Press release

Ultimate Software Completes Agreement to be Acquired by an Investor Group Led by Hellman & Friedman to Operate as a Privately Held Company

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Ultimate Software (“Ultimate”), a leading global provider of human
capital management (HCM) and employee experience solutions in the cloud,
today announced the successful completion of the acquisition of Ultimate
by an investor group led by Hellman & Friedman (“H&F”), a leading
private equity investment firm. The acquisition was previously announced
on February 4, 2019, and closed and became effective today.

Under the terms of the transaction, stockholders are entitled to receive
$331.50 in cash for each share of Ultimate’s common stock held,
representing an aggregate value of approximately $11 billion. The
transaction was approved by Ultimate’s stockholders at a special meeting
of stockholders on April 30, 2019. As a result of the completion of the
acquisition, Ultimate’s common stock ceased trading on the NASDAQ Stock
Market today.

Ultimate will continue to operate under the leadership of CEO Scott
Scherr and the existing senior management team, while owned by an
investor group led by Hellman & Friedman in partnership with significant
investors Blackstone, GIC, and Canada Pension Plan Investment Board
(CPPIB), and other investors including JMI Equity.

“As a privately funded company, we now have increased ability to make
long-term investment decisions that will benefit our customers, while
still putting our people first—always,” said Scott Scherr, CEO,
president, and founder of Ultimate. “We have continuously evolved as a
business since we started 29 years ago and going private gives us the
flexibility, resources, and freedom needed to continue that momentum as
we grow the best culture, products, and services in the market.”

At the end of 2018, Ultimate’s total revenues exceeded $1.1 billion and
the company currently serves 6,100 companies worldwide, with ~51 million
people records in the cloud. Ultimate will continue to develop, market,
deliver, and service its suite of HCM and employee experience solutions
globally—with no changes to the markets Ultimate serves and no changes
to its mission: put people first.

Goldman Sachs & Co. LLC acted as exclusive financial advisor
to Ultimate, and Stroock & Stroock & Lavan LLP provided legal counsel.
Qatalyst Partners acted as financial advisor to the investor group
and Simpson Thacher & Bartlett served as legal counsel to Hellman &

About Ultimate Software

Ultimate Software is a leading global provider of cloud-based human
capital management and employee experience solutions, with ~51 million
people records in the cloud. Our award-winning UltiPro delivers HR,
payroll, talent, and time and labor management, as well as HR
service delivery solutions. Founded in 1990, Ultimate is headquartered
in Weston, Florida, and employs more than 5,100 professionals. In 2019,
Fortune magazine and Great Place to Work ranked Ultimate #1 on their Best
Workplaces in Technology
 list, in the “Large Companies” category,
Ultimate’s fourth consecutive year to top the list. Customer Sales and
Service World Awards recognized Ultimate’s Services team as the #1 Customer
Service Department of the Year
 in 2018 for companies with 2,500
employees or more across diverse industries. Ultimate has 6,100
customers worldwide including Bloomin’ Brands, Culligan International,
Feeding America, First Horizon National Corporation, Red Roof Inn,
SUBWAY, Texas Roadhouse, and Yamaha Corporation of America. More
information on Ultimate’s products and services can be found at

About Hellman & Friedman

Hellman & Friedman is a leading private equity investment firm with
offices in San Francisco, New York, and London. Since its founding in
1984, Hellman & Friedman has raised over $50 billion of committed
capital. The firm focuses on investing in outstanding business
franchises and serving as a value-added partner to management in select
industries including software, financial services, business &
information services, healthcare, internet & media, retail & consumer,
and industrials & energy. For more information, please visit

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 in which we invest, and the communities in which we work.
We do this by using extraordinary people and flexible capital to help
companies solve problems. Our businesses, with $512 billion in assets
under management, include investment vehicles focused on private equity,
real estate, public debt and equity, non-investment grade credit, real
assets and secondary funds, all on a global basis. Further information
is available at
Follow Blackstone on twitter @Blackstone.

About GIC

GIC is a leading global investment firm established in 1981 to manage
Singapore’s foreign reserves. As 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. GIC has investments in over 40 countries. Headquartered in
Singapore, GIC employs over 1,500 people across 10 offices in key
financial cities worldwide. For more information on GIC, please visit

About Canada Pension Plan Investment Board

Canada Pension Plan Investment Board (CPPIB) is a professional
investment management organization that invests the funds not needed by
the Canada Pension Plan (CPP) to pay current benefits in the best
interests of 20 million contributors and beneficiaries. In order to
build a diversified portfolio, CPPIB invests in public equities, private
equities, real estate, infrastructure, and fixed-income instruments.
Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg,
Mumbai, New York City, São Paulo, and Sydney, CPPIB is governed and
managed independently of the Canada Pension Plan and at arm’s length
from governments. At December 31, 2018, the CPP Fund totalled C$368.5
billion. For more information about CPPIB, please visit or
follow us on LinkedInFacebook
or Twitter.

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 145
businesses in its target markets, successfully completed over 95 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

UltiPro is a registered trademark of The Ultimate Software Group, Inc.
All other trademarks referenced are the property of their respective

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