MidOcean Partners. Ted Virtue 320 PARK AVENUE SUITE 1600 NEW YORK, NY T F

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1 MidOcean Partners Ted Virtue 32 PARK AVENUE SUITE 16 NEW YORK, NY 122 T F

2 E v o l u t i o n o f P r i v a t e E q u i t y Early 198s Late 198s Late 199s Last 1 years Key to success: Who had committed PE capital Key to success: Who could maximize leverage Key to success: Who had industry sourcing capabilities Key to success: Who has industry operating expertise 1

3 R o b u s t F u n d r a i s i n g E n v i r o n m e n t 12 Global Annual Private Equity Fundraising Date of Final Close No. of Funds Closed Aggregate Capital Raised ($bn) Source: Preqin as of 12/31/16. 2

4 P r i v a t e E q u i t y i s B e c o m i n g M o r e C r o w d e d Private Equity Funds in Market 2, 1,8 1,6 1,4 1,278 1,392 1,63 1,835 1,2 1, 962 1, ,57 1, Jan-8 Jan-9 Jan-1 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 As at Date No. of Funds in Market Aggregate Capital Targeted ($bn) Source: Preqin 3

5 Dry Powder ($bn) D r y P o w d e r i s I n c r e a s i n g Private Equity Dry Powder Dec-7 Dec-8 Dec-9 Dec-1 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 As at Date Source: Preqin as of 12/31/16. 4

6 N o r t h A m e r i c a R e m a i n s t h e G l o b a l L e a d e r i n P r i v a t e E q u i t y 2,5 Private Equity-Backed Buyout Deals in 216 by Region 2,137 2, 1,5 1,323 1, North America Europe Asia Rest of World No. of Deals Aggregate Deal Value ($bn) Source: Preqin as of 12/31/16. 5

7 Proportion of Total O v e r 8 % o f B u y o u t s a r e b e l o w $ 5 m i l l i o n 1% 9% 8% 7% 6% Private Equity-Backed Buyout Deals in 216 by Value Band 1% 8% 11% 62% 17% 5% 4% 3% 2% 1% % 54% No. of Deals 15% 1% 7% 5% Aggregate Deal Value Less than $1mn $1-249mn $25-499mn $5-999mn $1bn or More Source: Preqin as of 12/31/16. 6

8 L B O P u r c h a s e M u l t i p l e s b y D e a l S i z e x 9.8x 8.8x 8.8x 8.9x 8.3x 8.4x 8.6x 7.9x 8.x 7.2x 1.2x 1.5x 1.3x 9.5x 8.8x 9.1x 9.5x 9.x 9.x 8.4x 8.4x 7.8x 8.1x 8.x 2 N/A >$5M $25M - $499M Source: S&P LCD as of 12/31/216. 7

9 No. of Exits A c t i v e E x i t E n v i r o n m e n t Global Annual Private Equity Buyout-Backed Exits, , , 1,5 1, 5 1, ,239 1,542 1,67 1,763 1,91 1,859 1, Aggregate Exit Value ($bn) Year No. of Exits Aggregate Exit Value ($bn) Source: Preqin as of 12/31/16. 8

10 Proportion of Total S a l e t o S t r a t e g i c i s M o s t C o m m o n E x i t M e t h o d 1% 9% Private Equity Buyout-Backed Exits in 216 by Type 2% % 12% 13% 8% 7% 32% 24% 6% 5% 4% 3% 55% 62% 2% 1% % No. of Exits Aggregate Exit Value Trade Sale Sale to GP IPO & Follow-On Restructuring 9

11 P e r f o r m a n c e o f P E v s. P u b l i c B e n c h m a r k s Asset Class 5-Year 1-Year 15-Year Private Equity 1.7% 1.53% 12.% REITs 9.24% 3.58% 6.42% Domestic Equities 7.63% 4.86% 3.63% HY Bonds 5.7% 7.44% 7.73% High Grade Bonds 3.76% 5.13% 5.8% Hedge Funds 2.37% 3.58% 5.23% International Equities -1.57% -1.12% 1.85% Emerging Market Equities -6.16% 1.1% 6.53% Sources: Cambridge Associates, CapIQ, Bloomberg. As of 6/3/16 1

12 S m a l l e r D e a l s O u t p e r f o r m 3.% Estimated IRR by Deal Size 1 25.% Estimated IRR 2 2.% 15.% 1.% 5.%.% Small Mid Large Mega AVG IRR WAVG IRR Total AVG IRR Total WAVG IRR Source: NWM 1. Based on Investment ($M); Small: <$5M; Mid: $5-165M; Large: $ M; Mega: >$665M 2. Based on MOI and Hold Period 11

13 M i d O c e a n P a r t n e r s O v e r v i e w PREMIER MIDDLE MARKET PRIVATE EQUITY INVESTOR Target control investments in U.S. companies with enterprise values between $1 and $5 million Formed in 23 through the management buyout of Deutsche Bank s private equity business THEME DRIVEN APPROACH TO INVESTING Target sectors: consumer and business services Focus on transformative growth opportunities where MidOcean can add significant value Partner with leading management executives DISTINGUISHED TEAM AND PROVEN PLATFORM Deep and seasoned investment team 15 investment professionals 26 operating professionals 12

14 2 1 6 E x i t : S y s t e m O n e ( F u n d III) System One is a leading provider of managed staffing and technical outsourcing solutions. T H E M E S T A L E N T S O U R C I N G D R I V E V A L U E Recognized the trend of companies using outsourced labor and solutions would continue to evolve in favor of the outsourcing model System One well positioned in the energy and staffing markets and benefitted from recurring revenue from long-term client relationships Jon Chait (former CEO of Hudson Highland Group, the former parent company of System One) played a key role in the diligence process Investment Metrics Introduced to System One through a relationship Acquired the Company through a proprietary process Initial Investment December 212 Multiple of Cost 4.1x Investment Amount $52. million Gross IRR 5.5% Nearly tripled EBITDA through both organic and inorganic growth initiatives Completed four accretive acquisitions, representing $14.5 million of acquired EBITDA ($18.9 million after synergies) Leveraged MidOcean and Board relationships to provide access to top customer targets Sold System One in Q4 216 to Thomas H. Lee Partners, resulting in a 4.1x ROI for investors Past performance is not indicative of future returns. 13

15 R e c e n t I n v e s t m e n t : K i d K r a f t ( F u n d I V ) KidKraft is a global leader in the toy industry committed to inspiring children to develop their creativity and imagination through its portfolio of toys, play sets and furniture. T H E M E S T A L E N T S O U R C I N G D R I V E V A L U E The traditional toy market is a large and stable category that s proved to be relatively recession-resilient Near term growth opportunity given delayed family starts and recent rise in birth rates Industry ripe for consolidation and with MidOcean s support the Company has the infrastructure to readily fold-in acquisitions KidKraft s products are not faddish and are part of a core role playing play pattern that is parent approved. The Company owns the wooden kitchen and dollhouse category and is a must have brand for its customers Added three outside board members: Bruce Crain (former CEO of Kids Brands and Alexander Doll Company), Pattiann McAdams (former head of e-commerce and digital at Avon and Bed Bath Body Works) Blake Lipham (current CEO of Travelpro, former CEO of Bushnell) Targeted the infant/juvenile sector for several years Specifically tracked KidKraft for two years Acquired the business in a limited sale process Senior management team (who were the prior owners) rolled a significant stake into the transaction Acquired Solowave Design in September 216 (nearly doubling the size of the business with PF EBITDA of ~$3MM) Made key strategic hires: CFO, SVP of Marketing and E-Commerce, European sales director, IT director, FP&A, internal counsel Orderly transition of founders to advisors / board members and promotion of CFO Relaunched the first iteration of the website upgrade in November 215, launched the parts e-commerce portal in Q1 216, and launched the full e- commerce site in early May 216 Evaluating additional channels of distribution including European sales strategy development and new Chinese initiative Rollout of product line extensions/upgrades and new product categories Developed a formalized acquisition strategy and engaging high priority targets 14