Blackstone Completes Acquisition of Ancestry®, Leading Online Family History Business, for $4.7 Billion

Blackstone

NEW YORK, December 4, 2020 — Blackstone (NYSE:BX) today announced that private equity funds managed by Blackstone (“Blackstone”) have completed their previously announced acquisition of Ancestry® from Silver Lake, GIC, Spectrum Equity, Permira, and other equity holders for a total enterprise value of $4.7 billion. Current Ancestry investor GIC will continue to retain a significant minority stake in the company.

Ancestry is the global leader in digital family history services, operating in more than 30 countries. The company has over 3.6 million subscribers, with annual revenue of over $1 billion. The company harnesses the information found in family trees and historical records to help people gain a new level of understanding about their lives. Ancestry also operates a market-leading consumer genomics business, which informs consumers about their heritage and key health characteristics.

David Kestnbaum, a Senior Managing Director at Blackstone, and Sachin Bavishi, a Managing Director at Blackstone, said: “We are very excited about Ancestry’s future, as the company continues to demonstrate strong growth as the industry leader. We look forward to partnering with Ancestry in the years ahead to help the company further expand its product offerings and drive ongoing technology innovation so that an even greater number of families can discover more about their histories and themselves.”

Morgan Stanley & Co. LLC served as lead financial advisor to Ancestry. Barclays also served as a financial advisor to Ancestry. BofA Securities, Credit Suisse, and JPMorgan served as financial advisors to Blackstone. Latham & Watkins LLP is serving as legal advisor to Ancestry and Simpson Thacher & Bartlett LLP is serving as legal advisor to Blackstone. Dechert LLP is serving as legal advisor to GIC.

CEO Transition
Margo Georgiadis, Ancestry President & CEO, has announced that she has informed the board that she plans to depart the company at the end of 2020. The company expects to announce a new CEO in early 2021 who will drive the next phase of the company’s ongoing growth. Ms. Georgiadis will remain available for a period of time after her departure to assist in a smooth transition.

“I’m so proud of the collective accomplishments of the Ancestry team and am confident in the company’s continued success,” said Georgiadis. “In partnership with Blackstone and Ancestry’s deep bench of management talent, the company is well positioned for continued growth, delivering on its mission to empower journeys of personal discovery for millions of people around the world.”

Eric Wilmes, Head of Private Equity, Americas at GIC, and Stephen Evans, a Managing Director at Silver Lake, said, “Margo has made a tremendous impact on this organization, and we are grateful for her many contributions. She has created a best-in-class leadership team and led a process of rebuilding and strengthening our products and our business. On behalf of the entire board, we wish Margo the very best in her next chapter.”

About Blackstone
Blackstone is one of the world’s leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our $584 billion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.

About Ancestry®
Ancestry®, the global leader in family history and consumer genomics, empowers journeys of personal discovery to enrich lives. With our unparalleled collection of 27 billion records and over 18 million people in our growing DNA network, customers can discover their family story and gain actionable insights about their health and wellness. For over 30 years, we’ve built trusted relationships with millions of people who have chosen us as the platform for discovering, preserving and sharing the most important information about themselves and their families.

About GIC
GIC is a leading global investment firm established in 1981 to manage Singapore’s foreign reserves. A disciplined long-term value investor, GIC is uniquely positioned for investments across a wide range of asset classes, including equities, fixed income, private equity, real estate and infrastructure. In private equity, GIC invests through funds as well as directly in companies, partnering with its fund managers and management teams to help world class businesses achieve their objectives. Headquartered in Singapore, GIC employs over 1,700 people across 10 offices in key financial cities worldwide. For further information on GIC, visit www.gic.com.sg.

Press Contacts

For Blackstone:
Matt Anderson
Matthew.Anderson@blackstone.com
+1 518 248 7310

For Ancestry:
Julie Miller
mediarelations@ancestry.com
+858 232-5609

For GIC:
Katy Conrad
katyconrad@gic.com.sg

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FMG Suite Announces Strategic Acquisition of Twenty Over Ten

Aurora Capital

FMG Suite, a SaaS company specializing in marketing software and services for financial advisors and insurance agents, announced it has completed the acquisition of Twenty Over Ten, a company delivering a SaaS-based digital marketing platform for financial professionals.

“We’re impressed with what Twenty Over Ten has built in a relatively short time and we look forward to integrating our solutions to deliver the products and services we know are most sought after today by financial professionals, RIAs, and independent broker-dealers,” said Scott White, FMG Suite CEO. “This acquisition is a strategic investment in the future of our platform––websites that generate leads, personalized automations, and fully customizable content,” he added.

Marketing Technology News: Seismic Acquires Grapevine6 to Enable Digital Sales Engagement Across Multiple Customer-Facing Social Media and Digital Platforms

Known industry-wide for its innovative marketing strategies and solutions, Twenty Over Ten’s talented team of designers, developers, and marketers will be retained by FMG Suite. Together, the companies will pool their resources to offer financial advisors the most modern lead-generation and marketing solutions with award-winning client service.

“When we launched Twenty Over Ten, we had a simple desire to make beautiful professional websites for an industry that desperately needed it,” said Ryan Russell, Twenty Over Ten Co-Founder. “Four short years later, we have a large and growing community of engaged advisors and we take seriously our responsibility to continue to develop innovative solutions that redefine marketing in our industry. FMG Suite is a great next chapter in our story because the team shares our vision to give financial professionals the very best user experience and marketing tools to grow their businesses,” he added.

Marketing Technology News: AdTonos Launches Yours Truly Technology to Deliver Interactive Radio Ads

Twenty Over Ten will continue to operate its business as usual until plans are announced to integrate the companies’ best-of-breed solutions to better serve the industry. Every effort will be made to minimize business disruptions, and clients of both entities will benefit from combined capabilities, content, and campaigns to improve interactions with their investor clients at every stage.

“At Advisor Group, we pride ourselves on partnering with the best to deliver the highest value services and solutions to our advisors. Today we partner with both FMG Suite and Twenty Over Ten,” said Advisor Group CMO Susan Theder. “We can’t wait to see the level of innovation that will come from this pairing, as they combine their talents to deliver the next generation of advisor marketing solutions.”

With this agreement, FMG Suite will acquire Twenty Over Ten’s customer base, reinforcing its leading market share position. The sixth acquisition in four years, the purchase agreement represents a continuation of FMG Suite’s expansion strategy.

Flexera Agrees to Sell a Majority Interest to Thoma Bravo

TA associates

Leading software investor to acquire majority stake in Flexera a second time


Itasca, IL – December 3, 2020 Flexera, the company that helps organizations turn technology into a competitive advantage whether they make it or use it, today announced it has agreed to sell a majority interest in the company to Thoma Bravo, a private equity firm focused on the software and technology-enabled services sectors. Flexera’s existing shareholders TA Associates and Ontario Teachers’ Pension Plan Board (Ontario Teachers’) will continue to hold a meaningful stake in the business. Terms of the transaction were not disclosed.

Flexera, headquartered in suburban Chicago, uniquely serves companies that use technology and those that produce it. The company’s Flexera division provides IT management solutions that help enterprises maximize business value from their technology investments. The company’s Revenera division provides solutions that help technology companies build better products, accelerate time to value and monetize what matters.

Growth and innovation

“This is a resounding vote of confidence in the growth Flexera has shown and the strategic initiatives we’ve undertaken to address the exponential challenges faced by organizations today,” said Jim Ryan, President and CEO of Flexera.

“In order to give enterprises the insight and tools to control their rapidly expanding IT ecosystems, we’re rolling out Flexera One,” continued Ryan. “Flexera One is our SaaS-based IT management solution designed with and for organizations with highly complex hybrid environments. With Flexera One, IT leaders can visualize their entire estate and make data-driven IT decisions from on-premises to SaaS to the cloud—all from a single user interface.

“Our Revenera division continues to post amazing growth quarter after quarter,” Ryan added, “fueled by innovative solutions that help technology companies drive recurring revenue. To cite just one example, this year Revenera became the first vendor to successfully combine software usage analytics and monetization in a single platform.

“The performance of our Flexera and Revenera divisions,” noted Ryan, “brought our former investors at Thoma Bravo back a second time.”

Re-establishing a partnership

Thoma Bravo had previously acquired a majority interest in the company in 2008, when Flexera was spun off from then-parent company Macrovision. “We know Jim and his executive team very well,” said Thoma Bravo Managing Partner Seth Boro, “and we support Flexera’s ambitious vision. The company’s management team has accomplished a great deal over the past 12 years.

“Jim and his team have positioned Flexera for sustained growth by focusing on the strategic challenges enterprises face with complex IT infrastructures,” Boro continued. “Flexera One is the first solution that gives IT executives the ability to see and manage their assets seamlessly across on-premises, SaaS and cloud.

“And the Revenera division is extremely successful at recognizing and delivering what technology companies need to understand and monetize usage,” Boro added.

“We’re thrilled at this chance to ‘get the band back together,’” concluded Boro. “And we want all this great work not only to continue, but to accelerate.”

A future full of promise

Thoma Bravo has helped build some of the world’s leading companies in software applications, infrastructure and cybersecurity.

Flexera is the largest homegrown technology company in the Chicago area, with more than 1,300 employees and offices on four continents. The company was named to Inc. magazine’s 2020 Best Workplaces list and has been named a Top Workplace by the Chicago Tribune for nine consecutive years.

“We have had a productive partnership with Flexera over the last nine years during which time the company has become a leader in its key segments while experiencing consistent growth in recurring revenue and profitability,” said Karen Frank, Senior Managing Director of Equities at Ontario Teachers’. “We look forward to working with the company’s management and our co-shareholders Thoma Bravo and TA Associates in supporting Flexera’s next stage of growth.”

“It is a pleasure to welcome Thoma Bravo as an investor in Flexera,” said Harry D. Taylor, a Managing Director at TA Associates. “We have enjoyed our partnership with the Flexera management team and Ontario Teachers’ over the past three years, helping Flexera to execute on its impressive growth strategies. We look forward to continuing to support the Flexera team and work alongside our fellow investors.”

“We’re grateful for the continued partnership, support and guidance TA Associates and Ontario Teachers’ provide,” Ryan stated. “And we look forward to this exciting next step with Thoma Bravo and to expanding the ways we will deliver for our customers.”

UBS is acting as financial advisor to Thoma Bravo, and Kirkland & Ellis is serving as legal counsel. BofA Securities and Barclays are acting as financial advisors, and Weil, Gotshal & Manges as legal advisor to Flexera, TA Associates and Ontario Teachers’. Goodwin Procter is serving as separate counsel to TA Associates.

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Benevity announces investment from Hg to continue to strengthen corporate purpose globally

HG Capital

CALGARY, AB, Canada and London, UK: 3 December 2020 – Benevity, Inc. (“Benevity”), a global leader in corporate purpose cloud software, today announces that it has secured an investment from Hg, a leading global software investor. Hg’s investment is expected to further accelerate and scale Benevity’s pioneering leadership in this category.

Hg will lead the investment, which will be made from the Hg Saturn 2 Fund, in partnership with Benevity’s current investors, General Atlantic and JMI Equity, who will remain significant investors in the business, alongside the Benevity management team.

This investment comes at a time when ESG (Environment, Social, Governance), corporate purpose and stakeholder capitalism are taking root in companies of all sizes across the globe and as employee, consumer and public expectations grow for business to help solve the complex issues facing society. Benevity’s all-in-one, global platform enables purpose-driven brands to engage these stakeholders in supporting the causes and issues they care about through a database of nearly 2 million vetted nonprofit organizations worldwide.

The Benevity platform has driven more than 34 million hours in volunteer time and talent, 275,000 positive actions, over one million grants and more than $6 billion in donations to date. Benevity’s 650 clients and their 19 million employees support issues ranging from food insecurity, human rights, diversity and inclusion, racial equity, mental health — and everything in between. Around half of the businesses named on the 2021 Forbes Just 100 Ranking – which recognizes “America’s Most JUST Companies” – use Benevity to power their corporate purpose programs[1].

Benevity has helped transform the nonprofit sector from manual processing, technological lag and fragmentation to automation, aggregation and efficiency. With 90% of all donation funds being sent electronically to nonprofits, Benevity boasts the highest payment success rate in the industry, ensuring that more dollars reach those in need, more accurately and reliably than any other software provider.

“For the last decade, Benevity has been transforming the way businesses engage stakeholders in social impact initiatives, evolving them from passively transactional investments to empowered, personalized experiences.

By embracing a grassroots approach to goodness — that is supported by scalable software — companies create more meaningful purpose-driven cultures and consumer-facing brands, helping them truly do well by doing good. We are thrilled to have Hg on board, whose global profile and expertise in software and SaaS will enable us to scale our reach to even more companies across a spectrum of industries, sizes and geographies, helping more people create a sense of connection to purpose and impact than ever before.”

Bryan de Lottinville, Benevity Founder and CEO.

“It is truly exciting to partner with an organization that enables such positive impact to society, and we passionately believe in what Bryan, Kelly and their team are creating. Benevity is already a robust, high-growth business with a trusted platform for some of the world’s largest global brands looking to boost their purpose-driven activities. We look forward to working with the team to become even more pervasive and impactful.”

Nic Humphries, Senior Partner and Head of the Hg Saturn team

“Benevity has created a system of giving, volunteering and mission engagement that is more impactful and efficient for the business world, driving up employee participation rates, increasing employee engagement and retention, and resulting in higher impact to those in society that need it most. It’s great to be backing another business based in North America and we look forward to using our experience in scaling software champions, to reinforce their mission across the globe.”

The Saturn team’s Justin Von Simson, Managing Partner, Thorsten Toepfer, Partner and Gero Wittemann, Partner and co-lead of Hg’s New York team

“We are strong believers in Benevity’s mission to empower enterprises and employees alike to support the causes they care about. Over the three years of our partnership with Benevity, the company has demonstrated the resonance of its platform as it has added premier clients – becoming the backbone for their corporate giving and employee engagement programs – and enabled giving on a global scale. We are proud to welcome a trusted partner in Hg in the company’s next phase of growth.”

Alex Crisses, Managing Director at General Atlantic

The terms of the transaction were not disclosed and closing of the transaction is expected in January 2021.

For further details:

Hg
Tom Eckersley
+44 (0)20 8396 0930

Brunswick UK
Diana Vaughton and Samantha Chiene
+44 (0)207 404 5959

Brunswick US
Alex Yankus and Harry Mayfield
+1 917 818 5204
HG@brunswickgroup.com

Benevity
Amanda Orr (Kickstart, USA)
+1 323 601 5734
press@benevity.com

About Hg

Hg is a leading European investor in software and services, focused on backing businesses that change how we all do business. Deep technology expertise, complemented by vertical application specialisation and dedicated operational support, provides a compelling proposition to management teams looking to scale their businesses. Hg has funds under management of over $30 billion, with an investment team of over 140 professionals, plus a portfolio team of more than 30 operators, providing practical support to help our businesses to realise their growth ambitions. Based in London, Munich and New York, Hg has a portfolio of over 30 software and technology businesses, worth over $50 billion aggregate enterprise value, with over 35,000 employees globally. For further details, please visit the Hg website: https://hgcapital.com/.

About Benevity

Benevity, a certified B Corporation, is a leader in global corporate purpose software, providing the only integrated suite of community investment and employee, customer and nonprofit engagement solutions. A finalist in Fast Company’s 2020 World Changing Ideas Awards, many iconic brands rely on Benevity’s cloud solutions to power their purpose in ways that better attract, retain and engage today’s diverse workforce, embed social action into their customer experiences and positively impact their communities. With software that is available in 20 languages, Benevity has processed more than 6 billion dollars in donations and 34 million hours of volunteering time, 275,000 positive actions and awarded over one million grants to 300,000 nonprofitsworldwide. For more information, visit www.benevity.com.

About General Atlantic

General Atlantic is a leading global growth equity firm providing capital and strategic support for growth companies. Established in 1980, General Atlantic combines a collaborative global approach, sector specific expertise, a long-term investment horizon and a deep understanding of growth drivers to partner with great entrepreneurs and management teams to build market-leading businesses worldwide. General Atlantic has more than 175 investment professionals based in New York, Amsterdam, Beijing, Greenwich, Hong Kong, Jakarta, London, Mexico City, Mumbai, Munich, Palo Alto, São Paulo, Shanghai and Singapore. For more information on General Atlantic, please visit the website: www.generalatlantic.com.

About JMI Equity

JMI Equity is a growth equity firm focused on investing in leading software companies. Founded in 1992, JMI has invested in over 150 businesses in its target markets, successfully completed over 100 exits and raised more than $4 billion of committed capital. JMI partners with exceptional management teams to help build their companies into industry leaders. For more information visit jmi.com.


[1] 47 Benevity Clients Make 2021 Forbes JUST 100 List of America’s Most JUST Companies: https://www.benevity.com/media/press-releases/2021-JUST-100

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Eurazeo signs an agreement to acquire the Johnson Estate in London

Eurazeo

Paris, 3 December 2020

Eurazeo Patrimoine, the real assets division of the Group, has reached an agreement with Derwent London for the acquisition of the Johnson Estate (“the Estate”), an office complex of 4 adjacent buildings – including The Johnson Building – and totaling 194,000 sq ft (18,000 sqm).
The buildings are located in the Farringdon district, an up and coming area for office space especially appealing to tenants from the fast-growing TMT sector. It is only a 4-minute walk from the Farringdon Over- and Underground train station which will soon, with the inauguration of the Elizabeth Line, be part of London’s Crossrail network.

The Estate will be the second investment of the partnership set up with Arax Properties in March 2019 with the acquisition of Euston House, a multi-let office building totaling 119,000 sq ft (11,000 sqm) located in Central London. Eurazeo equity investment commitment amounts to around €80 million. It is 94%-leased, therefore generating day-1 income with a strong rental reversion potential. The partners will actively manage and invest in the asset to fully capture the Estate’s rental potential.
Renaud Haberkorn, Managing Partner of Eurazeo, Head of Eurazeo Patrimoine, said:

“This second acquisition in London reflects our capacity to source opportunities in complex environments and our strong convictions in the London real estate market which we believe offers today very interesting value opportunities. The Johnson Estate features significant upside potential associated with a safety net arising from day-1 income generation and we will endeavor to capture rental reversion in the coming years for this well connected property which is ideally located for companies from the fast-growing TMT sector.”

Giles Morse, Partner of Arax Properties, said:
“Arax Properties is delighted to be undertaking this investment with our partners Eurazeo Patrimoine. As with Euston House, the Johnson Estate offers the joint venture the ability to capture the momentum of a burgeoning submarket with improving infrastructure whilst having excellent downside protection. We look forward to another successful partnership.”

About Eurazeo
Eurazeo is a leading global investment company, with a diversified portfolio of €18.8 billion in assets under management, including €13.3 billion from third parties, invested in over 430 companies. With its considerable private equity, real estate and private debt expertise, Eurazeo accompanies companies of all sizes, supporting their development through the commitment of its nearly 300 professionals and by offering in-depth sector expertise, a gateway to global markets, and a responsible and stable foothold for transformational growth. Its solid institutional and family shareholder base, robust financial structure free of structural debt, and flexible investment horizon enable Eurazeo to support its companies over the long term.

Eurazeo has offices in Paris, New York, Sao Paulo, Seoul, Shanghai, Singapore, London, Luxembourg, Frankfurt, Berlin and Madrid.
Eurazeo is listed on Euronext Paris.
ISIN: FR0000121121 – Bloomberg: RF FP – Reuters: EURA.PA
EURAZEO

EURAZEO CONTACTS

PIERRE BERNARDIN
HEAD OF INVESTOR RELATIONS
email: pbernardin@eurazeo.com
Tel: +33 (0)1 44 15 16 76

VIRGINIE CHRISTNACHT
HEAD OF COMMUNICATIONS
mail: vchristnacht@eurazeo.com
Tel:
+33 (0)1 44 15 76 44

PRESS CONTACT

MAITLAND/amo
DAVID STURKEN
mail:
dsturken@maitland.co.uk
Tel: +
44 ( 7990 595 913

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NuWave Solutions Acquires BigBear, a Leading Provider of Big Data Analytics Solutions to the National Security Community

Ae Industrial Partners

NuWave Solutions Acquires BigBear, a Leading Provider of
Big Data Analytics Solutions to the National Security Community

WASHINGTON DC, December 3, 2020 – NuWave Solutions (“NuWave”), a leading provider of data management, advanced analytics, artificial intelligence, cloud solutions and technologies to the federal government, announced today that it has acquired BigBear Inc. (“BigBear” or “the Company”), a leading provider of cloud-based big data analytics solutions to the national security community within the U.S. Government. Terms of the transaction were not disclosed.

This is the first acquisition completed by NuWave since being acquired by AE Industrial Partners, LP (“AEI”) in June 2020. AEI is a private equity firm specializing in Aerospace, Defense & Government Services, Power Generation, and Specialty Industrial markets.

Founded in 2008, BigBear specializes in big data computing and analytics, cloud computing, artificial intelligence, machine learning, geospatial information systems, data mining and systems engineering to customers in the U.S. defense and intelligence communities. The Company combines comprehensive technology solutions with its BigBear Platform to create entirely private, secure, and unique cloud environments that helps organizations enable big data computing, machine learning and improved decision-making while better managing risk. BigBear specializes in helping customers make sense of their data by delivering the most advanced customized data analytics solutions available today. BigBear is headquartered in San Diego, California, with additional offices in Reston, Virginia and Charlottesville, Virginia.

“BigBear’s data and analytics solutions bolster our existing capabilities to address the entire spectrum of information superiority,” said Dr. Reggie Brothers, CEO of NuWave. “Making better decisions from data while mitigating risk is a top priority for our government customers, and we look forward to working with the BigBear team as we supplement our capabilities to meet growing demand.”

“NuWave is building a unique business and we are excited to be a part of a larger company that shares the same culture of innovation and mission focus,” said BigBear CEO Frank Porcelli, who will remain with the Company. “We are enthusiastic for the opportunities we can pursue together moving forward.”

Brian Levy, President and CTO of BigBear, who will also remain with the Company added, “This partnership enables us to diversify our capabilities across a broad collection of mission partners and commercial markets, allowing us to offer our customers differentiated, end-to-end solutions.”

“When AEI invested in NuWave earlier this year, we stated our commitment to build a world-class advanced analytics and artificial intelligence platform, and the addition of BigBear is a great first step in that journey,” said Jeffrey Hart, Principal at AEI. “We remain focused on adding more companies with specialized technology that complement NuWave’s existing capabilities and expand its roster of premier government customers.”

“Predictive technologies and data analytics are critical in helping government organizations reduce risk and identify opportunities,” said Kirk Konert, Partner at AEI. “We believe NuWave is well positioned to take advantage of these growing demands.”

Akerman LLP served as legal advisor and Ernst & Young LLP served as financial advisor to NuWave. King & Spalding LLP and Foundry General Counsel, PLLC served as legal advisors and Baird served as financial advisor to BigBear.

About NuWave
Based in the Washington, D.C. metro area, NuWave is a leading provider of data management, advanced analytics, artificial intelligence, machine learning, and cloud solutions that delivers anticipatory intelligence and advanced decision support solutions and technologies to the U.S. Government. NuWave provides innovative, customized solutions through development, selection, and integration of leading technologies. NuWave has unmatched expertise in advanced technologies across the analytics and data management lifecycle and applies its expertise and teamwork to give customers the ability to solve complex problems, communicate, and manage information. For more information, please visit https://www.nuwavesolutions.com.

About BigBear
BigBear, Inc. is a leading provider of cloud-based, big data and analytics solutions for government customers, helping them make sense of big data. The Company specializes in big data computing and analytics, cloud computing, artificial intelligence, machine learning, geospatial information systems, data mining and systems engineering. To learn more about BigBear, visit: http://bigbear.io.

About AE Industrial Partners
AE Industrial Partners is a private equity firm specializing in Aerospace, Defense & Government Services, Power Generation, and Specialty Industrial markets. AE Industrial Partners invests in market-leading companies that can benefit from its deep industry knowledge, operating experience, and relationships throughout its target markets. AE Industrial Partners is a signatory to the United Nations Principles for Responsible Investing. Learn more at www.aeroequity.com.

# # #

CONTACT:
Lambert & Co.
Jennifer Hurson
(845) 507-0571
jhurson@lambert.com

or

Caroline Luz
(203) 656-2829
cluz@lambert.com

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Silversmith Capital Partners Expands Advisory Board with Addition of Mike Volpe as New Senior Advisor

Silversmith Capital Partners, a growth equity firm focused on supporting the best entrepreneurs in technology and healthcare, today announced that Mike Volpe, CEO of Lola.com, has joined the firm as a Senior Advisor. With an extensive background leading marketing at high-growth technology companies, Mike will provide strategic value-add to the Silversmith portfolio as they accelerate their growth as well as support due diligence on new investments.

“We have a long-shared history with Mike that goes back decades as a friend, fellow board member and co-investor,” said Jim Quagliaroli, Managing Partner of Silversmith. “Mike was the first person we asked to join the board at Validity at the time of our investment in 2018, and since that time he has joined us as a co-investor in other founder-led companies we have backed, including Appfire. We are excited to now have him join us as a Senior Advisor.  His background will be a significant asset to the Silversmith portfolio as they develop and implement impactful go-to-market strategies.”

Mike is a highly regarded executive with over 20 years of marketing leadership experience in the technology sector. He is active in the Boston SaaS and startup communities as a member of the board of directors of Validity (a Silversmith portfolio company) and Privy, and as an angel investor in more than 30 startups. Mike has served as a strategic individual investor in multiple investments across Silversmith’s first, second, and third funds.

Mike is currently the CEO at Lola.com, a corporate travel SaaS platform that helps companies stop wasting time and start saving money on their business travel programs. Previously he was CMO at Cybereason, a cybersecurity SaaS company, where he helped the company increase its sales pipeline by 650% in a single year and grow revenue by 5x during his tenure. Mike was also part of the founding team at HubSpot, where he spent eight years growing the company from five people to over 1,000 employees, $175 million in revenue, and a successful IPO. He holds an MBA from the MIT Sloan School of Management and a BA from Bowdoin College.

About Silversmith Capital Partners

Founded in 2015, Silversmith Capital Partners is a Boston-based growth equity firm with $2.0 billion of capital under management. Silversmith’s mission is to partner with and support the best entrepreneurs in growing, profitable technology and healthcare companies. Representative investments include ActiveCampaign, Appfire, Centauri Health Solutions, DistroKid, Impact, LifeStance Health, MediQuant, Panalgo, Unily, Validity, and Webflow. The partners have over 75 years of collective investing experience and have served on the boards of numerous successful growth companies including ABILITY Network, Archer Technologies, Dealer.com, Liazon, Liberty Dialysis, MedHOK, Net Health, Passport Health, SurveyMonkey, and Wrike. For more information about Silversmith, please visit www.silversmithcapital.com.

For media Inquiries, please contact:

Kate Castle

Chief Marketing Officer

Silversmith Capital Partners

P: 617.670.4345

kate@silversmithcapital.com

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Sovereign backs the management team of digital transformation provider Zenitech

Sovereign Capital Partners, the UK private equity Buy & Build specialist, is delighted to announce that it has completed a significant investment in Zenitech, a successful strategic business consulting and technology services provider. Sovereign has partnered with Zenitech’s management team to significantly scale the business to meet the increasing demand for its services in this rapidly growing UK and international market.

News

Zenitech provides consulting, technology and product innovation services with a focus on building and scaling mission-critical products and systems for blue-chip clients. The company empowers its clients to future proof their businesses by providing end-to-end digital transformation capabilities to create new digital products, increase revenue and market share, streamline operations and reduce costs.

Established in 2015, the business has c.200 employees across three offices in the UK, Romania and Lithuania. The successful combination of Zenitech’s high-quality strategic consultancy and technical software development capabilities is reflected in its rapidly growing and deeply embedded multi-year client relationships.

Sovereign is backing the founders of the business Christopher Lacy-Hulbert, formerly Director of Engineering at Yahoo, Edward Batrouni, previously Senior Head of Technology Outsourcing at Betfair and Associate Director at CapGemini, and Csaba Suket, formerly Director of Technology at Betfair. The team have a deep level of industry experience and a proven track record of delivering their strategic plans.

Jonathan Thorne, Director, Sovereign Capital Partners said: ‘We are delighted to be backing this highly capable and entrepreneurial management team who we have got to know over the last three years. Zenitech operates in a high growth and fragmented market, with digital transformation becoming of ever-increasing strategic importance to businesses. Given the outstanding quality of Zenitech’s proposition we believe its success to date is set to continue into the future, and we look forward to supporting Christo, Ed and Csaba to deliver the company’s next stage of growth.’

Edward Batrouni, co-founder of Zenitech commented: ‘We have come a long way since we set up our business just five years ago. This is an exciting market and we have achieved fast yet solid growth without compromise to the quality of our offering. We have the privilege of working with fantastic clients that value the services we provide. This was the right time for us to seek an investor and in Sovereign we believe we have found a partner that will help us to further scale and develop our services to help clients meet their own business goals and ambitions.’

Christopher Lacy-Hulbert, Zenitech co-founder said of the transaction: ‘This is a huge milestone for us and really helps to set the foundation for an ambitious programme of growth and expansion. We are committed to maintaining an extremely high bar in both calibre and quality of expertise within our business. Investing in the right parts of our company will allow us to do that as we bring our offering to even larger, mission critical customers.’

Nesco Holdings to Acquire Custom Truck One Source and Create Leading Specialty Rental Equipment Company in Partnership with Platinum Equity

Platinum

Press Release · December 03, 2020

Transformative transaction resulting in greater scale and enhanced depth and breadth of products and services to better serve highly attractive infrastructure-related end-market customers

Platinum Equity, the premier financial sponsor in the specialty rental equipment industry, has committed to invest over $850 million in Nesco and will hold a majority interest in the combined company

Nesco lead investors, Energy Capital Partners and Capitol Investment, and existing CTOS lead investor, Blackstone, to remain ongoing shareholders in partnership with Platinum Equity

Combination significantly reduces leverage, includes material synergies and substantially enhances both corporate and public market liquidity

Fort Wayne, Indiana – December 3, 2020 – Nesco Holdings, Inc. (NYSE: NSCO, “Nesco” or the “Company”) today announced it has entered into a definitive agreement to acquire Custom Truck One Source (“CTOS”) for a purchase price of $1.475 billion. Nesco and CTOS are leading providers of specialized truck and heavy equipment solutions including rental, sales and aftermarket parts and service.

The combination will create a leading, one-stop-shop provider of specialty rental equipment serving highly attractive and growing infrastructure end-markets, including transmission and distribution (“T&D”), the 5G revolution build-out and critical rail and other national infrastructure initiatives. With complementary business lines, customer bases and capabilities, the combination is expected to yield significant benefits from increased scale, breadth of product and service offerings and expanded geographic coverage. Following closing, the combined company will have a more attractive financial profile with significantly reduced leverage and enhanced liquidity providing flexibility to address anticipated demand in the large and growing addressable market in which it operates.

In connection with the transaction, an affiliate of Platinum Equity, LLC (“Platinum”) has committed to invest over $850 million into Nesco in exchange for newly issued common stock at a price of $5.00 per share. In addition, existing CTOS shareholders, including certain funds managed by The Blackstone Group, Inc. (“Blackstone”), in its capacity as the current majority owner of CTOS, and certain members of the CTOS management team, are expected to invest approximately $100 million into Nesco in exchange for newly issued common stock also at the same price as Platinum. Energy Capital Partners (“ECP”) and Capitol Investment (“Capitol”), who together currently own ~70% of Nesco’s outstanding common stock, will retain their entire ownership positions in Nesco and have entered into voting agreements in support of the transaction. Subject to closing mechanics and an additional equity investment of up to $200 million, upon closing, Platinum is expected to own approximately 57% of Nesco’s common stock, with existing CTOS shareholders owning approximately 7%, ECP owning approximately 10% and Capitol owning approximately 3%. The additional equity investment of up to $200 million is targeted to be raised between signing and closing with a Platinum backstop for $100 million.

There will be approximately 259 million shares outstanding at closing assuming the full $200 million of additional equity is raised.  The transaction is anticipated to also be financed with a new $750 million ABL, of which approximately $400 million will be drawn at closing, and $900 million of high yield notes.  Pro forma net debt at closing is projected to be approximately $1.3 billion.

“Since Capitol’s investment in Nesco last year, our number one strategic priority has been to find a way to bring these two companies together, given the significant value inherent in the combination. With enhanced scale, a broader set of capabilities and vastly improved financial flexibility, we believe the new company will be distinctively well-positioned to take advantage of the anticipated growth in critical U.S. infrastructure efforts in energy, telecom and rail over the near term and beyond,” said Mark Ein, Chairman & CEO of Capitol and Vice Chairman of Nesco. “We are very pleased to partner with Platinum given its deep knowledge and strong track record in the equipment rental industry, as well as the existing CTOS shareholders led by Blackstone. Together with Platinum and our other co-investors and the combined company’s Board and management team, we look forward to capturing the meaningful upside opportunities that lie ahead.”

“This is a powerful team of investors coming together to create value,” said Tom Gores, Chairman and CEO of Platinum Equity. “We will deploy our industry knowledge and global operating expertise to maximize the potential of this investment.”

Platinum Equity was previously the majority owner of Nesco from 2011 to 2014, and has been a long-time, successful investor in a wide range of specialty rental businesses.

“This is a powerful team of investors coming together to create value,” said Tom Gores, Chairman and CEO of Platinum Equity. “We will deploy our industry knowledge and global operating expertise to maximize the potential of this investment.”

“We know these companies and the industry extremely well and we have a well-defined playbook for creating value in this space,” said Louis Samson, Partner at Platinum Equity. “We also have a deep bench of operations professionals specialized in merger integration and business transformation who will help bring Nesco and CTOS together, building on the best attributes of each. We expect the combination will create a compelling industrial growth company with strong fundamentals and multiple ways to drive EBITDA organically or through additional M&A.”

“We are excited to bring together our complementary companies to provide a full range of solutions to our customers,” said Fred Ross, Chief Executive Officer of CTOS. “I want to thank our dedicated employees for all that they do each day. Looking ahead, as a combined company, we will be very well positioned to capitalize on a broad range of growth opportunities and better serve our customers’ specialty rental equipment needs on a national basis. We look forward to working together with the Nesco team to realize substantial synergies that will create meaningful value for all our stakeholders.”

John-Paul (JP) Munfa, Managing Director at Blackstone, added, “We at Blackstone are proud to have played a role in the establishment of CTOS, in partnership with Fred Ross and other CTOS shareholders, and have seen the company more than double in size during our ownership. We believe the additional scale and public market access provided by the transaction are the next logical step in the company’s evolution, and we are pleased to invest in a transaction carrying significant commercial benefits for the company’s customers, in partnership with Platinum, Capitol, ECP and Nesco’s existing shareholders.”

“This combination will create new opportunities for our company, our employees and the customers we serve,” said Lee Jacobson, Chief Executive Officer of Nesco. “Nesco and CTOS are a perfect fit and together will be well positioned to pursue numerous opportunities in the rapidly growing specialty rental segment. We couldn’t have reached this milestone without the hard work of our team, and we look forward to working together with CTOS to ensure a seamless transition.”

Strategic Combination Creates a Compelling Industrial Growth Company

  • Enhanced value proposition to customers through “one-stop-shop” national platform. The combined company will offer customers a full suite of solutions across the specialty rental equipment value chain, including equipment rental, new sales, used sales, aftermarket parts and service and retail parts, tools and accessories. Together, the combined company will operate on a national scale with over 1,800 employees, 46 company-operated locations and a rental fleet that will be nearly double in size with almost 9,000 units and more than $1.3 billion in combined original equipment cost (“OEC”).
  • Favorable exposure to highly attractive end-markets with strong fundamentals. The combined company’s core end-markets will include T&D, telecom, rail and infrastructure, all of which benefit from strong secular growth and macro mega trends, as well as limited downside cyclicality. The combined company’s increased scale and national presence will provide significant opportunities to further penetrate new and existing customers across geographies and end-markets.
  • Integrated platform with scale and differentiated offerings. The combination will create a unique business model that should drive a better customer experience and a significant increase in the number and breadth of rental assets available. With a substantially increased rental fleet, scale-enabled purchasing benefits, maximum production and customization flexibility and a well-established new and used sales business, the new company will be better positioned to serve customers and win business.
  • Significant anticipated cost synergies with additional revenue upside opportunities. Nesco and CTOS expect to achieve approximately $50 million in run-rate annual cost synergies within two years of closing. Cost savings are expected to be realized through back office consolidation, procurement and SG&A efficiencies and service and production optimization. The combined company also expects additional upside opportunities from identified revenue synergies via expanded service offerings and cross-selling opportunities and fleet synergies.
  • Compelling financial profile with strong momentum and ample flexibility. The combined company expects to deliver pro forma 2020 adjusted EBITDA of approximately $337 million including run-rate cost synergies and pro forma 2021 adjusted EBITDA of $380 million to $400 million including run-rate cost synergies, as well as meaningful free cash flow as core end-market activity continues to grow. At closing, the combined company expects to benefit from more than $300 million in liquidity and a reduction in net leverage from 6.3x to 3.9x, based on last twelve months ended September 30, 2020 adjusted EBITDA including run-rate cost synergies.

Leadership and Headquarters

At closing, the Nesco Board of Directors will be reconstituted such that Blackstone, ECP and Capitol each retain one board seat and Platinum holds majority voting power of the Board. Together, the parties will work to drive value for all shareholders.

Mr. Ross is expected to serve as CEO of the combined business. The combined company will be headquartered at the CTOS campus in Kansas City with significant operations maintained in Indiana. Additional details, including plans for integrating the respective brands, will be addressed post close by a transition team comprising representatives from each of the companies.

Approvals

The transaction has been unanimously approved by the Nesco Board of Directors and is expected to close in the first quarter of 2021, subject to shareholder approval and other customary conditions. ECP and Capitol have entered into voting agreements in support of the transaction.

Advisors

J.P. Morgan Securities LLC is serving as financial advisor to Nesco and Latham & Watkins LLP is serving as legal counsel. Citi is serving as financial advisor to CTOS and Kirkland & Ellis LLP is serving as legal counsel.

Debt financing commitments have been obtained by Bank of America, who will be leading the financing.
Hughes Hubbard & Reed LLP is serving as legal counsel to Platinum.

Conference Call and Webcast

Representatives of Nesco, CTOS, Capitol and Platinum will host a conference call today, December 3, 2020, at 8:30 a.m. ET to discuss the transaction. The conference call can be accessed by dialing +1 877-524-8416 (U.S. and Canada only) or +1 412-902-1028.

A live webcast of the conference call will be available on the investor relations section of Nesco’s website at https://investors.nescospecialty.com/events-and-presentations/default.aspx#upcoming-events.

ABOUT NESCO

Nesco is one of the largest providers of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets in North America. Nesco offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems. Nesco’s coast-to-coast rental fleet of more than 4,000 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools and accessories. For more information, please visit investors.nescospecialty.com.

ABOUT CUSTOM TRUCK ONE SOURCE

CTOS is a leading provider of specialized truck and heavy equipment solutions to the utility, telecommunications, rail and infrastructure markets in North America. CTOS solutions include rentals, sales, aftermarket parts and service, equipment production, manufacturing, financing solutions, and asset disposal. With vast equipment breadth, CTOS’ team of experts service its customers across an integrated network of 26 locations across North America. For more information, please visit www.customtruck.com.
Additional Information About the Acquisition and Where to Find It
This communication is being made in respect of the proposed acquisition of CTOS by Nesco. A special meeting of the stockholders of Nesco will be announced as promptly as practicable to seek stockholder approval in connection with the proposed acquisition. Nesco expects to file with the Securities and Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with the proposed acquisition. The definitive proxy statement will be sent or given to the stockholders of Nesco and will contain important information about the proposed transaction and related matters. INVESTORS AND STOCKHOLDERS OF NESCO ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NESCO, CTOS AND THE ACQUISITION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Nesco with the SEC at the SEC’s website at www.sec.gov, at Nesco’s website at www.nescospecialty.com or by sending a written request to Nesco Holdings, Inc., 6714 Pointe Inverness Way, Suite 220, Fort Wayne, Indiana 46804, Attention: Chief Financial Officer and Secretary.
Participants in the Solicitation
Nesco and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the acquisition.  Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Nesco’s stockholders in connection with the acquisition will be set forth in Nesco’s definitive proxy statement for its special stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the acquisition will be set forth in the definitive proxy statement when it is filed with the SEC in connection with the acquisition. You can find information about Nesco’s directors and executive officers in Nesco’s filings with the SEC, including Nesco’s definitive proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on May 1, 2020.
Forward-Looking Statements
Certain statements contained in this communication may be considered forward-looking statements within the meaning of U.S. securities laws, including section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction and the ability to consummate the proposed transaction. When used in this communication, the words “potential,” “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Nesco’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the ability to consummate the acquisition of CTOS and to integrate the acquisition into the Nesco business; failure to obtain necessary stockholder and regulatory approvals or to satisfy any of the other conditions related to the acquisition of CTOS; the ability to realize expected synergies and the timing for any such realization; projected financial results for Nesco and CTOS, including on a combined basis; potential litigation associated with the acquisition of CTOS; the potential impact of the announcement of the acquisition of CTOS on Nesco’s or CTOS’s relationships, including with suppliers, customers, employees and regulators; the impact of the COVID-19 pandemic on Nesco’s or CTOS’s business operations, as well as the overall economy; Nesco’s ability to execute on its plans to develop and market new products and the timing of these development programs; Nesco’s estimates of the size of the markets for its solutions; the rate and degree of market acceptance of Nesco’s solutions; the success of other competing technologies that may become available; Nesco’s ability to identify and integrate acquisitions, including the acquisition of truck utilities; the performance and security of Nesco’s services; potential litigation involving Nesco; and general economic and market conditions impacting demand for Nesco’s services. For a more complete description of these and other possible risks and uncertainties, please refer to Nesco’s annual report on form 10-K filed with the securities and exchange commission on March 13, 2020 and quarterly report on form 10-Q filed with the securities and exchange commission on May 7, 2020, as well as to Nesco’s subsequent filings with the SEC. Should one or more of these material risks occur, or should the underlying assumptions change or prove incorrect, Nesco’s actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statement. The forward-looking statements contained herein speak only as of the date hereof, and Nesco undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
NESCO INVESTOR CONTACT

Josh Boone, CFO
(800) 252-0043
investors@nescospecialty.com

PLATINUM INVESTOR CONTACT

Dan Whelan
Principal, Platinum Equity
dwhelan@platinumequity.com

MEDIA CONTACT

Joele Frank, Wilkinson Brimmer Katcher
Jim Golden / Tim Lynch
212-355-4449

Investor Relations
and Media Contacts:

Mark Barnhill
Partner
+1 310.228.9514 E-mail Mark

Dan Whelan
Principal
+1 310.282.9202 E-mail Dan

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The Real Brokerage Announces Closing of US $20 Million Strategic Investment by Insight Partners

Insight Partners

TORONTO and NEW YORK, Dec. 3, 2020 /PRNewswire/ — The Real Brokerage Inc. (TSXV: REAX) (OTCQX: REAXF) (“Real”) is pleased to announce today the closing of a US $20 million (approximately CDN $26.28 million) equity investment (the “Insight Investment”) by Insight Partners (“Insight Funds” or the “Investors”) through the purchase of preferred equity units (the “Preferred Units”) issued by a newly-formed U.S. subsidiary of Real, REAL PIPE LLC (“REAL PIPE”), which Preferred Units may be exchanged for common shares of the Company (the ” Common Shares”).

On closing, REAL PIPE issued to the Investors a total of 17,286,842 of the Preferred Units at a price of CDN $1.52 per Preferred Unit (along with the Warrants issued by Real described below) for aggregate gross proceeds of US $20 million. The Preferred Units may be exchanged, at any time at the Investors’ option, and at the option of Real on the earlier of: (i) the listing the Common Shares on a nationally recognized stock exchange in the United States (e.g. NASDAQ or NYSE); (ii) Real’ s market capitalization equaling or exceeding US $500 million for a 30-consecutive trading day period; or (iii) immediately prior to a transaction which Real is acquired by a third party on an arms’ length basis (each, a “Forced Exchange Event”), into common shares of Real (“Exchange Shares”) on a one-for-one basis (as may be adjusted from time to time in accordance with the terms of the limited liability company agreement of REAL PIPE). On an as-exchanged basis, the Insight Funds’ holdings of Exchange Shares and Warrant Shares (as defined below) will represent approximately 19.39% of the outstanding Common Shares on a non-diluted basis and 17.94% of the outstanding Common Shares on a fully diluted basis (including in the denominator Common Shares issuable on the exercise of Real stock options and restricted share units currently issued under Real’s stock option plan and restricted share unit plans (respectively), the Warrant Shares and the Exchange Shares). The exchange price of the Preferred Units will be subject to adjustment from time to time in accordance with the terms of the limited liability company agreement of REAL PIPE. The Exchange Shares are free of resale restrictions in Canada but are subject to a four-month hold period imposed by the TSX Venture Exchange (TSXV) in accordance with the policies of the TSXV (the “Exchange Hold Period”).

On closing, in addition to the Preferred Units, Real issued to the Investors a total of 17,286,842 Common Share purchase warrants (each a “Warrant”). Each Warrant will be exercisable by the Investors into one Common Share (each a “Warrant Share”) at a price of CDN $1.90. The Warrants will expire on the date that is five (5) years from the closing, subject to acceleration of the expiry date to the date of a Forced Exchange Event. The Warrants and the Warrant Shares are free of resale restrictions in Canada and are not subject to an Exchange Hold Period.

In connection with the closing of the transaction, Real has increased the size of its board of directors from four (4) directors to five (5) directors and appointed AJ Malhotra, a Vice President of Insight Partners, to the board of directors of Real.

Real and REAL PIPE have also entered into an investor rights agreement with the Investors providing for, among other things, participation rights, certain standstill and transfer restrictions and certain director nomination rights. Real has entered into a registration rights agreement with the Investors providing for, among other things, customary registration rights. Real guaranteed, absolutely and unconditionally, REAL PIPE’s obligations with respect to the Preferred Units (but postponed and subordinated in right of payment to the prior payment of senior indebtedness) pursuant to the terms of a subordinated guarantee agreement entered into with the Investors on closing.

Additional information regarding the Insight Investment and the terms of the Preferred Units and Insight Investment will be included in a material change report to be filed by Real on www.sedar.com, which you are encouraged to read in its entirety This press release is only a summary of certain principal terms of the Insight Investment and is qualified in its entirety by reference to the more detailed information contained in the material change report.

With the additional funding, Real plans to accelerate development of its tech-powered brokerage services for real estate agents and their clients, including building additional services into its turnkey mobile app and opening more geographies.

“We are proud and excited to welcome Insight Partners to Real. Insight has an excellent track record of identifying future market leaders and helping some of the world’s greatest tech companies in their journeys of transforming industries,” said Tamir Poleg, co-founder and CEO of Real. “Insight’s Onsite ScaleUp engine will help us provide unparalleled experience to real estate agents and their clients and expand into new markets. Today is an important milestone for the future of real estate agents across the country.”

“Real leverages best-in-class technology to help real estate agents earn more and build financial security,” said AJ Malhotra, Vice President at Insight Partners. “Our experience and track record in scaling software companies combined with the Real’s tech-driven platform will form a valuable partnership in helping the company continue to expand its agent network, grow its geographic footprint in the U.S., and add additional services to its offering.”

Transaction Advisors

Gowling WLG (Canada) LLP acted as Real’s legal advisor, with U.S. legal support provided by DLA Piper LLP (US). Willkie Farr & Gallagher LLP and Stikeman Elliott LLP acted as legal advisors to Insight Partners.

Early Warning Disclosure

Real’s head office is located at 133 Richmond Street West, Suite 302, Toronto, Ontario, M5H 2L3.

The following private equity fund affiliates of Insight Venture Management, LLC acquired the Preferred Units and the Warrants (and reference to Insight Funds in this section “Early Warning Disclosure” means the following funds): Insight Partners XI, L.P.; Insight Partners (Cayman) XI, L.P.; Insight Partners XI (Co-Investors), L.P.; Insight Partners XI (Co-Investors) (B), L.P.; Insight Partners (Delaware) XI, L.P.; and Insight Partners (EU) XI, S.C.Sp. The address of Insight Funds is c/o Insight Partners, 1114 Avenue of the Americas, Floor 36, New York, NY, 10036.

Insight Funds acquired the Preferred Units and the Warrants for the consideration described in this press release pursuant to a securities subscription agreement entered into on December 2, 2020 among the Insight Funds, Real and REAL PIPE. Immediately prior to the Insight Investment, the Insight Funds and their affiliates had no ownership or control over securities in the capital of Real. Insight Funds will hold the Preferred Shares, the Warrants, and any Common Shares issuable upon the exchange or the exercise of the Preferred Shares or the Warrants, respectively, for investment purposes.

This press release is issued under the early warning provisions of the Canadian securities legislation. An early warning report with additional information in respect of the foregoing matters will be filed and made available www.sedar.com under Real’s profile. To obtain copies of the early warning report, please contact Insight Partners at the details below.

Contact:
Andrew Prodromos, Insight Partners, (212)-931-5239

About Insight

Insight Partners is a leading global venture capital and private equity firm investing in high-growth technology and software ScaleUp companies that are driving transformative change in their industries. Founded in 1995, Insight Partners has invested in more than 400 companies worldwide and has raised through a series of funds more than $30 billion in capital commitments. Insight’s mission is to find, fund, and work successfully with visionary executives, providing them with practical, hands-on software expertise to foster long-term success. Across its people and its portfolio, Insight encourages a culture around a belief that ScaleUp companies and growth create opportunity for all. For more information on Insight and all its investments, visit insightpartners.com or follow Insight on Twitter @insightpartners.

About Real

Real (www.joinreal.com) is a technology-powered real estate brokerage in 21 U.S. states and the District of Columbia. Real is on a mission to make agents’ lives better, creating financial opportunities for agents through higher commission splits, best-in-class technology, revenue sharing and equity incentives.

Contact Information:

For more details, please contact:
The Real Brokerage Inc.
Lynda Radosevich
lynda@joinreal.com
917-922-7020

No Offer or Solicitation

The offer and sale of the securities described herein was made in a transaction not involving a public offering and has not been registered under the U.S. Securities Act of 1933, as amended, any state securities laws or the securities laws of any other jurisdiction. Accordingly, the securities may not be reoffered or resold in the United States absent registration with the U.S. Securities and Exchange Commission or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward-looking Information

This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as ” seek”, ” anticipate”, ” believe”, ” plan”, ” estimate”, ” expect”, ” likely” and ” intend” and statements that an event or result ” may”, ” will”, ” should”, ” could” or ” might” occur or be achieved and other similar expressions. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof. Forward-looking information in this press release includes, without limiting the foregoing, information relating to a potential Forced Exchange Event.

Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to Real’s business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. Real considers these assumptions to be reasonable in the circumstances. However, forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking information. These factors should be carefully considered and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Real cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Real assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release, and the OTCQX has neither approved nor disapproved the contents of this press release.

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