12/12/2020 EX-99.

(c)(8)

EX-99.(C)(8) 4 d243820dex99c8.htm EX-99.(C)(8)

Exhibit (c)(8)

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12/12/2020 EX-99.(c)(8)

STRICTLY
PresentationCONFIDENTIAL
to the Special Committee of the Board of Directors
April 19, 2016

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12/12/2020 EX-99.(c)(8)

The Moelis
SENIOR & Company TeamM&A
SPONSORSHIP Dedicated to theCOMMITTEE
SPECIAL Special Committee
ADVISORYLEGAL / FAIRNESS OPINION
JEFF
KEN RAICH
MOELIS DAN LEEOSAMU WATANABE
Founder
F d ChCo President
i CEO M i Di G lC l
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12/12/2020 EX-99.(c)(8)
Founder,
Founder, Co-President,
Chairman, CEO Managing DirectorGeneral Counsel
Head
Over of M&A
30 years ofBoard
investment banking experience
Current
Former Moelis
President member
of UBS Investment
Previously Joint
Investment Global
Banking Head
at UBS of HeadBank
and of Corporate Finance at DLJ
27 years of investment
Investment Bank and banking
DLJ experience during which he established and led leading sell-side M&A practices at UBS
Current
Former Moelis
Joint Board member
Global Head of M&A at UBS
17 years of
Chairs Moelisinvestment
Fairness banking experience
Committee
Former MD
Previously in M&A
Head of at Macquarie
West Coast Capital
M&A at UBS and Head of Fairness Opinion Committee
General
PreviouslyCounsel at Moelis
General Counsel &and
Company
CCO of Sagent Advisors and prior to that held senior positions at UBS, CSFB and Donaldson, Lufkin & Jenrette
TECHNOLOGY
STUART GOLDSTEINM&A / TECHNOLOGY
CHRISTOPHER TEAM
FOSS ABHINAV GATTANIJAMIE HOWARD
Managing
20 years ofDirector
investment Senior Vice
banking President Senior Vice PresidentAssociate
experience
Prior Chair
Previously of Moelis Fairness
CoastCommittee
Former of Head
10 yearsAssociate, of West
investment banking
Distressed
Tech
and
Investment
experience
Corporate
Banking
10Former
years of Group at Citigroup
investment
Associate in banking
Global experienceFormer
Technology 2 yearsSr.
of Consultant
investmentin
banking experience
Deloitte’s
Investing
Analyst inatTechnology
The CarlyleandGroup; formerGoldman
Services Investment
SachsBanking at Citigroup and TMT Financial Advisory Services Practice
Investment
Bank Banking at UBS Investment
MOELIS &
Founded in IPOCOMPANY
July in
2007 650 OVERVIEW
Employees
Completed April 2014 (NYSE: MC) 104 Managing Directors
[Market
1 ] Cap of Approximately $1.5bn 20 Average Years of Experience per Managing Director 17 Global Offices 66 Former Sector and Product Heads

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The Role
A well of the Special
designed processCommittee is toSpecial
ProtectCommittee
will ever-increasing
allow the the Public to Shareholders
proactively –Moelis
address & Company’s
the unique Role
set an
of Will Be to Protect
circumstances Youin a potential transaction with Napa
Public
While company
most M&A Boards face
transactions scrutiny
involve litigation, it is in the context
important of M&A
to understandtransactions, with
the factors that estimated
receive the 97% that
greatest
exist
of public
scrutiny byM&A transactions over $100 million facing litigation
the courts
The basic
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d b director
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f ll l should be i levaluated
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i context
d lib of ithe Business Judgment Rule: Duty of Care and Duty of Loyalty
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The gdirector
, relatedp to an M&A transaction should be evaluated in the g context of the y Business
y
Dutybasic
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fiduciary
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specific
in faith
and not
toitProject inand
Napa
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themay
Board’shonest belief that the
facetoaself-interest
heightened
action
levelprocess
of scrutiny…
the
Moelis
[2] & Company believes is uniquely qualified design the right and provide the right advice to protect the Special Committee

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Moelis &
Moelisthe Company
would designWill Add Value To
a well-planned The Special
process around Committee By Proactively
the heightened
evaluation, Navigating Considerations Around Napa
timing, structure,
Given
Cross considerations
Ownership: E’s ownspecific to
of Napa
~46% WhileNapa and
and Orlando,
~27% of Orlando scrutiny may applynegotiations, and approval practices in a potential transaction with Napa
Current
R iOperating
V l i Relationships:
C i d limited Orlando
ff f diff provides
l i services
i and
d h has financed
diff Napa’si operations
fi l fil
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Current p Relationships: Whileplimited, Orlando provides services and has financed Napa s operations
Operating
Respective
In any Napa Valuations: Companies
change oflitigation
control trade offNapa’s
transaction, of different valuation
directors will bemetrics
subjectand have different
to greater scrutinyfinancial profiles
Potential shareholder claiming breaches of fiduciary duties by Napa’s directors may of adherence
result to their
in liabilities fiduciary
directly duties borne by an acquirer, including potential accusations of aiding and abetting by that acquirer
or indirectly
[Just
3 ] as important in getting to the right answer is how you get there

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Moelis
Moelis & Company
possesses Has The Right
a differentiated setExperience
of To Advise
credentials the Special
with significant Committee
experience advising public company Boards and Special Committees in high-profile assignments
Leading
Since independent advisorhasideally suited for the
$1.8Special
trillionCommittee
Dayi toitsday
S
founding,
team forMoelis
the llSpecial
W S
advised on over
Committee of transactions, with over 450 public company situations
f will25be led by Ken Moelis and a senior team with extensive experience advising Special Committees
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Day-to-day g, led by Ken Moelis and, a senior team with p extensive p experience
y
Senior
All teamteam
previously
for Wall
average
chaired
the Special
or have
Committee
Streetbeen
tenure will25beyears
of over
members of expertise
the fairness committees of a major investment bank
advising Special Committees
Possesses
hasdeep execution,
Moelis understanding
extensive process,
experience in and industry
thelandscape
technology sector with deep software expertise
Strong of the
MACANDREWS & FORBES CASE STUDY software with the ability to assist the Special Committee in a review of a potential transaction in the context of overall corporate strategy
$2.5bn
Acquisition of M
M&F
Moelisacquired
& the&57%
Skadden
F Worldwide
interest
designed the in Corp.
of MFW
framework
Exclusive
it did
for the
Financial
not own forAdvisor
transaction, and implied
since transaction
adopted as the value ofcourts
approach $2.5 billion
embrace for the protection of minority shareholders in transactions
[SELECT
4] BOARD & SPECIAL COMMITTEE ASSIGNMENTS

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Select Recent
Extensive Public Companypublic
experience Mandates
shareholder
Indicates outcomesadvising
transactions and provide
where
companies
Moelisvaluations andon how toopinions
fairness
has or is expected
manage through complex transactions, optimize
to render a Fairness Opinion
Ongoing
$3 3b $67 Ongoing
0b $586OngoingPendingPendingPendingPending
$10 4b $1 5b
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Ongoing p
Ongoing OngoingPendingPendingPendingPending p
$3.3bn Advisory
Ongoing $67.0bn$586mm$10.4bn$1.5bn
Services company Sale
investorsamendment
to Zoomlion
against activistEMC
of itsStarwood’s
Defense advisor to theAcquisition
CorporationHoldings
vacation
ofAcquisition
Corp. andSignature of NTELOSSale to Emera Inc.Acquisition of Vistana
Experiences,
affiliate relationship
Sprint Corporation withownership business
ExclusiveExclusive
Financial Advisor 20162016201620162016
Financial Advisor Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor
2016
$2.4bn Abandoned
$160bn $551mmBoard Recommendation$459mm$1.9bn$13.3bn
Sale to &
Power Algonquin
Utilities Combination
Corp. Allergan with Sale to Rizvi Traverseon
plc Management, Dual ClassSale of markets
LLCRecapitalizationoutdoor five non-coreSale to Harrison
toReal Estate Capital, StreetMerger with Sirona
LLCDental Systems Inc.
Stockholder
Company ProposalLamar Advertising
ExclusiveAdvisor
Financial ExclusiveExclusiveExclusiveExclusive
Financial Advisor Financial AdvisorFinancial AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor
2016 2015
$7.7bn 20152015201520152015
Spin-off of select real $365mmJPY33.0bn$189mm$2.0bn$1.6bn
Merger
American with Colony
Homes, estate andinto,
Inc.Corporation
assets restaurant
and theSale to Sequential
Group, Inc.R-TechBrandsAcquisition ofAcquisition
Ueno, Ltd.Magnetek ofAcquisition
Inc.Pharmaceutical of EnvisionAcquisition
ServicesChemicals Group fromof Alkali
formation
Four Corners of, FMC
Trust, Inc. Property
ExclusiveExclusiveExclusive
Financial
[5] AdvisorFinancial AdvisorFinancial AdvisorFinancial Advisor

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Select
MoelisSoftware
has been Sector Expertise
involved in a security
number sectors
of marquee software transactions across the applications, infrastructure,
information
APPLICATIONSmanagement and
SOFTWARE INFRASTRUCTURE SOFTWARE
$391mm
S l A $976mm$67bn$120mm$105mm$112mm
i ii fS l S l A i ii fS l A i i i fS l f R i i
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$391mm
Sale $976mm$67bn$120mm$105mm$112mm
to Acquisition of Sale toSale toAcquisition ofSale toAcquisition ofSale of Remaining
Interest
$2bn in
$210mm $1.8bn$10.3bn & $1.3bn$635mm$210mm & $220mm$730mm$8.1bn
Sale to
BIG DATAAcquisition of Acquisition ofSales toAcquisition ofAcquisitions ofSale toAcquisition of
A2 / INFORMATION
Project Leader
Global in Strategic
MANAGEMENT SOFTWARE
$2.4bn$163mm$400mm$233mm$695mm
SECURITY SOFTWARE
Document Mgmt.
Software from Investment Acquisition ofAcquisition ofAcquisition ofSale toAcquisition ofSale to
Exclusive
Advisor Financial
$4.6bn $1.6bn $151mm$200mm$413mm$441mm$350mm & $86mm$296mm
toAcquisitions of& $31mm
[Acquisition
6] of Acquisition of Sale toSale toSale toSale toSales

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Why Moelis
[Graphic & Company
Appears Here] Is The Right Advisor For The Special Committee
Moelis believes
MAJORBULGE it is the right advisor for the Special Committee of Orlando, having no real or perceived conflicts and having a team with the most relevant experience for Project Napa
BRACKET
MOELIS &BOUTIQUEINVESTMENT
CRITERIA COMPANY FIRMSBANKS
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MOELIS &BOUTIQUEINVESTMENT
CRITERIA COMPANY FIRMSBANKS
Leading Technology and Enterprise Software Franchise
NoRelevant
No
Industry Experience
Real or Perceived
TradingConflicts
No Sales
No Equity&Research
Wealth Management
No Direct
No Asset Management
Banker Engagements
Economic Interest in the Outcome
No
No Prior
Prior Orlando
Napa Engagements
No Direct
Financial Vendor
StrengthRelationships
Highly Relevant
Dedicated Deal Team Credentials and Expertise
Senior Team
Special Committee
Dedicated Experience/ Fairness Professionals
Special Committee
?
[7]

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Our Approachwork
Moelis To Working
with theWith the Orlando Special Committee
KEYwould
Evaluate OBJECTIVESMOELIS
Opportunity
Special Committee
&alternatives
COMPANY and Skadden
QUALIFICATIONSto design the right process as we evaluate key issues, including is this the right time and is this the right target
in the llContext
O C of S“No Evaluate
conflict”
A ilposition
bili fk
available to Orlando Highly relevant experience
d
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in the Contextpp of yNo conflict position g y p
Overall
If the Corporate Strategy decides
SpecialUnderstand
Committee Availability of forward:
to move key seasoned resources
Understand
SituationApproach ultimate
and Derive Determine
Evaluate objectives
tactics Leadingalternatives
and(who
potential Special Committee advisory franchise
Recent experience in multiple analogous
Optimal
Perform detailed review approach
ofdiligence
Napa and(in Orlando makes the
including call)situations
Deep industry knowledge through active
financial
Skadden) and strategic due conjunction withcoverage and extensive transaction experience
Perform Dueprojections,
financial Diligence mayAbility to receive
be difficult MNPI,
without including Napa internal
providing
initial perspectives
Refine initial on valuation
valuation perspectives based on available Extensive industry, public company, and
Conduct
EnsureValuation
ultimate Analysis information,
consideration is supportedincluding
bykey the potential
valuation synergy
Significant publicopportunityfairness
company buy side /experience
valuation perspectives
Negotiate
Execute / analysis
Transaction Unique understanding
Structure deal terms toofprotectdeal points
Orlando inand
connectionthe interplay between deal terms and value
with Skadden
Fairness opinion procedures and documentation Moelis has a robust committee process
Fairness Opinion rigorously prepared Team has extensive Special Committee and
[ 8Fairness
] Committee experience

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Potential
is Next Stepsto work expeditiously to evaluate the opportunity in the context of Orlando’s overall corporate strategy, and if determined appropriate, assist in a potential transaction with Napa
1Moelis
Discuss
prepared
2 i and agree
R i l
upon terms of engagement
i ihN i h f ll
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g
2Review a potential p g g
transaction with Napa in the context of overall corporate strategy
3Perform due diligence and preliminary valuation analysis
4Reconvene with the Special
[9] Committee to discuss the appropriate next steps

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Moelis Fee Proposal

EVALUATION
OPINION
TRANSACTION FEE PHASE FEE
FEE the opportunity in the context of overall corporate strategy
$1 h000S 000i tol Cevaluate
If i d id f d
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12/12/2020 EX-99.(c)(8)
$1,000,000 to Committee
If the Special evaluate thedecides
opportunity in the
to move context of overall corporate strategy
forward:
$2,000,000
100% creditable against anyclosing
Transaction Fee
$20,000,000
Moelis & payable
Company atflexible
is the in of a transaction
refining this structure upon further understanding of the
[Special
10 ] Committee’s objectives and scope of the assignment

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12/12/2020 EX-99.(c)(8)

Appendix

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12/12/2020 EX-99.(c)(8)

A. Moelis & Company Overview

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12/12/2020 EX-99.(c)(8)

Moelis & Company investment

Global independent Overview bank that provides world-class uncompromised advice
Leading GlobalCompleted
Independent FoundedIPO
in July 20072014 (NYSE: MC)
in April
Investment
Gl b l N Bank k EMarketi capl ofb approximately
l k i h$1 5bn l
650 17 ffi i
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12/12/2020 EX-99.(c)(8)
p
Investment p
Bank Extensive
Market cap p
of approximately ( $1.5bn )
Global
NorthNetwork
& onSouth America, global
Europe, network
the Middle with 650Asia
East, employees across 17 offices in
and Australia
Advised
BrokeM&A over
into top 10$340
M&A billion
leagueoftables
M&A ininfirst
2015 year of operations
Premier
Franchise Demonstrated track record of creating value through process and
negotiation techniques
Industry-specific execution expertise
Direct
SpecialRelevant
Committee Leading Special
Recently Committee
completed Advisory
multiple franchise
high profile Fairness Opinion & Special
Experience
Unbiased, Committee assignments
Unconflicted,Focused
Uncompromised
onare
clients
Moelis
providing
no longer
will work
high-quality,
receiving
solely in
unbiased
from
the bestlargeradvice
firmsofthat
interests
we believe
the Special Committee
Advice and the
World-class M&A Company’s
and public shareholders
Technology franchises with substantial
Leading Technology advisory experience in the SaaS Applications and ERP sectors
Franchise
Strong
Bankers relationships
haveactively & dialogue
extensive with leadingexperience
Specialday-to-day
Committee industry players
and will be
Senior Level
Commitment involved
and We advisory
have executed some of on the
the largest
transaction
andyears
most complex Special
Attention
ExperiencedCommittee
bulge bracket M&A assignments
professionals in the
withpast five
boutique focus
Global Offices
Employees
Investment
Bankers
Managing
Directors
Average Years
Experience Perof
MD
Former
[ 13 ] Sector & Product Heads

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Recent
OngoingMoelis & Company
Pending Technology Team
PendingPendingMarch Transactions
2016March 2016December 2015December 2015October 2015August 2015
Project A2Rizvi
Sale to $551mm
TraverseŁ159mmSale toStrategicofInvestment
€155mm
M i hSale
l dito$67 0bn$400mm$220mmSale
A i ii fM Sophos
LLCA Group
i ii fS l f C ll ID A l i l df
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12/12/2020 EX-99.(c)(8)
€155mm g of Sophos Group
global withSale
Mergerhardware to$67.0bn$400mm$220mmSale
leading Acquisition
and EMCAcquisition of
ofManagement, LLCAcquisition ofSale of Caller ID Assetsplc in acceleratedfrom
software
Exclusivecompany
Financial Corporationtobookbuild
Exclusive offering
FinancialExclusiveExclusiveExclusive Financial
Advisor
June Financial Advisor AdvisorFinancial
2015 June 2015 June 2015April 2015March AdvisorFinancial
2015December AdvisorFinancial
2014December AdvisorFinancial AdvisorFinancial
2014December 2014December AdvisorAdvisorFinancial
2014December 2014 Advisor
$76mm
Strategic & IPO Saleofto$3.6bn$233mmStrategic investment
$600mm
to the Acquisition
Board of FranciscoAdvisor Recapitalization
PartnersGateway bySale toSale
ServicesGroup, of PaymentSale tofrom
TelefónicaAcquisition of SantanderSale to$430mm
Directors IPO
$500mm business toGroup and
MasterCard
ExclusiveAdvisor
Financial Lead Financial
Advisor ExclusiveExclusive FinancialFinancial Advisor toExclusiveExclusiveSale of CAP to
October 2014
$2.5bn October
Sale toSale 2014Financial AdvisorAdvisorElliott
May 2014May
to$586mm$381mmSale 2014March ManagementFinancial
2014March AdvisorFinancial
2014February 2014December AdvisorFinancial
2013December AdvisorFinancial
2013November 2013 AdvisorFinancial Advisor
Sale of cars.com
Networks to to Sale of 50% stake to SaleoftoSale
VoicetoSale
Peering$180mm
toAcquisition ofbusiness toSale of Enterasys
ExclusiveExclusiveExclusiveExclusiveExclusive
M&A Advisor
November
$2bn 2013 Financial Advisor
August 2013 Financial
January AdvisorFinancial
2013January AdvisorFinancial
2013December 2012OctoberAdvisorFinancial AdvisorFinancial
2012October 2012September AdvisorFinancial
2012June AdvisorM&A AdvisorM&A Advisor
2012June 2012
Equity capital
Sale toSale to raise for$74mmInvestment by$718mm
Spin-off
digital of
music Acquisition
service of Daisy LLC, an affiliatedSale toSale toAcquisition ofSale to
provider
Beats of
ElectronicsPrivate Placement
ExclusiveAgent
Strategic Advisor & M&AAdvisor
April 2012
$300mm March M&A
$600mm 2012 Financial AdvisorM&A
March 2012September AdvisorM&A
2011June 2011May
$391mm$120mm$976mm$163mm$173mm$127mm
AdvisorM&A
2011March AdvisorM&A
2011October AdvisorM&A
2010November AdvisorAdvisorM&A Advisor
20092008
Sale
Sale to ofAcquisition
equity interest
of Majority SaleAcquisition ofSale toSale toAcquisition ofin Packet VideoSale toUnsolicited
toCorporation toChurchill Downsproposal from
Incorporated& Exclusive FinancialExclusive Financial
Restructuring
M&A[ 14 Advisor
] M&A Advisor M&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorM&A AdvisorAdvisorAdvisor

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B. Moelis & Company Detailed Biographies

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Moelis
Moelis &
& Company’s
Company’s Fully Committed
seasoned Orlando
and dedicated Team
team is committed to providing unique insight and relevant sector expertise to the Special Committee of the Board of Directors of Orlando
Ken Moelis
Founder, Chairman, CEO Over 30toyears of investment&banking experience. at UBS from 2001 to 2007 where he was most recently President of UBS Investment
E: ken
T moelis@moelis
1 (310) 443 2333 / com
B kPrior
d founding
i l J Moelis
i Gl b Company
l H d f Ihe worked B ki
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12/12/2020 EX-99.(c)(8)
E: , ,
ken.moelis@moelis.com Prior toy foundingJoint
Moelis & Company, g phe worked at UBS from 2001 to 2007, where he was most recently President of UBS Investment
T: Before
+1 (310) 443-2333
joining UBS,/ Mr. Bank andwas
Moelis previously Global
Head of Corporate Head ofatInvestment
Finance Donaldson,Banking
Lufkin & Jenrette, where he worked from 1990 through
T:
M:+1+1 (212)
(310)883-3888
991-1191 2000
Jeff Raich 27
and Donaldson, years of investment
Lufkin & Jenrette banking experience during which he established and led leading sell-side M&A practices at UBS Investment Bank
Founder,
Head Co-President, Former
of M&A Selected transactions Joint Global
include Head
Anheuserof M&A at UBS
Busch’s saleand Investment
to InBev; Bank
Harrah’s sale to
to Leonard
Apollo and TPG; Invitrogen’s acquisition ofClayton,
AppliedDublier & Rice;
E: jeff.raich@moelis.com
T: Golden
+1 (310)Gate
443-2345 Biosystems;
Univision Nalco’s
Communications’ salesale
to Blackstone
to a private Apollo;
equity Petco’s sale
consortium; Dermalogica’s Green
sale to & Partners;
Unilever; Univar’s
California sale toKitchen’s
Pizza sale to
M:Roasters;
+1 (310) Capital; Air
780-2855 Medical
Securities; Group’s sale
Primedia’s to to
sale Bain;
TPG; Aspen
SmileDental’s
Brands’salesaletotoLeonard Green &Anderson
Welsh, Carson, Partners; &GenTek’s sale
Stowe; Van to American
Houtte’s sale to Green Mountain Coffee
Dan Lee and
17 Waggin’
years of Train’s sale
investment to Nestlé
banking experience
Managing
E: Director Previously
dan.lee@moelis.com Formera Head
Managingof UBSDirector in the Bank’s
Investment M&A Group
West at Macquarie
Coast M&A Capital and Co-Head of the Fairness Opinion Committee
Group
T: Lakes
+1 (310) 443-2375 with
Entertainment Selected transactions
Golden include Bally Technologies’ sale toMTR
Scientific Games; MModal’s take-private bysale
OneofEquity Partners; merger of
M:acquisition
+1 (310) 443-2334 Industries
of Citadel Broadcasting toGaming;
by
MIF
Scientific
Cumulus
take-private
Games;
Media;Napster’s
of WCA toWaste;
sale take-private
Southwire’s Best Buy; Gaming
Rent.com’s
of
merger
sale towith
Coleman Cable;
Eldorado
eBay;
and
Resorts;
SHFL Entertainment’s
Restoration Hardware’s sale
WMS
sale
toto Bally Technologies;
Catterton
Osamu Partners
Watanabe
General Counsel
Provides Over 28 years of
legal advice on transactions industry experience
requiring fairness opinions inathis current role
E:
T: osamu.watanabe@moelis.com
+1 Previously held senior positions Sagent Advisors, UBS, Credit Suisse and Donaldson, Lufkin & Jenrette, including General Counsel to
+1(212)
M:Judicial
(310) 883-3835
892-7454 GRP Partners,
Previously
Clerkship—Honorable
a venture
Special
Morey
capital
Counsel
L. Sear,
fund
at Sullivan
Federal
affiliated
District&Court
with Donaldson,
Cromwell 1986-1996Lufkin & Jenrette
SENIOR
[ 16 ] SPONSORSHIP TECHNOLOGY / TECHNOLOGY M&A TEAM M&A / SPECIAL COMMITTEE ADVISORYLEGAL / FAIRNESS OPINION

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12/12/2020 EX-99.(c)(8)

Moelis
Moelis &
& Company’s
Company’s Fully Committed
seasoned Orlando
and dedicated Team
team (Cont’d) to providing unique insight and relevant sector expertise to the Special Committee of the Board of Directors of Orlando
is committed
Stu Goldstein
Managing Director
stu goldstein@moelis
1 (310) 443 2380 com
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12/12/2020 EX-99.(c)(8)
g g
stu.goldstein@moelis.com
+1 (650)
+1 (310) 793-1229
443-2380
Christopher Foss
Senior Vice President
christopher.foss@moelis.com
+1 (818)
(310) 653-3677
443-2321
+1
Abhinav Gattani
Senior Vice President
abhinav.gattani@moelis.com
+44 (0)
+44 (0) 7587
207 6341813560
921
Jamie Howard
Associate
jamie.howard@moelis.com
+1 (310) 443-2372
+1 years
20 (310) of
251-0692
investment banking experience
Previously Head of West
Selected transactions Coast
include Tech Investment
PeopleSoft’s sale toBanking
Orlando;Group
CDCofat Citigroup carve out of CDC Software; Epicor Software’s sale to Apax Partners; SilverSky’s sale to BAE Systems; Compaq’s sale to HP; Enterasys Networks’ carve out sale to Extreme
Corporation’s
Networks;
saleyears Nokia’s
to SanDisk; joint venture
PlaceWare’s salewith Siemens;
to Microsoft; Motorola’s
and the salesale
of Briowireless
Softwarebroadband businesses to Vector Capital Corporation; Flextronics’ acquisition of Solectron; JDA Software’s acquisition of Manugistics; MessageLab’s sale to Symantec; M-System’s
to Hyperion
10 of
Focus areas investment banking
includeDistressed
Technology experience
M&A and Software
Former
Selected Associate,
transactions include and
Dell’sCorporate
pending Investing
acquisition at The
of Carlyle
EMC; LifeGroup; former Analyst
Technologies’ sale in Technology
to Thermo and Services
Fisher Scientific; Investment
AECOM’s Bankingof
acquisition at URS
UBS Corporation;
Investment Bank
Imperial’s sale of its structured settlements business to Blackstone; and F+W Media’s
acquisition
10 of of New Track
yearsAssociate
investment Mediaexperience
banking and its carve out of World Tea
Former
Selected in Global
transactions includeTechnology
BMC Investment
Software’s sale Banking
to an at Citigroup
investment and TMT
consortium; Goldmansale
SilverSky’s Sachs
to BAE Systems; AppSense Holdings sale to LANDESK; Dell’s pending acquisitionsale
of EMC; MessageLabs salesale
to Symantec; Catalyst’sEMC’s
sale ofacquisition
majority of
interest and
VMW; to FTV
The Capital;
Abraaj Enterasys
Group’s saleNetworks’
of a 49% carve
stake out
in sale to Extreme
Network Networks; Thales SA’s acquisition of Vormetric, Inc.; NTT’s acquisition of Solutionary;
International Secure Computing’s to McAfee; Riverbed’s to a PE consortium;
2 years of investment
Specializes in M&A banking across
advisory experience
a broad range of industries, including Technology
Senior
SelectedConsultant at
transactions Deloitte in its Financial
includeMaterials Advisory Services practice prior to joining Moelis & Company
Dell’s pending acquisition of EMC; Dermalogica’s Sale to Unilever; and Great Western Building Materials’
Sale to Foundation Building
[SENIOR
17 ] SPONSORSHIP TECHNOLOGY / TECHNOLOGY M&A TEAM M&A / SPECIAL COMMITTEE ADVISORY LEGAL / FAIRNESS OPINION

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C. Napa Situation Overview

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Napa
Napa’sObservations
Napa isattractive
theto
Positioned
offering
world’s and
leading
benefitprovides
growth profile
pure-play
from highly
is well positioned
SaaS market
attractive provider to benefit
of cloud-based
dynamics
from Orlando’s
ERP software tools global infrastructure, business scale, deep verticalized domain expertise and partner ecosystem
Cloud ERP
S f l system
k d f i SMBsi a compelling
ki value
i i i proposition vs traditional delivery methods
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Cloud ERPtrack
system provides gSMBs
y a compelling value y proposition vs. traditional delivery methods
Successful
Demonstrated record
decade ofofsustained
integrating tuck-in acquisitions
A transaction
[ 19 ] between Orlando andrevenue growth
Napa could bring several attractive elements together

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Preliminary
A transaction Observations
between Regarding a Potential Transaction
Offers the
Potential ability
to Position
Expand forOrlando and Napa
the combined couldtobring
business be a several attractive elements
strong participant together and SaaS applications
in both on-premise
iLeadership
O P i O lOrlando
d F maintains
i ERP Cl a strong
d h position
l 2within
000 on premise ITldenvironments
id
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Leadership p
Position Orlando maintains a strong
in On-Premise
Cloud to Orlando
Applications Fusion ERP Cloud hasposition withincustomers
nearly 2,000 on-premise IT environments
worldwide
Napa
Napa has over
Brings 10,000
Napa wascustomers running and
born-in-the-cloud more than
has 30,000
a 10 subsidiaries
year head onnew
start over its Cloud ERP platform
competition with trust from leading brands across a variety of
Complementary
Business ERP industries globally
Capabilities
Orlando’s to Brings
Public amongcomprehensive
other areas and integrated system for running business in the cloud: ERP, SRP, financial management, and eCommerce
Cloud
A Offerings
business Orlando’s
combination business
would intelligence,
comprehensively middleware
address the and
needs database
of both offerings
large and can bring additional
mid-sized businessesvalue to NapaOrlando’s
and expand customers
Offers Orlando
Ability thea TAM into the SME
Two-tiertoERP
Solution
Provide Target
Leverage Orlando
Napa Cloud Fusion
ERP on-premise
suite for and Cloud
midsized ERP for
businesses andlarge enterprises
divisions or and HQ operations
subsidiary operations
Orlando cangreenfield
Significant drive accelerated penetration of Napa forOneERP
World into itswith
large base using this two-tier structure
Well-positioned
Unites Dynamic to takeopportunity
towardsadvantage in SMB
the cloudof a broad
(growing
market
target market
multiples
systems,
spanning
faster than theU.S.
an estimated
Enterprise
worldwide & 50% untapped
Mid-Market
IT market)
marketasopportunity
SMBs, well as the shift
Industry
Financial and
Profiles Each standalone platform possesses attractive financial attributes
Napa’s
Orlando’srecurring revenue
cloud and grew
on-premise 33% YoY
software in 2015, with the
revenues are businessgross
~$29bn over margin
the on that revenue
lastverticalized
twelve months exceeding 85%
Napa
[ 20 ] would benefit from Orlando’s global infrastructure, scale, deep domain expertise and partner ecosystem
Sources: Gartner, IDC, Wall Street Research, company press releases

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Napa At A Glance
BUSINESS OVERVIEW Software-as-a-Service (SaaS) provider of cloud- based financials / enterprise resource planning (ERP) software suites
World’s
Used leading
10,000+pure-play
Suite iby
Off
companies
of applications
b meets
d
across 100+
financial countries
f i d management
i i l di CRMh eCommerce
l l / di iband iretail management
li commerced ITmarketing
i automation Professional
d il fiServices
i l Automation
i h l (PSA)
h andi Humand Capital
d i Management needs
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Suite ofy applications
Offerings
,
cover a broad
p
meets financial management, CRM, eCommerce and retailconsulting,
management, commerce marketing
services,automation,
e-commerceProfessional Servicesservices,
Automation (PSA),services,
and Humanand Capital Management needs
Became
Founded publicly
in 1998 listed ingroup
2007of industries
and– headquartered
including wholesale / distribution, computer and IT and retail, financial healthcare education
NAPA SRP
ERP OFFERING ONE SYSTEMinFOR San Mateo, CA, Napa employs 4,600+ people and has offices in 12 countries
THE ENTERPRISE
Warehouse Project
Management Management
CORE BUSINESS
Customer Management
Order Management
Inventory Resource
Management
Billing Management Global Financial Management Management
Revenue Management
Manufacturing Time & Expense
Supply
ManagementChain Accounting
Project
Sources:
Note: Capital
All informationIQ, Company Filings,
on Napa based Company
solely Website
on publicly available information; data as of 4/15/16
Non-GAAP
Per Wall Street measures
Research
SUMMARY
Fiscal Year FINANCIALS
Ending December 31,
($ in millions)
Revenue $414.5 2013A 2014A2015A2016E ²2017E ²
$556.3$741.1$966.6$1,216.9
% Growth
Gross Profit ¹34.2% 34.2%33.2%30.4%25.9%
$294.3 $398.1$520.6$681.7$871.0
% Gross
EBITDA Margin
¹ $39.3 71.0% 71.6%70.2%70.5%71.6%
$48.9$52.1$70.3$88.5
%
NetEBITDA
Income ¹Margin $19.9 9.5% 8.8%7.0%7.3%7.3%
$25.0$17.7$33.8$48.0
% Margin
VALUATION 4.8% 4.5%2.4%3.5%3.9%
SUMMARY
($ in millions,
Current except per share data)
DiscountShare
Premium to Price (04/15/16)(30.0%)
to 52-Week
52-Week HighLow
$71.75
38.6%
Shares Outstanding
Market Capitalization 83.239
$5,972.4
Plus: Debt
Less: Cash $283.9
(364.7)
Plus: Minority
Enterprise Value Interest
$5,891.6—
TEVStatisticMultiple
/ FY2016E RevenueRevenue $1,216.94.8x
$966.66.1x
TEV
TEV /// FY2017E
FY2016E EBITDA EBITDA $88.5N/M$70.3N/M
TEV FY2017E
FY2016E P/E P/E $0.57N/M
$0.41N/M
FY2017E
[ 21 ]

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Summary of Current
Cloud delivery of ERP Cloud ERPmeaningfully
systems Market Dynamics
expands the addressable market for ERP systems historically
served by traditional,
ESTIMATED on-premise models
($ in1billions) ERP MARKET TRENDS ILLUSTRATIVE ERP TOTAL ADDRESSABLE MARKET
$66
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($ in billions)
$66.1
EnterpriseOn-Premise
$53.5 >1,000 employeesERP
2% ‘16EERP
Premise – ‘19E On- ~9,000
CAGR Market firmsAddressable
Mid-MarketCloud
100—1,000 ERP
employeesAddressable
16%~116,000 firmsMarket
2016E—2019E Small
Cloud ERP
~6,00,000 CAGR
firms <100 employees
2016E
Cloud ERP 2019E
Overall CloudOn-Premise
The product’s ERP growth
ability is expected
to expand to be driven
the addressable by:
Displacements ofof two-tieron-premise
historical solutionsmarket for ERP systems (greenfield opportunities)
[The
22 introduction
]
Sources:
deployments
Company Filings, Company Website, Wall Street Research, IDC

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Unique Customeroffer
Napa’s SOLUTION
products Value Proposition
a number of attractive benefits to customers PERSPECTIVES
NAPA
Holistic delivery –with
ONE SYSTEM
visible billingFOR THE
model ENTERPRISE
lowers total cost of
ownership
CRM relative
ERP Eli i to historical
h ddelivery
l models i d ih i
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ownership y to historical delivery
relative g models
CRM
One ERP Eliminates
Faster the upgrade
time to deployment vs.cycle associated
on-premise with on-premise
(months, not years) systems
Database
Consolidates what was historically served by a fragmented vendor
landscape
eCommerce
19+ Languages, 190+ Countries
Napa Customer Base (Total # of Companies, Subs and Organizations)
30,000+
24,000
20,000
16,00012,000
10,000
2010A 2011A2012A2013A2014A2015A
The
drivevalue proposition
adoption byassociated with thesizes
Company’s offering hasofhelped
[ 23 ] rapid
Sources:
companies of all
Company Filings, Company Website
and across a range industries

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Acquisition
Napa has History its product offering through a number of recent acquisitions
expanded
Since
Napa’s2008, Napa has
strategy successfully acquired
targets 11
thatbusinesses forits
aggregate
suite of consideration of over $400mm
reach, or in
thatimplied
can beenterprise
leveraged value
A number of thehas
TRANSACTION
been to focus on
Company’s may expand offerings, geographic
VALUE acquisitions were consummated with its solution providers and partners
across its customer base
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p
A number of gy
the Company g were consummated
s acquisitions y p g , g g and
with its solution providers p partners, g
TRANSACTION
TARGET ANNOUNCEVALUE DATEVERTICAL / SOLUTION
($MM)
March 2016ManufacturingN/A
August
April 2015Billing / Payment Automation$35
2015Commerce Marketing Automation$200
July 2014Europe$50
October 2013HCM$25
May
March 2013OMS$28
2013CMSN/A
January
July 2013POS / Retail$6
2009PSA$19
May
[ 24 ]2008PSA$33
Sources: Capital IQ, Company filings

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Selected Historical Financial Metrics

($ $1,216.9
in millions)
$966.6
$741 31
$556
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$741.1
$556.3
$414.5
$308.8
$236.3$193.1
$166.5
69.5% 5.3%7.2%5.7%5.2%
5.4% 71.9% 73.3%72.5%71.0%71.6%70.2%70.5%71.6%
1.9% 2.9%3.6%4.0%
2009A 2010A 2011A2012A2013A2014A2015A2016E ²2017E ²
Revenue%
Napa Gross Margin
has demonstrated ¹% EBIT
a decade Margin revenue
of sustained ¹ growth
Sources:
1. Per Capital
Non-GAAP IQ, Company
measures [ 25 ] Filings, Company Website
2. Wall Street Research

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Annotated
LTM STOCK LTM SharePERFORMANCE
PRICE Price Performance
$110
$100 15.0
3
$90456 24 0
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$90456 TRADING
$80 24.0 PERFORMANCE
$70Napa73.0
Price Current $71.758(mm)
$60
cSto
k 30-Day Average
$50 90-Day
2.0 Average $68.71
Volume 64.31
1-Year Average
$40 52-Week 83.62
High
52-Week
$30 1.0 Low 51.75102.46
$20
$10 0.0 5/17/15 6/17/157/17/158/17/159/17/1510/17/1511/17/1512/17/151/17/162/17/163/17/164/15/16
4/17/15
VolumeStock Price
April
April 23, 2015: Announces First Quarter 2015 Financial Results Bankers
(beat analyst expectations); Signs Definitive Agreement to Acquire Bronto Software
June 6,30,
May 9, 2015:
2015: Shares Rise
Announces as Salesforce.com
World’s First
ofEnd-
Reportedly
to-End Cloud Hires to Evaluate
Business Management Takeover
Mobile Offers
App for Android Smartphones
July 23,2015:
October 2015:
22,
Completes
Announces
2015:
Acquisition
Second
Announces Quarter
Third
Bronto
Quarter 2015 Software
Financial
2015 Results
Financial Results(missed
(beat analystexpectations)
analyst expectations); Appoints Jim McGeever as President
January 28,
February 2016: Cloud-Based
5, 2016: Announces Fourth Quarter
SharesIQDrop and FiscalTableau’s
2015 Financial Results (beat analyst expectations)
Source:
Note: AllCompany Website,
information Capital
on Napa [ 26 Following
based solely ]on publicly Forecasted Industry Softness
available information; data as of 4/15/16

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Disclaimer
This presentation has Corporation
been prepared by Moelisor&the Company LLC (“Moelis”) for exclusive use ofdescribed
the Special Committeeonofpublicly
the Board of
Directors
makes no of Orlando
representation (“Orlando”
or warranty as to the accuracy,“Company”) in considering
completeness the transaction
or reasonableness of the informationherein
hereinbased available
and Moelis disclaims information.
any liability Moelis to
with respect hasthe
notinformation
assumed any responsibility
herein. for independently
In this presentation, Moelis verifying the information
has used certain herein,
projections, Moelis
forecasts or
other
d forward
i looking
d i statements hwithi respectl toi the Company
d i hand/or
h otherd parties involved in the transaction which were prepared based on publicly available information This presentation speaks only as of its date and Moelis assumes no obligation to
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12/12/2020 EX-99.(c)(8)
other p
forward-looking statements y respect to the Company
with y, p and/or other parties involved in the transaction which were prepared based yon publicly y available p information. This presentation speaks p only as of , its date and Moelis assumes
p j no obligation
, to
update
This it or to advise
presentation is any
solelyperson that its conclusions orThis
advice has changed.
business
commitment decision based onfor
to underwrite all informational
any other
security,
purposes.
information, advice
to restructuring
loan any funds andpresentation
the is not
recipient’s
orother
to make ownintended to provide
judgment.
any investment. This
Moelis
any basis for
presentation
does
anyandecision
is not
notaffiliates
offer tax, offer to
accounting
on any
orsell
transaction
oradvice.
legal
and
a solicitation ofisannot a recommendation
indication with
of interest to respectany
purchase to any transaction.
security, option,The recipientfuture,
commodity, shouldloan
makeorits own independent
currency. It is not a
Moelis
material.provides
Our mergers
proprietary and acquisitions,
interests in
may and advisory services to clients and its manage private investment partnerships. Its personnel may make statements or provide advice that is contrary to information contained in this
or invest in companies mentioned thisconflict with your interests. Moelis may from time to time have positions in or effect transactions in securities described in this presentation. Moelis may have advised, may seek to advise and may in the future advise
presentation.
[This
27 ]presentation is confidential and may not be disclosed to any other person or relied upon without the prior written consent of Moelis.

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Contact&Information
Moelis & Company LLC
LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC.
Moelis
1999 Company
Avenue of the Stars, Suite 1900
Los
T l Angeles
(310) 443CA
230090067
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12/12/2020 EX-99.(c)(8)
Los
Tel: Angeles, CA 90067 ,
(310)Avenue,
443-2300
399
New Park 5th Floor
York,883-3800
NY 10022
[Tel:
28 (212)
]

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