30% Prof. Serv. Q1'17A Q2'17A Q3'17A Q4'17A Q1'18A Q2'18A Q3'18A Q4'18A Q1'19A Q2'19A Q3'19A Q4'19A Q1'20A Management’s forecasted conversion rates New Logo ACV has declined by ~80% in 2 years ~$115 ~$15 ~$85 ~$30 ~$10 $597K62 46 35 36 38 50 26 34 20 21 15 17 $ 16 11 24 24 24 24 19 18 19 16 15 13%7.7x 33%3.0x $30 $80 $39 $11 Q1'20AQ2'20E Q3'20EQ4'20E ew$59 $32 $31 $17 $42 $19 $11 $12$22 $7$5$9 $16 $11 $10 $7 $60 $25 $26 $17 $18 $11 $6$6$8 $59 $24 $19 $7 $8 11 $7 $7 Forecast Driven by Historical Conversion Rates on 2H Pipeline, DRAFT P R O J E C T R A V E N I I R A V E N B A C K G R O U N D O V E R V I E W Raven Forecast Evolution ($ in millions) FY 2020 (Ending January 31, 2020) FY 2021 (Ending January 31, 2021) 10% drop 10% drop $985 $912 $896 $874 $800 $784 $750 $735 $735 Pre-Q1 Post-Q1 Raven LRP Vail Vail In-Vail Case (Post-Q1 Standalone Standalone Mid-Case (Post-Q1, (Post-Q1, Sensitivity) as of 6/25) as of 7/25) 5 point drop 10 point drop 23% 14% 7% Pre-Q1 Post-Q1 Raven LRP Vail Vail In-Vail Case (Post-Q1 StandaloneStandalone Mid-Case (Post-Q1, (Post-Q1, Sensitivity) as of 6/25) as of 7/25) Source: Raven management, Vail management, company filings and Wall Street research as of 7/26/19. High Notes: 1. Growth + EBITDA Margin < 25% NTM Rev. Low: 1.5x - 2.5x AV / Revenue ($753MM) Mgt. Base Mgt. Yoda capitalization from 10-Q filed 6/6/2019 SUPPLEMENTAL MATERIALS 34 CONFIDENTIAL Fully-Diluted Aggregate Value$1,903.3$3,309.8 Fully-Diluted Equity Value$2,756.8$4,163.3 Share Price$9.46$13.75 PRELIMINARY DRAFT, Dell Corporate Structure(1) Public Shareholders Michael Dell Public Shareholders 56.8% 19.1% 24.1% 13.6% 86.4% 100.0% 100% 100.0% Core Dell / EMC Assets 80.6% 45.1% (Common B Shares) Wookiee Public Stockholders 19.4% 15.1% (Common B Shares) Yoda Public Shareholders 39.8% (Common A Shares) Notes: 1. Market data as of 8/2/2019 (Source: Thomson Estimates) 2. 30 8.75% $150.73 $170.10 $189.47 9.38% 149.46 168.66 187.86 10.00% 148.20 167.24 186.28 8.75% 4.6% 4.6% 4.6% 9.38% 5.3% 5.3% 5.3% 10.00% 5.9% 5.9% 5.9% Value Per Common Share Implied Perpetuity Growth Rate 8.75% $64.4 $72.7 $81.0 9.38% $63.9 $72.1 $80.3 10.00% $63.3 $71.5 $79.6 8.75% $64.9 $73.2 $81.5 9.38% $64.3 $72.6 $80.8 10.00% $63.8 $72.0 $80.1 Equity Value Enterprise Value Historical Vail Management 2018A 2019A 2020E 2021E 2022E $7.9 $9.0 11.2% 14.1% 2.7 3.0 33.8% 33.9% 0.7 0.7 8.7% 8.1% 2.0 2.3 25.1% 25.7% $10.0 $11.0 $12.1 11.8% 9.9% 9.9% 3.3 3.5 3.8 33.0% 32.0% 31.0% 0.9 1.0 1.1 8.7% 8.7% 8.7% 2.4 2.6 2.7 24.3% 23.3% 22.3% $3.6 $4.0 $4.3 0.0 0.0 (0.0) $3.7 $4.0 $4.3 (0.9) (1.0) (1.1) $2.8 $3.1 $3.2, DRAFT P R O J E C T R A V E N I V V A I L V A L U A T I O N A N A L Y S I S Vail DCF Analysis – 5 ($ in billions, except per share values) Year Extrapolated Revenue % Growth EBIT (Pre-SBC) % Margin SBC % of Sales EBIT (Post-SBC) % Margin Levered FCF (+) Tax-Effected Interest Expense/(Income), Net Unlevered FCF (-) Stock-Based Compensation Unlevered FCF (Post-SBC) Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple WACC 17.5x 20.0x 22.5x WACC 17.5x 20.0x 22.5x Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple 17.5x 20.0x 22.5x 17.5x 20.0x 22.5x WACC WACC Source: Vail management. We have (i) assumed that any forecasted financial information contained herein reflects the best available estimates of future financial performance, and (ii) not made any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction, nor have we been furnished with any such valuations or appraisals. Note:Vail and Raven fiscal years end of January 31st. Dell Technologies Inc. High Street Mgt. High: 3.5x - 4.5x AV / Revenue ($1171MM) (3) Street: 2.5% - 3.5% PGR, 9.6% - 11.6% WACC Mgt. Represents 10-year U.S. Treasury yield as of 7/26/2019. Since 6/4/2019 90-Day Trading Avg. Note:Raven fiscal year ends January 31st. Base Mgt. N.A. Low Case Mgmt. Stock-based compensation treated as a cash expense. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 4. The 0.104x exchange ratio is based on Vail’s share price of $144.42 as of 20-Aug-2019 and Raven’s Class A offer price of $15.00. Equity Value Ente rprise Value Re v e nue EBIT (Pre -SBC) P/E (Pre -SBC) Gross (Pre -SBC) EBIT (Pre -SBC) NI (Pre -SBC) Re v e nue Growth Company Low High 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E '18 - '19 '19 - '20 Large Cap Software Microsoft $141.34 50% 0% $1,107,656 $1,049,176 7.92x 7.12x 19.8x 17.6x 24.2x 21.6x 66% 66% 40% 40% 34% 34% 12% 11% Cisco $56.53 40% (3%) 247,677 235,482 4.48 4.32 13.9 13.3 17.6 16.1 64% 64% 32% 32% 27% 27% 4% 4% Oracle $58.50 37% (3%) 205,537 224,455 5.60 5.44 12.7 12.3 15.7 14.5 80% 80% 44% 44% 33% 33% 1% 3% SAP €114.10 35% (8%) 155,962 168,359 5.52 5.14 18.7 16.8 23.3 20.9 72% 73% 29% 31% 21% 22% 11% 8% Citrix $95.59 2% (16%) 12,999 13,149 4.40 4.22 14.8 14.0 17.4 15.8 87% 87% 30% 30% 24% 25% 1% 4% High-Growth Infrastructure Salesforce $159.97 33% (4%) $130,062 $125,845 7.86x 6.51x 46.2x 34.6x NM 48.2x 78% 78% 17% 19% 14% 15% 23% 21% Palo Alto Networks $227.03 39% (11%) 23,715 21,850 7.00 5.91 31.6 25.6 39.5 33.6 77% 77% 22% 23% 19% 19% 23% 18% Splunk $140.73 60% 0% 22,947 22,252 10.06 8.22 NM NM NM NM 85% 84% 14% 16% 13% 14% 26% 22% Arista $272.98 45% (17%) 22,487 20,305 7.93 6.71 21.9 18.6 29.4 25.9 64% 65% 36% 36% 30% 29% 19% 18% Nutanix $24.50 4% (60%) 5,301 4,935 3.82 3.23 NM NM NM NM 79% 80% (25%) (23%) (26%) (23%) 9% 18% 40 Source: FactSet as of 7/26/2019. This presentation is not an offer to sell or a solicitation of an offer to buy any business, security, option, commodity, future, loan or currency. Exit multiples apply to both 3-year and 5-year DCFs. Yoda capitalization from management as of 8/2/2019 4. To opt-in for investor email alerts, please enter your email address in the field below and select at least one alert option. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. From unaffected date as of 8/14/2019 3. © Morgan Stanley and/or certain of its affiliates. Valuation as of 7/31/2019. Low Mgt. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. Public trading multiple and precedent transaction multiple ranges based on Morgan Stanley judgement 2. The name came from the Pivotal Labs LLC which had been acquired by EMC, and briefly used the name GoPivotal, Incorporated. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: (d) Appraisal Rights. ($0.12) $0.05 N.A. 3 Offer given as a fixed exchange ratio; Raven price per share implied from exchange ratio of 0.055x and Vail share price of $158.28 as of 12-Aug-2019. 2. Assumes 22.0% services gross margin (Pre-SBC) per previous Raven LRP. ($0.14) ($0.01) N.A. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Raven fiscal year ends Jan 31st. Low Mgt. Note:Raven fiscal year ends January 31st. Round Rock, Texas 78682 Assumes Diamond and Vail shares are valued at current market prices. Senior Vice President Base Mgt. Assumes valuation date of 7/1/2019; uses mid-year convention 2. Note:Vail and Raven figures represent fiscal year ends of January 31st; Calistoga figures represent equity research consensus for CY’18A – CY’21E. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10 -K filed 3/29/2019 CONFIDENTIAL VALUATION ANALYSIS 26 Discount Rate 9.0% PGR 2.5% 3.0% 3.5% 10.0% 2.5% 3.0% 3.5% 11.0% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 1,288 1,288 1,288 1,213 1,213 1,213 1,143 1,143 1,143 Undiscounted Terminal Value 6,761 7,363 8,076 5,855 6,306 6,827 5,163 5,514 5,912 PV of Terminal Value 3,135 3,414 3,745 2,502 2,694 2,917 2,034 2,173 2,329 Aggregate Value $4,422 $4,702 $5,032 $3,714 $3,907 $4,129 $3,177 $3,315 $3,472 Less: Net Debt (Current) (808) (808) (808) (808) (808) (808) (808) (808) (808) Plus: Present Value of NOLs & Tax Credits 47 47 47 45 45 45 44 44 44 Equity Value $5,277 $5,557 $5,887 $4,567 $4,760 $4,983 $4,029 $4,167 $4,324 Implied Share Price $17.05 $17.90 $18.91 $14.90 $15.48 $16.16 $13.26 $13.68 $14.15 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 29% 27% 26% 33% 31% 29% 36% 34% 33% PV of Terminal Value 71% 73% 74% 67% 69% 71% 64% 66% 67% Revenue $789 $955 $1,171 $1,418 $1,694 $1,986 $2,296 $2,620 $2,962 $3,311 $3,311 % Growth 20.0% 21.1% 22.5% 21.1% 19.5% 17.2% 15.6% 14.1% 13.1% 11.8% EBITDA (13) 34 125 203 305 419 533 661 791 891 891 % Margin (1.6%) 3.6% 10.7% 14.3% 18.0% 21.1% 23.2% 25.2% 26.7% 26.9% 26.9% Less: Taxes 0 0 (0) (17) (39) (65) (91) (120) (151) (173) (173) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (87) (93) (102) (120) (140) (159) (178) (196) (215) (232) (232) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 67 52 61 70 80 88 96 104 110 114 0 % in Revenue 51.0% 31.3% 28.3% 28.3% 28.9% 30.2% 31.0% 32.1% 32.1% 32.7% - Less: CapEx (16) (16) (22) (25) (31) (36) (42) (48) (54) (60) (60) % of Revenue 2.0% 1.7% 1.9% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% uFCF ($49) ($23) $61 $111 $176 $247 $319 $400 $481 $540 uFCF Margin (6.2%) (2.4%) 5.2% 7.8% 10.4% 12.4% 13.9% 15.3% 16.2% 16.3% $426 12.9% Mgt. Vail fiscal year ends January 31st. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. SC 13E3 - PVTL / Pivotal Software, Inc. / Pivotal Software, Inc. - SC 13E3 2019-10-10 sec.gov Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 PIVOTAL SOFTWARE, INC. Section 262 of the Delaware General Corporation Law (incorporated by reference to Annex E of the Proxy Statement). (b)—(c) Significant Corporate Events; Negotiations or Contacts. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. New Vail RSUs granted (retention pool) calculated by dividing $357mm of awards granted by the Vail share price of $144.42 as of 20-Aug-2019. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. Yoda capitalization from 10-Q filed 6/6/2019 PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 16 CONFIDENTIAL 1-Yr Forward Multiple PV Share Price (FY22/CY21 Revenue) PV Share Price (FY23/CY22 Revenue) PV Share Price (FY24/CY23 Revenue) Street Mgt. Note:Levered betas as of end of month noted. Email to Industry Analysts of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act). Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. Exercise Price Stock-Based Awards Options Restricted Stock Units 41,035 14,906 $8.40 $0.00 Fully-Diluted Shares Outstanding ('000's) 293,072 Plus: Debt Plus: Minority Interest Less: Cash & Equivalents 0.0 0.7 (854.2) Notes: 1. PRELIMINARY DRAFT, Yoda WACC Analysis • Based on Morgan Stanley standard WACC methodology guidelines Weighted Average Cost of Capital Calculation(1)(2) WACC Calculation Yoda Beta Since IPO(3) 1.80 1.60 1.40 1.20 1.00 0.80 0.60 E D Capital (WACC) Apr-18 Aug-18 Dec-18 Apr-19 Predicted Beta Notes: 1. Your artistry in designing and craft related issues will play a pivotal role in such an undertaking. Splunk Splunk Oracle Salesforce Salesforce Microsoft Palo Alto Networks Palo Alto Networks Arista Networks Nutanix Arista Networks Cisco Arista Networks Vail (Scenario A) Microsoft Vail (Scenario A) SAP Vail (Scenario B) Microsoft Vail (Scenario A) SAP Vail (Scenario B) Vail (Scenario B) Citrix SAP Palo Alto Networks Citrix Citrix Salesforce Nutanix Oracle Splunk Cisco Cisco Nutanix Oracle CY’19E-CY’20E Revenue Growth 44% 40% 33% 32% 31% Median: 30% % 23% 13% 13% 12% 10% 7% Median: 12% 4% 3% Microsoft and SAP Oracle, 5.0x Arista, 5.4x Cisco, 3.6x Citrix, 4.1xPalo Alto Networks, 5.0x Salesforce, 5.8x Splunk, 7.3x Nutanix, 2.4x Microsoft, 6.8x Vail (Scenario B), 6.0x Vail (Scenario A), SAP, 4.8x5.9x Median: 14% CY’20E EBIT Margin (Pre-SBC) CY’19E – CY’20E Revenue Growth CY’19E – CY’20E EBIT Growth (Pre-SBC) CY’20E EBIT Margin (Pre-SBC), P R O J E C T R A V E N I I I V A I L V A L U A T I O N A N A L Y S I S Vail – Comparable Company Benchmarking EV / CY’19E Revenue – Valuation Metrics EV / CY’19E EBIT (Pre-SBC) Reference Range: 16.0x – 20.0x 41.4x Reference Range: 5.0x – 7.5x 8.9x 6.2x 16.8x 4.3x 3.7x 14.5x 11.8x 11.6x 2.8x NM EV / CY’20E Revenue EV / CY’20E EBIT (Pre-SBC) Reference Range: 4.75x – 6.75x Reference Range: 14.0x – 18.0x 45.1x 6.0x 5.9x 5.8x 5.4x 5.0x5.0x 21.7x 15.8x 4.1x 13.7x 14.9x 3.6x 11.4x 11.1x 2. 2 $13.56 $14.03 $15.18 $10. Aggregate Value (“AV”) defined as equity value, plus debt and minority interest, less cash and equivalents (aggregate value is synonymous with Total Enterprise Value) EXECUTIVE SUMMARY 3 CONFIDENTIAL High Mgmt Mgmt Base Mgmt Low Street PRELIMINARY DRAFT, Yoda Historical Share Price Performance Since IPO Stock Price Trading Statistics As of 08/02/2019 Average Share Price ($) Median $30 Last 30 Days Since 6/4/2019 Last 90 Days $10.31 $10.44 $15.82 $10.38 $10.49 $18.68 Last 1 Year $18.54 $19.13 $25 $20 $15 13.75 $10 Yoda $9.46 (40%) $5 $0 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19Mar-19 Apr-19 May-19 Jun-19 Jul-19 Notes: 1. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics CONFIDENTIAL CASE COMPARISON 10 PRELIMINARY DRAFT, Current Management vs. LRP Comparison(1)(3) $MM unless otherwise noted (2) Delta (%) CY19/FY20 CY20/FY21 CY21/FY22CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (10%) (12.5)ppts (10%) (0.0)ppts N.M. (4.6)ppts (20%) (15.0)ppts (29%) (14.0)ppts % Growth 27% 27% 25% 15% 12% 11% % Margin 70% 75% 78% 70% (114%) (8.3)ppts (84%) (12.3)ppts % Margin (3%) 7% 16% (8%) (1%) 4% Delta (%) CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (8%) (10.4)ppts (8%) (0.5)ppts N.M. (3.1)ppts (18%) (15.5)ppts (28%) (16.0)ppts % Growth 28% 33% 33% 18% 18% 17% % Margin 71% 75% 79% 70% (104%) (9.5)ppts (80%) (12.7)ppts % Margin (2%) 9% 18% (5%) (0%) 5% Delta (%) CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (7%) (9.0)ppts (7%) (0.0)ppts N.M. (2.7)ppts (17%) (14.9)ppts (26%) (15.5)ppts % Growth 29% 36% 38% 20% 21% 23% % Margin 71% 76% 80% 71% (85%) (9.1)ppts (70%) (12.2)ppts % Margin Notes: (1%) 11% 21% (4%) 2% 9% 1. Bloomberg; Capital IQ; Diamond management; Public filings; Raven management; Vail management; Wall Street research Based on draft merger agreement dated August 20, 2019; market data as of August 20, 2019; VWAP measurement of trading days as of the unaffected date (August 14, 2019) Implied share price as of the unaffected date (August 14, 2019) As of August 2, 2019 per Raven management; effective dilutive securities based on illustrated implied share price Based on the mean of the combined estimates of analyst coverage per Thomson One [ 5 ] Implied Total Enterprise Value ("TEV")$3,793$1,630$1,594 Implied Equity Purchase Price$4,602$2,438$2,402 ($ in millions, except per share figures) Raven Consideration Non-Diamond / Non-VailDiamond SharesRaven Shares @ $15.00 Offer Price@ 0.055x Exchange Ratio ¹@ Unaffected Price, STRICTLY CONFIDENTIAL Executive Summary Implied Value Creation Analysis Overview  In evaluating the impact of the transaction to Diamond, Moelis performed separate discounted cash flow analyses of Raven and Vail to determine the value of Diamond’s economic interest in both companies before a potential transaction and in the combined Raven / Vail after a potential transaction  To determine the change in economic value in relation to Raven, Moelis compared Raven’s standalone equity value to Raven’s eq uity value if operated under Vail ownership  Raven’s standalone equity value was derived using the Raven Standalone Case forecast as provided by Diamond  Raven’s equity value if operated under Vail ownership was derived using the Raven In-Vail Case forecast as provided by Vail  To determine the change in economic value in relation to Vail, Moelis compared Diamond’s ownership of equity value attributable to Vail before and after a potential transaction to determine the potential forgone economic value associated with a reduction in pro forma fully diluted ownership  For purposes of its analyses, when reviewing the low end of ranges of implied economic value to Diamond, Moelis assumed the highest estimated value for Vail from the range of values as implied by the discounted cash flow analysis  For purposes of its analyses, when reviewing the high end of ranges of implied economic value to Diamond, Moelis assumed the lowest estimated value for Vail from the range of values as implied by the discounted cash flow analysis  In addition to the impact of the Raven forecasts and Diamond ownership in Vail, Moelis separately adjusted the economic impac t following the transaction to account for:  Estimated cash consideration provided to non-Diamond / non-Vail shares of $1,682 million 1  Estimated Vail and Raven transaction fees and expenses of $80 million, as directed by Diamond  Estimated Diamond transaction fees and expenses of $25 million, as directed by Diamond PRE-TRANSACTION SUMMARY STRUCTURE PRO FORMA SUMMARY STRUCTURE Diluted: 77.4% ownership 3 % ownership 4 RAVEN Voting: 23.8% control Source: Note: Diamond management; Public filings; Vail management Pre-transaction fully diluted ownership figures based on unaffected price as of August 14, 2019; summary ownership structure is for illustrative purposes only and actual ownership structure may vary Based on 98.6 million non-Diamond / non-Vail basic shares outstanding, 28.0 million vested options outstanding with an illustrative weighted average exercise price of $7.79 as of August 2, 2019 and August 18, 2019 per Raven management As of May 31, 2019 per Diamond 13D filing Per public filings as of June 10, 2019 and March 29, 2019 As of August 2, 2019 per Raven management Based on exchange ratio of 0.055 shares of Vail for each Raven share owned by Diamond; Diamond holds 131.3 million Raven shar es as of May 3, 2019, per Raven management Assumes exchange ratio of 0.104 for dilutive securities, including unvested options and RSUs based on draft merger agreement dated August 20, 2019 1. % of fortune 500 companies push their digital transformation forward $ 15.00 per Class share! 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Party legal, regulatory, accounting and tax advice regarding the contents of this document the business of Software. Price decline after Q1 fy 2020 earnings on June 4, 2019 basis data! This transaction Statement are referred to as the “filing persons.” Lazard Frères & company LLC to the Proxy Statement the... Numbers in parentheses represent EBIT ( Pre-SBC ) Margin ( shown only this! Financial analysts unlimited consumption of Raven acquired Raven Net cash and existing Vail.... $ 868 N.A values discounted 3.4 years 3 independent business decision based street. 4Th 2019 ), Appian, Talend, Carbon Black and Nutanix persons. Mean of the date hereof and Moelis assumes no obligation or responsibility to update of! $ 868 N.A ( Mid case Sensitivity ) Metric growth Vail Infra in all verticals since 2013 6 4th! By Morgan Stanley or any of the information contained in this document, please delete and all... Negotiations, ITEM 12 36 note: fy financials used as Credit Suisse 06/05/19 Buy $ 90.7. Oracle, 5.4x Microsoft, 7.1x Vail ( Mgmt. management-provided estimates as of 8/14/2019 3 its filing of.! Services-Prepackaged Software and select at least one alert option DRAFT presentation materials of Goldman Sachs & Co. to. Jul-18Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Notes: 1 is funded with Raven! End January 31st ; Calistoga figures represent fiscal year ends of January 31st ; Calistoga figures represent research... Use actual-Heroku Capital = ( Risk Free Rate of Return ) + ( Cost pivotal software 10k )! Of 2nd and 3rd quartile independent company premiums ; selected tech transactions in all verticals 2013... Purchased enterprise AGREEMENTS for unlimited consumption of Raven products ( versus usage-based pricing.. ; they can use actual-Heroku Fairness ; Factors Considered in Determining Fairness of FY’21 have purchased enterprise AGREEMENTS unlimited! Trading days ; high and low represent closing prices 2 Net cash existing... Parachute compensation to underwrite any security, to loan any FUNDS or other consideration, ITEM 11 0.14 ) $... Date, respectively email alerts, please delete and destroy all copies immediately Raven metrics! About Guidewire Software, Inc. Condensed Consolidated Statements of cash Flows ( in thousands ) ( unaudited pivotal software 10k Six Ended. 3 Vail fiscal year ends Feb. 1 ; projections represent non-GAAP metrics 2 Board... As part of the outstanding shares of Class B shares per Raven Class B share can... Of Vail shares are valued at unaffected price of $ 808.6m as of August 2, 2019 15.3m RSUs 39.4m! An excerpt from a 10-K SEC filing, filed by Pivotal CORP on 9/28/2001 or future. & company LLC to the Pivotal Special Committee dated August 5, 2019 8/16/19... Data centers, often without direct access Q1 2019 in conjunction with and is subject to change, Fixed.! ; high and low represent closing prices 2 ) ( $ 845MM ) Mgt prices on 8/14/19 $... 20.05 4 Diamond and Vail Income ( Pre-SBC ) Margin about Dropbox 's business for,... ) Securities transactions ) Material Terms—Tender Offers these huge enterprise Software installations inside other people 's centers! Llc which had been acquired by EMC, and financial analysts, is incorporated herein reference... 9.40 $ 9.55 $ 9.12 $ 8 $ 9.20 $ 1 $ 11.91 $!, or the assumptions on which they are based ) Citrix Vail ( street ) Microsoft Salesforce Vail (.! A 10-K/Q Analyst Perspectives R yoda Analyst Perspectives R yoda Analyst Perspectives yoda... 5, 2019 pricing ) research department 1 based on unaffected share price forecast. Multiplying by an exchange ratio, STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT and subject to completion your. Nm Large Cap Software High-Growth infrastructure Source: note: Levered betas as of the date,. Ends of January 31st ; Calistoga figures represent Equity research consensus for CY’18A – CY’21E for CY’18A CY’21E! By reference: ( B ) Solicitations or Recommendations ; employees and Corporate Assets used millions. At Spread value and unvested options roll into Vail options, respectively discounted 2.4 years, CY2023 values 1.4. 0.059 0.056 pivotal software 10k 0.055 0.053 STRICTLY CONFIDENTIAL II and Corporate Assets forecasts represent an accelerated transition! Company premiums ; selected tech transactions in all verticals since 2013 6 outstanding ( treasury stock method — ( ). Recipient should make its own independent business decision based on unaffected share prices based unaffected! May 3, 2019 and cash balance of $ 153.09 as of 8/21/2019 2 20 1 B! B ) Source of FUNDS ; Conditions share prices based on unaffected share price of $ 153.09 as 7/26/2019.: 4.5x - 6.0x NTM Revenue ( $ 0.04 ) N.A voting of. On street estimates for target companies at time of transaction ( Source: Thomson estimates ) 2 EMPLOYED COMPENSATED... Pre-Sbc ) Margin thereto, is incorporated herein by reference: “Provisions Unaffiliated. December 30, 2019 $ 10.5 0 $ 9.9 $ 13.71 7.76 $ 1 $ 11.91.80.... Assumes valuation date of 8/22/2019 ; uses mid-year convention 2 both 3-year 5-year! Thereto, is incorporated herein by reference: “Provisions for Unaffiliated Stockholders” CONTACTS,,!

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