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March 22, 2021

INTERNATIONAL ENTERTAINMENT HOLDINGS LIMITED SET TO ACQUIRE LEADING U.S. REGIONAL THEATRES IN SAN FRANCISCO AND DETROIT

Transaction Sees Ambassador Theatre Group Acquiring the Iconic Golden Gate Theatre and Orpheum Theatre in San Francisco and the Fisher Theatre in Detroit

LONDON AND DETROIT, MICHIGAN – March 22, 2021– International Entertainment Holdings Limited (“IEHL”), the parent company of The Ambassador Theatre Group (“ATG”), a leading live-theatre and ticketing organization, and The Nederlander Company, LLC (“Nederlander”), today announced the pending acquisition by IEHL of the iconic Golden Gate Theatre and Orpheum Theatre, both in San Francisco, and the Fisher Theatre in Detroit, as well as its programming operation of the Detroit Opera House and Music Hall in Detroit. Financial terms were not disclosed. The transaction is scheduled to close on March 29, 2021.

San Francisco and Detroit are two of the top touring cities for Broadway shows in the United States, and Nederlander has overseen the operation of its historic owned theatres for more than 50 years. Nederlander is also the exclusive promoter and presenter of Broadway touring and other theatrical productions at the Detroit Opera House and the Music Hall. The venues have been home to some of the most successful Broadway shows in their respective locations by number of attendees for musicals and dramatic theatre. Such shows have included the world premieres of Hello Dolly, Fiddler On The Roof, The Gay Life, No Strings, BIG, Movin’ Out, the US premiere of Love Never Dies, as well as the biggest Broadway tours such as Hamilton, Wicked, Les Miserables, West Side Story, Chicago, Rent, The Book Of Mormon, Phantom of The Opera, and many more.

The Golden Gate Theatre was built in 1922 and has a venue capacity of approximately 2,300 seats. It is in part of the Market Street Theatre and Loft District which is listed on the National Register of Historic Places. The Orpheum Theatre was built in 1926 and has a venue capacity of 2,200 seats, and is designated as a Historical Landmark. The Fisher Theatre was built in 1928, and renovated into a legitimate Broadway touring house under the management of the Nederlanders in 1961. It currently has a venue capacity of approximately 2,100 seats, and is also designated a National Historic Landmark. The Detroit Opera House was built in 1922 and has a venue capacity of approximately 2,750 seats. It also hosts the principal opera company in Michigan. The Music Hall was built in 1928, has a seating capacity of 1,700, and is home to a wide range of performing arts and education including dance and music. It is also on the National Register of Historic Places.

Mark Cornell, CEO of ATG, said: “This extraordinary portfolio of venues located in San Francisco and Detroit, two of America’s key theatrical touring cities, is comprised of precious assets and we are delighted to be taking over their stewardship. We look forward to providing the best of Broadway’s shows to their loyal following when the theatres re-open in 2021 and are equally excited to welcome the staff of these prestigious theatres into the ATG community, where we hope that they will thrive and be happy. ATG congratulates Robert Nederlander Sr. and his management team on many decades of success.”

Robert Nederlander Sr. stated: “These unique venues have been home to Broadway’s greatest shows, serving local and regional audiences for generations. We are confident that the ATG team will continue to look after the strong foundation that we have created with these theatres in their respective communities and to take them into this next decade with great success.”

Andrew Tisdale, Senior Managing Director at Providence Equity Partners, said: “Our continued support of and investment in ATG, and in these venues, reflects our deep conviction in the value of live theatre. The Nederlander family has a long history of promoting the best in live entertainment and we are excited to be bringing these wonderful venues and venue teams into the ATG family. We want to continue to expand ATG’s presence in the United States and know that audiences in San Francisco and Detroit will enjoy for many years the high quality programming that ATG will help bring to these landmark venues.”

The transaction was initiated by Lisbeth R. Barron, whose firm Barron International Group, LLC was the exclusive financial advisor to Nederlander. The legal advisors to Nederlander were Skadden, Arps, Slate,Meagher, & Flom LLP and Dykema Gossett PLLC. FTI Consulting served as ATG’s financial advisor and Weil, Gotshal & Manges LLP and Foley & Lardner LLP were legal advisors to ATG.

About Ambassador Theatre Group:
The Ambassador Theatre Group (“ATG”), a portfolio company of Providence Equity Partners, was founded in the UK in 1992. It is a world leader in live entertainment, covering historic theatres, studio theatres, cinemas, conference spaces, and modern live music arenas. ATG owns and operates 50 of the world’s most iconic venues across the UK, the US, and Germany. It partners with top producers and promoters to stage over 12,000 live performances per year. It also owns a leading ticketing platform in the UK, selling more than 11 million tickets each year. ATGtickets.com attracts more than 40 million unique visitors annually.

ATG Productions works in close partnership with the world’s most acclaimed directors and performers. Its productions include blockbuster musicals, star-led dramas and live music. Since 1990, Sonia Friedman Productions (“SFP”) has developed and staged over 170 new productions and won 55 Olivier Awards, 30 Tony Awards, and 2 BAFTAs. Based in Germany, Mehr BB Entertainment produces across a range of genres including theatre, dance, concerts, and musicals. With over 20 years’ experience, Mehr has a rich history of staging successful productions across mainland Europe and Asia Pacific. ATG is also backed by TEG, which acquired a minority stake in September 2020 to help support ATG’s ongoing global expansion.

About Providence Equity Partners:
Providence Equity Partners (“Providence”) is a premier global private equity firm with over $44 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in over 170 companies and is a leading equity investment firm focused on the media, communications, education, software and services industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

About TEG:
TEG is a leading live content and ticketing company in the Asia Pacific region, with an integrated live entertainment platform that combines ticketing services, event promotion, venues, data analytics, and marketing solutions. TEG operates as the exclusive ticketing provider for over 135 venue and promoter clients and delivers 30 million tickets annually for over 30,000 events spanning live sports, concerts, theatre, festivals, and exhibitions across more than 13 countries. TEG has promoted some of the world’s biggest names in live sports and entertainment including Hugh Jackman, Guns N’ Roses, Eminem, Katy Perry, Cirque du Soleil, Jerry Seinfeld, the Brazil national football team, and the breakthrough Australian debut of Extreme Masters esports. TEG is backed by Silver Lake, a leading global technology investment firm with extensive experience investing in some of the world’s leading live entertainment & sports companies.

About Barron International Group, LLC:
Barron International Group, LLC is a privately-owned investment banking firm with a globally-focused client base. The firm’s founder, Lisbeth R. Barron, has more than 30 years of experience spearheading in excess of $70 billion in groundbreaking strategic advisory and capital-raising transactions throughout her career in the Media, Entertainment, Leisure, Hospitality, and Branded Consumer Products industries.

Press enquiries:

U.S.A
Rick Miramontez at DKC/O&M
rick@omdkc.com
Phone: 00 1 212 695 7400
P.O. Box 3620925
New York, NY 10129

U.K
press@theambassadors.com

March 08, 2021

CARLSBAD, CA and DALLAS, TX / March 8, 2021 / PRNewswire / -- Callaway Golf Company (“Callaway”) (NYSE:ELY) and Topgolf International, Inc. (“Topgolf”) announced today that the companies have completed their previously announced merger, following approval by shareholders of both companies. The combined enterprise creates an unrivaled tech-enabled golf company delivering leading golf equipment, apparel and entertainment.

Topgolf is a leading tech-enabled golf entertainment business, with an innovative platform comprised of its groundbreaking open-air venues, revolutionary Toptracer technology, and innovative media platform. Callaway is a leader in the global golf equipment market with a scale position in active-lifestyle soft goods and a proven ability to deliver strong results.

“Callaway and Topgolf are just better together,” said Chip Brewer, President and Chief Executive Officer of Callaway. “Callaway’s leadership in the global golf equipment market and geographic diversity, combined with Topgolf’s revolutionary technology platform and access to golfers of all abilities, will allow both companies to accelerate growth and create competitive advantages. This transformational merger has already created and will continue to create meaningful shareholder value. We are very excited to begin this next chapter and I cannot wait to see what we can accomplish together.”

Erik Anderson, Executive Chairman of Topgolf, added, “I am tremendously proud of everything we’ve achieved at Topgolf since our founding in 2000. Our dedicated team of associates, groundbreaking Toptracer technology, and proprietary venues and media platforms have transformed the intersection of sports and entertainment. Together with Callaway, Topgolf has the opportunity to build upon its rapid growth story, bring the Topgolf experience to new communities and advance our mission of making golf a more inclusive and accessible game.”

Transaction Details

Under the terms of the merger agreement, which was previously announced on October 27, 2020, Callaway issued approximately 90 million shares of its common stock to the shareholders of Topgolf, excluding Callaway, which previously held approximately 14% of Topgolf’s outstanding shares. Immediately following the merger, Callaway shareholders owned approximately 51.3% and former Topgolf shareholders (excluding Callaway) owned approximately 48.7% of the outstanding shares of the combined company.

Board of Directors for the Combined Company

The combined company’s Board of Directors now consists of 13 directors, including three new directors appointed by Topgolf shareholders. Chip Brewer will continue to lead the combined company as President and Chief Executive Officer. Dolf Berle will continue to lead the Topgolf business through a transition period, at which time he intends to step down to pursue other leadership opportunities. John Lundgren will continue as Chairman of the Board of the combined company, while Erik Anderson will serve as Vice Chairman.

The combined company will be headquartered in Carlsbad, California with Topgolf continuing to operate from its headquarters in Dallas, Texas.

Goldman Sachs served as the financial advisor and Latham & Watkins LLP served as legal counsel to Callaway. Morgan Stanley & Co. LLC and J.P. Morgan served as financial advisors and Weil, Gotshal & Manges LLP served as legal counsel to Topgolf.

Notice of Inducement Equity Awards

In connection with the merger, and effective as of the closing date, Callaway granted to 189 employees of Topgolf an aggregate of 385,389 inducement performance stock unit (“PSU”) awards (at the target level) and an aggregate of 456,274 inducement restricted stock unit (“RSU”) awards. The awards were granted under Callaway’s 2021 Employment Inducement Plan, which provides for the granting of equity awards to new employees of Callaway. The RSU and PSU awards were approved by Callaway’s Board of Directors and/or Compensation and Management Succession Committee and were granted as an inducement material to the new employees entering into employment with Callaway, in accordance with New York Stock Exchange Rule 303A.08.

The RSU awards will vest and the restrictions will lapse in three equal annual installments commencing on the one-year anniversary of the grant date, subject to continued employment through each applicable vesting date.

The PSUs will vest after three years based on performance against certain corporate financial objectives over a three-year performance period beginning January 1, 2021 and ending December 31, 2023. The number of shares earned under the PSUs may be 617,689 in the aggregate if maximum performance is achieved during this three-year period. However, final vesting of the PSUs will not occur until the third anniversary of the grant date, following the end of the three-year performance period, and will be subject to continued employment through that date.

About Callaway Golf Company

Callaway Golf Company (NYSE: ELY) is a premium golf equipment and active lifestyle company with a portfolio of global brands, including Callaway Golf, Odyssey, OGIO, TravisMathew and Jack Wolfskin. Through an unwavering commitment to innovation, Callaway manufactures and sells premium golf clubs, golf balls, golf and lifestyle bags, golf and lifestyle apparel and other accessories. For more information please visit www.callawaygolf.com, www.odysseygolf.com, www.OGIO.com, www.travismathew.com, and www.jack-wolfskin.com.

About Topgolf Entertainment Group

Topgolf Entertainment Group is a technology-enabled global sports and entertainment leader built on a foundation of community, inclusivity and fun. What started as a simple idea to enhance the game of golf has grown into a movement where people from all walks of life connect at the intersection of technology and sports entertainment. Topgolf Entertainment Group's platforms include Topgolf venues, Topgolf Media, Topgolf International, Toptracer and Topgolf Swing Suite. To learn more about Topgolf, visit www.topgolfentertainmentgroup.com or follow Topgolf on Instagram, Facebook, Twitter and LinkedIn.

Contacts

Investors:
Brian Lynch
Patrick Burke
(760) 931-1771
invrelations@callawaygolf.com

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “may,” “should,” “will,” “could,” “would,” “anticipate,” “plan,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made and are not guarantees of future performance. Such forward-looking statements include, but are not limited to, statements about the benefits of the merger with Topgolf, including the anticipated operations, financial position, liquidity, performance, prospects, competitive advantages, shareholder value or growth and scale opportunities of Callaway, Topgolf or the combined company, the strategies, prospects, plans, expectations or objectives of management of Callaway or Topgolf for future operations of the combined company, continued demand for and accessibility to golf, and statements of belief and any statements of assumptions underlying any of the foregoing.

The foregoing list is not exhaustive. For additional information concerning these and other risks and uncertainties that could affect these statements, the golf industry, and Callaway’s business, see Callaway’s Annual Report on Form 10-K for the year ended December 31, 2020 as well as other risks and uncertainties detailed from time to time in Callaway’s reports on Forms 10-Q and 8-K subsequently filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Callaway undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

March 03, 2021

Derby, UK, 3rd March 2021 –Node4, a cloud-led digital transformation Managed Services Provider (MSP), today announced it has secured a new principal investor, Providence Equity Partners (“Providence”), a premier private equity firm that specialises in the media, communications, education, software and services industries. The transaction sees mid-market private equity firms Bowmark Capital (“Bowmark”) and LDC realise their respective investments.

Over the past five years, Node4 has achieved strong organic growth through significant new customer wins and the provision of a broader range of information and communications solutions to its existing clients. During this period, significant investment has been made in people, systems, skills and the product portfolio, which has positioned Node4 to capitalise on the opportunity for cloud-led digital transformation growth.

Node4’s growth has been supported by three strategic acquisitions which have further enhanced the company’s technical capabilities and provided access to new vertical markets. Most recently, in February 2021, Node4 acquired Starcom Technologies Limited, the MSP division of K3 Business Technologies Group (K3) – marking the largest acquisition by headcount in Node4’s history. Node4 is now better positioned to deliver enhanced cloud managed services throughout the UK in addition to expanding its operational presence in Scotland, the North West and South East England.

“We are excited to be working with Providence as Node4 continues to build momentum and swiftly moves on to the next stage of its ambitious growth journey,” commented Andrew Gilbert, Founder and CEO of Node4. “We will continue down our well-proven path of organic growth, building on Node4’s best-in-class systems and supplementing this with exciting strategic acquisitions. I am grateful for Bowmark’s help and support over the last five years, which has been instrumental in supporting Node4’s expansion and accelerating the company’s growth.”

Andrew Tisdale, Senior Managing Director at Providence, said: “Node4 has an outstanding management team and its core focus on exceptional service has continued to deliver impressive organic growth. Recent acquisitions and an ambitious growth plan add to Node4’s appeal as an investment opportunity. Michael Vervisch, Managing Director at Providence, added: “We are excited to support Andrew and his team in the next stage of the company’s journey and believe that Providence will provide the catalyst the company needs to scale in line with management’s ambitious vision.”

Stephen Delaney, Partner at Bowmark, said: “Since 2016, Bowmark has worked closely with Andrew Gilbert and his team to broaden the company’s product offering, enhance the business platform and accelerate growth. The exceptional quality of Node4’s people, infrastructure and technical expertise will ensure that the company continues its strong record of success with its new financial partner in what is a dynamic and rapidly growing market.”

Node4 was advised by Arma Partners, alongside Pinsent Mason LLP (Legal), PwC (Vendor Tax and Financial), Deloitte (Tax DD and Structuring), and Liberty Partners (Management).

Providence was advised by DC Advisory and Raymond James, alongside Weil Gotshal & Manges (Legal), FTI Consulting (Financial), KPMG (Tax and Structuring) and CMA Strategy Consulting (Commercial).

About Node4

Node4 provides advanced, cloud-led digital transformation solutions that empower UK businesses to do more. Delivering end-to-end hybrid solutions, Node4 draws upon its broad portfolio of managed public and private cloud, security and collaboration services, as well as cloud enablers including colocation and connectivity. Modular solutions, along with transformation services, are designed to support businesses at any point in their cloud journeys. Node4 was recently included in the Microsoft Azure Expert MSP program, awarded to the most high- fidelity cloud managed service providers. Committed to exceeding customer aspirations, Node4’s teams combine technical expertise, innovation and exceptional service as a standard to meet businesses’ needs in any sector. Thanks to Node4’s fully-owned infrastructure, best-in-class integrated tooling, and strategic relationships with market-leading vendors, customers can expect access to a full range of sophisticated, scalable solutions. Node4 has nationwide capabilities, with its own data centres in Derby, Leeds and Northampton, and points of presence in London and Manchester. Key to Node4’s success is its friendly, supportive culture, with Great Place to Work® ranking it as one of the UK’s Best Workplaces™. For more information, please visit: www.node4.co.uk.

About Providence Equity Partners

Providence is a premier global private equity firm with approximately $44 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 170 companies and is a leading equity investment firm focused on the media, communications, education, software and services industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

About Bowmark Capital

Bowmark Capital is a leading private equity investment firm specialising in UK mid-market companies. Founded in 1997, Bowmark manages and advises funds totalling approximately £1.5 billion on behalf of a blue chip investor base including public pension funds, insurance companies and financial institutions from the UK, US and Continental Europe. The Bowmark team has extensive experience of investing in growth companies and has supported businesses in a range of industries including business services, financial services, media, technology, consumer and leisure, education and training, and healthcare. Bowmark’s philosophy is to be a creative and supportive investor, backing experienced management teams to build world class businesses. Bowmark Capital LLP is authorised and regulated by the Financial Conduct Authority. For more information, visit: www.bowmark.com

Media Contacts

Node4
Ben Ralph
bralph@touchdownpr.com
+44 (0) 7746 548214

Providence Equity Partners
Sard Verbinnen & Co.
Charlie Chichester/ Rory King
Prov-SVC@sardverb.com

Bowmark Capital
Caroline Cecil Associates
ccecil@carolinececil.co.uk
020 7610 4110

December 24, 2020

365 Retail Markets Announces Majority Investment from Providence Equity Partners

Company to Benefit from Growth Investment and Providence Expertise; Current Investors and Management Team Retain Significant Ownership

TROY, Mich., Dec. 24, 2020 -- 365 Retail Markets ("365" or the "Company"), a leading provider of self-service commerce technology to the foodservice industry, today announced a majority investment from Providence Equity Partners ("Providence"), a premier private equity firm that specializes in the media, communications, education, software and services industries. Providence will partner with current investor McCarthy Capital and the Company's management team to seek to advance the unattended retail market industry, fuel product development and customer services, and continue to accelerate growth. 365's CEO and Founder, Joe Hessling, will continue to lead the Company and maintain a significant ownership stake.

Founded in 2008, 365 Retail Markets provides a full suite of self-service technologies for food service operators. Today, the Company's technology solutions – end-to-end integrated SaaS software, payment processing and point of-sale hardware – power unattended food retail spaces at corporate offices, manufacturing and distribution facilities, and more, providing compelling foodservice options for consumers. 365's technology solutions include a growing suite of unattended smart-stores, cashless vending, and self-service dining point-of-sale options to meet the expanding needs of its customers.

"We are proud of the significant growth we have achieved to-date as we drive value for stakeholders across the foodservice industry as well as corporate campuses, and we see tremendous opportunities ahead," said Hessling. "We have built a deep relationship with the Providence team and are confident that they share our vision for the business. They are an excellent cultural fit with our team at 365, and we are thrilled to partner with them as we embark on this next chapter of our Company's growth."

"Joe and the 365 team have built a leading business that provides innovative technology solutions to support foodservice operators," said Scott Marimow, a Managing Director at Providence. "We believe the Company has a compelling value proposition and is ideally positioned within a large and growing addressable market, with great opportunities for further expansion through a variety of growth initiatives. We are excited to partner with the 365 team and look forward to adding lasting value in the years ahead."

Jennifer Hoh, a Managing Director at Providence, added, "The market opportunity presented by unattended retail is extremely exciting. 365 has an impressive track record of driving market adoption with its end-to-end solutions and we look forward to working with the entire team through the Company's next phase of growth."

About 365 Retail Markets
365 Retail Markets is the global leader of self-service technology and services for the Contract Foodservice industry. 365 has won many awards for their innovation and growth, including being named to the Inc. 5000 list of the fastest-growing private companies in the U.S. several times. Through our combination of MicroMarket, vending, and dining technologies, we offer the best-in-class point-of-service platform for the workplace. 365 offers a consolidated approach to operators seeking a streamlined system that consumers love to use. 365 has been pioneering innovation in the industry since 2009 and continues to revolutionize the market with superior technology, strategic partnerships and ultimate flexibility in customization and branding. 365 is committed to capturing every single transaction, every single time, by delivering products that are secure, scalable and reliable. For more information about 365 Retail Markets, visit www.365retailmarkets.com. You can also follow 365 Retail Markets on Facebook, Twitter, YouTube, and LinkedIn.

About Providence Equity Partners
Providence is a premier global private equity firm with approximately $44 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 170 companies and is a leading equity investment firm focused on the media, communications, education, software and services industries. Providence has a long history of successfully investing in the automotive technology sector. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

About McCarthy Capital
McCarthy Partners Management, LLC is a registered investment advisor that conducts business as McCarthy Capital. McCarthy Capital, headquartered in Omaha, NE, is focused exclusively on lower middle-market companies. For more than 30 years, the McCarthy organization has been partnering with founders, families and exceptional management teams to support the growth of their companies. More information about McCarthy Capital can be obtained at www.mccarthycapital.com.

Media Contacts

365 Retail Markets
Linde Hutson / Melissa Bombetto
marketing@365smartshop.com

Providence Equity Partners
Andrew Cole / Kelsey Markovich / Hayley Cook
Sard Verbinnen & Co
prov-svc@sardverb.com

December 16, 2020

Providence Equity Partners in Exclusive Negotiations to Acquire a Majority Stake in Leading French Car Classifieds Provider Groupe La Centrale from Axel Springer

Providence would further drive the development of Groupe La Centrale with now-minority shareholder Axel Springer
Providence has a long and successful history of investing in European technology and media businesses

LONDON AND BERLIN — 16 DECEMBER 2020 — Providence Equity Partners L.L.C. (“Providence”), a premier private equity firm that specializes in the media, communications, education, software and services industries, today announced that it has entered into exclusive negotiations for the acquisition of a majority stake in Groupe La Centrale (the “Company”), a leading provider of car classifieds in France, from Axel Springer. Financial terms were not disclosed.

Groupe La Centrale is comprised of four brands through which it covers the entire lifecycle of a vehicle: La Centrale, Promoneuve, Caradisiac and MaVoitureCash. Upon completion, Providence would support the continued development of the Company’s best-in-class, multi-dimensional digital platform and seek opportunities to expand capabilities that will enhance customer satisfaction through investment in value-add services. The transaction will enable Axel Springer to focus even more on its growth and investment strategy in the jobs and real estate sectors, within its digital classifieds offering.

“We believe Groupe La Centrale is an outstanding business underpinned by best-in-class technology, which positions it well for continued leadership and innovation in the French auto classifieds market,” said Karim Tabet, Senior Managing Director at Providence. “Our investment is driven by our conviction that Groupe La Centrale’s well-known brands and capabilities present a significant opportunity for organic growth and service expansion.”

Robert Sudo, Managing Director at Providence, added: “Customers are demanding more products, services and optionality from classifieds providers. Leveraging Providence’s resources and experience and Groupe La Centrale’s world-class digital platform, we believe there is opportunity to add value to both dealers and drivers. Axel Springer’s continued investment is a testament to the Company’s growth potential and we are looking forward to working together alongside François Couffy and his team.”

Stephanie Caspar, President National News Media & Marketplaces at Axel Springer, said: “Groupe La Centrale has established an excellent position in the French market since Axel Springer’s entry, thanks to François Couffy and his excellent team. Together with Providence Equity Partners, we seek to build on this position and continue to develop the Company further in order to increase its value in the long term. At the same time, this transaction is in line with our growth and investment strategy in the Classifieds Media segment, where we want to focus on the two strong pillars of jobs and real estate.”

The proposed transaction would close in the first quarter of 2021, subject to customary closing conditions, including completion of the information and consultation procedures of the Company’s works council and clearance by the requisite antitrust authorities.

Media contacts

Providence Equity Partners
Sard Verbinnen & Co.
Charlie Chichester / Rory King
Prov-SVC@sardverb.com

Axel Springer SE
Jorg Keller
jorg.keller@axelspringer.com
+49 30 2591 77617

About Providence Equity Partners
Providence is a premier global private equity firm with more than $44 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 170 companies and is a leading equity investment firm focused on the media, communications, education, software and services industries. Providence has a long history of successfully investing in the automotive technology sector. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com

November 17, 2020

Cinven, KKR and Providence complete the acquisition of Spanish telecommunications operator, MASMOVIL

The acquisition of MASMOVIL demonstrates a commitment from the Consortium towards the development of the Spanish telecom market over the coming years

Madrid, Spain, 17 November 2020 – Lorca Telecom Bidco SAU, a company indirectly and collectively majority owned by funds or vehicles managed or advised by Cinven, funds or vehicles managed or advised by KKR and funds or vehicles managed or advised by Providence Equity Partners L.L.C. (“Providence”) (jointly “the Consortium”), has successfully completed the acquisition of Spanish telecommunications operator MASMOVIL IBERCOM, S.A. (“MASMOVIL” or “the Group”) having acquired 99.3% of the Group’s outstanding shares. At the tender offer price, MASMOVIL was valued at approximately EUR 5.3 billion.

The Consortium’s support will provide MASMOVIL with the opportunity to accelerate its investment strategy and develop new projects aimed at providing the Group’s customers, who report some of the highest satisfaction rates in Spain, high quality access to MASMOVIL’s networks at a time when the telecommunications sector is becoming increasingly important in the country.

In addition, this transaction aims to continue creating value for the telecommunications market, customers, and employees of the Group, in addition to, delivering a positive impact on people and on the planet – in line with MASMOVIL’s corporate purpose.

Headquartered in Madrid, MASMOVIL is the fourth largest telecommunications operator in Spain, with more than 11 million customers. It provides triple-play fixed-line, mobile and internet services to residential customers, businesses and operators through a number of brands including Yoigo, MASMOVIL, Pepephone, Llamaya, Lebara, Lycamobile and Hits mobile.

The Consortium believes MASMOVIL represents an attractive investment opportunity because of its strong positioning in Spain, the increasing demand for greater quality and value for money in the Spanish telecommunications sector, and the range of growth opportunities available for the business over the medium-term.

Commenting on the transaction, Jorge Quemada and Thomas Railhac, Partners at Cinven, said:

“We are delighted to have completed the acquisition of such a major European business which has become the leading challenger in Spain. The experienced management team has demonstrated its ability to consistently deliver excellent results, even in fast changing environments. MASMOVIL has a highly successful track record and has achieved revenue and double-digit EBITDA growth both organically and through acquisitions and, more recently, through the actions they have taken since COVID-19. We strongly believe MASMOVIL is well positioned in the market for further exciting growth opportunities.”

Iñaki Cobo and Jean-Pierre Saad, Partners at KKR, said:

“We are excited to invest behind one of our core themes, telecommunications and digitalization, and are confident that MASMOVIL is well positioned to continue capturing growth opportunities with its outstanding management team. The investment in MASMOVIL reinforces KKR’s commitment to Spain where we have already deployed almost $6 billion since 2010.”

Robert Sudo, Managing Director at Providence Equity, said:

“As a long-standing investor in MASMOVIL, we continue to see exciting growth opportunities for the business and are pleased Cinven and KKR share our long-term vision for the company. The management team’s proven track record leading the business places MASMOVIL in a strong position to succeed as a private business in a competitive market ripe for consolidation.”

The offer document with all the information about the voluntary tender offer are available on the following website: https://www.grupomasmovil.com/en/takeover-bid-on-masmovil-group/

Advisors to the Consortium for this transaction, included: Barclays, Deutsche Bank and Morgan Stanley (M&A); Freshfields Bruckhaus Deringer LLP, Paul Weiss, Rifkind, Wharton & Garrison LLP and Uria Menéndez (legal); Analysys Mason and McKinsey (commercial); Deloitte (financial, tax, operations, structuring); and EY (IT).

Media contacts for the Consortium:

Cinven

Vanessa Maydon: Tel. +44 (0) 7802 961 902
Email. vanessa.maydon@cinven.com

Peter Folland: Tel. +44 (0)787 099 2924
Email. peter.folland@cinven.com

Alejandra Moore Tel. +34 91 531 23 88
Email. amoore@grupoalbion.net

KKR

Alastair Elwen / Alice Neave: Tel. +44 (0)20 7251 3801
Email. kkr@finsbury.com

Sarah Estébanez: Tel. +34 91 702 10 10
Email. sestebanez@tinkle.es

Xana Peña: Tel. +34 91 702 10 10
Email. xpena@tinkle.es

Providence Equity Partners

Charles Chichester Tel. +44 (0) 7810 825 444
Rory King Tel. +44 (0) 7917 086 227
Email. Prov-SVC@sardverb.com

About Cinven

Cinven is a leading international private equity firm focused on building world-class global and European companies. Its funds invest in six key sectors: Business Services, Consumer, Financial Services, Healthcare, Industrials and Technology, Media and Telecommunications (TMT). Cinven has offices in London, New York, Frankfurt, Paris, Milan, Madrid, Guernsey, Luxembourg and Hong Kong. Cinven has significant experience in the telecoms and fibre sectors, with its funds’ previous investments including Numericable, Ziggo, Eutelsat and Ufinet. Cinven also has a long-term presence and a successful track record in Spain, with its funds’ current investments in the country including Ufinet International, Hotelbeds, Planasa and Tinsa. Cinven takes a responsible approach towards its portfolio companies, their employees, suppliers, local communities, the environment and society. Cinven Capital Management (V) General Partner Limited, Cinven Capital Management (VI) General Partner Limited, Cinven Capital Management (VII) General Partner Limited and Cinven Capital Management (SFF) General Partner Limited are each authorised and regulated by the Guernsey Financial Services Commission, and Cinven Partners LLP, the advisor to the Cinven Funds, is authorised and regulated by the Financial Conduct Authority. In this press release ‘Cinven’ means, depending on the context, any of or collectively, Cinven Holdings Guernsey Limited, Cinven Partnership LLP, Cinven (LuxCo1) S.A., and their respective Associates (as defined in the Companies Act 2006) and/or funds managed or advised by any of the foregoing. For additional information on Cinven please visit www.cinven.com and www.linkedin.com/company/cinven/.

About KKR

KKR is a leading global investment firm that manages multiple alternative asset classes, including private equity, credit and real assets, with strategic partners that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. KKR has significant experience in the telecom sector, with its previous and current investments including United Group, Telxius, Deutchse Glasfaser and FiberCorp. KKR has a long-term presence and commitment to Spain having invested almost $6 billion since 2010 across different strategies, including current investments in PortAventura, Telxius, X-Elio, Alvic Group, Telepizza and MasterD. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

About Providence Equity Partners

Providence is a premier global private equity firm with more than $49 billion in capital under management. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 200 companies and is a leading equity investment firm focused on the media, communications, education, software and services industries. Providence has a long history of investing in the telecommunications space in Europe and is currently a shareholder in both Masmovil (2016) and Bite (2016). The firm’s previous European telecommunications investments since 2005 include: Volia (2007), M7 Group (2007), MobileServ (2006), Kabel Deutschland (2006), Com Hem (2006), TDC (2006), and Ono (2005). Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com

October 28, 2020

DoubleVerify Announces $350 Million Investment from Group Led by Tiger Global Management

New Investor Group Includes Fidelity, BlackRock, and Neuberger Berman; Providence to Remain Majority Investor

NEW YORK, Oct. 28, 2020 (GLOBE NEWSWIRE) -- DoubleVerify (“DV”, the “Company”), a leading software platform for digital media measurement and analytics, today announced an agreement for a $350 million investment from an investor group led by Tiger Global Management (“Tiger”). Fidelity Management & Research Company LLC also participated in the round, together with funds and accounts managed by BlackRock, and funds advised by Neuberger Berman Investment Advisers LLC, among others. Providence Equity Partners (“Providence”), which invested in DoubleVerify in 2017, remains the majority investor.

The new investment will primarily be used to purchase shares from existing shareholders and a portion will be used to support continued growth in the business. The backing from the new investor group comes as DoubleVerify continues to innovate and invest in new growth areas including media performance optimization and Connected TV analytics.

“The support of these high caliber investors speaks to DoubleVerify’s momentum, including new customer growth, product innovation and global expansion,” said Mark Zagorski, Chief Executive Officer of DoubleVerify.

“We look forward to partnering with Mark and the entire DoubleVerify management team as the Company continues the growth of its business globally,” said John Curtius, Partner, Tiger Global.

“The DoubleVerify team has consistently executed across all levels of the business,” added Davis Noell, Senior Managing Director at Providence and Chairman of the Board at DoubleVerify. “We welcome the investment by Tiger and these other premier investment firms, and we are excited to continue to support the Company.”

DoubleVerify expects the new investment round to close in the fourth quarter of 2020. Earlier this month, the Company also refinanced its credit facility and entered into a new $150 million revolving credit facility, led by Capital One, N.A., of which only a portion is currently outstanding prior to the closing of this transaction.

J.P. Morgan and Goldman Sachs & Co. LLC acted as Joint Placement Agents on behalf of the Company and Providence.

About DoubleVerify
DoubleVerify is a leading software platform for digital media measurement, data, and analytics. DV’s mission is to be the definitive source of transparency and data-driven insights into the quality and effectiveness of digital advertising for the world’s largest brands, publishers, and digital ad platforms. DV’s technology platform provides advertisers with consistent and unbiased data and analytics that can be used to optimize the quality and return on digital ad investments. Since 2008, DV has helped hundreds of Fortune 500 companies gain the most from their media spend by delivering best in class solutions across the digital advertising ecosystem, helping to build a better industry. Learn more at www.DoubleVerify.com.

About Tiger Global Management
Tiger Global Management, LLC is an investment firm that deploys capital globally. The firm's fundamentally oriented investments focus primarily on the global internet, software, financial technology, consumer and industrial sectors. The private equity strategy has a ten-year investment horizon and targets growth-oriented private companies. Such investments have included Spotify, Harry's, Warby Parker, Peloton, JD.com, Facebook, LinkedIn, Yandex, Mail.ru Group, Despegar, Ola and Flipkart. The public equity efforts emphasize deep due diligence on individual companies and long-term secular themes. Tiger Global Management, LLC, was founded in 2001 and is based in New York with affiliate offices in Hong Kong, Singapore, Bangalore and Melbourne.

About Providence Equity Partners
Providence is a premier global private equity firm with more than $49 billion in capital under management. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 200 companies and is a leading equity investment firm focused on the media, communications, education, software and services industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

Media Contacts

DoubleVerify
Chris Harihar
Crenshaw Communications
chris@crenshawcomm.com

Providence Equity Partners
Andrew Cole / Hayley Cook / Kate Gorgi
Sard Verbinnen & Co
prov-svc@sardverb.com

October 27, 2020

Callaway and Topgolf to Combine, Creating a Global Golf and Entertainment Leader

Highly Complementary Businesses with Reach Across the Entire $80 Billion Global Golf Industry(1)
Compelling Family of Brands Well Positioned to Capitalize on Outdoor Consumer Trends
Combined Businesses Create Clear Line of Sight to More Than $1 Billion of Adjusted EBITDAS
Callaway Announces Record Preliminary Results for the Third Quarter 2020

CARLSBAD, Calif. and DALLAS, Oct. 27, 2020 /PRNewswire/ -- Callaway (NYSE: ELY) and Topgolf Entertainment Group ("Topgolf") today announced that the companies have entered into a definitive merger agreement. Under the terms of the agreement, Callaway and Topgolf will combine in an all-stock transaction creating a global golf and entertainment leader. The number of shares to be issued is based upon an implied equity value of Topgolf of approximately $2 billion, including the 14% already owned by Callaway.

Topgolf is the leading tech-enabled golf entertainment business, with an innovative platform that comprises its groundbreaking open-air venues, revolutionary Toptracer technology and innovative media platform with a differentiated position in eSports. Topgolf generated approximately $1.1 billion in revenue in 2019 and has grown at a 30% compound annual rate since 2017. Callaway is a leader in the global golf equipment market with a scale position in active-lifestyle soft goods and a proven ability to deliver strong returns, including company growth that has exceeded golf market growth for seven consecutive years.

The companies together will be able to accelerate growth, including through:

Fully Funded High Growth Opportunities: Topgolf is a high-growth platform with attractive unit economics across its businesses that will benefit from Callaway's strong financial position that can fully fund Topgolf's growth plans at an attractive cost of capital.
A Highly Complementary Fit: The two companies share a focus on golf and active-lifestyle consumers. With Topgolf's 90 million consumer touch points a year, the combined company will benefit from a compelling family of brands with reach across multiple channels including retail, venues, e-commerce and digital communities. Topgolf is introducing new players to the game of golf, a powerful trend that benefits Callaway's golf equipment and soft goods businesses.
Enhanced Resources to Accelerate Growth: The combined company's industry-leading sales, marketing and partnership infrastructure will drive traffic, increase same venue sales and accelerate conversion of new business opportunities. Together, Callaway and Topgolf's significantly expanded consumer reach will drive increased promotion, exposure and sales of equipment and apparel to golfers and non-golfers alike.
Innovation to Drive Long-term Potential: A shared innovative culture creates exciting long-term opportunities including the potential to distribute content across connected screens for instruction, fitness and lifestyle.

"Together, Callaway and Topgolf create an unrivaled golf and entertainment business," said Chip Brewer, President and Chief Executive Officer of Callaway. "This combination unites proven leaders with a shared passion for delivering exceptional golf experiences for all – from elite touring professionals to new and aspiring entrants to the game. We've long seen the value in Topgolf and we are confident that together, we can create a larger, higher growth, technology-enabled global golf and entertainment leader. Callaway's strong financial profile will enable the combined company to accelerate innovation, develop exciting new products and experiences, and create compelling value for shareholders, while providing the dedicated teams of both companies more opportunities to showcase their talents and complementary capabilities."

"We are excited to join the Callaway family and strengthen the experiences we create at the intersection of sports and tech-driven entertainment," said Dolf Berle, Chief Executive Officer of Topgolf. "Fueled by a tremendous team of associates and a diverse offering across our venues, Toptracer, and media platform, Topgolf is truly changing the landscape of the industry by making golf more inclusive and accessible to people of all ages, demographics and skill levels. As part of Callaway, we plan to grow our leadership position by leveraging Callaway's brand reputation, industry relationships and financial strength to connect more communities around the world to the Topgolf experience."

Callaway first invested in Topgolf in 2006, and the companies have maintained a strong partnership since, including an exclusive golf partnership agreement at all Topgolf venues. Topgolf has achieved rapid growth and strong customer engagement since its founding in 2000, driven by several platforms, including:

Venues – The company's signature platform defined by its immersive gameplay, proprietary technology and local, high-quality food and beverage offers a unique social destination for all. With its open-air, climate-controlled bays, Topgolf venues are structurally advantaged to benefit from consumer preferences for outdoor activities. Topgolf has 63 locations around the globe – including a robust pipeline of new openings – serving more than 23 million guests in 2019 with more than 50% of consumers identifying as non-golfers.
Toptracer – A leading ball-tracing technology best known for transforming televised golf is now being brought directly to everyday golf. By bringing professional tracing technology to mobile devices and driving ranges, Topgolf is enhancing the golf experience. The technology has been deployed to more than 7,500 range bays in three years (representing approximately one percent penetration of the total addressable market). This business unit has achieved revenue growth of 233% in the past three years.
Media – With World Golf Tour, a leading mobile golf game with 28 million members as of 2019, Topgolf has built a strong digital presence in the game of golf. The company's proprietary, in-house gaming capabilities also create innovative sponsorship and consumer engagement opportunities throughout Topgolf's community of players competing across the company's interconnected digital and in-person platforms.

"Since its inception, Topgolf has created an innovative, tech-inspired twist on the golf driving range experience, turning it into a global entertainment and sports movement. Our track record of creativity and diversity of offerings will only grow stronger as part of Callaway, a global leader in the industry," said Erik Anderson, executive chairman of Topgolf. "All of us are looking forward to building new experiences, reaching new audiences and solidifying our digital infrastructure as we connect communities around the globe."

In addition to Callaway, the current Topgolf ownership includes Providence Equity Partners, WestRiver Group and Dundon Capital Partners, which added: "This is a natural combination that brings together two complementary businesses at the center of one of the most dynamic sports and entertainment experiences available today. We are excited to support their continued growth as a united company."

Financial Benefits and Transaction Structure

Callaway and Topgolf both delivered strong financial results immediately before the COVID pandemic and have since recovered ahead of expectations. Both companies are well positioned to take advantage of both short- and long-term changes in consumer behavior as a result of the pandemic. This includes favorable trends in rounds played and growth in beginning and returning golfers as well as broader consumer preferences for outdoor activities.(2,3) The combined company will have a highly diversified revenue mix, including Golf Equipment, 30%; Topgolf, 46%; and Softgoods, 24%(4).

The combined company will also benefit from a strong financial profile, including:

Pro forma revenue of approximately $2.8 billion based on fiscal year 2019 results that is expected to grow to approximately $3.2 billion by 2022 and at approximately 10% per year in the years following
Pro forma adjusted EBITDAS of $270 million based on fiscal year 2019 results that is expected to grow to approximately $360 million by 2022 and at mid-to-high teens per year in the years following
Funded leverage(5) of approximately 3.6x in 2022, with opportunities to de-lever from there

Topgolf is in the early stages of its growth with more than ten years of planned unit growth opportunity in its U.S. venues business and just 2% addressable market penetration in international venues and 1% in the Toptracer Range business. The company has a proven ability to innovate to expand its addressable market and capture the potential of games and content on its interconnected platform.

Callaway's continued strong cash generation and ample liquidity, including more than $630 million of cash and available credit facilities as of Q3 2020, position the company to fund Topgolf's continued growth with significant ability to pay down debt at the same time.

Under the terms of the merger agreement, Callaway will issue approximately 90 million shares of its common stock to the shareholders of Topgolf, excluding Callaway, which currently holds approximately 14% of Topgolf's outstanding shares. Upon completion of the merger, Callaway shareholders will own approximately 51.5% and Topgolf shareholders (excluding Callaway) will own approximately 48.5% of the combined company on a fully diluted basis.

The number of shares issued is based upon an implied equity value of Topgolf of $1.986 billion(6) (including Callaway's ownership position). The number of shares issued is also based upon a fixed price of Callaway common stock of $19.40 per share. Callaway will assume Topgolf's net debt, which is estimated to be $555 million at closing(7), resulting in an estimated enterprise value for Topgolf of approximately $2.5 billion.

Governance and Leadership

Upon closing, the combined company's Board of Directors will consist of 13 directors, including three directors appointed by Topgolf shareholders. Chip Brewer will continue to lead the combined company as President and Chief Executive Officer. Dolf Berle will continue to lead the Topgolf business through a transition period following the close of the transaction, at which time he intends to step down to pursue other leadership opportunities. John Lundgren will continue as Chairman of the Board of the combined company, while Erik Anderson will serve as Vice Chairman.

Topgolf will continue to operate from its headquarters in Dallas, Texas.

Timing and Approvals

The transaction is subject to the approval of the shareholders of both Callaway and Topgolf, as well as other customary closing conditions, including required regulatory approval. The parties expect to complete the transaction in early 2021, subject to satisfaction of these conditions.

Callaway Preliminary Q3 Results and Business Update

Chip Brewer added: "The world is rediscovering golf in a way that has led to a record quarter for our company. Both our golf equipment and soft goods businesses are recovering more quickly than we expected, and our third quarter projections reflect this momentum. Our recent investments into our e-commerce capabilities have proven particularly valuable, showing strong growth across all of our business segments this year including 108% growth in e-commerce for our soft goods segment in Q3."

Based on currently available information, the Company estimates the following results for the quarter ended September 30, 2020:

($ in millions, except EPS)

2020 Q3 Estimate:
Net Sales: $476M million
Year over Year: +12%

Non-GAAP Earnings Per Share: $0.60
Year over Year: +67%

Adjusted EBITDAS*: $87 million
Year over Year:+53%

*Earnings before Interest, Taxes, Depreciation and Amortization Expense, and Stock Compensation Expense

Advisors

Goldman Sachs & Co. LLC served as the financial advisor to Callaway and Latham & Watkins LLP served as legal counsel. Morgan Stanley & Co. LLC and J.P. Morgan served as financial advisors and Weil, Gotshal & Manges LLP served as legal counsel to Topgolf.

Preliminary Financial Estimates

The preliminary estimates presented above are the responsibility of management and have been prepared in good faith on a consistent basis with prior periods. However, the Company has not completed its financial closing procedures for the three months ended September 30, 2020, and its actual results could vary materially from these preliminary estimates. In addition, the Company's independent registered public accounting firm has not audited this information or completed its quarterly review procedures for the quarter ended September 30, 2020 and does not express an opinion or any other form of assurance with respect to these preliminary estimates or their achievability. During the course of the preparation of the Company's consolidated financial statements and related notes as of and for the three months ended September 30, 2020, the Company and its auditors may identify items that would require the Company to make material adjustments to the preliminary estimates presented above. As a result, investors should exercise caution in relying on this information and should not draw any inferences from this information regarding financial or operating data not provided. These preliminary estimates should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. In addition, these preliminary estimates are not necessarily indicative of the results to be achieved in any future period. Investors are cautioned not to place undue reliance on such preliminary estimates.

Non-GAAP Information

The GAAP results contained in this press release have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). To supplement the GAAP results, the Company has provided certain non-GAAP financial information as follows:

EBITDAS. The Company provides information about its results excluding interest, taxes, depreciation and amortization expense, and non-cash stock compensation expense. Additionally, EBITDAS excludes these same line items from forecasted net income. A long-term forecast of each of these line items is not available without unreasonable efforts due to the variability of these items and the inability to predict them with certainty. Accordingly, we have not provided a further reconciliation of EBITDAS to GAAP net income.

In addition, the Company has included in the schedules to this release a reconciliation of non-GAAP information to the most directly comparable GAAP information. The non-GAAP information presented in this release and related schedules should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP. The non-GAAP information may also be inconsistent with the manner in which similar measures are derived or used by other companies. Management uses such non-GAAP information for financial and operational decision-making purposes and as a means to evaluate period-over-period comparisons and in forecasting the Company's business going forward. Management believes that the presentation of such non-GAAP information, when considered in conjunction with the most directly comparable GAAP information, provides additional useful comparative information for investors in their assessment of the underlying performance of the Company's business with regard to these items. The Company has provided reconciling information in the attached schedules.

About Callaway Golf Company

About Topgolf Entertainment Group

Topgolf Entertainment Group is a technology-enabled global sports and entertainment community that connects people in meaningful ways through the experiences we create, the innovation we champion and the good we do. What started as a simple idea to enhance the game of golf has grown into a movement where people from all walks of life connect at the intersection of technology and sports entertainment. Topgolf Entertainment Group's platforms include Topgolf venues, Topgolf International, Toptracer, Topgolf Media and Topgolf Swing Suite. Follow @topgolf on Instagram, Facebook, Twitter and LinkedIn, or visit the Topgolf Press page for the latest news.

Contacts

For Callaway:
Brian Lynch
Patrick Burke
(760) 931-1771
invrelations@callawaygolf.com

For Topgolf:
Kara Barry
press@topgolf.com

Additional Information and Where You Can Find It

Callaway Golf Company will file with the SEC a registration statement on Form S-4, which will include the proxy statement of Callaway Golf Company that also constitutes a prospectus of Callaway Golf Company and a consent solicitation statement of Topgolf International, Inc. (the "proxy statement/prospectus/consent solicitation"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS/ CONSENT SOLICITATION, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CALLAWAY GOLF COMPANY, TOPGOLF INTERNATIONAL, INC., THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus/consent solicitation and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus/consent solicitation and other documents filed with the SEC on Callaway's website at https://www.callawaygolf.com (for documents filed with the SEC by Callaway).

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

Callaway, Topgolf, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Callaway in connection with the proposed transaction. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Callaway and Topgolf, respectively, in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus/consent solicitation when it is filed with the SEC. Information regarding Callaway's directors and executive officers is contained in Callaway's Annual Report on Form 10-K for the year ended December 31, 2019 and its Revised Definitive Proxy Statement on Schedule 14A, dated March 27, 2020, which are filed with the SEC and can be obtained free of charge from the sources indicated above.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "may," "should," "will," "could," "would," "anticipate," "plan," "believe," "project," "estimate," "expect," "strategy," "future," "likely," and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made and are not guarantees of future performance. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Callaway and Topgolf, including the anticipated operations, financial position, liquidity, performance, prospects or growth and scale opportunities of Callaway, Topgolf or the combined company, the strategies, prospects, plans, expectations or objectives of management of Callaway or Topgolf for future operations of the combined company, any statements regarding the approval and closing of the merger, including the need for stockholder approval and the satisfaction of closing conditions, and statements of belief and any statement of assumptions underlying any of the foregoing.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors relate to, among others: risks and uncertainties related to our pending merger with Topgolf, including the failure to obtain, or delays in obtaining, required regulatory approval, the risk that such approval may result in the imposition of conditions that could adversely affect Callaway or the expected benefits of the proposed transaction, any termination fee that may be payable by Callaway pursuant to the terms of the merger agreement, or the failure to satisfy any of the closing conditions to the proposed transaction on a timely basis or at all; costs, expenses or difficulties related to the merger with Topgolf, including the integration of the Topgolf business; failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all; the potential impact of the announcement, pendency or consummation of the proposed transaction on relationships with Callaway's and/or Topgolf's employees, customers, suppliers and other business partners; the risk of litigation or regulatory actions to Callaway and/or Topgolf; inability to retain key personnel; changes in legislation or government regulations affecting Callaway and/or Topgolf; uncertainty of the duration, scope and impact of COVID-19; a further spread or worsening of COVID-19; any further regulatory actions taken in response to COVID-19, including the future shutdown of or restrictions on Callaway's or Topgolf's retail locations, venues, distribution centers, manufacturing plants or other facilities; the effectiveness of Callaway's or Topgolf's protective gear, social distancing guidelines, and other preventive or safety measures; disruptions to business operations of Callaway and Topgolf as a result of COVID-19, including disruptions to business operations from travel restrictions, government-mandated or voluntary shut-down orders or quarantines, or voluntary "social distancing" that affects employees, customers and suppliers; continued growth, momentum and opportunities in the golf industry; production delays, closures of manufacturing facilities, retail locations, warehouses and supply and distribution chains; staffing shortages as a result of remote working requirements or otherwise; uncertainty regarding global economic conditions, particularly the uncertainty related to the duration and impact of the COVID-19 pandemic, and related decreases in customer demand and spending; and economic, financial, social or political conditions that could adversely affect Callaway, Topgolf or the proposed transaction.

The foregoing list is not exhaustive. For additional information concerning these and other risks and uncertainties that could affect these statements, the golf industry, and Callaway's business, see Callaway's Annual Report on Form 10-K for the year ended December 31, 2019 as well as other risks and uncertainties detailed from time to time in Callaway's reports on Forms 10-Q and 8-K subsequently filed with the SEC, including the proxy statement/prospectus/consent solicitation that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Callaway undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

1 Golf Datatech industry report published September 21, 2020

2 National Golf Foundation, August Rounds Play, Published September 2020

3 Morning Consult Polling, Published July 21, 2020

4 Based on 2022 projections

5 Excludes Deemed Landlord Financing

6 Implied equity value of $1.739 billion when accounting for the various preferential rights of Topgolf shareholders and excluding assumed stock options and Callaway's ownership position

7 Topgolf Net Debt includes $152 million of Deemed Landlord Financing and $152 million of Cash

September 30, 2020

Founder and CEO Jonathan Nelson to Become Executive Chairman in January 2021

Davis Noell and David Phillips Named Senior Managing Directors and Co-Heads of North America

Andrew Tisdale and Karim Tabet Named Senior Managing Directors and Co-Heads of Europe

Providence, RI – September 30, 2020 – Providence Equity Partners (“Providence”), a premier private equity firm that specializes in the media, communications, education, software and services industries, today announced a leadership transition plan, under which Chief Executive Officer Jonathan Nelson, who founded Providence over 30 years ago, will become Executive Chairman in January 2021. In this new role, he will remain actively involved in the firm, including serving as Chairman of Providence’s Investment Committee and continuing to provide strategic and investment guidance to the leadership team. As part of this planned transition, Providence has made the following new leadership appointments, effective immediately:

*Davis Noell, who joined Providence in 2003 and is currently a Managing Director based in the New York office, has been named Senior Managing Director and Co-Head of North America. Noell currently serves on the boards of The Chernin Group, DoubleVerify and Smartly.io, and previously served on the boards of GLM, OEConnection, Stream Global Services, SunGard Data Systems and World Triathlon Corporation.

*David Phillips, who joined Providence in 2005 and is currently a Managing Director based in the Providence office, has been named Senior Managing Director and Co-Head of North America. Phillips currently serves on the boards of Blackboard, GlobalTranz, n2y, TimeClock Plus and Vistage, and previously served on the boards of Archipelago Learning, Ascend Learning, CSDVRS, PADI and Vector Solutions.

*Karim Tabet, who joined Providence in 2002 and is currently a Managing Director based in the London office, has been named Senior Managing Director and Co-Head of Europe. Tabet currently serves on the board of Bitė and previously served on the boards of Digiturk, Com Hem, Casema, Crown Media International and Galileo Global Education.

*Andrew Tisdale, who joined Providence in 2008 and is currently a Managing Director based in the London office, has been named Senior Managing Director and Co-Head of Europe. Tisdale currently serves on the boards of Ambassador Theatre Group, Chime Communications, CloserStill Media and HSE24, and previously served on the boards of Clarion Events, M7 and ONO.

All four will join Providence’s Investment Committee. In addition to these new appointments, Managing Director Michael Dominguez will serve in the newly created role of Chief Investment Officer. Peter Wilde will remain on Providence’s Investment Committee and will continue to serve as Chairman of Providence Strategic Growth.

Additionally, London-based Senior Managing Director John Hahn, who has been with Providence for over 20 years and is the head of Providence’s London office, has retired from the firm.

“We are fortunate to have such a deep team at Providence and are proud of our strong culture, which, over our 30-year history, has helped us attract and develop tremendous investment and leadership talent,” said Nelson. “As we enter our fourth decade as a firm, it is a natural time to elevate these four talented professionals, each of whom has distinguished himself through outstanding contributions to our business. We all look forward to continuing to forge lasting partnerships with talented entrepreneurs and executives, adding sustainable value to our portfolio companies and delivering superior returns to our investors.”

Nelson added, “Over his two decades at the firm, John has made countless contributions to our evolution and progress, including overseeing many successful investments. We appreciate his leadership in helping build a world-class team in Europe that is positioned for long-term success. We are grateful for his hard work and dedication.”

About Providence Equity Partners

Media
Andrew Cole/Kelsey Markovich
Sard Verbinnen & Co
prov-svc@sardverb.com

September 21, 2020

Iconic games portfolio, publishing expertise, and world-class talent accelerates growth in Microsoft's Gaming business

REDMOND, Wash., Sept. 21, 2020 /PRNewswire/ -- More than three billion people on the planet play games for fun, escape, and human connection. Unlike any other medium, games empower people to engage in creativity, strategic thinking and teamwork, immersing them into interactive stories and worlds created by some of the world's most amazing creators. The cultural phenomenon of gaming has made it the largest and fastest-growing form of entertainment in the world—an industry that is expected to be more than $200 billion in annual revenue in 2021.

As the gaming industry transforms from a device-centric era to a player-centric era powered by new technology that provides the freedom to play with friends anywhere on any device, Microsoft (Nasdaq: MSFT) on Monday announced plans to acquire ZeniMax Media, the parent company of Bethesda Softworks, one of the largest, privately held game developers and publishers in the world. Creators of critically acclaimed and best-selling gaming franchises including The Elder Scrolls and Fallout among many others, Bethesda brings an impressive portfolio of games, technology, talent, as well as a track record of blockbuster commercial success, to Xbox. Under the terms of the agreement, Microsoft will acquire ZeniMax Media for $7.5 billion in cash.

With unique investments in content, community, and the cloud, Microsoft's gaming strategy differs from others by empowering people to play the games they want, with the people they want, anywhere they want. Games are the primary growth engine in gaming, and games are fueling new cloud-gaming services like Xbox Game Pass, which has reached a new milestone of over 15 million subscribers. With the addition of Bethesda, Microsoft will grow from 15 to 23 creative studio teams and will be adding Bethesda's iconic franchises to Xbox Game Pass. This includes Microsoft's intent to bring Bethesda's future games into Xbox Game Pass the same day they launch on Xbox or PC, like Starfield, the highly anticipated, new space epic currently in development by Bethesda Game Studios.

"Gaming is the most expansive category in the entertainment industry, as people everywhere turn to gaming to connect, socialize and play with their friends," said Satya Nadella, CEO, Microsoft. "Quality differentiated content is the engine behind the growth and value of Xbox Game Pass—from Minecraft to Flight Simulator. As a proven game developer and publisher, Bethesda has seen success across every category of games, and together, we will further our ambition to empower the more than three billion gamers worldwide."

"This is an awesome time to be an Xbox fan. In the last 10 days alone, we've released details on our two new consoles which go on pre-order tomorrow, launched cloud gaming in Xbox Game Pass Ultimate, and now we're making another investment in the most critical part of our strategy: the games," said Phil Spencer, executive vice president, Gaming at Microsoft. "Generations of gamers have been captivated by the renowned franchises in the Bethesda portfolio and will continue to be so for years to come as part of Xbox."

The planned acquisition includes publishing offices and development studios spanning the globe with over 2,300 employees, including Bethesda Softworks, Bethesda Game Studios, id Software, ZeniMax Online Studios, Arkane, MachineGames, Tango Gameworks, Alpha Dog, and Roundhouse Studios. Bethesda's critically acclaimed and best-selling franchises include The Elder Scrolls, Fallout, DOOM, Quake, Wolfenstein, and Dishonored, among others.

Bethesda parent company ZeniMax Media was founded in 1999 by Chairman and CEO Robert A. Altman; Bethesda's structure and leadership will remain in place.

"This is a thrilling day for this company, our employees, and our fans. We have enjoyed a close partnership with Microsoft for decades, and this deal is a natural progression of those years working together," said Altman. "The big winners today are our fans. We are continuing to develop our slate of AAA games, but now with Microsoft's scale and entire Game Stack, our games can only get better."

The transaction is subject to customary closing conditions and completion of regulatory review. Microsoft expects the acquisition to close in the second half of fiscal year 2021 and to have minimal impact to non-GAAP operating income in fiscal years 2021 and 2022. Non-GAAP excludes the expected impact of purchase accounting adjustments, as well as integration and transaction-related expenses.

For more information, please visit the blog post from Phil Spencer, EVP Gaming at Microsoft. Find related imagery here. For broadcast quality b-roll, please contact webroadcast@we-worldwide.com.

About Microsoft
Microsoft (Nasdaq "MSFT" @microsoft) enables digital transformation for the era of an intelligent cloud and an intelligent edge. Its mission is to empower every person and every organization on the planet to achieve more.

About ZeniMax Media Inc.
ZeniMax Media is a privately-owned media organization headquartered outside Washington DC with international publishing offices around the globe. Through its subsidiaries, ZeniMax Media creates and publishes original interactive entertainment content for consoles, PCs, and handheld/wireless devices. ZeniMax Media divisions include Bethesda Softworks, Bethesda Game Studios, id Software, Arkane Studios, Tango Gameworks, MachineGames, ZeniMax Online Studios, Alpha Dog Games, Roundhouse Studios, ZeniMax Europe Ltd., ZeniMax Asia K.K., ZeniMax Asia Pacific Limited, and ZeniMax Australia Pty Ltd. For more information on ZeniMax Media, visit www.zenimax.com.

Bethesda Fast Facts and Accolades

5 of 8 studios have shipped "Game of the Year" titles
No. 1 Ranked Publisher of the Year (2018)
"Game of the Year" winner 5 years in a row
The Elder Scrolls III: Morrowind - RPG of the Year from IGN and others
The Elder Scrolls IV: Oblivion - Consensus Game of the Year across all outlets
Fallout 3 - Consensus Game of the Year across all outlets
The Elder Scrolls V: Skyrim - Consensus Game of the Year
Named Game of the Generation and #1 PC Game of All Time
Fallout 4 - Over 50 Game of the Year Awards including DICE and BAFTA
Dishonored - BAFTA Award for Best Game, Best Action Adventure Game at the VGAs
Dishonored 2 - PC Gamer Game of the Year, Best Action Adventure Game at the VGAs; Winner of more than 100 Best of 2016 awards
Wolfenstein: The New Colossus - Best Action Game, The Game Awards
DOOM (2016) - Best Action Game, The Game Awards
Fallout Shelter - Mobile Game of the Year, DICE Awards and Golden Joystick Awards
Elder Scrolls Online - MMO of the Year four consecutive years

Forward-looking statements

Statements in this release that are "forward-looking statements" are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as the risk that the ZeniMax Media transaction may not be completed in a timely manner or at all; any restrictions or limitations imposed by regulatory authorities; the impact of the acquisition on ZeniMax Media's gaming community and customers; the impact of management and organizational changes on ZeniMax Media's business; the impact on ZeniMax Media employees and our ability to retain key personnel; our effectiveness in integrating the ZeniMax Media platform and operations with Microsoft's business; our ability to realize our broader strategic and operating objectives; significant investments in products and services that may not achieve expected returns; impairment of goodwill or amortizable intangible assets causing a significant charge to earnings; cyberattacks and security vulnerabilities that could lead to reduced revenue; increased costs, liability claims, or harm to our reputation or competitive position; excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure; quality or supply problems; legal changes, our evolving business model, piracy, and other factors may decrease the value of our intellectual property; claims that Microsoft has infringed the intellectual property rights of others; claims against us that may result in adverse outcomes in legal disputes; damage to our reputation or our brands that may harm our business and operating results; exposure to increased economic and operational uncertainties from operating a global business, including the effects of foreign currency exchange; adverse economic or market conditions that may harm our business; catastrophic events or geo-political conditions, such as the COVID-19 pandemic, that may disrupt our business; and the dependence of our business on our ability to attract and retain talented employees. For more information about risks and uncertainties associated with Microsoft's business, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of Microsoft's SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Microsoft's Investor Relations department at (800) 285-7772 or at Microsoft's Investor Relations website at http://www.microsoft.com/en-us/investor.

September 14, 2020

PROVIDENCE, RI--(Business Wire)--Providence Equity Partners LLC (“Providence”), a premier private equity firm specializing in the media, communications, education, software and services industries, announced today that Greg Brown, former President and CEO of Learfield IMG College, has joined the firm as an Operating Partner. He will assist Providence in identifying new investment opportunities and advise on certain of the firm’s portfolio companies.

A pioneer in the collegiate sports media, technology and marketing businesses, Mr. Brown spent nearly four decades helping lead Learfield’s evolution from a small regional broadcast company into the leading collegiate sports marketing firm in the nation. The company today provides a comprehensive range of solutions, services and technology to its university partners that helps to unlock the value of college sports by engaging fans through various commerce, media and experiential platforms. For the past three years, Mr. Brown has been named one of the “50 Most Influential People in Sports Business” by The Sports Business Journal and was a Southwest winner in EY’s Entrepreneur of the Year 2017 Award for the Technology and Media Services category.

“Greg is a recognized leader in sports, media and business services who brings deep and relevant expertise to Providence as well as strong experience transforming companies through both organic growth initiatives and strategic acquisitions,” said Michael Dominguez, a Managing Director at Providence. “Having worked closely with Greg during our investment in Learfield, we know what a talented executive he is, and we’re delighted to have him working with us and serving as a resource to our portfolio companies.”

“I am thrilled to again have the opportunity to work alongside Michael and the Providence team,” said Mr. Brown. “Providence has a tremendous reputation and has long been a leader in media and communications investing. I am particularly drawn to the firm because I know it’s a strong cultural fit for me, both personally and professionally. I look forward to helping them identify new opportunities and contributing to their continued success.”

About Greg Brown

Mr. Brown joined Learfield in 1984, where he was first responsible for selling sponsorships for the Iowa State Cyclone Radio Network. He held numerous leadership positions throughout his years at the Company. In 2009, Mr. Brown was named President and CEO, overseeing a growing sports marketing firm anchored by its multimedia rights management and sponsorship initiatives. During his 11 years as CEO, he led the Company through its growth and transformation into one of the leading collegiate sports marketing firms in the nation, ultimately overseeing the merger completion between Learfield and IMG College in December 2018. He then directed Learfield IMG College into its next growth phase, focused on creating dynamic solutions for its college partners. Learfield IMG College now represents more than 1,000 collegiate athletic programs (including nearly 200 multimedia rights relationships), conference and arenas across the nation and provides a wide array of services to collegiate athletic departments, performing arts centers and event organizers. He retired as President and CEO in April 2020.

Over the years, Mr. Brown has developed a significant network of contacts throughout the sports, media, entertainment and technology ecosystem. He currently serves as co-chair of the Learfield IMG College Board of Directors and also as an adviser to the company and its executive team. He also serves on the National Football Foundation Board of Directors, is a national judge for the E&Y Entrepreneur of the Year Awards and remains deeply involved with numerous other organizations, events, platforms that are vital to the overall development of intercollegiate athletics and sports-related charities. Mr. Brown graduated from Truman State University.

About Providence Equity Partners (“Providence”)

Media
Andrew Cole/Kelsey Markovich
Sard Verbinnen & Co
prov-svc@sardverb.com

August 19, 2020

EQT Infrastructure to acquire leading global data center provider EdgeConneX

EQT Infrastructure has agreed to acquire EdgeConneX, a leading global data center provider serving the fast growing Hyperscale and Edge ecosystems
EdgeConneX has a global footprint, operating and developing over 40 facilities in 33 markets across North America, Europe and South America
EQT Infrastructure is committed to actively support EdgeConneX’s accelerated growth via new market entries and material expansions of existing locations
EQT is acquiring EdgeConneX from an investor group led by Providence Equity Partners

STOCKHOLM, Aug. 19, 2020 - EQT Infrastructure today announced that the EQT Infrastructure IV fund ("EQT Infrastructure") has agreed to acquire EdgeConneX, Inc. ("EdgeConneX" or the "Company") from an investor group led by Providence Equity Partners ("Providence").

EdgeConneX builds and operates data centers for cloud, content, network and other service providers requiring both larger purpose-built facilities as well as edge facilities located closer to consumer and enterprise users to support latency-sensitive applications cost effectively. The Company's broad footprint and relentless customer-focused business strategy have proven ideally suited to support these sophisticated customers' strategic data center demands, from the Hyperscale to the Edge. As customers rapidly expand their critical infrastructure around the globe, they look to EdgeConneX as a trusted partner to enable their growth needs in an environmentally friendly manner.

EQT Infrastructure will support the continued development of EdgeConneX and actively assist the Company in its pursuit of new opportunities to grow in existing and new markets globally. EdgeConneX is uniquely positioned to benefit from the secular tailwinds driving increased data center usage. As the need for data grows ever larger, not only because of cloud and content but also driven by new innovations such as Artificial Intelligence, 5G Networks, Autonomous Vehicles, Virtual Reality, Cloud Gaming and the Internet-of-Things, there will continue to be substantial opportunities for EdgeConneX to continue to develop critical infrastructure to support its customers' needs.

Jan Vesely, Partner at EQT Partners, said, "EQT has followed EdgeConneX's journey from its early years to its growth into a top data center industry player. We are deeply impressed by EdgeConneX's management team and the success they have had in creating a key contributor to the global cloud infrastructure. This partnership represents an exciting opportunity for EQT in a sector and geographies where we have significant experience. EQT looks forward to working with the team in continuing to grow the business and identify new expansion opportunities."

Randy Brouckman, CEO of EdgeConneX, said, "EQT brings significant financial resources and digital infrastructure industry experience which EdgeConneX will use to accelerate growth and invest in new data centers around the world. I look forward to continuing to lead EdgeConneX and we are very pleased to have EQT as our new owner and partner in this exciting growth phase. On behalf of EdgeConneX, I thank our outstanding customers and partners, dedicated employees and long-term shareholders that gave us the latitude to succeed and create lasting value."

Chris Ragona, Managing Director at Providence, said, "We have enjoyed working with Randy and team over the past five years and are pleased to have helped the company grow significantly, especially overseas. We fully expect EdgeConneX will continue its momentum and success as the company enters this next chapter. On behalf of our entire investor group, we wish them well."

The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2020. With this transaction, EQT Infrastructure IV is expected to be 80-85% invested.

Evercore acted as financial advisor and Simpson Thacher & Bartlett LLP acted as legal counsel to EdgeConneX. Goldman Sachs acted as financial advisor and Kirkland & Ellis LLP acted as lead legal counsel to EQT Infrastructure.

About EQT

EQT is a differentiated global investment organization with more than EUR 62 billion in raised capital and around EUR 40 billion in assets under management across 19 active funds. EQT funds have portfolio companies in Europe, Asia-Pacific and North America with total sales of more than EUR 27 billion and approximately 159,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership.

More info: www.eqtgroup.com
Follow EQT on LinkedIn, Twitter, YouTube and Instagram
US press contact: daniel.yunger@kekstcnc.com, +1 917 574 8582
EQT press office: press@eqtpartners.com, +46 8 506 55 334

About EdgeConneX

EdgeConneX provides a full range of data center solutions worldwide, from Hyperlocal to Hyperscale, from purpose-built to build-to-order, working closely with our customers to offer choice in location, scale, and type of facility. Delivering flexibility, connectivity, proximity, and value, EdgeConneX is a global leader in anytime, anywhere, any scale data center services for a diverse portfolio of industries including Content, Cloud, Networks, Gaming, Automotive, SaaS, IoT, HPC, Security, and more.

More info: www.edgeconnex.com
Press contact: jsa_edgeconnex@jsa.net, +1-866-695-3629 ext 13

About Providence Equity Partners

Providence is a premier global asset management firm with over $49 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 200 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London.

More info: www.provequity.com
Press contact: Andrew Cole and Hayley Cook, Sard Verbinnen & Co, prov-svc@sardverb.com

April 16, 2020

OUTFRONT MEDIA ANNOUNCES $400 MILLION CONVERTIBLE PREFERRED EQUITY INVESTMENT LED BY PROVIDENCE EQUITY PARTNERS

Further Enhances Financial Flexibility and Liquidity

Brings Additional Expertise to the Company

Ares Management Participates as Significant Investor

New York, April 16, 2020 — OUTFRONT Media Inc. (NYSE: OUT) today announced that affiliates of Providence Equity Partners LLC (“Providence”) have agreed to lead the purchase of $400 million in newly issued convertible preferred stock together with funds managed by Ares Management Corporation (“Ares”).

“We recognized the value of liquidity and collaboration as we look through these uncertain times and consider the exciting growth opportunities that will arise in our industry,” said Jeremy Male, Chairman and Chief Executive Officer of OUTFRONT Media. “Our board was pleased to select Providence and Ares for their industry knowledge and expertise, and we believe that all of our stakeholders will benefit from their long-term investment and commitment.”

Financial Terms

$400 million of convertible, perpetual preferred stock, which is convertible into shares of OUTFRONT Media Inc. common stock at a conversion price of $16.00 per share
The preferred stock carries a 7.0% dividend, which will be payable at our option in cash or in-kind
On an as-converted basis, the preferred stock will represent approximately 14.8% of our common shares outstanding
In connection with this transaction and subject to relevant approvals, we expect to appoint Michael J. Dominguez, Managing Director at Providence, as a new director to our board
We expect to use the net proceeds from this offering for general corporate purposes

“We are delighted to partner with OUTFRONT through this challenging economic environment and beyond,” said Dominguez. “We are very familiar with their business and the industry from our over 30 years of specializing in media, and we believe the company has premier assets, attractive long-term fundamentals, and an exceptional leadership team. We believe that the steps OUTFRONT has taken to enhance its liquidity position will help ensure that the business can operate successfully and opportunistically with a strong balance sheet. We look forward to working with the management team and the board to create lasting value for all stakeholders.”

“We are excited to work with two world-class organizations in OUTFRONT Media and Providence Equity Partners,” said Scott Graves, Partner, Co-Head of Private Equity and Head of Special Opportunities at Ares. “We believe OUTFRONT is a well-established industry leader with both top quality assets and a highly talented management team.”

Goldman Sachs & Co. LLC acted as our exclusive placement agent and Jones Day acted as our legal advisor. Providence was advised by Evercore and Weil, Gotshal & Manges LLP. Ares was advised by PJ Solomon and Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Cautionary Statement Regarding Forward-Looking Statements
We have made statements in this document that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “believe,” “expect,” or “will” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions related to our liquidity and capital resources, board of directors, portfolio performance and results of operations. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: the severity and duration of the novel coronavirus (COVID-19) and its impact on our business, financial condition and results of operations; declines in advertising and general economic conditions, including declines caused by the novel coronavirus (COVID-19); competition; government regulation; our ability to implement our digital display platform and deploy digital advertising displays to our transit franchise partners; taxes, fees and registration requirements; our ability to obtain and renew key municipal contracts on favorable terms; decreased government compensation for the removal of lawful billboards; content-based restrictions on outdoor advertising; environmental, health and safety laws and regulations; seasonal variations; acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations; dependence on our management team and other key employees; the ability of our board of directors to cause us to issue additional shares of stock without stockholder approval; certain provisions of Maryland law may limit the ability of a third party to acquire control of us; our rights and the rights of our stockholders to take action against our directors and officers are limited; our substantial indebtedness; restrictions in the agreements governing our indebtedness; incurrence of additional debt; interest rate risk exposure from our variable-rate indebtedness; our ability to generate cash to service our indebtedness; cash available for distributions; hedging transactions; diverse risks in our Canadian business; experiencing a cybersecurity incident; changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies; asset impairment charges for our long-lived assets and goodwill; our failure to remain qualified to be taxed as a real estate investment trust (“REIT”); REIT distribution requirements; availability of external sources of capital; we may face other tax liabilities even if we remain qualified to be taxed as a REIT; complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive opportunities; our ability to contribute certain contracts to a taxable REIT subsidiary (“TRS”); our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT; REIT ownership limits; complying with REIT requirements may limit our ability to hedge effectively; failure to meet the REIT income tests as a result of receiving non-qualifying income; the Internal Revenue Service (the “IRS”) may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax; establishing operating partnerships as part of our REIT structure; and other factors described in our filings with the Securities and Exchange Commission (the “SEC”), including but not limited to the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020. All forward-looking statements in this document apply as of the date of this document or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors of new information, data or methods, future events or other changes.

About OUTFRONT Media Inc.
OUTFRONT leverages the power of technology, location and creativity to connect brands with consumers outside of their homes through one of the largest and most diverse sets of billboard, transit, and mobile assets in North America. Through its technology platform, OUTFRONT will fundamentally change the ways advertisers engage audiences on-the-go.

Contacts:

Investors:
Gregory Lundberg
(212) 297-6441
greg.lundberg@OUTFRONTmedia.com

Media:
Carly Zipp
(212) 297-6479
carly.zipp@OUTFRONTmedia.com

March 06, 2020

Consortium of Long Term Global Investors Enters into Exclusive Negotiations to Acquire Galileo Global Education

CPP Investments and Montagu to Partner with Existing Shareholders Téthys Invest and Bpifrance to Purchase the Company from Providence Equity Partners

PARIS AND LONDON – 6 MARCH 2020 – Galileo Global Education ("Galileo" or the “Company”), a leading international provider of higher education and Europe's largest higher education group, today announced that Providence Equity Partners (“Providence”), a majority shareholder since 2011, has entered into exclusive negotiations for the sale of Galileo to a consortium comprised of global long-term institutional investors, including Canada Pension Plan Investment Board (“CPP Investments”), through its wholly-owned subsidiary, CPP Investment Board Europe S.à r.l., and Montagu, alongside existing shareholders Téthys Invest and Bpifrance. On completion of the transaction, CPP Investments and Téthys Invest, in an equal partnership, are each expected to hold ownership positions of approximately 40% in the Company.

Marc-François Mignot Mahon, Chief Executive Officer of Galileo, said, “I want to thank Providence first for supporting us in becoming a global leader in just a few years and for handing over now to the most prestigious long-term institutional investors. I also want to thank Tethys Invest and BPI France for their unfaltering support.

Education needs long-term commitments, education deserves the most prestigious institutional investors, education is an investment like no other because it is an investment in women and men in their own development as well as in the development of tomorrow’s society. Galileo is proud to welcome these major international institutions, both public and private, which join forces to support us in becoming the world leader in higher education and continue our mission at the service of society: to educate and train.

My thoughts go to the thousands of employees of Galileo who today must feel proud and recognized for their outstanding daily commitment to serving our students throughout the world.”

Alain Carrier, Senior Managing Director and Head of International at CPP Investments, said, “We are excited to have the opportunity to work with Marc-François, Téthys Invest, Montagu, and Bpifrance over the long-term to continue to deliver the highest quality education experience to students across global markets. CPP Investments looks for opportunities to work with and support best-in-class management teams to build long-term value for CPP contributors and beneficiaries.”

Ryan Selwood, Managing Director and Head of Direct Private Equity at CPP Investments, said, “Galileo, under Marc-François’ leadership, has developed a unique global platform in the higher education sector, providing high-quality and innovative courses and qualifications for students around the world. The business and management team have the ambition, capacity and opportunity to build on its impressive growth trajectory well into the future. We will work with them to build on their success through expansion into new markets, enhancing the wide array of subjects and specialisms they offer to higher education students globally.”

Alexandre Benais, CEO of Téthys Invest said, “Téthys Invest is looking forward to further supporting Galileo in its development, together with its management team and high-quality partners, in a sector where long term shareholding makes strong sense in order to enable the group to deploy its strategy.”

Guillaume Jabalot, Director at Montagu, said, “We are delighted to support the long-term plans of Marc-François Mignot Mahon and his very capable team who are committed to making Galileo the leading global provider of higher education.”

Nicolas Dufourcq, CEO of Bpifrance said, “Marc-François Mignot Mahon and his teams have succeeded in creating a French champion in the field of higher education, with a global reach. We are extremely proud to further support Galileo in a new phase of its development, alongside the management team, Téthys Invest, and new prestigious long-term partners. Investing in education is a priority for Bpifrance, which is committed to contribute to the international expansion of French champions, with a focus on social responsibility and high-quality education services.”

Karim Tabet, Managing Director, Providence Equity, said: “Our vision starting Galileo began in 2011 with a blank sheet of paper, where we saw an opportunity to create a leading international education platform that provides students an outstanding learning experience across innovation, creativity, the arts and culture. Working closely with Marc-François and his team, we successfully completed a number of strategic acquisitions and supported existing high-quality schools in their expansion to build Galileo into a European leader. Today’s announcement represents an important milestone – the arrival of new long-term owners who are committed to taking Galileo to a new level and advancing its mission of improving the quality of higher education and its powerful force for good in the world.”

The transaction is expected to close in Q2 2020, subject to regulatory and customary approvals.

About Galileo Global Education
Galileo Global Education brings together 42 benchmark schools on 80 campuses in 13 countries around the world, united around unique know-how: to enable its 110,000 students to be connected to the entire world, and to decompartmentalize the teaching of the major disciplines of management, arts and creation, marketing and technology in order to foster innovation in every field. The group's schools issue 56 certified titles. Its network includes pillars of excellence and prestigious schools in education, such as the Paris School of Business (PSB), Cours Florent, Penninghen, Strate and Atelier de Sèvres in France, Instituto de Universitario in Mexico, Macromedia University in Germany and Istituto Marangoni in Italy.

About CPP Investments
Canada Pension Plan Investment Board (CPP Investments™) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits in the best interests of 20 million contributors and beneficiaries. In order to build diversified portfolios of assets, investments in public equities, private equities, real estate, infrastructure and fixed income instruments are made by CPP Investments. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, San Francisco, São Paulo and Sydney, CPP Investments is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At December 31, 2019, the CPP Fund totalled C$420.4 billion. For more information about CPP Investments, please visit www.cppinvestments.com or follow us on LinkedIn, Facebook or Twitter.

About Téthys Invest
Téthys Invest is the investment holding of the Bettencourt-Meyers family, dedicated to direct long-term investments in entrepreneurial projects, in particular in the healthcare and education fields.

About Montagu
Montagu is one of Europe’s leading investors with over fifty years’ investment experience. Montagu’s investment strategy is focussed on supporting the management teams of high-quality companies operating in stable and growing sectors, providing products and services that their customers would otherwise badly miss.

About Bpifrance
Bpifrance is the French national investment bank: it finances businesses – at every stage of their development – through loans, guarantees, equity investments and export insurances. Bpifrance also provides extrafinancial services (training, consultancy) to help entrepreneurs meet their challenges (innovation, export…).

About Providence Equity Partners
Providence is a premier global asset management firm with over $45 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm’s inception in 1989, Providence has invested in more than 200 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

Media contacts

Galileo Global Education
Julien Blanc
+33 6 84 54 83 23
j.blanc@ggeedu.fr

CPP Investments
Steve McCool
+44 20 3947 3002
smccool@cppib.com

Téthys Invest
Marie France Lavarini
+33 6 89 10 32 80
mflavarini@icloud.com

Montagu
Andrew Honnor, Rob White
Greenbrook Communications
+44 207 952 2000
montagu@greenbrookpr.com

Bpifrance
Nathalie Police
01 41 79 95 26
nathalie.police@bpifrance.fr

Providence Equity Partners
Sard Verbinnen & Co
Conrad Harrington/ Giles Bethule
+44 207 4671 050
Prov-SVC@SARDVERB.com

December 18, 2019

Smartly.io Announces Majority Investment from Providence Equity Partners

Providence to Partner with Smartly.io Founders, Who Will Continue to Lead the Company and Maintain Significant Ownership

HELSINKI & PROVIDENCE, R.I. – December 18, 2019 – Smartly.io, a leading global creative and digital advertising platform, today announced a majority investment of €200 million from funds advised by Providence Equity Partners (“Providence”), a premier private equity firm that specializes in the media, communications, education and information industries. Providence will partner with management to help accelerate the growth of Smartly.io through acquisition and organic investment to continue to build Smartly.io’s leading multi-platform advertising solution that combines creative production and media optimization.

Founded in 2013, Smartly.io is a leading digital advertising solution that helps major advertisers create, launch and iterate brand and performance advertising. Smartly.io works with some of the most advanced advertisers in the world, like Uber and eBay, as well as major global brands like Under Armour and Samsonite. With more than 350 employees, Smartly.io has offices in 16 locations around the world.

Smartly.io has been an official Facebook Marketing Partner since 2014, and has worked closely with the company to distinctly serve the data, media and creative optimization process on their platform. Providence and Smartly.io look forward to continuing to work closely with Facebook to accelerate further growth.

“By partnering with Providence, Smartly.io gains invaluable strategic advisory, deep operational experience and market insight, especially in the U.S. where major Fortune 500 companies are only starting to automate their creative processes,” said Smartly.io CEO and Founder Kristo Ovaska. “We envision Smartly.io as the number one digital advertising platform for all marketers, and one that allows teams to leverage enhanced creative capabilities to supercharge and optimize their campaigns. With over €2.5 billion in ad spend flowing through Smartly.io in 2019, the largest global brands are already managing their paid social and online video spend with the platform, and this new partner allows us to continue innovating to better serve our customers as their social media advertising needs evolve.”

Smartly.io enables advertisers to manage and optimize their creative and ad operations across Facebook, Instagram and Pinterest. With the creative suite of tools in the platform, marketers bring the brand and performance advertising teams closer as well as bridge the gap between creative and ad buying silos.

“Kristo and Tuomo together with the whole team have built an impressive platform, and we are thrilled to be partnering with them,” said Davis Noell, a Managing Director at Providence. “Smartly.io has a unique opportunity to help transform the creative and media optimization process, and we look forward to supporting the Company with our experience and capital to accelerate organic and inorganic growth.”

Providence Operating Partner Laura Desmond has been appointed as Chairperson of the Board of Directors at Smartly.io and joins a group of robust and dynamic leaders, having worked closely with some of the biggest and most successful marketers worldwide, including Samsung, Coca-Cola, Visa, Mondelez, P&G and a host of direct to consumer brands such as Airbnb, Spotify, EA Sports and Twitter. Desmond has spent considerable time with advertising and marketing platform, technology and software companies such as Facebook, Google, LiveRamp and Tencent. She also serves on the board of DoubleVerify (a Providence portfolio company).

“Over the past several years, I’ve seen marketing and advertising technology evolve, with an ever-growing set of companies understanding how to partner with the entire digital ad ecosystem to create value,” said Desmond. “Smartly.io is uniquely positioned to play a lead role in a market where brand and performance work is converging. Together, we intend to grow the Company’s presence in the U.S. and globally, expand to other platforms, and build relationships with brands and their partners to create value for all.”

Macquarie Capital acted as exclusive financial advisor to Smartly.io and Hannes Snellman served as Smartly.io’s legal advisor. Debevoise & Plimpton LLP and Krogerus provided legal counsel to Providence.

Visit Smartly.io’s website to learn more about its capabilities, and follow Smartly.io on Twitter for the latest updates on company announcements.

About Smartly.io
Powering beautifully effective ads, Smartly.io automates every step of social advertising to unlock greater performance and creativity. We combine creative production and ad buying automation with outstanding customer service to help 600+ brands scale their results – not headcount – on Facebook, Instagram and Pinterest. We are a fast-growing community of 350+ Smartlies with 16 offices around the world, managing over €2.5B in ad spend and growing rapidly and profitably. Visit smartly.io to learn more.

Contacts

Smartly.io
Michael Wood
PAN Communications
617-502-4300
Smartly.io@pancomm.com

Providence Equity Partners
Sard Verbinnen & Co.
Andrew Cole / Hayley Cook (U.S.) 212-687-8080
Conrad Harrington (U.K.) +44 207 4671 050
Prov-SVC@sardverb.com

December 10, 2019

WARNER MUSIC GROUP AND PROVIDENCE EQUITY PARTNERS JOIN FORCES TO INVEST IN MUSIC CATALOGS

New Platform to Promote Recording Artists and Songwriters Across the Globe

NEW YORK, NY – December 10, 2019: Warner Music Group (“WMG”) and Providence Equity Partners (“Providence”) today announced plans to invest in world-class recorded music and music publishing catalogs via a newly established platform, Tempo Music Investments (“Tempo”).

Tempo was launched with $650 million in equity and debt capacity, with most of the equity coming from Providence, a leading investment firm specializing in the media, communications, education and information industries. WMG will handle administration for music publishing and distribution for recorded music, drawing on its vast, deep-rooted music industry expertise, resources and network. Tempo will enlist Influence Media Partners, a new management company, to explore investment opportunities and drive catalog performance.

“More than ever before, the long-lasting value of music is being recognized outside the music industry. We’ll be devoted stewards of these amazing catalogs created by songwriters and recording artists across the globe, and WMG is very happy to be partnering with Providence in this pioneering venture,” said Stu Bergen, CEO, International and Global Commercial Services, Warner Music Group.

Josh Empson, Managing Director at Providence, said, “It is a privilege to partner again with Warner Music Group. We are excited about this innovative new relationship, which combines Providence’s investment expertise in media with WMG’s distinctive skill in working with and recognizing top artists and assets in music. We look forward to partnering with WMG and our investment management team to support creators and build a best-in-class portfolio of music assets.”

Among the first acquisitions of the venture are selected copyrights of Grammy Award-winning songwriters Jeff Bhasker, Shane McAnally and Ben Rector. With 15 nominations and five Grammy wins including Producer of the Year, Bhasker has worked with some of the biggest names in the business. McAnally is a three-time Grammy winner and seven-time nominee who also serves as Co-President of Monument Records. Independent artist Rector is a rising singer-songwriter with success in licensing music across numerous TV shows, national ad campaigns and movie trailers.

About Warner Music Group
With its broad roster of new stars and legendary artists, Warner Music Group is home to a collection of the best-known record labels in the music industry including Asylum, Atlantic, Big Beat, Canvasback, East West, Elektra, Erato, FFRR, Fueled by Ramen, Nonesuch, Parlophone, Reprise, Rhino, Roadrunner, Sire, Spinnin’, Warner Records, Warner Classics, and Warner Music Nashville, as well as Warner Chappell Music, one of the world's leading music publishers, with a catalog of more than 1.4 million copyrights worldwide.

About Providence Equity Partners
Providence is a premier global asset management firm with over $45 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 200 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit https://www.provequity.com.

Contact:

Warner Music Group
Summer Wilkie, 212-275-3921
summer.wilkie@wmg.com

Providence Equity Partners
Andrew Cole / Kelsey Markovich, 212-687-8080
Prov-SVC@sardverb.com

November 18, 2019

K-12 Special Education Solutions Provider n2y Announces Significant Investment from Providence Equity Partners

n2y Management and The Riverside Company to Remain Minority Investors

Huron, OH & Providence, RI – November 18, 2019 – n2y LLC (the “Company”), a leading provider of software, curriculum and tools to the K-12 special education market, announced today a majority investment from Providence Equity Partners (“Providence”), a premier private equity firm that specializes in the media, communications, education and information industries. n2y will continue to be led by Chief Executive Officer Chrissy Wostmann and its current management team. The Riverside Company (“Riverside”), which invested in n2y in 2016, and members of n2y’s management team will retain ownership stakes in the business. Financial terms of the transaction were not disclosed.

Since its founding in 1997, n2y has changed how K-12 special education is taught by providing special education teachers and families with award-winning personalized solutions. The company’s products are designed to improve student outcomes, teacher efficiency, school compliance, and parent communication and collaboration by providing a highly customizable and easy-to-use total special education solution. n2y’s Total Solution connects the entire individualized education program (IEP) team with powerful workflow tools that empower them to plan, teach, assess, report, manage behavior, and reach students wherever they learn—from self-contained classrooms to the resource room, inclusive general education, virtual and home settings. n2y is currently serving approximately 60,000 service providers in all 50 states.

“We believe in the unique potential of every student and that all students, regardless of learning style, should have access to the best tools and services to ensure they reach their full potential,” said Chrissy Wostmann, CEO of n2y. “Providence’s investment will help us further expand our portfolio of products and solutions for the 21st-century classroom, and their deep experience investing in high-growth education software companies will be incredibly valuable as we enter our next phase of growth and continue to change the lives of all the individuals we proudly serve.”

“n2y has built an unparalleled business and reputation in the marketplace for providing educators and families with the tools to ensure all students have access to the same curriculum,” said David Phillips, Managing Director at Providence. “We are excited to have the opportunity to work alongside the n2y team to help grow their business and continue to build on their critical work.”

William Hughes, Managing Director at Providence, added, “n2y has a highly talented management team, and we look forward to working with Chrissy and the team to support the Company’s organic and acquisition growth plans and its commitment to transforming special education.”

About n2y

n2y® is changing the lives of special educators, therapists, speech-language pathologists and their students—seamlessly delivering a complete, differentiated instructional program tailored to help individuals with unique learning needs access the general education curriculum. n2y’s comprehensive, research-based solution frees educators to teach and empowers learning with standards-based academic content, powerful assessment and data collection, an accessible supplemental newspaper, dynamic symbol communication tools, skill-based learning games and a groundbreaking classroom management resource—all supported by best-in-class professional development. With n2y, everyone can learn. For more information on this award-winning solution, visit n2y.com and join them on Facebook and Twitter.

About Providence Equity Partners

Providence is a premier global asset management firm with over $45 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 180 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit https://www.provequity.com.

Media Contacts

n2y:
Margaret deBoer
Chief Marketing Officer
mdeboer@n2y.com
419-616-5228

Providence:
Andrew Cole / Kelsey Markovich / Hayley Cook
Sard Verbinnen & Co.
212-687-8080
Prov-SVC@sardverb.com

September 04, 2019

TimeClock Plus Announces Strategic Investment from Providence Equity Partners

San Angelo, TX & Providence, RI – September 4, 2019 – TimeClock Plus (the “Company”), an industry leading workforce management software provider, announced today a majority investment from funds advised by Providence Equity Partners (“Providence”), a premier private equity firm that specializes in the media, communications, education and information industries. TimeClock Plus Founder Jorge Ellis will remain a significant shareholder alongside Providence and will continue to serve on the Company’s Board of Directors. TimeClock Plus will maintain its corporate office in San Angelo, Texas upon closing of the transaction. Financial terms were not disclosed.

Founded in 1988, TimeClock Plus provides best-in-class technology solutions that help over 60,000 public and private sector businesses worldwide manage complex timekeeping, employee scheduling, leave management and other workforce needs. The Company’s products are tailored to comply with the specific HR requirements of many industries including education, government, retail, health systems and manufacturing. TimeClock Plus products are offered as Software-as-a-Service (SaaS) solutions hosted in the TCP Cloud and are available to customers through purpose-built web applications, application programming interfaces (APIs), hardware terminals, and mobile applications. The Company’s products are also seamlessly integrated with more than 300 payroll, Enterprise Resource Planning (ERP) and Human Capital Management (HCM) systems that enable customers to pay their people accurately and on time.

“I am proud of the tremendous growth we have achieved over the last 30 years and our deep commitment to developing innovative solutions that help organizations optimally manage their employee timekeeping processes,” said Jorge Ellis, Founder of TimeClock Plus. “Providence’s investment in our company is a strong endorsement of our best-in-class technology solutions, highly talented team and future growth prospects.”

Ernie Nabors, CEO of TimeClock Plus, added, “Providence is an excellent partner for us as we embark on our next chapter of growth. Their significant software industry expertise and operational experience will be instrumental in helping us accelerate our growth strategy and identify new opportunities that further strengthen our value proposition to customers.”

“TimeClock Plus has built a sophisticated portfolio of software solutions that are critical to effective workforce management,” said William Hughes, Managing Director at Providence. “We look forward to working with Jorge, Ernie and the terrific team at TimeClock Plus to support the Company’s organic growth plans and its commitment to the San Angelo community.”

David Phillips, Managing Director at Providence, added, “Our investment in TimeClock Plus is a great fit with our experience investing in market-leading software companies. The Company continues to deliver impressive organic growth and we believe there are significant opportunities to further expand TimeClock Plus’ customer-base and distinguished software offering.”

Wells Fargo served as TimeClock Plus’ financial advisor and Jackson Walker LLP served as legal advisor to TimeClock Plus. Weil, Gotshal & Manges LLP served as legal advisor to Providence.

About TimeClock Plus

TimeClock Plus is an industry-leading workforce management software provider. For more than 30 years, TimeClock Plus has delivered best-in-class time and attendance solutions. TimeClock Plus has helped thousands of organizations meet their complex timekeeping, employee scheduling, leave management, and other workforce needs. Today, over 60,000 customers trust TimeClock Plus' software, hardware, services, and support to transform the way they track employee time and attendance. To find out more visit: http://www.timeclockplus.com.

About Providence Equity Partners

Providence is a premier global asset management firm with approximately $40 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 180 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit https://www.provequity.com.

Media Contacts

TimeClock Plus:
Derek McIntyre
325-223-9500
derek.mcintyre@timeclockplus.com

Providence:
Andrew Cole / Hayley Cook / Kate Gorgi
Sard Verbinnen & Co.
212-687-8080
Prov-SVC@sardverb.com

August 01, 2019

Genstar Capital to Acquire Majority Stake in OEConnection from Providence Equity

Ford and General Motors to Retain Minority Stakes

Cleveland, OH, Providence, RI and San Francisco, CA -- August 1, 2019 -- OEConnection LLC ("OEC" or the "Company"), the leading global automotive technology provider for OEM distribution networks, Providence Equity Partners L.L.C. ("Providence") and Genstar Capital ("Genstar"), today announced a definitive agreement under which Genstar will acquire a majority stake in OEC from funds advised by Providence. As part of the transaction, current investors Ford Motor Company and General Motors will each retain their minority investments in the Company. Financial terms of the transaction were not disclosed.

OEC was founded in 2000 as a partnership between several original equipment manufacturers ("OEMs"), including Ford and General Motors, to provide high-quality technology solutions to facilitate the sale of original equipment replacement parts between automakers and franchised dealers and their wholesale customers. Since its founding, the Company has expanded to also provide software and technology solutions in the data, supply chain and service segments of OEMs' businesses. Today, OEC is a leading provider of software solutions and data to the original equipment parts industry and is one of the industry's only end-to-end comprehensive platforms, serving more than 30,000 auto dealers globally, 36 global OEM brands and more than 135,000 global auto repairers.

"We are pleased to partner with the Genstar team as we continue our positive momentum and further expand OEC's product and service offerings for our customers around the world," said Chuck Rotuno, OEC Chairman & CEO. "We look forward to the benefit of Genstar's industry expertise and strategic insights from their many years of investing in the software sector. We are grateful to Providence for their support and guidance over the past three years, which has certainly helped transform OEC into a larger, high-growth business with a global footprint and enhanced capabilities."

Geoff Miller, Director at Genstar, said, "We are excited to partner with OEC and its senior leadership team in this next chapter for the Company. The team has built an impressive business delivering high value solutions to OEMs, OEM dealer networks, collision specialists, and auto repair professionals. We will provide the additional investment capital and resources to support realization of the Company's growth strategies."

Eli Weiss, Managing Director at Genstar, added, "Our investment focus in the software sector is to identify companies operating in dynamic markets with opportunities to accelerate growth. We will aggressively identify key acquisitions and opportunities to broaden OEC's product mix, expand its geographic footprint, and enter adjacent market segments. We look forward to helping build OEC's future."

"It has been a privilege to work with Chuck and the OEC team, as well as our partners at Ford and GM, to help accelerate the growth of the Company," said Davis Noell, Managing Director at Providence. "Through significant organic and inorganic initiatives, OEC has achieved tremendous success over the past three years, expanding into new international markets, enhancing its product offerings and data capabilities, and significantly bolstering its salesforce to better serve its growing customer base. We have the utmost confidence that the Company will continue its successful growth trajectory under Genstar's stewardship."

The transaction is expected to close in the third quarter of 2019, subject to customary closing conditions.

UBS Investment Bank is serving as financial advisor and Debevoise & Plimpton LLP is serving as legal advisor to OEC and its shareholders, including Providence. Willkie Farr & Gallagher LLP is serving as legal advisor to Genstar.

About OEC

OEC is the leading global automotive technology provider for OEM distribution networks. Its suite of ecommerce, pricing, supply chain, service, business intelligence, parts cataloging, data solutions, and services helps automakers and their dealer networks sell more OE parts in the collision, fleet, mechanical and retail segments, as well as dealers' own service lanes. OEC serves more than 30,000 auto dealers globally, 36 global OEM brands and more than 135,000 global auto repairers. The company is headquartered in the greater Cleveland area at 4205 Highlander Parkway, Richfield, Ohio, USA, 44286. Additional information is available at https://www.oeconnection.com.

About Providence Equity Partners

About Genstar Capital

Genstar Capital (https://www.gencap.com) is a leading private equity firm that has been actively investing in high quality companies for over 30 years. Based in San Francisco, Genstar works in partnership with its management teams and its network of strategic advisors to transform its portfolio companies into industry-leading businesses. Genstar currently has approximately $17 billion of assets under management and targets investments focused on targeted segments of the financial services, healthcare, industrial technology and software industries.

Media Contacts

OEC:
Geo Money
330-523-1853
Geo.Money@OEConnection.com

Providence:
Andrew Cole/Kelsey Markovich
Sard Verbinnen & Co.
212-687-8080
Prov-SVC@sardverb.com

Genstar:
Chris Tofalli
Chris Tofalli Public Relations, LLC
914-834-4334

May 29, 2019

Technology Industry Veteran to Lead Company Through Next Phase of Growth

LAFAYETTE, Colo., May 29, 2019 -- KPA, a leading provider of Environmental Health & Safety (EHS), HR Management and Finance & Insurance compliance software and services, today announced the appointment of Chris Fanning as President and Chief Executive Officer of the company. Fanning succeeds Vane Clayton, who has served as CEO since 2006. Clayton will continue to serve on the KPA board of directors.

Fanning joins KPA with 30 years of experience in general management, strategy and operations for both public and private companies. Chris most recently was President and CEO of Survey Sampling International (SSI) where he grew the global first-party data and software leader from $150 to $300 million in revenue. He has also held multiple leadership roles with Lattice Semiconductor and The Boston Consulting Group.

"I am honored and excited to have the opportunity to lead KPA as CEO," said Fanning. "The industry leading combination of EHS expertise and modern SaaS software solutions is unparalleled in helping mid-size companies automate safety, compliance and HR processes. It is my goal to build on the incredible foundation that Vane and all of the talented KPA employees have created and help the team to expand the solution set and deliver on the mission of transforming EHS and workforce management programs for our customers."

Under Clayton's leadership, KPA has grown rapidly and now helps nearly 10,000 customers realize strong ROI, achieve regulatory compliance, improve safety, control risk, protect assets and optimize the workforce with a unique combination of software (SaaS), online training and on-site audit services. KPA has enjoyed strong growth in recent years, entering new markets and acquiring multiple software and services companies to expand the comprehensive solution set available to KPA customers.

"I am incredibly proud of and humbled by the major achievements the KPA organization has accomplished during my tenure as CEO," said Clayton. "Helping our clients achieve safety, compliance and business goals is my passion, and I look forward to advising and supporting KPA as a board member. The company is in great hands with Chris as CEO. He is a phenomenal leader with the proven operational skills to rapidly scale companies with a sharp focus on customer success. The future is bright for KPA."

In July 2018 KPA announced a majority investment from Providence Equity Partners ("Providence"), which was also the majority owner of SSI, where Fanning was most recently CEO. The Providence team has a strong track record of working with Fanning to grow and scale companies.

"The compliance market has tremendous potential for long-term growth, and KPA is well positioned to serve clients with a modern software platform and outstanding client service, which together have resulted in strong client retention, high recurring revenue, and consistent organic growth. We are very excited to partner with Chris Fanning and KPA's excellent leadership team to accelerate their growth strategy and create lasting value for KPA clients," said Will Hughes, Managing Director at Providence. KPA headquarters will continue to be Lafayette, Colorado with key offices in Portland, Oregon and across the country.

About KPA
KPA is the leading provider of Environmental Health & Safety (EHS), HR Management and Finance & Insurance compliance software and services for mid-sized companies. KPA combines innovative cloud software, online training, and on-site audit and loss control services to help 10,000+ client locations achieve regulatory compliance; control risk; protect assets, and effectively hire, train, manage, and retain top talent. For more information, go to www.kpaonline.com or call 866.356.1735.

About Providence Equity Partners
Providence is a premier global asset management firm with approximately $40 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 180 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

Contacts

KPA
Abe Cohen
215301@email4pr.com
503-902-6567

Providence
Andrew Cole / Kelsey Markovich
Prov-SVC@sardverb.com
212-687-8080

April 03, 2019

GlobalTranz Selects New Equity Partner

Partnership expected to drive continued technology leadership, organic revenue growth and strategic acquisitions

PHOENIX, April 03, 2019 -- GlobalTranz Enterprises, Inc., a leading technology-driven third-party logistics (3PL) solutions provider, today announced that it has selected funds advised by Providence Equity Partners L.L.C. and its affiliates (Providence) as its new equity partner. Providence has signed a definitive agreement to acquire 100 percent of GlobalTranz from The Jordan Company, L.P. (TJC). The transaction is expected to close within 60 days.

“The team at GlobalTranz has built a technology-driven, market-leading logistics platform that has delivered strong value and growth. The company is poised for continued success and we are excited to be part of the next stage of the company’s evolution,” said David Phillips, Managing Director, Providence. “GlobalTranz is a very strong fit with our model, and we expect to leverage our relationships and resources to help management continue to grow the business.”

“I am excited to have Providence as our new owner, with their impressive track record of expanding B2B tech-enabled services businesses across multiple sub-sectors and geographies,” said Renee Krug, CEO of GlobalTranz. “I would like to thank The Jordan Company for their support, guidance and governance. TJC’s sector experience facilitated accelerated growth both organically and via acquisitions. We are pleased to provide a successful exit for TJC while concurrently positioning the company well for the next steps in its journey.”

Ranked the 10th largest freight brokerage in the US by Transport Topics and voted an Inbound Logistics Top 10 3PL provider for 2018, GlobalTranz is driving strong growth with 25,000+ customers through technology innovation, a network of 34,000+ carriers, transformative M&A, creative products and superior customer service delivered by the some of best people in the industry.

“Our new partnership with Providence will allow us to continue our pattern of strong growth both organically and through strategic acquisitions,” said Bob Farrell, executive chairman of GlobalTranz. “With Providence’s support, we expect to build upon our unique success through ongoing technology innovation and the deployment of logistics solutions that address ever-increasing shipper sophistication.”

GlobalTranz was advised by Harris Williams & Co. and Kirkland & Ellis LLP. Providence was advised by Weil, Gotshal & Manges.

For more information, visit https://www.globaltranz.com and follow us on LinkedIn and Twitter @globaltranz.

About GlobalTranz

GlobalTranz is a technology company providing award-winning cloud-based multi-modal Transportation Management System (TMS) products to shippers, carriers, 3PLs and brokers. GlobalTranz is leading the logistics software and services market in innovative technology that optimizes the efficiency of freight movement and matches shipper demand and carrier capacity in real-time. Leveraging its extensive independent agent network, GlobalTranz has emerged as a fast-growing market leader with a customer base of over 1 million product users and 25,000 shippers. In 2018, Transport Topics named GlobalTranz a Top 10 largest freight brokerage firm in the U.S.

About Providence Equity Partners

Providence is a premier global asset management firm with approximately $40 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm’s inception in 1989, Providence has invested in more than 180 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

MEDIA CONTACT:

GlobalTranz:
Nick Fryer
Director of Public Relations & Content Marketing
224-515-7383
nicholas.fryer@globaltranz.com

Providence:
Andrew Cole/Kelsey Markovich
Sard Verbinnen & Co.
212-687-8080
Prov-SVC@sardverb.com

April 01, 2019

MASMOVIL agrees to repurchase Providence Convertible Bond in full and refinances its existing debt, doubling its maturity

Providence will remain an important shareholder of the Group with an 8% stake and retain its presence on the Board of Directors
The transaction removes the significant dilution effect of the convertible (16% after the transaction) and is expected to improve EPS by 11% in 2020.
The repurchase by MASMOVIL of more than 26% of its shares, together with the reinvestment by Providence of €120M in the Company, are clear demonstrations of confidence in the continued growth of MASMOVIL.

Madrid, 1st of April 2019.- MASMOVIL Group (“MASMOVIL”, the “Company” or the “Group”) has reached an agreement with Providence Equity Partners L.L.C. (“Providence”) for the repurchase of an outstanding convertible bond owned by funds advised by Providence since 2016. The Company will finance this through a capital increase and debt issuance that are fully underwritten by Goldman Sachs and BNP Paribas.

This transaction is part of a refinancing process for the Group´s existing debt, which will allow MASMOVIL to finance its continued growth in an efficient manner.

“We are very pleased to have closed these two transactions, which allow us to provide shareholders with a lower than anticipated dilution as well as an increase in earning per share. This will also provide the Company with a strengthened financial structure that enables us to continue leading the growth of the telecommunications market in Spain”, said Meinrad Spenger, CEO of MASMOVIL.

“We are thrilled to have supported Meini and his talented management team achieve such tremendous success for MASMOVIL, and we are also pleased to have made another long term commitment to the Company,” said John Hahn, Senior Managing Director at Providence.

Repurchase of the convertible bond in two tranches and a reinvestment of Providence in the Company

The repurchase of the Providence convertible will take place for a total amount of €883M and will be carried out in two tranches. The first one corresponding to 40% of the total debt will be paid on May 7, 2019, for a price of €351M. The second tranch for the remaining 60%, will have an amount of €533M payable on December 20 2019.

As part of this transaction and as a demonstration of confidence in MASMOVIL and its continued growth potential, Providence will reinvest €120M at a price per share of €18,45.

In addition, Providence will maintain its current 3% stake in the capital of the Group, remain on the Board of Directors and continue to be one of the main shareholders of the Company with 8% of the capital of MASMOVIL (including the agreed capital increase).

With this transaction, MASMOVIL will repurchase more than 26% of its fully diluted shares (43M shares). In addition, it avoids a 16% dilution post-transaction including a total capital increase of 17M shares, of which 7M have already been subscribed by Providence (26M shares over the total of 137M shares of the transaction).

As a consequence and after this operation, MASMOVIL will be able to restructure the last tranch of the convertible debt it signed in the framework of the Yoigo acquisition after the repurchases made in 2016, 2017, and 2018 by Abengoa, FCC and ACS, respectively.

Refinancing of the Group and strong debt reduction in the short term

MASMOVIL Group has reached an agreement with Goldman Sachs and BNP Paribas to refinance this purchase (€883M) and practically all of the Group’s existing debt (€890M) with advantageous conditions, increasing the maturity and reducing the cost, which promotes the Group´s ability to continue investing and financing its growth with the following facilities:

1,450M€ of covenant-lite Term loan with no required amortization and maturity in 7 years (2026), doubling its maturity.
€200M of preferred equity, which is expected to be replaced with common equity through an accelerated book build offering (“ABO”) within the next 9 months.

The Company has also secured €280M of undrawn capital expenditure and revolving credit facilities from the banks.

Finally, the Company has communicated its intention to reduce its debt significantly in the short term. The transaction will result in an initial net leverage of c.4.1x annualized Q1 2019 Adjusted EBITDA currently estimated to be €105M. This is forecast to be reduced to 3.0x EBITDA by the end of 2020 driven by MASMOVIL’s continued strong operating momentum.

Important benefits for the Company and its shareholders

The repurchase of the convertible bond from Providence and the refinancing of MASMOVIL’s existing debt will provide important benefits to the Company and its shareholders: *Reduction of the dilution of current shareholders by 16%.

*MASMOVIL estimates the transaction will result in EPS accretion of 6% in 2019, 11% in 2020, and 14% in 2021, based on broker consensus forecast EPS.

*The Repurchase has been achieved at an attractive price, which is 12% below the convertible’s theoretical nominal value of €1,005M and 7% below the fair value provided by EY in their “fairness opinion”.

*The weighted average maturity of the debt structure will double to 7 years, which will allow MASMOVIL to continue leading its growth in the spanish market and investing in the deployment of its own networks.

*The transaction results in a significant reduction in MASMOVIL’s overall cost of capital by replacing the high cost convertible with largely low-cost term loan. Goldman Sachs and BNP Paribas are the global coordinators of the transaction. Freshfield, Evergreen, Fried Frank and Castañeda Abogados have acted as legal advisors.

About MASMOVIL Group

MASMOVIL Group is the fourth telecommunications operator in Spain, offering services for fixed line telephone, mobile phone services, and internet broadband for home use, companies and operators under its principle brands: Yoigo, Pepephone, MASMOVIL, Lebara y Llamaya.

The Group holds a fixed infrastructure of Fibra/ADSL and mobile 3G and 4G. At present it is capable to serve more than 15.2 million of homes with optic fiber and 18 million more with ADSL. Its 4G mobile network covers 98.5% of the Spanish population. The Group has more than 8 million customers in Spain. MASMOVIL Group has received the 2018 award ADSL as the ”Best Fiber Operator” from the Grupo Informatico. In addition, it has been nominated for the award as the “Revelation Company of the year” within the Business Awards of the Grupo Vocento.

Additionally, it is the operator with the fastest fiber network in Spain during 2018 according to a study by the company, nPerf, and the operator with the fastest 3G+4G aggregated mobile network in Spain, according to a study by the company, Tutela. It also has obtained the highest rating for Spanish mobile operators from its customers satisfaction according to the “2017 Index of Client Experience”, prepared by the consultor Stiga.

About Providence Equity Partners

Providence is a premier global asset management firm with approximately $40 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm’s inception in 1989, Providence has invested in more than 180 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

Follow us:

Web MASMOVIL Group: https://grupomasmovil.com
Twitter: https://twitter.com/grupomasmovil

For more information.
Fernando Castro +34.656.160.378
fernando.castro@masmovil.com

Conrad Harrington +44.7912.647.473
charrington@sardverb.com

February 25, 2019

TAIT Announces Growth Equity Investment from Providence Equity Partners

LITITZ, Pa. & PROVIDENCE, R.I.--Feb 25, 2019-- TAIT (formerly known as TAIT Towers), the market leader in designing, developing, and operating live event solutions for the entertainment industry, announced today an investment from funds advised by Providence Equity Partners (“Providence”), a premier private equity firm that specializes in the media, communications, education and information industries. TAIT CEO & President James “Winky” Fairorth and Chief Creative Officer Adam Davis will remain significant shareholders alongside Providence. Financial terms of the transaction were not disclosed.

Since 1978, TAIT has been a leading provider of advanced creative and engineering solutions to the live entertainment industry. TAIT is one of the only companies of scale that provides an end-to-end solution to design, construct, manufacture and operate custom-built concert touring and permanent installation experiences. TAIT has worked on 17 of the top 20 highest grossing concert tours of all time and has a diverse and iconic client base including The Rolling Stones, U2, Taylor Swift, Justin Timberlake, Disney, Universal, Cirque du Soleil and Nike.

TAIT also has a robust IP portfolio with more than 80 patents in technology and design. The company utilizes TAIT Navigator, a proprietary automation and show control platform that provides critical functionality to live productions and powers the majority of the company’s projects. The platform’s hardware and software products control machinery, lighting, audio, pyro, fountains and other special effects.

James “Winky” Fairorth, President & CEO of TAIT, said: “We are thrilled to partner with Providence to help take us through our next phase of growth. The firm has an impressive track record of investing in businesses that deliver world-class events and experiences. This growth equity investment is a testament to the breadth and depth of TAIT’s talented team and unique culture of excellence, which have advanced industry standards and exceeded client expectations for over 40 years.”

Adam Davis, Chief Creative Officer at TAIT, said: “Providence is the ideal partner to help us accelerate our growth initiatives and strengthen our market position. We are proud to be a part of the Providence family and look forward to working with them to expand our offering for artists, entertainment companies and corporate brands that consistently turn to TAIT for spectacular live experiences.”

Scott Marimow, Managing Director at Providence, said: “TAIT is regarded as the gold standard in the industry for its differentiated capabilities, global presence, client relationships and track record of delivering the finest live event solutions in the world. The company is also well positioned for sustainable growth from strong, secular trends, as artists, entertainment concepts and brands are spending more on live events and production quality to create memorable experiences that drive heightened consumer engagement and sharing across social media. We are excited to partner with such a passionate management team and look forward to working together.”

Providence has over two decades of experience investing in and creating lasting value at a wide range of live event-based companies. Current and previous investments consist of Ambassador Theatre Group, Learfield, Major League Soccer, Superstruct, Topgolf, Yankees Entertainment and Sports Network, European Media Partnership and World Triathlon Corporation (Ironman).

Michael Dominguez, Managing Director at Providence, said: “Over the past four decades, TAIT has grown to become an industry leader. We feel fortunate to have the opportunity to partner with an outstanding team in order to accelerate the company’s growth and further invest in its vast IP portfolio and technological capabilities, which are applicable across multiple client types and end markets. Our investment in TAIT is a great fit with Providence’s growing portfolio of category-leading businesses focused on live, out-of-home events and experiences that are highly valued in an increasingly digital world, and that continue to benefit from attractive underlying consumer trends.”

Evercore served as TAIT’s financial advisor and Pepper Hamilton LLP served as legal advisor to TAIT. Lazard served as Providence’s financial advisor and Weil, Gotshal & Manges LLP served as legal advisor to Providence.

About TAIT

TAIT is the World Market Leader in designing, constructing and delivering the finest live event solutions in the world. Whether it’s creating awe-inspiring spectaculars, complex touring stages, theatre engineering solutions, brand activations or cruise ship installations, TAIT delivers world-class solutions for live experiences. With its proprietary entertainment automation platform, custom-made products, and creative engineering, TAIT’s cutting-edge offerings continue to advance industry standards and exceed client expectations. As a global network of over 600 employees in 12 office locations, TAIT has worked on projects in over 30 countries, all 7 continents and even outer space. TAIT’s diverse group of clients include Taylor Swift, Cirque Du Soleil, The Metropolitan Opera House, NASA, National Geographic, Beyoncé and The Olympics.

About Providence Equity Partners

Providence is a premier global asset management firm with approximately $40 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm’s inception in 1989, Providence has invested in more than 180 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

Media Contacts

TAIT
Mia C. Tinari
Global Head of Marketing & Communications
marketing@taittowers.com

Providence Equity Partners
Andrew Cole / Hayley Cook
Sard Verbinnen & Co
212-687-8080
Prov-SVC@sardverb.com

February 21, 2019

ARDIAN ACQUIRES A MAJORITY STAKE IN STUDY GROUP, THE LEADING INTERNATIONAL EDUCATION PROVIDER IN THE UK, AUSTRALIA AND NORTH AMERICA

London, February 21, 2019– Ardian, a world-leading private investment house, announces it has reached an agreement to acquire a majority stake in Study Group, the leading provider of international education in the UK and Europe, Australia, New Zealand and North America, from Providence Equity Partners, a premier global asset management firm.

Each year, Study Group supports around 30,000 students from 142 countries on campuses spread across three continents. Study Group prepares international students, who wish to enter leading English-speaking universities, through educational courses that provide them with the academic, language and learning skills needed to succeed. Study Group is a market leader in the UK and in Australia, and partners with 48 prestigious universities.

A world leader, Study Group has the highest number of partner universities which fall within the Global Top 200 university ranking of the market. The International Education pathway market has grown by 15% p.a. in volume historically and is forecast to continue to grow double-digit in the years to come.

David Leigh, the Chairman of Study Group, commented: “It has been a great privilege to lead the excellent team at Study Group over the past six years. Led by CEO Emma Lancaster, the organisation is poised to continue its strong growth under new ownership, providing excellent outcomes for students via close partnerships with many of the world’s best universities.”

Olivier Personnaz, Managing Director in Ardian Buyout team added: “We are proud to invest in Study Group for the next phase of its development. The ambition of the management team, the quality of their long-term university partner relationships and the strength of its growth serve as proof of Study Group’s excellence. Alongside the management team, we will work to drive further growth and build on the Group’s presence in key geographies through strategic acquisitions. Through our investment, more students will be able to realize their academic potential at leading international universities.”

Dany Rammal, Managing Director at Providence Equity, said: “We are pleased to have partnered with Study Group’s strong management team to improve academic outcomes for students around the world, grow the number of University Partners from 16 in 2010 to 48 today, and execute a number of strategic and operational efforts that position the Company well for its next phase of growth. We wish the team every success going forward.”

This acquisition remains subject to the authorization from FIRB in Australia.

ABOUT STUDY GROUP

Study Group is a leading provider of international education. With 48 university partners around the world, it enables students to succeed at degree level, by helping them develop the necessary study and language skills to which they may not have had access in their local education systems. Last year, around 30,000 students from 142 countries chose Study Group to provide them with life-changing learning experiences.

ABOUT ARDIAN

Ardian is a world-leading private investment house with assets of US$90bn managed or advised in Europe, the Americas and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base. Through its commitment to shared outcomes for all stakeholders, Ardian’s activities fuel individual, corporate and economic growth around the world. Holding close its core values of excellence, loyalty and entrepreneurship, Ardian maintains a truly global network, with more than 550 employees working from fifteen offices across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid, Milan, Paris and Zurich), the Americas (New York, San Francisco and Santiago) and Asia (Beijing, Singapore, Tokyo and Seoul). It manages funds on behalf of around 800 clients through five pillars of investment expertise: Fund of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt. www.ardian.com

ABOUT PROVIDENCE EQUITY PARTNERS

LIST OF PARTICIPANTS
Ardian: Olivier Personnaz, Bruno Ladrière, Edward Little, Benjamin Witcher, Michael Van Cauwenberge
Commercial Due Diligence: OC&C - Pedro Sanches, Zeeshan Ashraf
Financial Due Diligence: EY - Matt Harvey, Mark Griffiths
Tax: EY - Karen Kirkwood, Michael Atkinson, Sachika Yamawaki
Corporate: Allen & Overy - Karan Dinamani, Hayley Elsley, William Hayward
Financing: Allen & Overy - Robin Harvey, Sarbajeet Nag, Alex Bond

PRESS CONTACTS

ARDIAN
Headland
TOM JAMES
Tel: +44 207 3675 240
tjames@headlandconsultancy.com

STUDY GROUP
Topline
Katie Shuff
Tel: +44 (0)7958 441840
katie@toplinecomms.com

PROVIDENCE EQUITY PARTNERS
Sard Verbinnen & Co
Conrad Harrington
Tel: +44 207 4671 050
Prov-SVC@SARDVERB.com

December 20, 2018

CloserStill Media Announces Growth Investment from Providence Equity Partners

LONDON – December 20, 2018 – Funds advised by Providence Equity Partners (“Providence”) have signed an agreement to invest in CloserStill Media (“CloserStill”), one of the world’s leading independent organisers of trade shows and events. Providence agreed to acquire a majority stake from Inflexion Private Equity (“Inflexion”), NVM Private Equity (“NVM”) and management. Phil Soar and Phil Nelson, co-founders of CloserStill, as well as the broader management team, will remain major shareholders alongside Providence. Financial terms of the transaction were not disclosed.

CloserStill is a fast-growing exhibitions business, operating an award-winning portfolio of global brands in the technology, learning and healthcare sectors. Flagship events include the London Vet Show, Cloud Expo Asia, Data Centre World, The Pharmacy Show, Learning Technologies and The Dentistry Show. The company has achieved significant organic and inorganic growth, with eleven acquisitions completed in the last three years. Today, CloserStill has a team of over 270 employees across a global network of offices in London, Paris, New York, California, Berlin, Singapore and Hong Kong.

Philip Soar, Chairman & CEO of CloserStill, said: “Over the past ten years we have worked diligently to develop a best-in-class team that has driven our remarkable growth. Our business has also benefited from the expertise provided by Inflexion and NVM and we appreciate their significant contributions in the last three years. CloserStill now has a roster of the best attended and largest events focused on the high-value technology and healthcare sectors globally. We are excited to partner with Providence, who we have known for some time, and who have extensive experience in our industry and a superb track record in supporting growth businesses.”

Phil Nelson, Commercial Director and co-founder of CloserStill, said: “Since founding the business in 2008, we have been fortunate to expand within our attractive sector verticals and I am thrilled with the results made possible by the dedication and creativity of our colleagues. I really look forward to the next chapter of our growth.”

Andrew Tisdale, Managing Director at Providence, said: “CloserStill is an exceptional business led by a strong management team with a proven track record of developing and acquiring successful events around the world. With a compelling global portfolio and diverse customer base across the technology, learning and healthcare sectors, CloserStill is well-positioned to accelerate the momentum the business has generated to date. We are excited to partner with such a fantastic team and look forward to working together.”

CloserStill was advised by Addleshaw Goddard LLP and DC Advisory on the legal and financial aspects, respectively. Weil, Gotshal & Manges LLP served as legal advisor to Providence and LionTree Advisors as financial advisor.

About CloserStill

CloserStill is a leading business trade show operator focusing on the healthcare, learning and technology sectors. Founded in 2008, CloserStill operates a portfolio of some of the fastest-growing, award-winning events, including: the London Vet Show, Cloud Expo Europe, Data Centre World, The Pharmacy Show, Learning Technologies and The Dentistry Show. CloserStill featured in the Sunday Times “100 Best Companies to Work For” in 2018 and ranked in the top 100 of the Sunday Times International Track 200 in 2016, 2017 and 2018. In 2017, CloserStill was listed in the Financial Times FT1000 Index as the fastest growing exhibitions organiser and one of the fastest growing companies in Europe. In 2018 Industry Awards, CloserStill won “Best Trade Show”, “Best Trade Show Launch”, “Best Trade Show Rising Star”, “Best Salesperson in the Industry”, “Best Operations Team in the Industry” and “Best Marketing Team in the Industry”.

About Providence Equity Partners

Providence is a premier global asset management firm with approximately $30 billion in assets under management across complementary private equity businesses. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 180 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

Media Contacts:

CloserStill
Philip Soar, Chairman & CEO
+44 779 533 6751

Providence Equity
Conrad Harrington
+44 20 7467 1050
Prov-SVC@sardverb.com

December 17, 2018

Tes Announces New Owners

LONDON – December 17, 2018 – We are delighted to announce the sale of Tes Global Group Limited (“Tes Global”) from TPG to Providence Equity Partners L.L.C. (“Providence”).

The management and staff of Tes Global are pleased to welcome Providence as owners. The Executive team is looking forward to working together with Providence to build the business and help achieve its long-term success.

Rob Grimshaw, CEO of Tes Global said: “We are delighted to be joining Providence at this exciting time in Tes Global’s journey. Our mission is to support and connect teachers and schools worldwide, helping them improve children’s lives through education. Over the next few years and backed by the strength of Providence’s expertise in the education sector, we look forward to taking that vision further. In particular, we aim to build on our already strong credentials as a software services provider, bringing smart digital solutions to schools both in the UK and worldwide. On behalf of everyone at Tes, I’d also like to thank TPG for their guidance as owners of the business in recent years and their unwavering support for our successful strategic transformation.”

Dany Rammal, Managing Director at Providence, said: “By partnering with Tes Global, we can combine their leading education platform with our expertise developing innovative education businesses around the world to build an even stronger operator in this exciting sector. Providence has over 150,000 students across our existing portfolio of education-focused groups that includes NACE Schools, Galileo Global Education and Study Group International, which make us particularly well-positioned to help Rob and his team propel Tes Global’s world-leading community of teachers and school leaders towards its next phase of growth.”

Antonio Capo, Partner at TPG Capital, said: “Since investing in Tes Global in 2013, we have worked closely with management to transform Tes from a predominantly print-based teacher classified business into a global digital education company. A number of strategic acquisitions have enabled Tes to expand into teacher training and education technology, whilst heavy investment in systems and digital capabilities have resulted in disruptive product innovations for schools and teachers the world over. We are proud of what the company has achieved under our ownership, and wish Rob, his team and their new sponsor Providence continued success.”

Tes Global was advised by Jefferies International Limited, Cleary Gottlieb Steen & Hamilton LLP, and Travers Smith LLP and Providence was advised by Weil, Gotshal & Manges LLP and Arma Partners.

In preparation for this transaction, the ‘THE WUR’ (Times Higher Education World University Rankings) business was separated from Tes Global and will remain under the ownership of TPG pending a sale in the New Year. Upon closing of this transaction, Tes Global and ‘THE WUR’ will be discrete businesses with different owners.

EDITORS NOTES

Overview of Tes Global Ltd:

We believe in the power of great teaching. Tes supports and connects teachers and schools worldwide, helping them improve children’s lives through education.

Building on our heritage of writing news for teachers for over a century, Tes is at the heart of the global teaching profession. We host a digital community of 11.6m educators, who create and share-teaching resources downloaded up to a million times a day. Through sophisticated digital tools and services, we help schools attract candidates to fill vacancies, as well as qualify and train their own teachers.

Tes at a glance:

11.6m registered users on tes.com, growing at 45K per week
20% growth year on year on tes.com, including 2.1m average weekly unique users
1m classroom resources downloaded on peak days and 230m last year (over 1 billion downloads since Tes launched a resource sharing platform)
500K teachers clicked to apply for jobs in the past 12 months
5th largest ITT (initial teacher training) organisation in the UK
1st largest library of Continuous Professional Development content in the English-speaking world

About Providence Equity Partners Providence is a premier global asset management firm with approximately $30 billion in assets under management across complementary private equity businesses. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm’s inception in 1989, Providence has invested in more than 180 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

For more information, please contact:

Providence Equity Partners

Conrad Harrington
Office: +44 20 7467 1050
Prov-SVC@sardverb.com

TPG

Luke Barrett
Office: +1 212 601 4752
lbarrett@tpg.com

Andrew Honnor / Alex Jones
Greenbrook Communications
Office: +44 20 7952 2000 tpg@greenbrookpr.com

Tes Global

Lord Jim Knight
Office: +44 (0) 20 3194 3265
jim@tes.com

Katy Gandon
Office: +44 203 194 3004
katy.gandon@tesglobal.com
Or visit www.tes.com/tesglobal

November 05, 2018

GOLDEN GATE CAPITAL TO ACQUIRE VECTOR SOLUTIONS

SAN FRANCISCO, CA and TAMPA, FL – November 5, 2018 – Golden Gate Capital, a leading private equity investment firm, today announced that it has signed a definitive agreement to acquire Vector Solutions (“Vector”) from Providence Equity Partners (“Providence”), a premier global private equity firm. CEO Jeff Gordon and the current management team will continue to lead Vector, which will remain headquartered in Tampa, FL. Financial terms of the transaction were not disclosed.

Founded in 1999, Vector is the leader in industry-focused eLearning and SaaS performance support solutions. The Company serves a broad range of industries with award-winning online education, safety, compliance and performance-optimization solutions. With an extensive and growing library of more than 8,000 courses written by over 250 subject matter experts, Vector uses the latest innovations in learning and technology to create safer, more capable and compliant organizations across the commercial, education and public sectors.

“Vector Solutions has built a strong portfolio of industry-leading training technology and SaaS solutions that provide its customers with mission-critical tools,” said Rishi Chandna, a Managing Director at Golden Gate Capital. “Vector Solutions is successfully executing against its strategy – including expanding from eLearning solutions into a performance optimization company – and driving impressive growth. We look forward to partnering with Jeff and the terrific team to support the Company’s continued growth, both organically and through targeted acquisitions.”

“We are pleased to work with Golden Gate Capital, which has a demonstrated track record of building long-term value for its portfolio companies,” said Mr. Gordon. “Given Golden Gate Capital’s significant software industry expertise and operational experience, as well as the financial resources to accelerate our growth strategy, we are confident that this partnership will support our next phase of growth. We thank Providence for their partnership over the past four years and are excited to build on our momentum as we embark on the next chapter of our success.”

“We have enjoyed a successful partnership with Vector over the last several years,” said Peter Wilde, a Managing Director at Providence. “Under Jeff’s leadership, the Company has experienced tremendous organic and inorganic growth, significantly expanded its geographic footprint, course library and customer base, and more than doubled its size. We are proud to have helped add lasting value at Vector and advance the Company’s mission, and we are confident Vector has a bright future.”

Kirkland & Ellis LLP served as legal advisor to Golden Gate Capital. Robert W. Baird & Co. served as financial advisor to Providence and Weil, Gotshal & Manges LLP served as legal advisor.

About Vector Solutions

Vector Solutions, a leader in eLearning and performance support, provides award-winning SaaS solutions for the architecture, engineering, construction, industrial, facilities management, public safety, IT and education industries. Its brands, RedVector, TargetSolutions, and SafeSchools, deliver continuing education, training, technology and performance management solutions using the latest innovations in learning and technology to create safer, more capable, more compliant organizations. Its extensive online and mobile learning library exceeds more than 8,000 courses written by over 250 subject matter experts and reaches almost 6 million professionals worldwide. The company was founded in 1999 and is headquartered in Tampa, Florida. For more information, visit www.vectorsolutions.com. Follow us on twitter @VectorPerform and on Facebook at www.facebook.com/VectorPerformance.

About Golden Gate Capital

Golden Gate Capital is a San Francisco-based private equity investment firm with over $15 billion of capital under management. The principals of Golden Gate Capital have a long and successful history of investing across a wide range of industries and transaction types, including going-privates, corporate divestitures, and recapitalizations, as well as debt and public equity investments. Other notable software investments sponsored by Golden Gate Capital include Infor, BMC Software, LiveVox, and 2020 Technologies. For more information, visit www.goldengatecap.com.

About Providence Equity Partners (“Providence”)

Providence is a premier global asset management firm with approximately $60 billion in assets under management across complementary private equity and credit businesses. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm's inception in 1989, Providence has invested in more than 180 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

Contacts

Vector Solutions

Victoria Zambito

(813) 864-2593

victoria.zambito@vectorsolutions.com

Golden Gate Capital

Jenny Gore / David Isaacs

Sard Verbinnen & Co

(312) 895-4700 / (415) 618-8750

Providence

Andrew Cole / Kelsey Markovich

Sard Verbinnen & Co

(212) 687-8080

Prov-SVC@sardverb.com

October 25, 2018

Franklin Templeton Investments Announces Acquisition of Alternative Credit Manager Benefit Street Partners

SAN MATEO, Calif., Oct. 25, 2018 (GLOBE NEWSWIRE) -- Franklin Resources, Inc. [NYSE:BEN], a global investment management organization operating as Franklin Templeton Investments (“Franklin Templeton”), today announced that it has entered into an agreement to acquire Benefit Street Partners L.L.C. (“BSP”), a leading alternative credit manager with approximately $26 billion in assets under management as of September 30, 2018. The acquisition will bolster Franklin Templeton’s alternative offerings and expand its robust fixed income capabilities to include an array of alternative credit strategies, at a time when investors are increasingly allocating capital to less liquid and higher yielding credit opportunities.

“We’re pleased to announce the acquisition of Benefit Street Partners and to welcome its seasoned and talented team,” said Greg Johnson, chairman and CEO of Franklin Templeton. “BSP’s differentiated approach to investing within the alternative credit space has resulted in a thriving business over the course of the last decade. The percentage of institutional investors expected to allocate to alternative credit for the long term is substantial, and this acquisition positions us well in a growing market. We are confident that BSP’s experience and capabilities, combined with Franklin Templeton’s global scale and extensive resources in more liquid credit investing, will enhance origination capabilities and increase our breadth and depth of expertise across the leveraged finance market.”

Established in 2008, BSP is based in New York, with five additional offices across the US. BSP offers a broad spectrum of investment capabilities to its investors, covering corporate performing and distressed private credit, structured credit and commercial real estate credit. The alternative credit asset class is seeing strong demand in a rising rate environment, with BSP generally focusing on high quality, primarily senior secured, floating rate debt. BSP’s senior management team has worked together for over two decades, at BSP and at another organization, and is supported by a deep bench of strategy leaders, portfolio managers and investment professionals with significant experience building institutional-quality businesses that have delivered strong results through multiple market cycles.

Tom Gahan, founder, CEO and CIO of BSP, said, “We believe Franklin Templeton is the perfect long-term partner for our business. Franklin Templeton’s pedigree, global reach and extensive investment capabilities will provide BSP with increased resources and investment opportunities. We look forward to collaborating with Franklin Templeton’s experienced team to continue to deliver market-leading risk-adjusted returns to our investors. We are grateful to our partners at Providence, who helped launch and support BSP over the past decade.”

Jenny Johnson, president and COO of Franklin Templeton, added, “Expanding our alternatives capabilities has been a strategic focus area for Franklin Templeton, and this acquisition will position us to capitalize on the growing and sought after alternative credit segment. We’re consistently seeing investors augment their traditional fixed income portfolios with alternative credit to enhance their risk/reward characteristics. BSP brings new alternative solutions within private credit that complement Franklin Templeton’s existing alternatives and fixed income capabilities to meet the evolving needs of our clients.”

Jonathan Nelson, founder and CEO of Providence, said, “BSP’s combination with Franklin Templeton makes strategic and economic sense for all stakeholders. We couldn’t be more proud of Tom and the team’s success in building a world-class credit business. This has been a great 10-year partnership, and we wish them continued success.”

This transaction is subject to customary closing conditions and we anticipate the transaction will close in Franklin Templeton’s second quarter of fiscal 2019. Following the acquisition, Franklin Templeton’s alternative offerings will represent more than $40 billion in assets under management.

Morgan Stanley & Co. LLC served as financial advisor to Franklin Templeton, and its legal counsel was Willkie Farr & Gallagher LLP. BofA Merrill Lynch served as BSP’s financial advisor on the transaction, and Skadden, Arps, Slate, Meagher & Flom LLP was its legal advisor.

Conference Call

Franklin Templeton will hold a conference call today at 11am ET to discuss its fourth quarter and fiscal year results, as well as the acquisition. Additional information on the acquisition can be found in the written earnings commentary at investors.franklinresources.com. The conference call will be led by Greg Johnson and Ken Lewis, CFO and executive vice president of Franklin Templeton, who will be joined by Tom Gahan and Richard Byrne, president of BSP.

About Benefit Street Partners

Benefit Street Partners L.L.C. is a leading credit-focused alternative asset management firm with approximately $26 billion in assets under management. BSP manages assets across a broad range of complementary credit strategies, including private/opportunistic debt, structured credit, high yield, special situations, long-short liquid credit and commercial real estate debt. Based in New York, the BSP platform was established in 2008 in partnership with Providence Equity Partners. For further information, please visit www.benefitstreetpartners.com.

About Franklin Templeton Investments

Franklin Resources, Inc. [NYSE:BEN] is a global investment management organization operating as Franklin Templeton Investments. Franklin Templeton Investments provides global and domestic investment management to retail, institutional and sovereign wealth clients in over 170 countries. Through specialized teams, the company has expertise across all asset classes—including equity, fixed income, alternative and custom solutions. The company’s alternatives capabilities include private equity, hedge, commodities, real estate, infrastructure and venture capital strategies from Darby Overseas Investments, Franklin Real Asset Advisors, Franklin Venture Partners, K2 Advisors, Pelagos Capital Management, Templeton Global Macro and Templeton Private Equity Partners.

Franklin Templeton Investments’ more than 650 investment professionals are supported by its integrated, worldwide team of risk management professionals and global trading desk network. With offices in over 30 countries, the California-based company has more than 70 years of investment experience and over $717 billion in assets under management as of September 30, 2018. For more information, please visit investors.franklinresources.com.

About Providence Equity Partners

Forward-looking statements

The statements contained herein may include prospects, statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those expressed or implied in such forward-looking statements. Any forward-looking statements herein are made only as of the date of this press release, and the company assumes no obligation to update any information or forward-looking statement contained herein, except as required to be disclosed by law.

Recommended cash offer (the "Offer") for Chime Communications plc ("Chime") by Bell Bidder Limited ("Bidco") (the "Transaction").

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Overseas Persons

The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a "Restricted Jurisdiction"), and the availability of the Information (and any related offer) to shareholders of Chime who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.

If you are not permitted to view the Information on this website, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page.

Additional US information

The Offer relates to the shares of a UK company and will be subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this section of the website may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares in Chime to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since each of Chime and Bidco is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares in Chime may not be able to sue Chime, Bidco or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Chime, Bidco and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Forward-looking statements

The information (including information incorporated by reference) and documents in this section of the website may contain forward-looking statements regarding Chime's and/or Bidco's financial position, business strategy, plans and objectives of management for future operations. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements. The important factors that could cause Chime's and/or Bidco's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the satisfaction of the conditions to the Offer, regulatory approvals that may require acceptance of conditions with potential adverse impacts and general economic conditions.

These forward-looking statements speak only as of the date of the respective documents. Chime and Bidco each expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).

Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.

Responsibility for information

Robey Warshaw LLP (“Robey Warshaw”) is authorised and regulated by the Financial Conduct Authority in the UK. Robey Warshaw is acting exclusively as financial adviser to Bidco and no one else in connection with the Offer and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Robey Warshaw nor for providing advice in connection with the Offer or any matter referred to herein. Moelis & Company UK LLP ("Moelis"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Chime and no one else in connection with the Transaction, and will not be responsible to anyone other than Chime for providing the protections afforded to clients of Moelis nor for providing advice in connection with the Transaction. HSBC Bank Plc ("HSBC"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively for Chime and no one else in connection with the Transaction, and will not be responsible to anyone other than Chime for providing the protections afforded to clients of HSBC nor for providing advice in connection with the Transaction.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Confirmation of understanding and acceptance of disclaimer

I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
I represent and warrant to Chime and Bidco that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
I agree to be bound by the terms of the notice set out above and I confirm that I am permitted to proceed to this part of the site.

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