EX-99.(C)(11) 16 ny20049415x2_exc11.htm EXHIBIT (C)(11)

 

 

Exhibit (c)(11)

 

 

Project Virgil: Preliminary Valuation Analysis April 2025

 

 

 

 

1. Virgil Trading Performance 1 2. Update on Valuation Perspectives 8 Appendix 17 Agenda

 

 

 

 

Virgil Trading Performance

 

 

 

 

Virgil Share Price Over Time Source(s): FactSet. Market data as of 04/15/2025. 1. Multiples based on Broker consensus values. 2. Displaying Broker consensus NTM revenue growth, NTM Gross Profit margins and NTM Adj. EBITDA margins. Share Price Since IPO $7.91 Post-Earnings Price Reaction IPO Price $25.00 First Day Close: $24.94 Nov 2021 3Q21 earnings; Beat revenue by 6% and Adj. EBITDA by 55% May 2022 1Q22 earnings; Raised CY23 revenue guidance from $299mm to $305mm Jun 2023 Virgil Investor Day Jul 2024 2Q24 earnings; Lowered CY24 revenue guidance from $445mm to $437.5mm Share Price Summary High Low Avg Since IPO $26.57 $6.14 $10.33 LTM $12.86 $6.89 $9.78 Market & Operating Summary (4/15/2025)(1) 2024E 2025E 2026E Market Cap $1,753 EV / Revenue 3.3x 3.1x 2.8x (-) Cash ($398) EV / Gross Profit 4.4x 4.2x 3.8x (+) Debt $72 EV / Adj. EBITDA 16.8x 16.0x 12.5x Enterprise Value $1,427 CY21 CY22 CY23 CY24 CY25 Q3 Q4 CY21 Q1 Q2 Q3 Q4 CY22 Q1 Q2 Q3 Q4 CY23 Q1 Q2 Q3 Q4 CY24 Curr. NTM Rev Growth(2) 24% 20% 20% 22% 21% 20% 16% 16% 16% 18% 19% 17% 17% 17% 13% 11% 11% 11% 6% NTM Gross Margin(2) 61% 63% 63% 62% 64% 65% 66% 66% 67% 68% 70% 72% 72% 73% 73% 74% 74% 74% 75% NTM Adj. EBITDA Margin(2) (17%) (13%) (13%) (10%) (7%) (3%) 1% 1% 2% 6% 10% 17% 17% 18% 19% 21% 22% 22% 21% NTM Rule of 40 7% 7% 7% 12% 14% 17% 17% 17% 18% 24% 29% 34% 34% 35% 32% 32% 32% 32% 27% Aug 2024 Announced first ever Share Repurchase Plan of up to $100mm 30% 1-day drop $12.72 $8.94 Unaffected Share Price Unaffected Current $£G %£G $6.89 $7.91 $1.02 14.8% Feb 2025 4Q24 & FY24 earnings; Weaker CY25 revenue guidance Key Process Dates „\Bain Bid: 1/28/2025 „\TPG Bid: 1/31/2025 „\Leak: 3/13/2025 Jan 2023 Named Dan Drees as President Unaffected Closing Price $6.89 1 Nov 2024 3Q24 earnings; Strong bottom line growth; raised Adj. EBITDA guidance from $74mm to $78.5mm

 

 

 

 

Virgil Relative Share Price Performance vs. Peers Source(s): FactSet. Market data as of 04/15/2025. 1. Peers include BILL, FLYW, PAY, ADYEN, PAYO, FOUR, WEX, CPAY, and BL. Share Price Performance Since IPO 0% 50% 100% 150% Oct-21 Jun-22 Mar-23 Nov-23 Jul-24 Apr-25 Virgil Peers (69%) (32%) (1) Performance Since Leak (Unaffected as of 3/12/2025) Virgil 15% Peers (8%) Performance Up Until Leak on 3/13/2025 Since IPO 3-Yr 2-Yr 1-Yr YTD Virgil (72%) (5%) (16%) (47%) (33%) Peers (19%) (2%) 16% 4% (14%) 2

 

 

 

Virgil CY2024E Guidance Over Time Source(s): FactSet, Broker Research, Company filings. 1. Based on Company and Broker adjustments. CY2024E Guidance Over Time Revenue Adj. EBITDA(1) Consensus ($ in millions) Interest from customer funds $45 $45 $49 ($ in millions) Ä to Midpoint (0.1%) (0.6%) (2.2%) 33.5% 0.0% (4.0%) Q1 ’24A May Roadshow Q2 ’24A Q3 ’24A 0.3% $50 5.9% 3 Q4 ’24A Actuals Q1 ’24A May Roadshow Q2 ’24A Q3 ’24A $50 Q4 ’24A Actuals Market Reaction (3.3%) 0.8% (29.7%) 13.9% (20.6%) (3.3%) 0.8% (29.7%) 13.9% (20.6%) Guidance Actuals

 

 

 

 

Virgil Guidance vs Consensus – Q1 and FY2025E Source(s): FactSet, Broker Research, Company Risk Adjusted Projections. Current market data as of 04/15/2025. FY2025E (Pre-Q4’24 Earnings) Growth 4 Q1’25E $101 Consensus Revenue Adj. EBITDA 10% 4% 21% 19% (As of Q4’24 Earnings) Guidance Range Guidance Range (Pre-Q4’24 Earnings) (As of Q4’24 Earnings) Margin $453 $460 Guidance High End Guidance Low End $86 $91 $108 Risk Adj. Proj. $18 Risk Adj. Proj. Margin (Current) Revenue (Current) (Mgmt. Provided) $20 Consensus Adj. EBITDA Growth (Mgmt. Provided) $110 Consensus

 

 

 

 

 

TPG View of Virgil Pro Forma Growth 5 TPG Slide Source(s): TPG diligence presentation provided on 4/13/2025.

 

 

 

 

Multiples Compared to Peers Median EV / NTM Revenue Over Time 4.7x 2.8x Source(s): FactSet. Market data as of 04/15/2025. 1. Peers include BILL, FLYW, PAY, ADYEN, PAYO, FOUR, WEX, CPAY, and BL. 2.0x 6.0x 10.0x 14.0x Oct-21 Jun-22 Mar-23 Nov-23 Jul-24 Apr-25 Average EV / NTM Revenue 1 Year 2 Year 3 Year Virgil 3.6x 3.9x 3.9x Peers 5.2x 5.3x 3.9x Virgil Peers(1) 6

 

 

 

 

Summary of Broker Price Targets and Recommendations Source(s): FactSet, Bloomberg, AlphaSense, Broker Research, Press release. Market data as of 04/15/2025. 1. Price targets as of 1/31 Board Presentation. Share Price Targets Price % vs. Current: 18% 1% $7.91 $9.37 $8.00 $13.00 $6.50 Current Mean Median Max Min (18%) Hold 53% Buy 35% Sell 12% Buy / Hold / Sell Price Target and Valuation Methodology by Analyst Price Target History 64% Broker Date of Latest Report Jan Price Target(1) Price Target % Ä in Price Target Recommendation Primary Valuation Methodology Secondary Valuation Methodology Wolfe 4/15/2025 $13.00 NA NA Hold 11.0-13.0x CY26 EV/Adj. EBITDA - BMO 4/9/2025 $11.00 $8.00 (27%) Hold 15.0x CY26 EV/Adj. EBITDA-CapEx - Goldman Sachs 4/8/2025 $9.50 $6.50 (32%) Sell 17.0x CY26 EV/Adj. EBITDA-SBC - Baird 4/3/2025 $14.00 $12.00 (14%) Buy - - KBW 3/30/2025 $11.00 $9.00 (18%) Hold - - BTIG 3/17/2025 $14.00 $11.00 (21%) Buy 15.0x CY26 EV/Adj. EBITDA - Wells Fargo 3/13/2025 $10.00 $8.00 (20%) Hold 4.0x CY26 EV/Gross Profit - Compass Point 3/11/2025 $15.00 $13.00 (13%) Buy 5.0x CY26 Mkt Cap/Revenue - Barclays 3/4/2025 $13.00 $8.00 (38%) Hold 6.0x CY26 EV/Gross Profit DCF Deutsche Bank 2/26/2025 $15.00 $11.00 (27%) Buy 19.0x CY26 EV/Adj. EBITDA - J.P. Morgan 2/27/2025 $10.00 $9.00 (10%) Hold 4.0x CY26 EV/Gross Profit - KeyBanc 2/26/2025 $14.00 NA NA Hold 2.6x CY25 EV/Revenue - Morgan Stanley 2/27/2025 $11.00 $8.00 (27%) Hold 13.0x CY26 EV/Adj. EBITDA - Piper Sandler 2/28/2025 $10.00 $8.00 (20%) Hold DCF - Susquehanna 2/28/2025 $14.00 $13.00 (7%) Buy 11.0x CY26 EV/Adj. EBITDA - UBS 2/26/2025 $10.50 $8.00 (24%) Buy 4.0x CY26 EV/Gross Profit - Bank of America 2/26/2025 $9.00 $8.00 (11%) Sell 3.0x CY26 EV/Revenue 0.4x CY26 EV/Rev/Growth Avg: $12.00 Avg: $9.37 Avg: (21%) $7.91 $9.37 Avg. Post Leak Date Avg: $9.08 Avg: (22%) 7

 

 

 

 

Update on Valuation Perspectives

 

 

 

 

Financial Summary – Company Risk Adjusted Projections Preliminary Financial Summary Source(s): Company filings and Company Risk Adjusted Projections. CAGR CAGR ($ in millions) 2021A 2022A 2023A 2024A 2025E 2026E 2027E 2028E 2029E '21A - '24A '24A - '29E Total Revenue $248 $316 $381 $439 $462 $508 $556 $631 $707 21% 10% % Growth 34% 27% 20% 15% 5% 10% 9% 14% 12% Total COGS ($97) ($114) ($117) ($116) ($119) ($126) ($132) ($142) ($149) 6% 5% Total Non-GAAP Gross Profit $151 $203 $264 $323 $342 $383 $423 $489 $558 29% 12% Gross Margin % 61% 64% 69% 74% 74% 75% 76% 77% 79% S&M (60) (73) (73) (77) (85) (87) (90) (94) (101) 9% 6% % of Revenue 24% 23% 19% 17% 18% 17% 16% 15% 14% R&D (60) (75) (86) (88) (91) (93) (95) (97) (100) 13% 2% % of Revenue 24% 24% 23% 20% 20% 18% 17% 15% 14% G&A (57) (70) (75) (74) (75) (75) (76) (77) (79) 9% 1% % of Revenue 23% 22% 20% 17% 16% 15% 14% 12% 11% Total OpEx ($177) ($218) ($234) ($239) ($251) ($255) ($261) ($268) ($280) 10% 3% % of Revenue 71% 69% 61% 54% 54% 50% 47% 42% 40% Adj. EBITDA w/o PubCo Costs (Unburdened w/ SBC) ($26) ($15) $30 $85 $91 $128 $163 $221 $278 NA 27% Adj. EBITDA Margin % (11%) (5%) 8% 19% 20% 25% 29% 35% 39% Less: Public Company Costs - - - - - (6) (6) (6) (6) Adj. EBITDA Incl. PubCo Costs (Unburdened w/ SBC) ($26) ($15) $30 $85 $91 $122 $157 $215 $272 NA 26% Adj. EBITDA Margin % (11%) (5%) 8% 19% 20% 24% 28% 34% 38% Depreciation & Amortization (31) (33) (36) (36) (35) (34) (30) (28) (29) % of Revenue 12% 10% 9% 8% 8% 7% 5% 4% 4% Non-GAAP EBIT (Unburdened w/ SBC) ($57) ($48) ($5) $48 $55 $87 $126 $187 $243 NA 38% Op Margin % (23%) (15%) (1%) 11% 12% 17% 23% 30% 34% Total CapEx ($32) ($22) ($18) ($20) ($22) ($20) ($20) ($21) ($22) (15%) 2% % of Revenue 13% 7% 5% 4% 5% 4% 4% 3% 3% Change in NWC ($2) ($3) ($22) ($25) $5 ($2) ($5) ($10) ($6) 116% (25%) % of Revenue (1%) (1%) (6%) (6%) 1% (0%) (1%) (2%) (1%) 8

 

 

 

 

Comparison of Virgil LRP, Company Risk Adjusted Projections and Consensus Source(s): Company Filings, Broker Research and Company February LRP and Company Risk Adjusted Projections. 1. Unburdened by SBC and includes Management estimated Public Company Costs. 2. Highly illustrative and for information purposes only – not to be used for valuation purposes. % Margin: CAGR (’24A – ’27E): 17% 41% 20% 24% 28% 38% 19% 23% 14% 16% 21% 28% 34% CAGR (’24A – ’27E): 9% 30% CAGR (’27E – ’29E): 13% CAGR (’27E – ’29E): 9% February LRP Company Risk Adjusted Projections Current Consensus Extrapolated Consensus(2) CAGR (’24A – ’27E): 9% 25% 19% 23% 7% 5% 10% 9% 12% 4% 10% 12% 4% 10% 12% 9% CAGR (’24E – ’27E): 12% CAGR (’27E – ’29E): 18% 25% CAGR (’24A – ’27E): 23% CAGR (’24A – ’27E): 18% CAGR (’27E – ’29E): 32% CAGR (’27E – ’29E): 20% CAGR (’24E – ’27E): 36% CAGR (’24A – ’27E): 18% CAGR (’27E – ’29E): 29% 15% 15% 19% 19% • FY24 Revenue missed original Management Guidance but beat Adj. EBITDA guidance • Based on discussions with management, Q1’25 Revenue and Adj. EBITDA expected to miss vs. Feb LRP • Company Risk Adjusted Projections reflect 4% higher ’27E – ’29E Revenue CAGR and 8% higher 2029E Adj. EBITDA Margin versus Extrapolated Consensus(2) 19% 38% 14% 34% 9% 28% 9

 

 

 

 

Preliminary Comparable Public Companies Operating and Valuation Metrics Through CY26 Source(s): FactSet, Broker Research, Company Feb LRP and Company Risk Adjusted Projections. Market data as of 04/15/2025. 1. Adyen does not report gross profit. 2. Unburdened by SBC and includes Management estimated Public Company Costs. Gross Profit Capex % Float Price Equity Enterprise EV/Revenue EV/Adj. EBITDA Revenue Growth Margin Adj. EBITDA Margin of Rev Rev Mix 4/15/2025 Value Value CY24A CY25E CY26E CY24A CY25E CY26E '24/'23 '25/'24 '26/'25 CY25E CY25E CY26E CY25E CY25E Reported Virgil (Risk Adjusted Projections) $7.91 $1,753 $1,427 3.3x 3.1x 2.8x 16.8x 15.7x 11.2x 15.3% 5.2% 10.1% 74.1% 19.7% 25.1% 4.7% 9.9% Virgil (Company Feb LRP ) $7.91 $1,753 $1,427 3.2x 3.0x 2.6x 16.8x 14.2x 9.5x 15.3% 7.0% 14.3% 74.6% 21.4% 27.9% 4.5% 9.7% Virgil (Consensus) $7.91 $1,753 $1,427 3.3x 3.1x 2.8x 16.8x 16.0x 12.5x 15.3% 4.3% 10.3% 74.1% 19.4% 22.7% 4.8% 9.8% Virgil (Consensus - Unaffected) $6.89 $1,526 $1,201 2.7x 2.6x 2.4x 14.2x 13.5x 10.5x 15.3% 4.3% 10.3% 74.1% 19.4% 22.7% 4.8% 9.8% Adyen $1,639.61 $51,786 $40,470 17.9x 14.4x 11.6x 36.1x 27.4x 20.7x 22.7% 24.0% 24.9% NA 52.8% 55.8% 4.6% NA Corpay $312.84 22,421 28,887 7.0x 6.6x 5.9x 13.3x 12.3x 10.9x 6.2% 6.5% 10.6% 78.0% 53.5% 54.7% 4.6% 1.7% Shift4 $78.07 7,125 8,997 6.1x 5.3x 4.5x 13.0x 10.7x 9.0x 28.9% 15.7% 17.8% 69.1% 49.6% 49.9% 10.3% NA Bill.com $42.21 4,497 4,023 2.9x 2.6x 2.2x 18.5x 15.3x 11.6x 17.4% 13.8% 16.6% 84.4% 16.8% 18.9% 1.8% 8.5% Wex $127.24 5,117 8,965 3.4x 3.4x 3.2x 7.7x 8.1x 7.6x 3.1% (0.2%) 5.4% 60.6% 42.3% 42.6% 6.2% NA Payoneer $6.43 2,543 2,047 2.1x 2.0x 1.8x 7.6x 7.8x 7.0x 17.6% 6.5% 11.1% 82.5% 25.0% 25.4% 2.1% 20.7% Paymentus $30.07 3,897 3,691 11.8x 10.2x 8.7x 39.2x 31.9x 25.5x 29.4% 15.8% 17.2% 86.7% 32.0% 34.2% 8.7% NA Blackline $45.24 2,998 3,054 4.7x 4.4x 4.0x 18.6x 16.5x 14.3x 10.7% 7.0% 8.9% 79.8% 26.4% 28.1% 4.3% NA Flywire $8.61 1,120 459 1.0x 0.8x 0.7x 5.9x 4.3x 3.2x 24.3% 16.5% 16.8% 64.2% 19.2% 21.9% 1.5% NA Min 1.0x 0.8x 0.7x 5.9x 4.3x 3.2x 3.1% (0.2%) 5.4% 60.6% 16.8% 18.9% 1.5% 1.7% Mean 6.3x 5.5x 4.7x 17.8x 14.9x 12.2x 17.8% 11.7% 14.4% 75.7% 35.3% 36.8% 4.9% 10.3% Median 4.7x 4.4x 4.0x 13.3x 12.3x 10.9x 17.6% 13.8% 16.6% 78.9% 32.0% 34.2% 4.6% 8.5% Max 17.9x 14.4x 11.6x 39.2x 31.9x 25.5x 29.4% 24.0% 24.9% 86.7% 53.5% 55.8% 10.3% 20.7% Reference Valuation Metric Selected Range Implied EV Implied Equity Value Implied Share Price 2025 Revenue (Risk Adj. Proj.) $462 3.0x - 6.0x $1,385 - $2,770 $1,710 - $3,096 $7.72 - $13.85 2026 Revenue (Risk Adj. Proj.) 508 2.5x - 5.0x 1,271 - 2,541 1,596 - 2,866 $7.20 - $12.84 2025 Adj. EBITDA (Risk Adj. Proj.) 91 13.0x - 18.0x 1,181 - 1,635 1,506 - 1,960 $6.80 - $8.84 2026 Adj. EBITDA (Risk Adj. Proj.) 122 11.0x - 15.0x 1,337 - 1,823 1,662 - 2,148 $7.50 - $9.67 (1) 10 (2)

 

 

 

 

Change in Comparable Public Companies Trading Source(s): FactSet, Company December LRP, Company Risk Adjusted Projections, Company Filings. Market data as of 04/15/2025. 1. 01/31/2025 multiples adjusted to exclude Investment Securities and be consistent with the 04/15/2025 multiples. Share Price EV/Revenue EV/Adj. EBITDA EV/Revenue EV/Adj. EBITDA EV/Revenue EV/Adj. EBITDA Delta CY24E CY25E CY26E CY24E CY25E CY26E CY24E CY25E CY26E CY24E CY25E CY26E CY24E CY25E CY26E CY24E CY25E CY26E Adyen (8%) 20.3x 16.4x 13.1x 41.7x 31.2x 23.5x 17.9x 14.4x 11.6x 36.1x 27.4x 20.7x (2.4x) (1.9x) (1.6x) (5.6x) (3.8x) (2.8x) Corpay (20%) 8.2x 7.6x 6.9x 15.3x 14.0x 12.6x 7.0x 6.6x 5.9x 13.3x 12.3x 10.9x (1.2x) (1.0x) (1.0x) (2.1x) (1.7x) (1.7x) Shift4 (35%) 9.1x 7.7x 6.5x 19.1x 15.4x 12.9x 6.1x 5.3x 4.5x 13.0x 10.7x 9.0x (2.9x) (2.4x) (2.0x) (6.1x) (4.7x) (3.9x) Bill.com (57%) 7.3x 6.4x 5.4x 48.8x 42.4x 33.6x 2.9x 2.6x 2.2x 18.5x 15.3x 11.6x (4.4x) (3.8x) (3.2x) (30.3x) (27.1x) (22.0x) Wex (32%) 4.5x 4.3x 4.0x 10.1x 9.7x 8.8x 3.4x 3.4x 3.2x 7.7x 8.1x 7.6x (1.0x) (0.9x) (0.8x) (2.4x) (1.7x) (1.2x) Payoneer (40%) 3.9x 3.6x 3.2x 14.1x 14.5x 12.7x 2.1x 2.0x 1.8x 7.6x 7.8x 7.0x (1.8x) (1.6x) (1.4x) (6.5x) (6.7x) (5.8x) Paymentus (13%) 12.9x 10.9x 9.2x 43.8x 34.9x 27.8x 11.8x 10.2x 8.7x 39.2x 31.9x 25.5x (1.1x) (0.7x) (0.5x) (4.6x) (3.0x) (2.3x) Blackline (29%) 6.6x 6.1x 5.5x 26.4x 23.6x 19.9x 4.7x 4.4x 4.0x 18.6x 16.5x 14.3x (2.0x) (1.7x) (1.5x) (7.8x) (7.1x) (5.6x) Flywire (56%) 4.0x 3.2x 2.6x 24.5x 16.8x 11.9x 1.0x 0.8x 0.7x 5.9x 4.3x 3.2x (3.0x) (2.4x) (1.9x) (18.6x) (12.5x) (8.7x) Mean (32%) 8.5x 7.4x 6.3x 27.1x 22.5x 18.2x 6.3x 5.5x 4.7x 17.8x 14.9x 12.2x (2.2x) (1.8x) (1.5x) (9.3x) (7.6x) (6.0x) 4/15 vs 1/31 Company Dec LRP (1/31 Close) Risk Adjusted Projections (4/15 Close) Virgil (25%) 4.7x 4.2x 3.6x 25.7x 19.6x 12.8x 3.3x 3.1x 2.8x 16.8x 15.7x 11.7x (1.4x) (1.1x) (0.8x) (8.9x) (3.9x) (1.0x) Initial Board Presentation 4/15 Close Change Trading Comparable Public Companies Across Periods Selected Range as of Initial Board Presentation 2025 Revenue (Dec LRP) 4.0x - 7.0x 2026 Revenue (Dec LRP) 4.0x - 6.0x 2025 Adj. EBITDA (Dec LRP) 14.0x - 19.0x 2026 Adj. EBITDA (Dec LRP) 12.5x - 17.5x Current Selected Range (Unchanged vs. 3/26 Board Presentation) 2025 Revenue (Risk Adj. Proj.) 3.0x - 6.0x 2026 Revenue (Risk Adj. Proj.) 2.5x - 5.0x 2025 Adj. EBITDA (Risk Adj. Proj.) 13.0x - 18.0x 2026 Adj. EBITDA (Risk Adj. Proj.) 11.0x - 15.0x Reference Valuation (1) 11

 

 

 

 

Preliminary Selected Comparable Transactions Preliminary Comparable Transactions Source(s): FactSet, Company Filings, Company Risk Adjusted Projections, Broker Research and other public information. Market data as of 04/15/2025. Enterprise Value Multiple Announced Enterprise NTM Adj. EBITDA Margin Revenue Premiums Date Acquiror Target Value Rev. Growth LTM NTM LTM NTM 1-Day 52-Wk High 01/07/2025 Paychex Paycor $4,108 10% 35% 33% 5.9x 5.3x 21% 5% 09/18/2024 Bridgepoint / General Atlantic Esker $1,748 15% 17% 19% 8.3x 7.2x 30% 28% 05/08/2024 Corpay Paymerang $475 20% NA NA 9.6x 8.0x NA NA 10/23/2023 Vista Equity Partners EngageSmart $3,644 21% 19% 19% 10.0x 8.2x 23% 3% 12/12/2022 Thoma Bravo Coupa $8,122 17% 15% 23% 9.9x 8.5x 77% (60%) 09/28/2022 EQT Billtrust $1,477 27% (12%) (3%) 9.6x 7.5x 65% (13%) 08/08/2022 Vista Equity Partners Avalara $8,401 22% 3% 2% 10.6x 8.7x 27% (51%) 12/17/2021 Thoma Bravo Bottomline $2,632 11% 20% 20% 5.3x 4.8x 42% 5% 07/19/2021 Bill.com Invoice2go $625 25% NA NA 20.6x 16.4x NA NA 11/08/2018 Edenred Corporate Spending Innovations $600 21% 60% 60% 14.0x 11.5x NA NA Virgil (Risk Adj. Proj.) $1,427 5% 19% 20% - - - - Median 20% 18% 20% 9.8x 8.1x 30% 3% Mean 19% 20% 22% 10.4x 8.6x 41% (12%) Median (Growth <20%) 13% 18% 22% 7.1x 6.3x 36% 5% Mean (Growth <20%) 13% 22% 24% 7.3x 6.4x 43% (5%) Reference Valuation Metric Selected Range Implied EV Implied Equity Value Implied Share Price 2024A Revenue $439 5.0x - 7.5x $2,195 - $3,292 $2,520 - $3,617 $11.32 - $16.13 2025E Revenue (Risk Adj. Proj.) 462 4.0x - 6.5x 1,847 - 3,001 2,172 - 3,326 $9.78 - $14.86 12

 

 

 

 

Preliminary Discounted Cash Flow Analysis Company Risk Adjusted Projections Terminal EV / LTM EBITDA Multiple Terminal EV / LTM EBITDA Multiple $10.31 10.0x 11.0x 12.0x 13.0x 14.0x 15.0x 16.0x 13.5% $8.69 $9.35 $10.02 $10.68 $11.34 $11.99 $12.65 14.0% $8.55 $9.20 $9.84 $10.49 $11.14 $11.78 $12.43 14.5% $8.40 $9.04 $9.68 $10.31 $10.94 $11.58 $12.21 15.0% $8.27 $8.89 $9.51 $10.13 $10.75 $11.37 $11.99 15.5% $8.13 $8.74 $9.35 $9.96 $10.57 $11.18 $11.78 WACC PV of NOL Share Price 13.5% $0.26 14.0% $0.25 14.5% $0.25 15.0% $0.24 15.5% $0.24 WACC Terminal EV / LTM EBITDA Multiple #REF! 10.0x 11.0x 12.0x 13.0x 14.0x 15.0x 16.0x 13.5% $8.95 $9.61 $10.27 $10.93 $11.59 $12.25 $12.91 14.0% $8.80 $9.45 $10.10 $10.74 $11.39 $12.04 $12.68 14.5% $8.65 $9.29 $9.92 $10.56 $11.19 $11.82 $12.46 15.0% $8.51 $9.13 $9.76 $10.38 $11.00 $11.62 $12.24 15.5% $8.37 $8.98 $9.59 $10.20 $10.81 $11.42 $12.02 WACC DCF Value per Share DCF NOL Value per DCF Value per Share Incl. NOL Impact Share 13 Source(s): Based on Company Risk Adjusted Projections. Note: Debt and cash balance as of Q1 CY25 Company Risk Adjusted Projections. Virgil's capitalization based on Company Management information. Valuation date as of 03/31/2025. Assumes midyear discounting except for terminal value which is discounted using end-of-period discounting methodology. Assumes 25.9% tax rate per Company Management.

 

 

 

 

Premiums Paid for Precedent Technology Transactions Source(s): FactSet data as of 04/15/2025, Company Filings. Transaction parameters include all US-based Technology targets with Enterprise Value between $1.0-4.0bn taken private in all-cash transactions since 2020. Specific technology verticals include Electronic Technology, Technology Services, Information Technology Services and others. Premiums Premiums to 1-Day Unaffected Stock Price to 30-Day Unaffected VWAP 42% 35% 45% 42% 31% 21% 2020 2021 2022 2023 2024 2025 Mean Premiums to 1-Day Unaffected Price Since 2020 Mean: 39% 14

 

 

 

 

Preliminary Virgil Valuation Summary Preliminary DCF Analysis: „H 13.5% - 15.5% WACC „H 10.0x - 16.0x Terminal EV / LTM Adj. EBITDA Multiple Premiums Recent Trading Precedent Transactions Comparable Companies Source(s): Company Risk Adjusted Projections, Company Data, Factset, Bloomberg and Broker Research. Market data as of 04/15/2025. Note: Calculation based on shares, options, RSUs as of 03/31/2025 based on management estimates excluding ESPP impact. Virgil's capitalization based on company management information. Analyst Price Targets Preliminary 5-Year LBO Analysis: „H Company Risk Adjusted Projections Pro Forma Acquisitions assumes two acquisitions in 2026E and 2028E, each with $20mm Adj. EBITDA for $240mm (12.0x EV / Adj. EBITDA multiple) „H Extrapolated Consensus aligns with Broker Consensus Estimates for 2025E - 2027E, then assumes Revenue CAGR of 9% from 2027E ¡V 2029E and annual Adj. EBITDA Margin expansion of ~3% for 2027E ¡V 2029E „H 10.0x - 16.0x Adj. EBITDA Exit Multiple „H 20% - 25% Target IRR „H 7.5x (LTM Adj. EBITDA) leverage representing $635mm - $645mm of debt Preliminary 5-Year DCF Preliminary 5-Year LBO : Individual Analyst Price Targets Preliminary DCF Analysis ¡V Extrapolated Consensus: „H Extrapolated Consensus aligns with Broker Consensus Estimates for 2025E - 2027E, then assumes Revenue CAGR of 9% from 2027E ¡V 2029E and annual Adj. EBITDA Margin expansion of ~3% for 2027E ¡V 2029E „H 13.5% - 15.5% WACC „H 10.0x - 16.0x Terminal EV / LTM Adj. EBITDA Multiple Current Price (4/15/25): $7.91 Unaffected Close (3/12/25): $6.89 Preliminary and Subject to Significant Diligence 15

 

 

 

 

(High) TPG Share Price ($) $6.89 $7.91 $10.75 $11.25 $12.00 $13.00 $9.50 $10.00 $10.00 $10.50 $11.00 $11.50 $12.00 % Premium / (Discount) to Current (13%) - 36% 42% 52% 64% 20% 26% 26% 33% 39% 45% 52% % Premium / (Discount) to Unaffected - 15% 56% 63% 74% 89% 38% 45% 45% 52% 60% 67% 74% Fully Diluted Shares (mm) 221.5 221.6 222.5 222.6 222.8 223.2 222.0 222.2 222.2 222.4 222.5 222.7 221.0 Fully Diluted Equity Value $1,526 $1,753 $2,391 $2,504 $2,674 $2,902 $2,109 $2,222 $2,222 $2,335 $2,448 $2,561 $2,652 Plus: Gross Debt(1) $72 $72 $72 $72 $72 $72 $72 $72 $72 $72 $72 $72 $72 Less: Cash(1) (398) (398) (398) (398) (398) (398) (398) (398) (398) (398) (398) (398) (398) Total Enterprise Value $1,201 $1,427 $2,066 $2,179 $2,349 $2,577 $1,784 $1,897 $1,897 $2,010 $2,123 $2,236 $2,326 Premiums Analysis: Virgil 30-Day Closing Average (04/15/25) $7.91 (13%) 0% 36% 42% 52% 64% 20% 26% 26% 33% 39% 45% 52% 90-Day Closing Average (04/15/25) $9.44 (27%) (16%) 14% 19% 27% 38% 1% 6% 6% 11% 17% 22% 27% 52 Week High (07/23/24) $12.86 (46%) (38%) (16%) (13%) (7%) 1% (26%) (22%) (22%) (18%) (14%) (11%) (7%) 52 Week Low (03/12/25) $6.89 - 15% 56% 63% 74% 89% 38% 45% 45% 52% 60% 67% 74% Analyst Price Target - Median(2) $8.00 (14%) (1%) 34% 41% 50% 63% 19% 25% 25% 31% 38% 44% 50% Multiples Analysis: Metric: CY2024A Revenue $439 2.7x 3.3x 4.7x 5.0x 5.4x 5.9x 4.1x 4.3x 4.3x 4.6x 4.8x 5.1x 5.3x CY2025E Revenue $462 2.6x 3.1x 4.5x 4.7x 5.1x 5.6x 3.9x 4.1x 4.1x 4.4x 4.6x 4.8x 5.0x CY2024A Adj. EBITDA(3) $85 14.2x 16.8x 24.4x 25.7x 27.7x 30.4x 21.1x 22.4x 22.4x 23.7x 25.1x 26.4x 27.5x CY2025E Adj. EBITDA(3) $91 13.2x 15.7x 22.7x 24.0x 25.9x 28.4x 19.6x 20.9x 20.9x 22.1x 23.4x 24.6x 25.6x Preliminary Analysis at Various Prices Source(s): FactSet, Company filings, Company Risk Adjusted Projections and Market Data as of 4/15/2025. Fully diluted shares outstanding based on ~206.1mm common shares, ~14.8mm RSUs and ~7.3mm stock options outstanding, per Company Management information. 1. Debt and cash balance as of Q1 CY25 per Company Risk Adjusted Projections. 2. FactSet consensus median. 3. Unburdened with Stock-based Compensation.

 

 

 

 

Appendix

 

 

 

 

Management¡¦s Discussion of Risks to Company Feb LRP „H The Company LRP is a growth plan and does not account for major risk factors that may meaningfully impact company performance over time, including: „H Macro environment risks „H Execution risk „H Monetization timing of new wins „H The current LRP assumes significant growth acceleration in the near term, which is dependent on a number of KPIs that need to improve in the current year: „H Increasing retention rates back to 104-105% vs the 99% in 2024 „H Increasing TSV „H Yield expansion „H Over the longer term, growth is also highly dependent on successful and timely launch of three brand new products that need to ramp quickly: „H Payment Accelerator „H Spend Management „H Pay Platform „H Other risks that Management is observing are new technology offerings driven by AI, increased pricing competition from existing and new entrants and Interchange contraction, among others „H Margin expansion, in particular unit-cost reduction, may become more challenging as the high-impact levers have been addressed „H Historically, the Company has typically underperformed LRPs by c. 20% in year 3 and 4 Source: Company Management. 17 Select Investor Feedback Post-Leak Investor 1 10.7mm shares(

 

 

 

 

Select Investor Feedback Post-Leak Investor 1 10.7mm shares(1) 5% of Total(2) „H ¡§If it were me, I would be looking to go private. But only if the sponsors would be more focused on exit multiple than near term cash generation.¡¨ „H ¡§As such, while we wouldn¡¦t view any price sub $10 as appropriate in a sale, something in the low doubles that discounts both the risks and the time it would take seems reasonable.¡¨ „H ¡§¡K if you choose to remain independent, that would be a clear signal that you think value is underestimated. I¡¦d personally like to see a significant buyback once your stock falls back to $6-7 where it probably goes in a ¡§no-sale¡¨ scenario.¡¨ Multiple Investors 12.3mm shares (1) 6% of Total(2) Investor 4 690k shares (1) 0.3% of Total(2) „H Investor 2 (8.0mm shares, 4% of total) and Investor 3 (4.4mm shares, 2% of total) shared the same sentiment as Investor 1: „H ¡§¡Kwhile we wouldn¡¦t view any price sub $10 as appropriate in a sale, something in the low doubles that discounts both the risks and the time it would take seems reasonable¡¨ „H ¡§... Don¡¦t sell! Throwing a number out there but at least not for less than $12... public markets are short term stupid and long term efficient!¡¨ Source: Company Information. 1. Shareholdings in Virgil as per latest 13F filings. 2. Fully Diluted Shares Outstanding as of 12/31/24. 18

 

 

 

 

Investor Cost Basis Summary ¡V Management View Source: Company, Company public filings. 1. The 4.3mm delta in share count between the Total and Float reflects shares held by retail investors. Investor Type Share Count % Float Basis Min. Price Max Price Index 44,684,691 29% $9.85 $8.05 $12.07 Growth & Hedge 59,048,409 38% $9.97 $7.99 $17.55 GARP 24,001,921 15% $9.98 $8.05 $12.62 Value & Other 24,050,873 15% $9.92 $7.81 $16.86 Total 151,785,894 % of Float 97% Float(1) 156,100,000 Investor Cost Basis Summary „H The below table sets out the investor cost basis based on the latest available data from the latest 13F filings (which lag by 45 days) „H Management believes that the estimates below should be reasonable plus/minus $0.50 to $1.00 per share „H Management believes that the basis will be lower now since Q4¡¦24 results, and believes the current cost basis is more likely in the $7 - $9 range „H The data in the table below is calculated as a % of float, i.e. the table excludes all insider ownership 19

 

 

 

 

Preliminary Discounted Cash Flow Analysis Company Risk Adjusted Projections, Excluding NOL Impact Implied EV Calculation Implied EV Calculation – Terminal LTM Adj. EBITDA Multiple Preliminary Implied Share Price Sensitivity Analysis Source(s): Company Management, Company filings, Company Risk Adjusted Projections. Note: Debt and cash balance as of Q1 CY25 Company Risk Adjusted Projections. Fully diluted shares outstanding based on ~206.1mm common shares, ~14.8mm RSUs and ~7.3mm stock options outstanding, per Company Management information. Valuation date as of 03/31/2025. Assumes mid-year discounting except for terminal value which is discounted using end-of-period discounting methodology. 1. Includes amortization for Goodwill, Intangible Assets and Capitalized Section 174 Costs. 2. Assumes 25.9% tax rate per Company Management. 3. Other cash items includes cash impact of Provision For Doubtful Accounts and Supplier Advances. Terminal Adj. EBITDA $272 Terminal Adj. EBITDA Multiple 13.0x Terminal Value $3,537 PV of Unlevered FCF $108 5% PV of Terminal Value 1,859 95% Enterprise Value $1,967 100% Less: Net Debt 325 Equity Value $2,292 FDSO 222.3 Implied Share Price $10.31 Preliminary Enterprise Value Sensitivity Analysis Preliminary Discounted Cash Flow Terminal EV / LTM Adj. EBITDA Multiple 1031.0% 10.0x 11.0x 12.0x 13.0x 14.0x 15.0x 16.0x 13.5% $8.69 $9.35 $10.02 $10.68 $11.34 $11.99 $12.65 14.5% $8.40 $9.04 $9.68 $10.31 $10.94 $11.58 $12.21 15.5% $8.13 $8.74 $9.35 $9.96 $10.57 $11.18 $11.78 WACC 20

 

 

 

 

Company Risk Adjusted Projections EV 13.5% $57 14.0% $56 14.5% $55 15.0% $54 15.5% $53 WACC Source(s): Company Management. • Cash flows discounted to 03/31/2025 • Discounted at Company’s WACC rate • Assumed remaining $187mm 2029 NOL Balance used up fully in 2030 • Assumed 80% EBIT usage limitation • Assumed 25.9% tax rate ($ in millions) Q2-Q4 25E 2026E 2027E 2028E 2029E Extrapolated 2030 Non-GAAP EBIT (Burdened w/ SBC) ($39) ($39) ($5) $87 $169 Less: NOLs used - - - (70) (135) (187) Taxable Income (post-NOLs) ($39) ($39) ($5) $18 $34 Marginal Tax Rate 26% 26% 26% 26% 26% 26% Cash Tax Expenses (Post-NOLs) - - - ($5) ($9) Plus: Pre-NOL Tax Expense - - - 23 44 Cash Savings from NOLs - - - $18 $35 $48 Memo: Beginning NOL Balance 309 348 387 392 322 187 Less: NOLs Used (Additions) 39 39 5 (70) (135) (187) Ending NOL Balance $348 $387 $392 $322 $187 $0 Allowable Usage 80% 80% 80% 80% 80% 80% Assumptions Preliminary Present Value of NOLs EV and Share Price Impact Sensitivities 21

 

 

 

 

Preliminary Discounted Cash Flow Analysis Extrapolated Consensus, Excluding NOL Impact Implied EV Calculation Implied EV Calculation – Terminal LTM Adj. EBITDA Multiple Preliminary Implied Share Price Sensitivity Analysis Source(s): Company Management, Company filings, Street Consensus, Company Risk Adjusted Projections. Note: Debt and cash balance as of Q1 CY25 Company Risk Adj. Proj. Fully diluted shares outstanding based on ~206.1mm common shares, ~14.8mm RSUs and ~7.3mm stock options outstanding, per Company Management information. Valuation date as of 3/31/2025. Assumes mid-year discounting except for terminal value which is discounted using end-of-period discounting methodology. 1. Includes amortization for Goodwill, Intangible Assets and Capitalized Section 174 Costs. 2. Assumes 25.9% tax rate per Company Management. 3. Other cash items includes cash impact of Provision For Doubtful Accounts and Supplier Advances. Terminal Adj. EBITDA $202 Terminal Adj. EBITDA Multiple 13.0x Terminal Value $2,626 PV of Unlevered FCF $36 3% PV of Terminal Value 1,380 97% Enterprise Value $1,416 100% Less: Net Debt 325 Equity Value $1,742 FDSO 221.6 Implied Share Price $7.86 Preliminary Enterprise Value Sensitivity Analysis Preliminary Discounted Cash Flow Terminal EV / LTM Adj. EBITDA Multiple 786.0% 10.0x 11.0x 12.0x 13.0x 14.0x 15.0x 16.0x 13.5% $6.64 $7.13 $7.63 $8.13 $8.62 $9.12 $9.61 14.5% $6.43 $6.90 $7.38 $7.86 $8.34 $8.81 $9.28 15.5% $6.23 $6.68 $7.14 $7.60 $8.06 $8.52 $8.97 WACC Preliminary and Subject to Significant Diligence 22

 

 

 

 

Preliminary Virgil NOL Valuation Extrapolated Consensus EV 13.5% $56 14.0% $55 14.5% $53 15.0% $52 15.5% $51 WACC Source(s): Company Management. • Cash flows discounted to 03/31/2025 • Discounted at Company’s WACC rate • Assumed remaining $306mm 2029 NOL Balance used up equally across 2030 and 2031 • Assumed 80% EBIT usage limitation • Assumed 25.9% tax rate ($ in millions) Q2-Q4 25E 2026E 2027E 2028E 2029E Extrapolated 2030 Extrapolated 2031 Non-GAAP EBIT (Burdened w/ SBC) ($42) ($45) ($22) $41 $99 Less: NOLs used - - - (33) (79) (153) (153) Taxable Income (post-NOLs) ($42) ($45) ($22) $8 $20 Marginal Tax Rate 26% 26% 26% 26% 26% 26% 26% Cash Tax Expenses (Post-NOLs) - - - ($2) ($5) Plus: Pre-NOL Tax Expense - - - 11 26 Cash Savings from NOLs - - - $9 $20 $40 $40 Memo: Beginning NOL Balance 309 351 396 418 385 306 153 Less: NOLs Used (Additions) 42 45 22 (33) (79) (153) (153) Ending NOL Balance $351 $396 $418 $385 $306 $153 $0 Allowable Usage 80% 80% 80% 80% 80% 80% 80% Assumptions Preliminary Present Value of NOLs EV and Share Price Impact Sensitivities Preliminary and Subject to Significant Diligence 23

 

 

 

 

Preliminary Discounted Cash Flow Analysis Extrapolated Consensus Terminal EV / LTM EBITDA Multiple Terminal EV / LTM EBITDA Multiple $7.86 10.0x 11.0x 12.0x 13.0x 14.0x 15.0x 16.0x 13.5% $6.64 $7.13 $7.63 $8.13 $8.62 $9.12 $9.61 14.0% $6.53 $7.02 $7.51 $7.99 $8.48 $8.96 $9.44 14.5% $6.43 $6.90 $7.38 $7.86 $8.34 $8.81 $9.28 15.0% $6.32 $6.79 $7.26 $7.73 $8.20 $8.66 $9.12 15.5% $6.23 $6.68 $7.14 $7.60 $8.06 $8.52 $8.97 WACC PV of NOL Share Price 13.5% $0.25 14.0% $0.25 14.5% $0.24 15.0% $0.24 15.5% $0.23 WACC Terminal EV / LTM EBITDA Multiple #REF! 10.0x 11.0x 12.0x 13.0x 14.0x 15.0x 16.0x 13.5% $6.89 $7.39 $7.89 $8.38 $8.88 $9.37 $9.86 14.0% $6.78 $7.26 $7.75 $8.24 $8.73 $9.21 $9.69 14.5% $6.67 $7.15 $7.62 $8.10 $8.58 $9.05 $9.52 15.0% $6.56 $7.03 $7.50 $7.97 $8.43 $8.90 $9.36 15.5% $6.46 $6.92 $7.37 $7.83 $8.29 $8.75 $9.20 WACC DCF Value per Share DCF NOL Value per DCF Value per Share Incl. NOL Impact Share Preliminary and Subject to Significant Diligence 24

 

 

 

 

Preliminary Illustrative Leveraged Buyout Return Analysis Company Risk Adjusted Projections Source(s): Market data as of 04/15/2025. Historicals per Filings. CY25E to CY29E based on Company Risk Adjusted Projections. Virgil's capitalization based on company management information. Debt pricing reflects a “normalized” market condition. 1. Cash and equivalents as of Q1 CY25 Company Risk Adjusted Projections 2. Debt as of Q1 CY25 Company Risk Adjusted Projections. 3. Illustrative Total Fees include $60mm in Transaction Fees and $27mm in Financing Fees. Target IRR $9.5 20.0% 21.3% 22.5% 23.8% 25.0% 10.0x $8.50 $8.27 $8.06 $7.85 $7.66 11.5x $9.28 $9.02 $8.77 $8.53 $8.31 13.0x $10.07 $9.76 $9.48 $9.21 $8.96 14.5x $10.85 $10.51 $10.19 $9.88 $9.60 16.0x $11.62 $11.25 $10.89 $10.56 $10.24 Adj. EBITDA Exit Multiple Preliminary Sources & Uses • Assumes valuation date of 03/31/2025 • Based on Company Risk Adjusted Projections through 2029E • Acquisition for $9.48 / share, a ~20% premium to the current share price • 21.0x implied Q1 2025E LTM Adj. EBITDA Multiple on $85mm Adj. EBITDA, assuming target Sponsor return of 22.5% • Preliminary financing with: • 7.5x Q1 2025E LTM Adj. EBITDA (based on Company Risk-Adjusted Projections), consisting of new debt of $635mm (S+475, 98) • Balance sheet cash and equivalents of $248mm • $1,381mm of new equity • Assumes minimum cash of $50mm, interest on cash equal to 1.0% 25

 

 

 

 

in millions) Fiscal Year '24A-'29E 2024A Q1 25E Q2-Q4 25E 2026E 2027E 2028E 2029E CAGR Revenue $439 $108 $354 $508 $556 $631 $707 10.0% % Growth 15% 2% 6% 10% 9% 14% 12% Adj. EBITDA (Unburdened w/ SBC)(1) $85 $18 $73 $128 $163 $221 $278 26.8% % Margin 19% 16% 21% 25% 29% 35% 39% Less: CapEx (16) (20) (20) (21) (22) Less: Change in NWC 10 (2) (5) (10) (6) Less: Stock-based Compensation Expenses(2) (26) (40) (45) (37) (36) Less: Net Cash Interest Expense (41) (51) (47) (42) (33) Less: Other Cash Items(3) (18) (15) (18) (21) (28) Less: Cash Taxes - - - (3) (22) Levered Free Cash Flow(4) ($17) $1 $28 $86 $132 Total Debt $635 $630 $551 $523 $437 $305 Cash Balance $150 $128 $50 $50 $50 $50 Leverage Statistics Total Debt / LTM Adj. EBITDA 7.5x 6.9x 4.3x 3.2x 2.0x 1.1x Net Debt / LTM Adj. EBITDA 5.7x 5.5x 3.9x 2.9x 1.8x 0.9x LTM Adj. EBITDA / Interest Expense 1.7x 2.5x 3.5x 5.3x 8.6x % of Total Debt Repaid 1% 13% 18% 31% 52% % of Cumulative Free Cash Flow / Net Debt (3%) (3%) 2% 20% 47% Source(s): Market data as of 04/15/2025. Historicals per Company Filings. CY25E to CY29E based on Company Risk Adjusted Projections. 1. Excludes management estimated public company costs. 2. Assumes 50% reduction of stock-based compensation expenses post transaction. 3. Other cash items includes cash impact of Provision For Doubtful Accounts and Supplier Advances. 4. Levered cash flow does not include non-operating item related to stock donation. Preliminary Illustrative Leveraged Buyout Paydown

 

 

 

 

Ability to Pay Key Assumptions Preliminary Illustrative Leveraged Buyout Return Analysis Company Risk Adjusted Projections PF Acquisitions Source(s): Market data as of 04/15/2025. Historicals per Filings. CY25E to CY29E based on Company Risk Adjusted Projections. Virgil's capitalization based on company management information. Debt pricing reflects a “normalized” market condition. 1. Cash and equivalents as of Q1 CY25 Company Risk Adjusted Projections. 2. Debt as of Q1 CY25 Company Risk Adjusted Projections. 3. Illustrative Total Fees include $60mm in Transaction Fees and $27mm in Financing Fees. Target IRR $10.4 20.0% 21.3% 22.5% 23.8% 25.0% 10.0x $9.07 $8.81 $8.57 $8.34 $8.13 11.5x $10.07 $9.77 $9.48 $9.21 $8.96 13.0x $11.06 $10.71 $10.39 $10.07 $9.78 14.5x $12.06 $11.66 $11.29 $10.93 $10.60 16.0x $13.05 $12.60 $12.19 $11.79 $11.42 Adj. EBITDA Exit Multiple Preliminary Sources & Uses • Assumes valuation date of 03/31/2025 • Based on Company Risk Adjusted Projections through 2029E • Acquisition for $10.39 / share, a ~31% premium to the current share price • 23.5x implied Q1 2025E LTM Adj. EBITDA Multiple on $85mm Adj. EBITDA, assuming target Sponsor return of 22.5% • Preliminary financing with: • 7.5x Q1 2025E LTM Adj. EBITDA (based on Company Risk-Adjusted Projections), consisting of new debt of $635mm (S+475, 98) • Balance sheet cash and equivalents of $248mm • $1,586mm of new equity • Assumes minimum cash of $50mm, interest on cash equal to 1.0% • Assumes Acquisition #1 in 2026E for $240mm (12.0x on $20mm Adj. EBITDA) and Acquisition #2 in 2028E for $240mm (12.0x on $20mm Adj. EBITDA) • Assumes synergies of $3mm in the year following the acquisition and $5mm thereafter • Assumes Adj. EBITDA Margin expansion of 5% per annum • Assumes acquisitions financed with incremental debt ($ in millions) Sources $ % New Debt 635 25.7% Excess Cash on B/S 248 10.0% Sponsor Equity 1,586 64.2% Total Sources: $2,468 100.0% Uses $ % Purchase Common Equity & Options $2,155 87.3% RSUs / PSUs / Others 154 6.2% Repay Existing Debt 72 2.9% Illustrative Total Fees(3) 87 3.5% Total Uses: $2,468 100.0% ($ in millions) 3/31/25 3/31/25 SQ Adj. PF Total Cash(1) $398 ($248) $150 Existing Debt(2) $72 (72) - New Debt - 635 Total Debt $72 $635 Net Debt (325) 485 Key Stats: Q1 2025E LTM Revenue $441 $441 Q1 2025E LTM Adj. EBITDA $85 $85 Total Debt / Adj. EBITDA 0.9x 7.5x Net Debt / Adj. EBITDA (3.8x) 5.7x Preliminary and Subject to Significant Diligence 27

 

 

 

 

Preliminary 5-Year Paydown Summary ($ in millions) Fiscal Year '24A-'29E 2024A Q1 25E Q2-Q4 25E 2026E 2027E 2028E 2029E CAGR Revenue $439 $108 $354 $588 $644 $808 $902 15.5% % Growth 15% 2% 6% 27% 9% 26% 12% Adj. EBITDA (Unburdened w/ SBC)(1) $85 $18 $73 $148 $192 $280 $355 33.2% % Margin 19% 16% 21% 25% 30% 35% 39% Less: CapEx (16) (23) (24) (27) (28) Less: Change in NWC 10 (2) (6) (12) (7) Less: Stock-based Compensation Expenses(2) (26) (46) (52) (49) (48) Less: Net Cash Interest Expense (41) (61) (68) (74) (74) Less: Other Cash Items(3) (18) (15) (18) (21) (28) Plus: Incremental Borrowings(4) - 240 - 240 - Less: Acquisition - (240) - (240) - Less: Cash Taxes - - (1) (5) (23) Levered Free Cash Flow(5) ($17) $1 $24 $91 $146 Total Debt $635 $630 $791 $767 $916 $770 Cash Balance $150 $128 $50 $50 $50 $50 Leverage Statistics Total Debt / LTM Adj. EBITDA 7.5x 6.9x 5.4x 4.0x 3.3x 2.2x Net Debt / LTM Adj. EBITDA 5.7x 5.5x 5.0x 3.7x 3.1x 2.0x LTM Adj. EBITDA / Interest Expense 1.7x 2.4x 2.8x 3.8x 4.8x % of Total Debt Repaid 1% 10% 12% 18% 31% % of Cumulative Free Cash Flow / Net Debt (3%) (2%) 1% 10% 25% Preliminary Illustrative Leveraged Buyout Paydown Company Risk Adjusted Projections PF Acquisitions Source(s): Historicals per Company Filings. CY25E to CY29E based on Company Risk Adjusted Projections and pro forma acquisitions. 1. Excludes management estimated public company costs. 2. Assumes 50% reduction of stock-based compensation expenses post transaction. 3. Other cash items includes cash impact of Provision For Doubtful Accounts and Supplier Advances. 4. Incremental borrowings consists of 73% of 1st lien and 27% of 2nd lien, consistent with the initial re-levered debt split at the transaction date. 5. Levered cash flow does not include non-operating item related to stock donation. Preliminary and Subject to Significant Diligence 28

 

 

 

 

of 03/31/2025 • Based on Consensus Estimates between 2025E and 2027E and extrapolation through 2029E • Acquisition for $7.57/ share, a ~4% discount to the current share price • 15.8x implied Q1 2025E LTM Adj. EBITDA Multiple on $86mm Adj. EBITDA, assuming target Sponsor return of 22.5% • Preliminary financing with: • 7.5x Q1 2025E LTM Adj. EBITDA, consisting of new debt of $645mm (S+475, 98.0) • Balance sheet cash and equivalents of $248mm • $945mm of new equity • Assumes minimum cash of $50mm, interest on cash equal to 1.0% ($ in millions) Sources $ % New Debt 645 35.1% Excess Cash on B/S 248 13.5% Sponsor Equity 945 51.4% Total Sources: $1,838 100.0% Uses $ % Purchase Common Equity & Options $1,565 85.2% RSUs / PSUs / Others 112 6.1% Repay Existing Debt 72 3.9% Illustrative Total Fees(3) 87 4.8% Total Uses: $1,838 100.0% ($ in millions) 3/31/25 3/31/25 SQ Adj. PF Total Cash(1) $398 ($248) $150 Existing Debt(2) $72 (72) - New Debt - 645 Total Debt $72 $645 Net Debt (325) 495 Key Stats: Q1 2025E LTM Revenue $444 $444 Q1 2025E LTM Adj. EBITDA $86 $86 Total Debt / Adj. EBITDA 0.8x 7.5x Net Debt / Adj. EBITDA (3.8x) 5.8x Source(s): Historicals per Filings. CY25E to CY27E based on Consensus Estimates then CY28E-CY29E based on highly preliminary extrapolation. Virgil's capitalization based on company management information. Debt pricing reflects a “normalized” market condition. 1. Cash and equivalents as of Q1 CY25 Company Risk Adjusted Projections. 2. Debt as of Q1 CY25 Company Risk Adjusted Projections. 3. Illustrative Total Fees include $60mm in Transaction Fees and $27mm in Financing Fees. Target IRR $7.6 20.0% 21.3% 22.5% 23.8% 25.0% 10.0x $6.81 $6.67 $6.53 $6.40 $6.27 11.5x $7.39 $7.21 $7.05 $6.90 $6.75 13.0x $7.97 $7.76 $7.57 $7.39 $7.22 14.5x $8.54 $8.31 $8.09 $7.89 $7.70 16.0x $9.10 $8.85 $8.61 $8.38 $8.17 Adj. EBITDA Exit Multiple Preliminary Sources & Uses Preliminary Illustrative Leveraged Buyout Return Analysis Extrapolated Consensus Preliminary and Subject to Significant Diligence 29

 

 

 

 

Fiscal Year '24A-'29E 2024A Q1 25E Q2-Q4 25E 2026E 2027E 2028E 2029E CAGR Revenue $439 $110 $348 $505 $565 $614 $668 8.8% % Growth 15% 4% 4% 10% 12% 9% 9% Adj. EBITDA (Unburdened w/ SBC)(1) $85 $19 $70 $121 $146 $175 $208 19.7% % Margin 19% 17% 20% 24% 26% 29% 31% Less: CapEx (16) (20) (20) (21) (22) Less: Change in NWC 10 (2) (5) (10) (6) Less: Stock-based Compensation Expenses(2) (26) (40) (45) (37) (36) Less: Net Cash Interest Expense (41) (52) (50) (48) (43) Less: Other Cash Items(3) (18) (15) (18) (21) (28) Less: Cash Taxes - - - (2) (5) Levered Free Cash Flow(4) ($21) ($7) $9 $36 $68 Total Debt $645 $640 $573 $564 $528 $460 Cash Balance $150 $125 $50 $50 $50 $50 Leverage Statistics Total Debt / LTM Adj. EBITDA 7.5x 7.2x 4.7x 3.9x 3.0x 2.2x Net Debt / LTM Adj. EBITDA 5.8x 5.8x 4.3x 3.5x 2.7x 2.0x LTM Adj. EBITDA / Interest Expense 1.6x 2.3x 2.9x 3.7x 4.8x % of Total Debt Repaid 1% 11% 13% 18% 29% % of Cumulative Free Cash Flow / Net Debt (4%) (6%) (4%) 3% 17% Source(s): Historicals per Company Filings. CY25E to CY27E based on Consensus Estimates then CY28E-CY29E based on highly preliminary extrapolation. 1. Excludes management estimated public company costs. 2. Assumes 50% reduction of stock-based compensation expenses post transaction. 3. Other cash items includes cash impact of Provision For Doubtful Accounts and Supplier Advances. 4. Levered cash flow does not include non-operating item related to stock donation. Preliminary Illustrative Leveraged Buyout Paydown

 

 

 

 

Premiums Paid for Precedent Technology Transactions Source(s): FactSet, Company Filings, and Market Data since 2020 for US domiciled targets with Enterprise Value between $1.0-4.0bn and all-cash consideration. VWAP Premium Target Acquiror Acquisition Price Date Announced 30 Days 90 Days 180 Days 52-Week High Paycor HCM, Inc. Paychex, Inc. $22.50 1/7/2025 21% 19% 38% 55% 5% Zuora GIC; Silver Lake $10.00 10/17/2024 18% 14% 15% 15% (15%) Model N Vista Equity Partners $30.00 4/8/2024 11% 22% 23% 10% (30%) Vizio Walmart $11.50 2/20/2024 47% 56% 72% 74% 12% Everbridge Thoma Bravo $35.00 2/5/2024 47% 54% 61% 49% (0%) EngageSmart Vista Equity Partners; General Atlantic $23.00 10/23/2023 23% 30% 28% 25% 3% NextGen Healthcare Thoma Bravo $23.95 9/6/2023 46% 45% 46% 38% 15% Avid Technology STG Partners $27.05 8/9/2023 32% 13% 0% 3% (19%) Momentive Global STG Partners $9.46 3/13/2023 46% 53% 22% (20%) (62%) Sumo Logic Francisco Partners $12.05 2/9/2023 57% 50% 56% 54% (5%) Duck Creek Technologies Vista Equity Partners $19.00 1/9/2023 46% 63% 63% 33% (35%) ForgeRock Thoma Bravo $23.25 10/11/2022 53% 44% 20% 26% (32%) Billtrust EQT Partners $9.50 9/28/2022 65% 43% 64% 56% (13%) Computer Services Centerbridge; Bridgeport Partners; CFT Capital $58.00 8/20/2022 53% 54% 47% 35% (3%) Ping Identity Thoma Bravo $28.50 8/3/2022 63% 54% 29% 29% (6%) Covetrus TPG; CD&R; Covetrus $21.00 5/20/2022 17% 35% 26% 18% (26%) Plantronics HP $40.00 3/28/2022 47% 47% 44% 40% (6%) Houghton Mifflin Veritas Capital $21.00 2/22/2022 36% 35% 38% 63% 21% Vocera Communications Stryker $79.25 1/6/2022 27% 28% 43% 65% 18% Bottomline Technologies Thoma Bravo $57.00 12/17/2021 42% 41% 43% 38% 5% QAD Thoma Bravo $87.50 6/28/2021 20% 21% 24% 34% 11% Sykes Enterprises Sitel Worldwide $54.00 6/18/2021 31% 29% 25% 34% 17% NIC Tyler Technologies $34.00 2/10/2021 14% 22% 35% 44% 14% Cubic Veritas Capital; Evergreen $75.00 2/8/2021 69% 64% 67% 63% 0% Glu Mobile Electronic Arts $12.50 2/8/2021 36% 36% 44% 44% 19% Pluralsight Vista Equity; Partners Group $22.50 12/13/2020 40% 34% 22% 35% 1% MTS Systems Amphenol $58.50 12/9/2020 52% 77% 125% 176% 12% Endurance International Group Clearlake Capital $9.50 11/2/2020 79% 65% 93% 142% 45% Virtusa Corp EQT $51.35 9/10/2020 27% 29% 55% 44% 3% Forescout Technologies Advent; Crosspoint Capital $29.00 2/6/2020 14% (4%) (13%) (20%) (37%) 1st Quartile 24% 28% 24% 27% (15%) Mean 39% 39% 42% 43% (3%) Median 41% 39% 40% 38% 0% 3rd Quartile 51% 54% 56% 54% 12%

 

 

 

 

Summary of Changes in Selected Comparable Transactions and DCF 1. Unchanged compared to the multiples used in 3/26 Board Presentation. Preliminary Precedented Transaction Multiples DCF Initial Board Meeting Selected Range 2024E Revenue (Dec LRP) 6.0x - 10.0x 2025E Revenue (Dec LRP) 4.0x - 8.0x 4/17 Selected Range(1) 2024A Revenue (Risk Adj. Proj.) 5.0x - 7.5x 2025E Revenue (Risk Adj. Proj.) 4.0x - 6.5x Initial Board Meeting Selected Range Terminal EV / LTM Adj. EBITDA (Dec LRP) 12.0x - 18.0x WACC Range 13.0% - 15.0% 4/17 Selected Range(1) Terminal EV / LTM Adj. EBITDA (Risk Adj. Proj.) 10.0x - 16.0x WACC Range 13.5% - 15.5% 32

 

 

 

 

Disclaimer The following pages contain material that was provided to the Board of Directors (the “Board”) of Virgil (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material was compiled or prepared on a confidential basis solely for consideration by the Board and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information contained in this material was obtained from the Company and/or publicly available sources, and Barclays has relied upon such information without independent verification thereof and does not assume any liability for any such information. These materials are being provided in connection with an actual corporate engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. 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