Quinpario

Two Warrants + 11.50. Call 24.

Trust 10

Extended to July 24

In connection with the Extension, holders of approximately 14.9 public shares exercised their right to convert such public shares into a pro rata portion of the Company’s trust account established in connection with the Company’s initial public offering. As a result, approximately $202 million remains in the Company’s trust account.

On January 13, 2017 and January 17, 2017, Quinpario Acquisition Corp. 2 (the “Company”) issued press releases announcing that the Company entered into a non-binding letter of intent (the “LOI”) to acquire and combine two privately owned companies, forming a market-leading business process outsourcing platform with expertise in financial technology, information services and data processing. These businesses are owned respectively by funds managed by a global private-equity firm with aggregate funds totaling at least $10 billion and a family office-affiliated fund with experience investing globally in sectors relevant to the proposed transaction. There are meaningful synergies and strong industrial logic for these two private targets to combine, which would result in a pro forma company with approximately $1.5 billion of revenue and $385 million of EBITDA. Both sponsors have agreed to roll 100 percent of their equity, which would result in combined pro forma ownership by the sponsors in excess of 50 percent.

 The proposed transaction is valued at a total enterprise value of approximately $2.7 billion, representing an approximate 7.0x multiple on projected 2017E pro forma EBITDA for the combined company of $385 million.