due t o r ecent de c lin e s in AB R and s l o w e r - t h an - ho p ed c o s t c ut t in g , r i s ing f r o m C Y’ 2 6 E o n w a r ds t o 40 % + as utiliz ati on hit s hi s t o r i c a l hi g hs and AB R g r o w t h e x c e e ds wa g e g r o w t h E B IT D A m a r g ins m o r e t h a n double by 202 6 due t o G r oss Ma r g in g ain s ab o v e , S & M efficien cie s an d o th e r ( non - S &M ) ope r atin g m a r g in im p r o v ements Adju s te d E B IT D A e x c e e ds c onse ns us ( no t y et awa r e of Ǫ 2 ’ 2 4 m i s s ) b y 202 6 Ob s e r v a ti o ns & A ss ump t ions Actuals Plan Or g a n i c g r o w t h 1 (%) $803 $1,07 0 $1,29 6 $1,12 7 $998 $1,01 5 $1,16 9 $1,40 3 $1,67 7 $1,00 9 $1,076 $1,25 1 A d j . E BI TD A Ma r g i n ( % ) 19% 21% 20% 10% 17% 17% $337 $473 $540 $407 $338 $388 $470 $570 $676 $351 $382 A d j . G r o s s P r o f i t Ma r g i n ( % ) 42% 44% 42% 36% 40% 41% 40% 11 % o r g ani c de clin e in C Y’ 24 E d ue to +20% +20% +15% +2% (11%) (15%) +19% +31% +4% on g oing ma c r o w ea k ne s s an d r eo r g - +16% +7% (10%) 38% 35% 34% 35% 12% 12% 15% 14% 7% 8% T e m p e s t Bro k e r C on s e n s u s I A P P E N D I X 18
Exhibit (d)(iv)
EXECUTION VERSION
AMENDMENT TO THOUGHTWORKS INC.
EMPLOYMENT AGREEMENT
This Amendment to the Thoughtworks
Inc. Employment Agreement (this “Amendment”) is made and entered into effective as of July 31, 2024 (the
“Amendment Effective Date”), by and between Thoughtworks Inc., a Delaware corporation (the “Company”),
and Michael R. Sutcliff (the “Executive” and, together with the Company, the “Parties”).
Whereas, the Company
and Executive entered into that certain Employment Agreement, dated as of May 2, 2024 (the “Agreement”),
and
Whereas, the Parties
desire to amend Sections 4(b) and 4(c) of the Agreement in the manner reflected herein, and
Whereas, the Board
of Directors of the Company has approved the amendment of the Agreement in the manner reflected herein,
Now Therefore, in consideration
of the premises and mutual covenants and conditions herein, the Parties, intending to be legally bound, hereby agree as follows, effective
as of the Amendment Effective Date:
1.
Incentive Compensation; Restricted Stock Units. The last sentence of Section 4(b) of the Agreement is hereby deleted
and replaced in its entirety with the following sentence (with all capitalized terms having the meaning originally ascribed thereto in
the Agreement):
“The first annual grant of unvested
stock units shall occur on such date as the Company may determine, but in any event no later than March 15, 2025 (such date, the
“First Annual Grant Date”) and with time-based vesting, as applicable, to commence effective as of the Effective Date.”
2.
Incentive Compensation; Performance Stock Units. The first sentence of Section 4(c) of the Agreement is hereby deleted
and replaced in its entirety with the following sentence (with all capitalized terms having the meaning originally ascribed thereto in
the Agreement):
“On the First Annual Grant Date, Executive
also shall be granted an additional 3,600,000 restricted stock units under the Plan (the “PSUs” and, along with each
Annual Grant, the “Equity Awards”).”
3.
For the sake of clarity, Executive acknowledges and agrees that no event of “Good Reason” has or will occur because
the Equity Awards are not granted on or before July 31, 2024. Further, for the sake of clarity, if the Equity Awards have not yet
been granted as of the date of a Change in Control or the delisting of the Company’s common stock from all national securities exchanges,
paragraph 2 of Exhibit B to the Agreement shall apply in lieu of the obligations to provide Equity Awards set forth herein.
4.
Counterparts. This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which
shall be deemed an original and both of which together shall constitute the same instrument.
5.
Ratification. All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication,
shall remain in full force and effect. From and after the date of this Amendment, all references to the term “Agreement”
in this Amendment or the original Agreement shall include the terms contained in this Amendment.
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
| THOUGHTWORKS, INC. |
|
| |
|
|
| By: |
/s/ Ramona Mateiu |
|
| Name: |
Ramona Mateiu |
|
| Title: |
Authorized signatory |
|
| MICHAEL R. SUTCLIFF |
|
| |
|
| /s/ Michael R. Sutfliff |
|
| Michael R. Sutcliff |
|
Exhibit (d)(v)
EXECUTION VERSION
INVESTMENT AGREEMENT
THIS INVESTMENT AGREEMENT (this
“Agreement”) is entered into as of August 5, 2024, by and between Tasmania Parent, Inc., a Delaware corporation (“Topco”),
and Michael Sutcliff (the “Stockholder”). Capitalized terms used and not otherwise defined herein have the meanings
given to those terms in the Merger Agreement (as defined below).
WHEREAS, Tasmania Midco, LLC,
a Delaware limited liability company and indirect wholly-owned subsidiary of Topco (“Parent”), Tasmania Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Thoughtworks Holding, Inc.,
a Delaware corporation (the “Company”), have entered, or will enter into, an Agreement and Plan of Merger, dated or
to be dated as of August 5, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger
Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as the surviving
corporation and a wholly-owned subsidiary of Parent (the “Merger”), upon and subject to the terms and conditions in
the Merger Agreement; and
WHEREAS, upon and subject to
the consummation of the transactions contemplated by the Merger Agreement, on the terms and subject to the conditions set forth in this
Agreement, the Stockholder desires to invest $250,000.00 (the “Investment Amount”), and Topco desires to sell to the
Stockholder, a number of newly issued shares of common stock of Topco with an aggregate value equal to the Investment Amount (the “Topco
Shares”).
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Topco and the Stockholder hereby agree as
follows:
1. Purchase
and Issuance of Topco Shares. On the Closing Date, the Stockholder shall pay to Topco an aggregate amount in cash equal to the Investment
Amount, by wire transfer of immediately available funds to the account(s) designated in writing by Topco, and, in exchange therefor, Topco
shall issue to the Stockholder the Topco Shares (the “Investment”). The closing of the Investment (the “Investment
Closing”) shall occur on the Closing Date immediately prior to the Effective Time (the “Investment Time”)
(but is contingent on the occurrence of the Merger). If the consummation of the transactions contemplated by the Merger Agreement does
not occur for any reason, or the Merger Agreement is validly terminated in accordance with its terms, this Agreement will automatically
terminate and none of the parties hereto or their respective Affiliates, stockholders, general partners, limited partners, members, directors,
officers, managers, trustees, employees, agents, consultants or Representatives will have any liability or obligation under this Agreement.
In such event, each party hereto shall, as promptly as practicable, provide all such cooperation as the other parties hereto may reasonably
request in order to ensure that the foregoing has occurred and been made effective.
2. Acknowledgements.
(a) Prior
to the Investment Closing, the Stockholder shall provide to Topco a properly completed and duly executed Internal Revenue Service
Form W-9, or applicable Internal Revenue Service Form W-8.
(b) At
the Investment Time, the Stockholder shall become party to and become bound by the terms and provisions of a stockholders agreement of
Topco which shall incorporate the terms set forth on Annex A (as amended, the “Stockholders Agreement”) by delivering
to Topco a duly executed counterpart signature page to the Stockholders Agreement. By executing this Agreement, the Stockholder
hereby agrees to consummate the Investment Transaction regardless of whether the Stockholders Agreement has been agreed and entered into
at or immediately prior to the Investment Time. In the event the parties do not enter into the Stockholders Agreement at or prior to the
Investment Time, the terms and conditions on Annex A will become effective and operative at the Investment Time until such time
as the parties enter into the Stockholders Agreement. The Stockholder acknowledges that it is a condition to Topco’s issuance of
the Topco Shares under this Agreement that the Stockholder become a party to the Stockholders Agreement and that the Topco Shares hereunder
will not be issued until Stockholder becomes a party to the Stockholders Agreement, but that the Stockholder’s obligations hereunder
with respect to the Investment Transaction are not conditioned on entry into the Stockholders Agreement at or prior to the Investment
Time.
(c) The
Stockholder acknowledges and agrees that “Good Reason” (or any similar concept) pursuant to the Employment Agreement, dated
as of May 2, 2024 and amended as of July 31, 2024, by and between the Stockholder and Thoughtworks Inc., and any other agreement by and
between the Stockholder and the Company or any of its Subsidiaries and any plan sponsored or maintained by the Company or any of its Subsidiaries
(collectively, the “Existing Agreements”) shall not occur solely by virtue of the consummation of the Merger or any
modification in the nature of the Stockholder’s title, duties, authorities and responsibilities in connection therewith. The Stockholder
hereby irrevocably waives any right to make any claim that the Stockholder has a right to resign for “Good Reason” (or any
similar concept) under the Existing Agreements in connection with the Merger due to a diminution in the Stockholder’s title, duties,
responsibilities or authority (individually or taken as a whole) and irrevocably waives any claims for any severance payments or benefits
that the Stockholder may have associated with such events, actions or circumstances.
3. Disclosure.
The Stockholder hereby (a) consents to and authorizes the publication and disclosure by Topco, Parent, Merger Sub and the Company (including
in the Information Statement and Schedule 13E-3 or any other publicly filed document relating to the Merger or the transactions contemplated
by the Merger Agreement) of (i) the Stockholder’s identity, (ii) the Stockholder’s beneficial ownership of the Topco Shares
(including the number of Topco Shares beneficially owned by the Stockholder), and (iii) the nature of the Stockholder’s commitments,
arrangements and understandings under this Agreement, and any other information that Topco, Parent, Merger Sub or the Company reasonably
determines to be required to be disclosed in any publicly filed document in connection with the Merger or otherwise with respect to the
transactions contemplated by the Merger Agreement, and (b) agrees to notify Topco, Parent, Merger Sub and the Company of any required
corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document as
promptly as practicable following the Stockholder’s knowledge of the necessity of any such required correction.
4. General
Provisions. This Agreement may be amended, modified or waived only by an instrument in writing executed by Topco and the Stockholder.
This Agreement and any amendments hereto may be
executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or
more counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties
need not sign the same counterpart.
This Agreement will be binding upon and inure
solely to the benefit of the parties hereto and their respective successors and permissible assigns, and, nothing in this Agreement, express
or implied, is intended to or will be construed to or will confer upon any other Person any right, claim, cause of action, benefit or
remedy of any nature whatsoever under or by reason of this Agreement, including by way of subrogation. Neither party shall assign this
Agreement without the written consent of the other party; provided, that Topco may assign this Agreement to any of its Affiliates;
provided, further, that no assignment shall release Topco from any of its obligations or liabilities under this Agreement.
This Agreement and all claims or causes of action
(whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution
or performance of this Agreement or the transactions contemplated hereby, shall be governed by the internal Laws of the State of Delaware
applicable to agreements made and to be performed entirely within such state, without giving effect to its principles or rules of conflict
of Laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of
the Laws of another jurisdiction.
Each party will execute and deliver such certificates
and other documents and take such other actions as may reasonably be requested by any other party in order to consummate or implement
the transactions contemplated hereby.
* * * * *
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.
| |
TASMANIA PARENT, INC. |
| |
|
|
| |
By: |
/s/ Rohan Haldea |
| |
Name: |
Rohan Haldea |
| |
Title: |
President |
[Signature Page to Investment Agreement]
| |
/s/ Michael Sutcliff |
| |
Name: |
Michael Sutcliff |
[Signature Page to Investment Agreement]
Annex A
Term Sheet
[Intentionally omitted.]
Exhibit 107
CALCULATION OF FILING FEE TABLES
Schedule 13E-3
(Form Type)
Thoughtworks Holding, Inc.
Turing EquityCo II L.P.
Apax IX GP Co. Limited
Apax IX EUR GP L.P. Inc.
Apax IX EUR L.P.
Apax IX - AIV EUR L.P.
Apax IX EUR Co-Investment L.P.
Apax IX USD GP L.P. Inc.
Apax IX USD L.P.
Apax IX - AIV USD L.P.
Apax IX USD Co-Investment L.P.
Apax XI GP Co. Limited
Apax XI EUR GP L.P. Inc.
Apax XI USD GP L.P. Inc.
Apax XI (Guernsey) USD AIV L.P.
Apax XI EUR L.P.
Apax XI EUR 1 L.P.
Apax XI EUR SCSp
Apax XI USD L.P.
Apax XI USD 2 L.P.
Apax XI USD SCSp
Apax XI GP SARL
Tasmania Midco, LLC
Tasmania Merger Sub, Inc.
Tasmania Parent, Inc.
Tasmania Holdco, Inc.
Tasmania GP Co. Limited
Hobart Equity Holdco, LP
Erin Cummins
Rachel Laycock
Ramona Mateiu
Christopher Murphy
Michael Sutcliff
Sudhir Tiwari
(Exact Name of Registrant as and Name of Person
Filing Statement)
Table 1: Transaction Valuation
| | |
Proposed
Maximum
Aggregate Value of
Transaction | | |
Fee Rate | | |
Amount of Filing Fee | |
| Fees to be Paid | |
$ | 646,559,607.74 | (1)(2) | |
| 0.00014760 | | |
$ | 95,432.20 | (3) |
| Fees Previously Paid | |
$ | – | | |
| | | |
$ | – | |
| Total Transaction Value | |
$ | 646,559,607.74 | | |
| | | |
| | |
| Total Fees Due for Filing | |
| | | |
| | | |
$ | 95,432.20 | |
| Total Fees Previously Paid | |
| | | |
| | | |
$ | – | |
| Total Fee Offsets | |
| | | |
| | | |
$ | 95,432.20 | (4) |
| Net Fee Due | |
| | | |
| | | |
$ | – | |
Capitalized terms used below
but not defined herein shall have the meanings assigned to such terms in the preliminary information statement filed by Thoughtworks Holding,
Inc. (the “Company”) concurrently with this Transaction Statement on Schedule 13E of which this Exhibit 107 is a part.
| (1) | Aggregate number of securities to which transaction applies: The maximum number of securities
of the Company to which this transaction applies is estimated to be 154,408,045, which consists of: |
| (a) | 125,515,041 shares of Common Stock issued and outstanding, which may be entitled to receive
the merger consideration of $4.40 per share (which excludes the 197,750,138 shares of Common Stock held by the Significant Company Stockholder); |
| (b) | 12,039,236 shares of Common Stock underlying restricted stock units outstanding, which may be
entitled to receive the merger consideration of $4.40 per share; |
| (c) | 2,821,379 shares of Common Stock underlying outstanding performance stock units (with the number of shares of Common Stock subject
to each such award determined assuming achievement of target-level performance, as applicable) outstanding, which may be entitled to receive
the merger consideration of $4.40 per share; and |
| (d) | 14,032,389 shares of Common Stock underlying options to purchase shares of Company Common
Stock outstanding that have a per share exercise price less than $4.40 (“In-the-Money Company
Options”), which may be entitled to receive the merger consideration of $4.40 per share less any applicable exercise price. |
Pursuant to the Merger
Agreement, options to purchase shares of Company Common Stock outstanding that have a per
share exercise price that is equal to or greater than $4.40 will be cancelled for no consideration, therefore the Company has excluded
shares of Common Stock underlying such options from the maximum number of securities to which this
transaction applies in the table above.
| (2) | In accordance with
Rule 0-11 under the Exchange Act the proposed maximum aggregate value of the transaction estimated solely for the purposes of calculating
the filing fee was calculated based on the sum of: |
| (a) | the product of 125,515,041 shares of Common Stock and the merger consideration of $4.40 per
share; |
| (b) | the product of 12,039,236 shares of Common Stock underlying restricted stock units outstanding
and the merger consideration of $4.40 per share; |
| (c) | the product of 2,821,379 shares of Common Stock underlying outstanding performance stock units (with the number of shares of
Common Stock subject to each such award determined assuming achievement of target-level performance, as applicable) and the merger consideration
of $4.40 per share; and |
| (d) | the product of 14,032,389 shares of Common Stock underlying In-the-Money Company Options and
$2.06 per share (which is the difference between the merger consideration of $4.40 per share and the weighted average exercise price of
such options of $2.34 per share). |
| (3) | In accordance with Section 14(g) of the Exchange Act and Rule 0-11 under the Exchange Act the filing fee was determined
by multiplying the sum calculated in the preceding sentence by 0.00014760. |
| (4) | The Company previously
paid $95,432.20 upon the filing of its preliminary information statement on Schedule 14C on September 3, 2024, in connection with the
transaction reported hereby. |
Table 2: Fee Offset Claims and Sources
| | |
Registrant or
Filer Name | |
Form or
Filing Type | |
File
Number | |
Initial
Filing Date | |
Filing
Date | |
Fee Offset
Claimed | | |
Fee Paid
with Fee
Offset
Source | |
| Fee Offset Claims | |
Thoughtworks Holding, Inc. | |
PREM14C | |
001-40812 | |
September 3, 2024 | |
| |
$ | 95,432.20 | | |
| | |
| Fee Offset Sources | |
Thoughtworks Holding, Inc. | |
PREM14C | |
001-40812 | |
| |
September 3, 2024 | |
| | | |
$ | 95,432.20 | (4) |
Thoughtworks (NASDAQ:TWKS)
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Thoughtworks (NASDAQ:TWKS)
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