Cision — SPAC Merger (March 2017)
39 slides from Cision's SPAC merger presentation, Mar 20, 2017
Slide 1: Investor Presentation March 2017
2.60 1.80 2.15 3.30 3.75 5.10 0.15 5.10 4.50 - logo 0.15 Investor Presentation March 2017
Slide 2: THIS PRESENTATION HAS BEEN PREPARED FOR USE BY CAPITOL ACQUISITION CORP. III (“CAPITOL”) AND
THIS PRESENTATION HAS BEEN PREPARED FOR USE BY CAPITOL ACQUISITION CORP. III (“CAPITOL”) AND CANYON HOLDINGS S.À R.L. (“CISIO N”) IN CONNECTION WITH THEIR PROPOSED BUSINESS COMBINATION. SUCH PRESENTATION MAY BE PRESENTED TO CERTAIN OF CAPITOL’S STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE I N
Slide 3: Presenters
Presenters Kevin Akeroyd Chief Executive Officer Mark D. Ein Chairman & Chief Executive Officer L. Dyson Dryden President & Chief Financial Officer Jack Pearlstein Executive VP & Chief Financial Officer
Slide 4: Agenda
1. Capitol Investment Thesis 2. Cision Overview 3. Industry Overview 4. Growth Strategy 5. Financial Overview 6. Business Combination Appendix Agenda
Slide 5: Capitol Investment Thesis
Capitol Investment Thesis CAPITOLII
Slide 6: Capitol Investment Thesis
Capitol Investment Thesis ▪ Compelling Market Opportunity. The proven success and compelling ROI of earned media to build brands in recent years, combined with the declining efficacy of traditional paid media advertising, is driving CMOs to shift their focus and marketing budgets toward e arn ed med
Slide 7: Cision Overview
Cision Overview CISION GCAPITOLI
Slide 8: The Next Enterprise Cloud Platform
The Next Enterprise Cloud Platform Finance professionals Communications professionals HR professionals Sales professionals Cision is a go - to global SaaS platform for communications professionals and is transforming the corporate PR function much like other SaaS solutions transformed finance, HR, s
Slide 9: Cision helps brands communicate with key constituents and understand public perception
Cision helps brands communicate with key constituents and both understand and influence public perception in an increasingly complex media landscape Cision Offers a Comprehensive Product Suite Media Monitoring Media Analysis Media Database Media Distribution #1 industry database (1) 1.6m contacts 30
Slide 10: Leading Player in the Industry
Sources: Burton - Taylor Consulting Research. Cision management. Note: Cision revenue is 2016 , pro forma for a full year of ( i ) the acquisition of PR Newswire, completed June 2016; (ii) the divestiture of The Vintage Group, completed March 2017; and ( iii ) the acquisition of a business intellige
Slide 11: Cision is deeply embedded in industry workflow
Cision is deeply embedded in industry workflow Industry Standard for PR Professionals Sources: LinkedIn and Twitter. 5
Slide 12: Loyal, Diversified, Blue Chip Customer Base
Loyal, Diversified, Blue Chip Customer Base Source: Forbes.com “2016: World’s 100 Most Valuable Brands”. The Holmes Report 2016. (1) Represents Cision U.S. recoup rates, including client upsell. (2) Enterprise: >$20k annual spend. (3) Current PR Newswire U.S. and Cision U.S. combined contract values
Slide 13: Expansive Global Reach
Expansive Global Reach Cision headquarters (Chicago, Illinois) Cision office 2016 Revenue by Geography (1) (1) Based on actual currency rates. Pro forma for a full year of ( i ) the acquisition of PR Newswire, completed June 2016; (ii) the divestiture of The Vintage Group, completed March 2017; and
Slide 14: Experienced Management Team
• Oversees the Cision executive management team across operations globally • More than 25 years of experience in reshaping modern digital, social and mobile marketing • Prior to Cision, Kevin was GM & SVP at Oracle Marketing Cloud, where he built the business from a small player to the second larges
Slide 15: Industry Overview
Industry Overview CISION GCAPITOLII
Slide 16: Media Budgets Are Shifting to Earned
#3 #2 #1 Media Budgets Are Shifting to Earned Paid Media Owned Media Earned Media #1 #2 #3 CONSUMER TRUST CORPORATE BUDGETS ▪ Press coverage ▪ Social media posts ▪ Ratings / Reviews ▪ Online word - of - mouth ▪ Company website ▪ Company blog ▪ Company - owned social accounts ▪ Traditional ads ▪ Mobi
Slide 17: Marketing Budgets Shifting to Earned Media
Marketing Budgets Shifting to Earned Media Earned media is free at the core with only investment applied to getting and monitoring it so ROI is high CMO: Becoming the Largest Technology Buyer CMOs Prefer Platforms over Point Solutions Platform Solutions 93% of marketers believe influencer marketing
Slide 18: Marketing Clouds Demonstrate Platform Success
Marketing Clouds Demonstrate Platform Success • ~$2.1 billion projected SaaS revenue • 28% projected growth • ~$900 Million projected SaaS revenue • 38% projected growth Point Solutions Integrated Platforms Over the last 7 years, SaaS leaders have successfully consolidated digital marketing solution
Slide 19: Large, Expanding Market Opportunity
$3bn PR Software and Services The launch of the Cision Communications Cloud™ and future platform extensions are expected to significantly expand the company’s total addressable market Large, Expanding Market Opportunity $195bn+ Digital Marketing $32bn Marketing Software Today 2018 2020 Sources: Burt
Slide 20: Growth Strategy
Growth Strategy CISION GCAPITOLII
Slide 21: The Cision Communications Cloud is expected to transform the communications industry
Year - End 2017 Today The Cision Communications Cloud™ is expected to transform the communications industry A Core Category Leader Big Data Initiatives Integrated Cloud Platform Platform Extensions ▪ Cision is a global leader, with a comprehensive end - to - end product suite including distribution,
Slide 22: Integrated Cloud Platform: Launch of C3
In October 2016, Cision launched its new integrated platform, the Cision Communications Cloud™ The Cision Communications Cloud™ incorporates Cision’s full suite of products, creating a closed loop platform for executing and analyzing campaigns in a cohesive way under one umbrella Integrated Cloud Pl
Slide 23: Integrated Cloud Platform: Evolution of Features
Cision’s leading product team is continually adding new features to address the evolving needs of its customers Media Database Integrated Cloud Platform: Evolution of Features 1 Media Monitoring Media Analysis Distribution Data / Attribution • Media List Building + Influencer Recommendations + Audie
Slide 24: Big Data: Expanding Measurement Capabilities
Cision is currently building sophisticated attribution capabilities into the network, which it expects will enable customers to track end user reach, engagement and purchase conversion data, significantly increasing the value of Cision’s platform by year - end 2017 Big Data: Expanding Measurement Ca
Slide 25: Big Data: Data Monetization
Cision’s large, digital distribution network will provide unique visibility into the brand, the content, the influencer, and paid and earned media – which influence billions of end users or consumers Big Data: Data Monetization 2 Key potential data monetization channels Brands ▪ Use the data to impr
Slide 26: Earned Media Platform Extensions
Cision plans to extend its platform into adjacent earned media categories through bolt - on transactions and organic growth initiatives, expanding the market opportunity Earned Media Platform Extensions Bolt - On M&A + Organic Initiatives Employee Amplify Influencer Performance Content Marketing Use
Slide 27: Financial Overview
Financial Overview CAPITOLII
Slide 28: Predictable, Recurring Revenue; Pro Forma Revenue Growth
(2) ▪ Cision closed its acquisition of PR Newswire in June 2016, creating a global PR solutions platform leader with $613 million of pro f or ma 2016 revenue (1) , of which 82.5% is recurring in nature ▪ Recent launch of the Cision Communications Cloud™ and PRN cross - selling initiatives are drivin
Slide 29: Significant EBITDA Growth
Adj. EBITDA Growth Adj. EBITDA Margin % ($ millions) (2) (1) (1) ▪ Anticipated cost synergies related to the PRN acquisition are the primary driver of 570 basis points of EBITDA margin expansi on from 2016 to 2018 ▪ Beginning in 2018, Cision plans to begin monetizing its high margin data analytics p
Slide 30: Cost and Cross-Sell Synergies
Workforce Rationalization $37.7 Exec / Finance / Legal / HR / Other $14.5 Sales & Marketing 11.6 Operations and IT 11.5 Facilities & IT Consolidation 8.4 Other G&A / Indirect Spend 6.2 Vendor Consolidation & Contract Renegotiation 4.3 Total Synergies $56.6 Cost Synergies by Category Cost Synergies C
Slide 31: Free Cash Flow Growth
Free Cash Flow Growth ($ millions) Note: Projected financials pro forma for a full year of ( i ) the divestiture of The Vintage Group, completed March 2017 and (ii) the acquisition of a business intelligence and media an aly sis provider, signed March 2017. Projections are based on 2017 budget excha
Slide 32: Rapid Deleveraging
▪ Strong free cash flow derived from recurring revenue model expected to result in rapid deleveraging − 5.2x at transaction close (4.6x including unrealized synergies) (1) ▪ Net leverage declines to 3.7x by 2018 with 1.5x deleveraging accreting to equity holders Net Leverage (2) Note: Projected fina
Slide 33: Business Combination
Business Combination CISION GCAPITOLI
Slide 34: Transaction Overview
Shares Outstanding (1) 121.1 Share Price $10.00 Equity Value $1,211 Less: Cash (15) Plus: Debt 1,200 Firm Value $2,397 Transaction Multiples FV/2017E Adj. EBITDA ($227 million) 10.5x FV/2018E Adj. EBITDA ($260 million) 9.2x Sources Capitol Cash Investment $325 Total Sources $325 Uses Cash to Pay Dow
Slide 35: Valuation Discount to Peers
Median: 14.3x Median: 14.9x Valuation Discount to Peers… Enterprise Software Information Services Sources: Company filings, FactSet , and Wall Street research. Note: Market data as of 3/14/2017. Cision is pro forma for a full year of ( i ) the divestiture of The Vintage Group, completed March 2017 a
Slide 36: With Compelling Financial Metrics
…With Compelling Financial Metrics ’17E - ’19E Revenue CAGR Sources: Company filings, FactSet , and Wall Street research. Note: Cision is pro forma for a full year of ( i ) the divestiture of The Vintage Group, completed March 2017 and (ii) the acquisition of a business intelligence and media analys
Slide 37: Top Tier Sponsorship
Top Tier Sponsorship Source: FactSet . (1) Two Harbors data includes spin - off of Silver Bay and is based on Mark Ein’s tenure on the board of directors. Technology Investment Leadership Investing and SPAC Leadership x Capitol team has a track record of highly successful SPAC transactions and a lon
Slide 38: Appendix
29A129A29A1: 5DE5 Appendix CISION GCAPITOLI
Slide 39: Adjusted EBITDA Reconciliation
Adjusted EBITDA Reconciliation Note: 2014 and 2015 represent audited financials. 2016 financials are unaudited. Year ended December 31, 2014 2015 2016 GAAP Net Income ($107.5) ($88.0) ($147.2) Depreciation and amortization 45.7 104.0 129.7 Interest expense 27.0 58.8 127.6 Income tax (31.0) (3.6) 5.0