technology, media, & telecom...across 31 categories such as consumer electronics, fashion, baby,...

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Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is a private limited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. www.harriswilliams.com TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 1Q 2017

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Page 1: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is a private limited company incorporated under English law with its registered officeat 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. HarrisWilliams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

www.harriswilliams.com

TECHNOLOGY, MEDIA, & TELECOM

Insert Footnote here

QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 1Q 2017

Page 2: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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PAGE |

CONTENTS

IDM OVERVIEW

SELECT M&A TRANSACTIONS – 1Q 2017

IDM M&A ACTIVITY

IDM SECTOR OVERVIEWS

IDM PRIVATE PLACEMENTS OVERVIEW

IDM PUBLIC COMPARABLES OVERVIEW

TECHNOLOGY IPO OVERVIEW

DEBT MARKET OVERVIEW

Appendix: Public Comparables Detail

TMT CONTACTS

UNITED STATES

Jeff BistrongManaging [email protected]

Sam HendlerManaging [email protected]

Mike WilkinsManaging [email protected]

EUROPE

Thierry MonjauzeManaging [email protected]

TO SUBSCRIBE PLEASE EMAIL:*[email protected]

HARRIS WILLIAMS & CO. OVERVIEW

HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM

HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS

SELECT 2017 AND 2016 HW&CO. TMT TRANSACTIONS

1

SOFTWARE / SAAS

Enterprise Software

Data and Analytics

Infrastructure and Security Software

IT and Tech-enabled Services

Data Center and Managed Services

INTERNET & DIGITAL MEDIA

AdTech and Marketing Solutions

Data and Information Services

eCommerce

Media, Content, and Gaming

TMT VERTICAL FOCUS AREAS

pending acquisition by has been acquired byhas been acquired byhas been acquired by has been acquired byhas acquiredhas been recapitalized by

has received a majority investment

from

has received a majority investment

from

has been acquired byhas been acquired by

has been acquired by

A portfolio company

ofhas received a

majority investment

from

Approximately 250 professionals across eight offices in the U.S. and Europe

Strategic relationships in India and China

10 industry groups

KEY FACTS

HW&Co. OfficeNetwork Office

San Francisco

Boston

Richmond

Minneapolis Cleveland

London

Frankfurt

Beijing

Hong KongMumbai

ShanghaiNew Delhi

Washington D.C.

2017 Investment Bank of the Year by Mergers & Acquisitions,

2016 PE Investment Bank of the Year by Global M&A Network

Deal of the Year by Global M&A Network

Deal of the Year by Buyouts Magazine

Over 125 transactions closed in the past 24 months

Education Tech

Energy, Power, and Infrastructure

Fintech

Healthcare IT

Human Capital Management

Public Sector and Non-Profit

Supply Chain, Transportation, and Logistics

Manufacturing

Professional Services

Page 3: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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HARRIS WILLIAMS & CO. INTERNET & DIGITAL MEDIA (IDM) OVERVIEW

2

SECTION CONTENTS

SELECT HW&CO. INTERNET & DIGITAL MEDIA TRANSACTIONS

Harris Williams & Co.’s Technology, Media & Telecom (“TMT”) Group is dedicated to providingsuperior merger & acquisition and capital markets advisory services to market leading companies.We are pleased to issue the 1Q 2017 Internet & Digital Media Sector Update, which providescommentary and analysis on the current IDM M&A environment and market trends.

ABOUT THE SECTORPrimary IDM Contact

Mike WilkinsManaging Director575 Market Street, 31st FloorSan Francisco, California 94105Office: 415.217.3411Mobile: [email protected]

• Proprietary Data Networks

• Community Based Information Services

Data and Information Services

• Advertising Networks and Search Portals

• Marketing Technology

AdTech and Marketing Solutions

• Digital Media

• Online Content

• Social Media

• Gaming

Media, Content, and Gaming

• Marketplace

• Travel

• eCommerce Enablement

• Flash Sales, Promotional, and Coupons

• Vertical eCommerce

eCommerce

Provider of

online

community

management

solutionshas been acquired by

Leading B2C

eCommerce

wine retail

platform in

Europehas been acquired by

Baarsma B2C trades as:Leading

inbound

demand

generation

and sales

conversion

platform

has been acquired by

Provider of B2B

news,

information,

data, software

and custom

content

solutions for

the travel

industry

has been acquired by

Leading city

attraction pass

provider

across Europe

and North

Americahas been acquired by

Provider of

membership

management

solutions, career

center and job

board software,

an LMS, and

advertising and

media solutions.

has been acquired by

A portfolio company

of

Page 4: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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SELECT IDM M&A TRANSACTIONS(1)

3

Amazon’s pending acquisition of Souq.com

Souq.com is the largest online retail and marketplace platform in the Arab world, featuring more than 8.4 million products across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods.

In February 2016, the company secured financing of $275 million in a round that placed its valuation at $1 billion, a starklydifferent level than the latest transaction.

Through its acquisition of Souq.com, Amazon gains broad and well-established business operations in the Middle East, a previously untapped region for geographic expansion.Ent. Value: $650m

Revenue: N/A

EV / Revenue: N/A

EV / EBITDA: N/A

Announced 3/28/17

KKR’s pending acquisition of Travelopia

Travelopia is one of the leading specialist travel groups, providing customers with unique experiences through its portfolio of more than 50 independently operated brands.

The transaction, a divestiture from German-based TUI Group, enables the Company to better focus on its large international customer base of over 800,000 annual travelers.

KKR will support Travelopia in addressing the large and growing experiential travel market opportunity while also harnessing the potential from digital distribution and expanding its geographical reach, notably into China.Ent. Value: $406m

Revenue: $1.2b

EV / Revenue: 0.3x

EV / EBITDA: 7.6x

Announced 2/13/17

Airbnb’s acquisition of Luxury Retreats

Luxury Retreats is a full service villa rental company offering personalized villas for vacations in over 100 destinations across the globe.

Valued at ~$31 billion, Airbnb reportedly prevailed over Expedia in the sale process and is thought to have keen interest in leveraging Luxury Retreats' turnkey concierge service and 4,000+ properties worldwide in order to enhance its offerings.

Sources have indicated that Airbnb intends to stay acquisitive for the remainder of 2017, actively seeking targets with solutions in airfare aggregation, group payments, and pricing, as well as targets that expand the company's reach in China and India.Ent. Value: $229m

Revenue: N/A

EV / Revenue: N/A

EV / EBITDA: N/A

Closed 2/16/17

Walmart’s acquisition of Moosejaw

Moosejaw is an online and brick and mortar retailer specializing in outdoor recreation apparel and gear for snowboarding, rock climbing, hiking, and camping.

The acquisition bolsters Walmart’s advancement into clothing and accessories—the largest online retail category and a source of intense recent competition—by equipping the Company with over 120,000 SKUs from more than 400 apparel brands.

Following its marquee acquisition of Jet.com, Walmart has invested heavily in building out its eCommerce portfolio, snapping up several additional online retailers in 1Q, such as ModCloth, a women’s fashion website, and ShoeBuy, a Zappos competitor.Ent. Value: $51m

Revenue: N/A

EV / Revenue: N/A

EV / EBITDA: N/A

Closed 2/15/17

The Priceline Group’s pending acquisition of Momondo

Momondo provides global travel search and inspiration services to advertisers and consumers through its international portfolio of websites and services.

The Momondo Group, comprised of both the Momondo and Cheapflights.com brands, will roll under The Priceline Group’s Kayak portfolio, which seeks to leverage the brands’ strong inroads into key geographies.

The acquisition of the Momondo Group will help Kayak in markets such as the UK, the Nordics, and Russia—areas in which the Priceline Group has previously faced an uphill battle—and will equip Kayak with enhanced flight metasearch capabilities. Ent. Value: $550m

Revenue: N/A

EV / Revenue: N/A

EV / EBITDA: N/A

Announced 2/7/17

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5 4 2 3 3

7 716

5 4 22 3 3 1

17

9

9

6 4

4 34 2

7

4

1

22

34 2 4 3

14

3

76

32

2 1 1

1

4

3 2

1

3

2017

2016

2015

2014

2013

2012

180

206185 189

215228

195

164

193

119141 133

160

1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17

IDM ACQUISITION ACTIVITY – STRATEGIC ACQUIRERS(1)

MOST ACTIVE STRATEGIC ACQUIRERS OF IDM ASSETS BY VOLUME

GLOBAL STRATEGIC ACQUIRER IDM M&A ACTIVITY BY VOLUME

4

(Number of Transactions)

(Number of Transactions)

The most active strategic acquirers of IDM assets completed a combined acquisitions in 2016 and 13 acquisitions in 1Q 2017.

Though aggregate strategic M&A volume increased significantly over last quarter, the majority of the most active strategic acquirers remained quiet, with five transacting in the first quarter.

Google continues to lead the group with four acquisitions in 2017 YTD, including Kaggle, a platform that crowdsources machine learning solutions through online competitions—an acquisition that underscores Google’s commitment to building out its artificial intelligence capabilities.

1Q 2017 saw an increase in M&A activity over the prior quarter with strategic M&A activity increasing from 133 in 4Q 2016 to 160 in 1Q 2017.

1Q 2017 activity represents a 20.3% increase from 4Q 2016 but a 17.1% decrease from 1Q 2016.

As occurred in 1Q 2015 and 1Q 2016, there was a significant uptick in IDM M&A activity by strategics to begin the year, largely driven by a broad array of smaller transactions.

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24 3 3 2 2 2 1

3

53

5 1 1 2 31

53 7

55 4 3

47

2

6

64

1

7

3 6 3

2

3

11

63

74

22

1

1

1

11

1

2017

2016

2015

2014

2013

2012

17

21

17 17 17

29

19

24

19

9 10

15 15

1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17

IDM ACQUISITION ACTIVITY – PRIVATE EQUITY INVESTORS(1)

MOST ACTIVE PRIVATE EQUITY INVESTORS OF NEW IDM PLATFORMS BY VOLUME

GLOBAL NEW PLATFORM PRIVATE EQUITY IDM M&A ACTIVITY BY VOLUME

5

(Number of Transactions)

(Number of Transactions)

The ten most active private equityinvestors of new IDM assetsmaintained roughly historicallevels with 6 platform acquisitionscompleted in 1Q 2017.

Vista Equity Partners remains oneof the more prolific acquirers ofnew IDM platforms, logginganother IDM acquisition in 1Q2017.

Private equity IDM M&A volumeheld to the same number as lastquarter at 15 deals, while totalplatform investments YoYdecreased by 21.1%.

The tempering of activity isperhaps attributable to aninvestment community that iswaiting to see the outcome of thereenergized tech IPO market,while also processing theuncertainty surrounding the first100 days of the Trumpadministration.

Despite the temporary inertia, P.E.activity is expected to pick-upthrough the remainder of 2017.

Page 7: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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Pending Rock Holdings, Inc. Core Digital Media, Inc. Provides online marketing and customer acquisition services. NA NA

Pending Orient Hontai Capital AppLovin Corp. Operates a mobile marketing platform. $1,400 6.0x

Pending KKR & Co. Travelopia Holdings Ltd. Operates a network of specialist travel brands that provide experiential services to travelers. $406 0.3x

Pending Amobee, Inc. Turn, Inc. Provides online advertising services. $310 NA

Pending Viant Technology LLC Adelphic, Inc. Provides mobile and cross-channel programmatic advertising platform. NA NA

Pending Sun Seven Stars Media Group Ltd. Grapevine Logic, Inc. Provides social media marketing and advertising technology services. NA NA

Pending ReviMedia, Inc. Clicktocallnetwork Provides mobile performance marketing services. NA NA

Pending Altice NV Teads France SASU Provides platforms for bloggers and advertisers. $306 NA

03/07/17 SmartZip Analytics, Inc. Reach150 Social, Inc. Operates an online platform to recommend and promote companies on social networks. NA NA

02/28/17 Avanade, Inc. Infusion Software, Inc. Offers an Email marketing and sales platform for small businesses. NA NA

02/15/17 eMazzanti Technologies Liqui-Site Operates a custom website design, SEO, and digital marketing agency. NA NA

02/09/17 ProSites, Inc. Eirene, Inc. Offers mobile appointment reminders, online reputation management, and marketing services. NA NA

02/01/17 Web.com Donweb.com Provides web hosting, cloud servers, and email marketing to SMB businesses. NA NA

01/31/17 SmartRecruiters, Inc. Jobspotting GmbH Operates internet job search platform. NA NA

01/27/17 Symphony Technology Group Fishbowl, Inc. Provides online marketing solutions for restaurants. NA NA

01/09/17 Age Partnership Ltd. Marketing Lab Ltd. Provides website development and optimization. NA NA

01/03/17 Comcast Corp. Watchwith, Inc. Provides data driven advertising platform. NA NA

$358 3.2x

51

76

58

65

76

87

57

68

42

37 35

38 42

1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17

1.7x

2.8x

2.5x

1.6x

2.2x

1.9x

2.3x

3.0x

1.6x

2.3x

2.6x

2.0x

1.8x

1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17

NOTABLE ADTECH AND MARKETING SOLUTIONS M&A TRANSACTIONS

ADTECH AND MARKETING SOLUTIONS – M&A MARKET SUMMARY(1)

ADTECH AND MARKETING M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

6

(Number of Transactions) (Enterprise Value / Revenue) AdTech and Marketing

Solutions M&A deal volume increased by 10.5% since last quarter. The slight uptick returns deal volume to the same level as 1Q 2016.

Private equity increased investment activity in the vertical in 1Q, while still comprising only ~10% of overall buyers.

Though median multiples decreased slightly since 4Q, 1Q 2017 represents an overall increase over 1Q 2016 median multiples.

While strategics continue to represent the great majority of all buyers, some of the quarter’s more notable 1Q transactions came from private equity investors such as OMERS, KKR, and Orient Hentai.

Amobee’s $310 million acquisition of Turn highlights the recent trend of smaller adtechcompanies finding strategic exits through their absorption by larger telcos; with AOL, Yahoo, and Telenor comprising the most high-profile examples of such buyers.

DATE

CLOSED ACQUIRER DESCRIPTION

ENTERPRISE

VALUE (MM)TARGET

REVENUE

MULTIPLE

MEDIAN

Page 8: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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Pending Golden Gate Private Equity Neustar, Inc. Provides data and analytics to marketers. $2,712 2.3x

Pending Kohlberg & Co. LLC MarketCast Provides data driven insights to the global entertainment industry. $200 3.4x

Pending SAP Abakus, Inc. Provides software solutions for impact analysis and market analysis. NA NA

Pending Zhongchang Big Data Corp. Ltd. Shanghai Yunke Network Tech. Operates an intelligent marketing data platform. $168 5.8x

Pending Advent International Corp. CCC Information Services, Inc. Develops software and provides analytical applications to the insurance sector. $3,000 NA

Pending Argus Information & Advisory Fintellix Solutions Pvt Ltd. Develops business intelligence and analytics products for banking and financial services markets. NA NA

Pending Telestream, Inc. IneoQuest Technologies, Inc. Offers digital video monitoring products & management services. NA NA

Pending Genpact Ltd. Fiserv, Inc. /Item Processing Bus/ Provides data processing services and software system development. NA NA

Pending Capitol Acquisition Corp. III Cision US, Inc. Provides media research services. $931 NA

04/05/17 Gartner, Inc. CEB, Inc. Provides authoritative data, tools, best practices research and peer insights to enterprises. $3,233 3.4x

04/04/17 The KEYW Corp. Sotera Defense Solutions, Inc. Provides technology-based systems and services for national security agencies. $235 NA

02/28/17 Yelp, Inc. NoWait, Inc. Offers a software for the hospitality industry. $40 NA

02/26/17 Mozilla Corp. Read It Later, Inc. Develops a platform that lets bookmark a webpage and access it on other devices. NA NA

02/21/17 Meltwater Group, Inc. Wrapidity Ltd. Engages in process of turning unstructured and semi structured web content into structured data. NA NA

02/15/17 H.I.G. Growth AdTheorent Provides predictive technologies and real-time impressions to the mobile marketing industry. NA NA

02/14/17 Motorsport Network LLC Motorsport Forix Ltd. Provides motor sport database containing racing and rallying results. NA NA

02/08/17 Accenture Plc InvestTech Systems Consulting, Inc. Provides data management and technology services. NA NA

01/31/17 Return Path, Inc. ThreatWave Develops an email sensor network to provide insights collected from email data sources. NA NA

$583 3.4x

4.1x

2.1x2.3x

1.6x

3.5x

3.1x

4.4x

5.0x

4.6x

5.7x

3.4x

3.8x

3.0x

1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17

44

65

60

52

57 59 60

58

64

42 41 40

65

1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17

NOTABLE DATA AND INFO SERVICES M&A TRANSACTIONS

DATA AND INFORMATION SERVICES – M&A MARKET SUMMARY(1)

DATA AND INFO SERVICES M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

7

(Number of Transactions) (Enterprise Value / Revenue) Data and Information Services

M&A volume has seen a dramatic uptick through 1Q 2017, with activity levels returning to the levels seen through 2014 and 2015.

As in prior quarters, the majority of acquisitions have been strategic buyers, with financial buyers only accounting for six of the transactions.

Median revenue multiples in the sector decreased to 3.0x.

Strategic acquirers were highly active, with many transactions across a broad cross-section of Data and Information sub-sectors.

Neustar’s stockholders voted on 3/14/2017 to approve the acquisition by a group of investors led by Golden Gate Private Equity for $2.7 billion. The transaction is expected to close no later than the end of the 3Q 2017.

DATE

CLOSED ACQUIRER DESCRIPTION

ENTERPRISE

VALUE (MM)TARGET

REVENUE

MULTIPLE

MEDIAN

Page 9: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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8.2x

7.4x

5.0x

5.8x

3.7x

4.2x

1.7x

4.3x

1.9x

6.3x6.7x

1.4x

2.5x

1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17

51

42 44

52

46

64

54

40

37 35

42

35

42

1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17

Pending PayPal Holdings, Inc. TIO Networks Corp. Provides multi-channel bill payment processing in North America. $170 2.4x

Pending Amazon.com, Inc. Souq.com FZ LLC Provides online shopping services. $650 NA

Pending The Priceline Group, Inc. Momondo A/S Owns and operates online flight search engine. $550 NA

Pending Rakuten Kobo Tolino Provides an e-reading platform in Germany. NA NA

03/15/17 Jet.com, Inc. ModCloth, Inc. Operates an online fashion and clothing retail business. $75 NA

03/08/17 Pinterest, Inc. Jelly Industries, Inc. Provides a human-powered discovery and search parsing engine driven by images. NA NA

03/06/17 Amazon Web Services, Inc. Thinkbox Software, Inc. Provides creative tools and pipeline technology for both small and large scale projects. NA NA

02/23/17 Ebates, Inc. ShopStyle, Inc. Provides online shopping and social networking services. NA NA

02/16/17 Airbnb, Inc. Luxury Retreats International, Inc. Provides online villa rental services. $229 NA

02/15/17 Wal-Mart Moosejaw Engages in the retail of outdoor gears and apparels. $51 NA

02/10/17 Shop.co Zen Shopping Provides a mobile checkout system. NA NA

02/09/17 Dave Hersh Monsoon Offers eCommerce retailers solutions to increase sales on marketplaces. NA NA

02/07/17 Twilio, Inc. Beepsend AB Provides mobile messaging services and payment solutions. NA NA

01/31/17 Eventbrite, Inc. Ticketscript BV Operates an online ticket shop. NA NA

01/27/17 COE Investments AB Jetshop AB Provides eCommerce systems, strategic guidance, and financial services within digital marketing. $17 2.1x

01/27/17 Ebates, Inc. Cartera Commerce, Inc. Provides card-linked marketing solutions. NA NA

01/01/17 Taboola.com Ltd. Commerce Sciences, Inc. Develops eCommerce personalization solutions for retailers. NA NA

01/05/17 Jet.com, Inc. Shoebuy.com, Inc. Sells footwear and accessories through Internet. $70 NA

$122 2.3x

8

ECOMMERCE – M&A MARKET SUMMARY(1)

ECOMMERCE M&A VOLUME (GLOBAL)

NOTABLE ECOMMERCE M&A TRANSACTIONS

MEDIAN M&A REVENUE MULTIPLES (REPORTED)

(Number of Transactions) (Enterprise Value / Revenue) eCommerce M&A volume

returned to the historical median of ~42 deals, representing a 20% uptick over last quarter.

Strategic buyers remain heavily active in the space comprising 90% of all buyers in 1Q 2017.

Reported multiples have increased on average against both last quarter and 1Q 2016, with companies continuing to pay a premium for assets that preserve their strategic optionality in a sector that continues to consolidate.

Amazon’s pending $650 million acquisition of Souq.com will equip the eCommerce giant with a means through which to drive sustained growth in the Middle East, a previously unpenetrated region for the company.

Wal-Mart continues to expand its eCommerce footprint with the recent acquisitions of ModCloth, Moosejaw, and Shoebuy.com; augmenting its cornerstone asset Jet.com with new sites that increase online selection and allow the company to reach new demographics.

DATE

CLOSED ACQUIRER DESCRIPTION

ENTERPRISE

VALUE (MM)TARGET

REVENUE

MULTIPLE

MEDIAN

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Pending Tinder Wheel Provides a social network for sharing video stories. NA NA

Pending DAITO Co., Ltd. GreenSnap KK Operates a social media application for plants and gardening enthusiasts. NA NA

Pending Future Investment Co., Ltd. Matchalarm, Inc. Develops a matchmaking application. NA NA

Pending Capitol Acquisition Corp. III Cision US, Inc. Provides media research services. $931 NA

Pending Altice NV Teads France SASU Provides platforms for bloggers and advertisers. $306 NA

Pending GREE, Inc. 3Minute, Inc. Engage in motion picture production business. $38 9.8x

Pending Daohe Global Group Ltd. Loovee Holdings, Inc. Develops mobile social networking platform. $116 NA

Pending Zhejiang Jinke Entertainment Outfit7 Develops mobile gaming apps. $1,000 7.4x

04/03/17 MeetMe, Inc. Ifwe, Inc. Operates social networking site. $60 NA

03/22/17 Pamplona Capital Management Legacy.com, Inc. Provides online obituaries for the newspaper industry. NA NA

03/08/17 6.cn, Inc. Smart Space Provides mobile online gaming solutions. $55 7.2x

03/07/17 SmartZip Analytics, Inc. Reach150 Social, Inc. Operates an online platform to recommend and promote companies on social networks. NA NA

02/22/17 HootSuite Media, Inc. LiftMetrix, Inc. Provides social media data warehousing services. NA NA

02/09/17 TASER International, Inc. Dextro, Inc. Creates applications for facial image analysis utilized in VR, animation, and gaming applications NA NA

02/01/17 Take-Two Interactive Software, Inc. Social Point SL Develops online social gaming programs. $280 NA

01/31/17 Plex, Inc. Watchup, Inc. Develops an iPad application that allows users to create video playlist from news videos. NA NA

01/27/17 GOOD Worldwide, Inc. Cloud Tiger Media, Inc. Operates online social media platform. NA NA

01/19/17 Ubisoft Entertainment SA FreeStyleGames Ltd. Develops and publishes computer game software. NA NA

$198 7.4x

2.9x

2.6x

4.7x

2.7x

3.7x

2.5x

6.0x

4.8x5.1x

4.2x

3.9x

5.9x

4.5x

1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17

61

77

68 67

80

85

62

53

84

38

58

46 47

1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17

NOTABLE MEDIA, CONTENT, AND GAMING M&A TRANSACTIONS

MEDIA, CONTENT, AND GAMING – M&A MARKET SUMMARY(1)

MEDIA, CONTENT & GAMING M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

9

(Number of Transactions) (Enterprise Value / Revenue) There was a small uptick in the

level of activity in the Media, Content, and Gaming from 4Q 2016. The market activity continues to be driven by strategic buyers, however, private equity activity increased with three transactions over 1Q 2017 compared to just one in 4Q 2016.

The median reported revenue multiple returned to trend, after 4Q 2016’s increase, decreasing to 4.5x.

Verizon’s long anticipated $4.5 billion acquisition of Yahoo is now expected to close in June 2017.

The combined company created by the merger of Capitol Acquisition Corp. III, a public investment vehicle, and Cision is projected to have an initial enterprise value of ~$2.4 billion with a 10.5x multiple of 2017P EV/Adj. EBITDA. The transaction is expected to close in 2Q 2017.

DATE

CLOSED ACQUIRER DESCRIPTION

ENTERPRISE

VALUE (MM)TARGET

REVENUE

MULTIPLE

MEDIAN

Page 11: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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PAGE |

03/24/17

AdTech &

Marketing

Solutions

D $50 $101 New Enterprise AssociatesProvider of an end to end marketing platform for the

residential real estate vertical.

03/24/17 eCommerce Late Stage $100 $228 The Carlyle Group, Tiger Global Provider of an online platform for logistics serv ices.

03/23/17

Data &

Information

Serv ices

C $54 $111 New Enterprise AssociatesProvider of machine learning platform for data

scientists.

03/22/17 eCommerce E $37 $118

Accel Partners, Aspect Ventures, Battery Ventures,

Coatue Management, Founders Circle, USVP, RSC

Capital

Provider of mobile hotel booking application for

reserv ing same-day hotel rooms.

03/16/17Media, Content

& GamingE $119 $715 Eldridge Industries Provider of an online fantasy sports betting platform.

03/15/17 eCommerce D $400 $675 Sequoia Capital, Andreessen Horowitz, Kleiner

Perkins Caufield & Byers, Whole Foods MarketProvider of same-day grocery delivery serv ices.

03/14/17Media, Content

& GamingC $92 $99 Index Ventures, Meritech Capital Partners Provides a social gaming platform.

03/09/17 eCommerce F $1,003 $4,400 CapitalG, TCV, Other Anonymous InvestorsOperates an online property rental marketplace for

short-term travel stays.

03/07/17

Data &

Information

Serv ices

C $50 $81 Sequoia Capital, Benchmark, Index VenturesOffers a real-time data platform built around Apache

Kafka.

03/07/17Media, Content

& GamingLate Stage $90 $165 Liberty Global, Zain, Catcha Group, EMC, Sky Provider of an on-demand online v ideo platform.

02/22/17

AdTech &

Marketing

Solutions

A $30 $30 Shamrock CapitalOperates a mobile media / advertising company that

acquires and manages mobile apps.

02/07/17 eCommerce A $25 $38 Accel Partners, Matrix Partners, Upfront Ventures,

Webb Investment Network

Provider of a marketplace to buy and sell sneakers on

mobile.

02/03/17 eCommerce B $33 $42

Columbus Nova, David Stern, Greycroft Partners,

Harbert Growth Partners, Salesforce Ventures,

Serv iceNow

Provider of comprehensive mapping and geo-analytics

solutions to Salesforce users.

01/31/17

Data &

Information

Serv ices

D $75 $75 Global Catalyst Partners, Kleiner Perkins Caufield &

Byers, Nvidia, Walden Venture Capital

Provider of voice-enabled AI and conversational

intelligence technologies.

SELECT RECENT IDM PRIVATE PLACEMENTS(6)

10

Note: Financial information presented above represents reported capital raised only.

DESCRIPTIONTOTAL RAISED

($M)DATE COMPANY SECTOR ROUND

ROUND

SIZE ($M)INVESTORS (CURRENT ROUND)

Page 12: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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28.7x

35.2x

17.5x18.8x

14.8x

12.5x11.6x

15.9x

12.6x 13.6x

16.6x

24.6x

15.0x

20.5x

26.0x

18.7x 19.1x

14.6x15.5x

16.6x

19.1x

15.3x 14.5x16.8x 17.2x

16.4x

Social Media Bellwethers Search Portals Travel Community Info Gaming Marketplace Data Networks Local Online Digital Media VerticaleCommerce

Marketing Tech Promotional

1Q 2016 1Q 2017

5.9x6.1x

5.6x

4.4x 4.4x

2.2x 2.4x2.6x

2.2x2.0x 1.9x

1.7x

0.9x

9.2x

6.6x

5.8x

4.0x 3.9x

3.3x 3.1x

2.6x2.5x

2.2x 2.2x

1.5x

0.9x

Social Media Bellwethers Search Portals Travel Community Info Gaming Marketplace Data Networks Local Online Digital Media VerticaleCommerce

Marketing Tech Promotional

1Q 2016 1Q 2017

36.1%

25.3%

18.6%

17.9%

7.7%

36.2%

19.6%

32.8%

7.3%

32.0%

17.4%

36.5%

(1.5%)

(68.2%)

88.1%

6.1%

37.3%

(20.3%)

139.4%

(15.5%)

(8.6%)

(41.9%)

8.5%

33.7%

(37.5%)

(60.4%)

Social Media

Bellwethers

Search Portals

Travel

Community Info

Gaming

Marketplace

Data Networks

Local Online

Digital Media

Vertical eCommerce

Marketing Tech

Promotional

1-Year Performance 3-Year Performance

PUBLIC IDM VALUATION MULTIPLES BY SECTOR(1)

LTM EBITDA MULTIPLE ANALYSIS 1Q 2017 VS. 1Q 2016

LTM REVENUE MULTIPLE ANALYSIS 1Q 2017 VS. 1Q 2016STOCK PERFORMANCE (1- & 3-YEAR)

11

As of March 31, 2017.

Page 13: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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`

KEY METRICS BY SECTOR – COMPARABLE PUBLIC IDM COMPANIES(1)

EV / LTM REVENUE MULTIPLE NTM REVENUE GROWTH LTM EBITDA MARGINNTM EBITDA GROWTH NTM REVENUE GROWTH LTM EBITDA MARGINNTM EBITDA GROWTH

COMP SET MEDIANS CORRELATION WITH EV / REVENUE MULTIPLE

12

As of March 31, 2017.

9.2x

6.6x

5.8x

4.0x

3.9x

3.3x

3.1x

2.6x

2.5x

2.2x

2.2x

1.5x

0.9x

Social Media

Bellwethers

Search Portals

Travel

Community Info

Gaming

Marketplace

Data Networks

Local Online

Digital Media

Vertical eCommerce

Marketing Tech

Promotional

22% 61% 20% 91% - 46%

9% 25% 21% 36% - 78%

19% 12% 28% - 66% -

13% 8% 16% 72% - 24%

4% 6% 25% - - 92%

8% 15% 27% 15% 24% 27%

16% (5%) 18% 52% 21% 78%

5% 11% 14% - - 14%

12% 16% 17% 47% - 46%

7% 15% 16% 67% 26% 86%

7% 20% 14% 62% - 92%

2% 31% 13% 58% - 82%

11% 104% 6% 80% - -

Page 14: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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SUMMARY OF TECHNOLOGY IPOS(1)

The technology IPO window appears to have opened up in 1Q 2017. IPO dollar volume increased significantly in the first quarter, with five transactions representing nearly $4 billion of total equity issued in the quarter. While much of this dollar volume was driven by Snap’s $3.4 billion IPO, it is still encouraging for the technology IPO market given the limited volume of new issuances over the last 12 months.

For the five technology IPOs in 1Q 2017, shares are trading up by a median 14% above their IPO price, creating a favorable outlook for additional technology listings in the near term.

MARKET CAP AT IPO (LTM) REVENUE GROWTH (1YR PRIOR TO IPO)OFFERING SIZE AT IPO (LTM)

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE)

26%

47%

26%

< 25% 25 - 75% > 75%

45%

25%

30%

$0-50M $50-500M $500M-$1B $1B+

5%

30%

45%

20%

$0 - 50M $50 - 100M $100 - 250M $250M +

(All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months)

6

16

13 13

11

18

7

11

5

15

3

8

0

2

9

4

5

1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 3Q-16 4Q-16 1Q-17

$0 - 50M $50 - 100M $100 - 250M $250M +

2013 Total: 48 2014 Total: 47 2016 Total: 152015 Total: 31 2017 Total: 5

13

Page 15: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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Circle Size Denotes Revenue ($)

1 Y

ea

r %

Re

ve

nu

e G

row

th P

re-I

PO

*Sto

ck

Pe

rfo

rma

nc

e S

inc

e O

ffe

rin

g

KEY PERFORMANCE METRICS FOR RECENT IDM IPOS(1)

IPO DATE

OFFER PRICE

OFFERING SIZE ($M)

OFFER TO CURRENT

14

As of March 31, 2017.* Reflects % growth of revenue over the course of the full-year leading up to IPO.

(25.0%)

(60.7%)

(100.0%)

10.7%

58.6%

39.6%

142.2%

(63.4%)

(44.3%)

41.7%

(33.6%)

300.5%

26.5%

92.0%

36.1%

17.1% 18.5%

32.5%

11.6%

300.0%

250.0%

200.0%

150.0%

100.0%

50.0%

0.0%

(50.0%)

(100.0%)

3/27/14 4/1/14 7/17/14 7/23/14 9/18/14 10/1/14 10/9/14 12/10/14 3/5/15 3/19/15 4/15/15 5/20/15 7/1/15 11/18/15 11/18/15 7/11/16 12/15/16 3/1/17 3/24/17

$14.0 $15.0 $7.0 $11.0 $68.0 $29.0 $25.0 $15.0 $11.5 $3.5 £16.0 $17.0 $26.0 $9.0 $12.0 $32.8 $11.0 $17.0 $14.0

$91.0 $168.0 $100.0 $101.6 $43.8 $91.7 $21,767.2 $319.0 $125.0 $870.0 £74.8 $2,042.0 $266.7 $130.9 $192.5 $243.0 $400.0 $1,140.5 $287.2

(25.0%) (60.7%) (100.0%) 10.7% 58.6% 39.6% 142.2% (63.4%) (44.3%) 41.7% (33.6%) 300.5% 26.5% 92.0% 36.1% 17.1% 18.5% 32.5% 11.6%

12.5%

43.5%

90.5%

47.3%

51.3%

52.4% 50.4%

72.5%

61.1%

9.1%

53.2%

106.2%

53.3%

107.0%

23.5%

38.4%

85.7%

589.5%

59.4%

(50.0%)

0.0%

50.0%

100.0%

150.0%

200.0%600.0%

150.0%

100.0%

50.0%

0.0%

(50.0%)

Page 16: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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PAGE |

26.4%

5.4%

9.3%

9.7%

11.7%

13.1%

24.4%

Other

Food & Beverage

Services & Leasing

Automotive

Insurance

Healthcare

Computers & Electronics

60%

50%

57% 55%

60%

66%

60% 58%

51% 50%

2008 2009 2010 2011 2012 2013 2014 2015 2016 1Q'17

4.0x

3.4x

3.8x 3.8x

4.3x

4.7x 4.7x

5.6x

4.5x

3.3x

4.2x 4.3x4.5x

4.8x

5.3x 5.3x 5.3x 5.2x

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 1Q'17

FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA

LBO LOAN VOLUME BY INDUSTRY MEDIAN LBO DEBT PERCENTAGES

DEBT MARKET OVERVIEW(2)(3)(4)

MIDDLE MARKET LBO LOAN MULTIPLES MIDDLE MARKET LBO VOLUME BY QUARTER

2016 New-Issue LBO Loan Volume: $3.7 billion Percentage of Total Purchase Price

Median middle market LBO loan multiples in 1Q 2017 remained in line with the prior three years at 5.2x leverage.

Middle market LBO loan volume increased to $1.1 billion in 1Q 2017.

Technology companies were the largest recipients of LBO loans in 2016, representing 24.4% of new issuance.

Median LBO debt percentages were 50% of total purchase price in 1Q 2017, in line with the prior quarter and below historical averages.

Defined as Issuers with EBITDA of $50 Million or LessDefined as Issuers with EBITDA of $50 Million or Less

$2.0B

$1.2B

$1.6B$1.5B

$1.8B

$1.2B

$1.9B$2.0B

$0.4B

$0.9B

$1.2B

$0.7B

$0.9B$1.1B

4Q'13 1Q'14 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17

Institutional Pro Rata

15

Page 17: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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PAGE |

acquired by acquired acquired by acquired by acquired by recapitalized by

acquired byacquired by acquired by

acquired byacquired by

acquired by acquired by

acquired by

majority investment

from

acquired bymerged with merged with acquired by acquired by

acquired by

significant equity

investment from

acquired a majority

stake inacquired by

acquired by

acquired by acquired by acquired byacquired by acquired by

acquired by

acquired by

acquired by acquired byacquired by

acquired by

acquired by majority

recapitalization by

acquired by acquired by

recapitalized byacquired by

acquired byacquired byacquired bysignificant equity

investment fromacquired by acquired

acquired by

acquired by acquired by

acquired by

acquired by acquired byacquired byacquired byminority investment

from

acquired byacquired by

strategic investment

fromacquired by acquired by

acquired by acquired byacquired by acquired by

acquired by

and

acquired by acquired by acquired byacquired by

investment from recapitalized by

acquired by

acquired by

acquired by

growth equity

investment from

sold its Kline Towers

Division to

acquired by

acquired by

acquired by

GFI Energy Group

a division of

has received a

majority investment

from

recapitalized by

acquired byminority investment

from

majority investment

from

acquired by

acquired by

and

majority investment

fromacquired by

acquired

acquired byacquired by

minority investment

fromacquired by

recapitalized by acquired by

acquired by

significant equity

investment fromacquired by

acquired by acquired by

acquired by

and

acquired bygrowth Investment

from

SELECT HW&CO. TMT TRANSACTIONS

16

Page 18: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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Internet Bellwethers Alphabet Amazon.com Facebook Yahoo!

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY UNIVERSE

eC

om

me

rce

17

Me

dia

/ C

on

ten

t /

Ga

min

g

Ad

Tec

h&

M

ark

etin

g

So

lutio

ns

Da

ta &

In

form

atio

n

Se

rvic

es

Adv ertising Networks / Search Portals Alphabet Baidu, Inc. Yahoo! Yahoo! Japan Nav er Yandex N.V.

Marketing Technology Adobe Criteo SA HubSpot Bazaarv oice The Rubicon Project Rocket Fuel QuinStreet

Local Online Adv ertising GoDaddy Wix.com Endurance

InternationalWeb.com Tucows Marchex

Proprietary Data Networks Alliance Data Acxiom Neustar comScore YouGov Plc

Community Based Information Serv ices CoStar Group Zillow Group Auto Trader Group Rightmov e Autohome Yelp Moneysupermarket 51job Bankrate Care.com

Community Based Information Serv ices

(cont'd)Angie's List DHI Group

Marketplace Amazon.com Alibaba Group JD.com eBay Rakuten Liberty Interactiv e MercadoLibre Shopify 58.com LendingClub

Marketplace (cont'd) Cnov a Wayfair Ov erstock.com

Trav el Priceline Ctrip.com Expedia TripAdv isor MakeMyTrip Trav elzoo

Flash Sales / Promotional / Coupons GrouponQuotient

TechnologyRetailMeNot

Vertical eCommerce GrubHub Cimpress Stamps.com Shutterfly Shutterstock Etsy Chegg PetMed Express1-800-

FLOWERS.COMeHealth

Digital Media & Online Content Tencent IAC SINA Corperation Pandora WebMD Health Sohu.com Blucora XO Group TechTarget Townsquare Media

Digital Media & Online Content (cont'd) Leaf Group

Social Media Facebook Twitter Momo Weibo Match Group Spark

Gaming NetEase Activ ision Blizzard Nintendo Electronic Arts Take-Two

Interactiv e

Ubisoft

Entertainment Zynga GREE Glu Mobile

Page 19: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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GoDaddy, Inc. GDDY $3,650 $3,399 99.7% 17.2% NA 15.0% 18.5% 11.4% 2.0x 2.0x 17.4x NM

Wix.com Ltd. WIX 2,680 3,008 95.5% 235.0% 200.3% 42.5% 43.2% NM 9.2x 9.2x NM NM

Endurance International Group Holdings, Inc.EIGI 3,002 1,118 68.0% (25.5%) (41.9%) 49.9% 4.5% 20.5% 2.7x 2.7x 13.2x NM

Web.com Group, Inc. WEB 1,626 970 85.8% (2.6%) (45.2%) 30.7% 6.2% 19.6% 2.3x 2.2x 11.7x NM

Tucows Inc. TCX 545 536 96.8% 127.4% 308.4% 9.8% 83.4% 15.2% 2.9x 2.9x 18.9x 33.3x

Marchex, Inc. MCHX 24 103 59.1% (38.9%) (75.5%) (9.4%) (23.2%) NM 0.2x 0.2x NM NM

Median $2,153 $1,044 90.6% 7.3% (41.9%) 22.9% 12.3% 17.4% 2.5x 2.5x 15.3x 33.3x

Adobe Systems Incorporated ADBE $62,413 $64,375 99.6% 38.7% 97.4% 23.1% 22.8% 31.9% 10.2x 10.5x 32.0x 49.0x

Criteo SA CRTO 3,102 3,045 94.6% 20.7% 21.7% 35.6% 36.7% 10.0% 1.7x 4.2x 17.2x 37.1x

HubSpot, Inc. HUBS 2,018 2,189 91.6% 38.8% NA 48.9% 30.0% NM 7.4x 7.4x NM NM

Bazaarv oice, Inc. BV 312 360 70.1% 36.5% (43.4%) 4.5% 0.8% 0.5% 1.5x 1.6x NM NM

Rubicon Project, Inc. RUBI 85 291 28.9% (67.8%) NA 12.0% (26.9%) 16.1% 0.3x 0.3x 1.9x NM

Rocket Fuel, Inc. FUEL 241 248 97.8% 70.2% (87.4%) (1.2%) (50.8%) NM 0.5x 1.0x NM NM

QuinStreet, Inc. QNST 141 177 90.3% 14.0% (37.5%) 5.5% 2.1% NM 0.5x 0.5x NM NM

Median $312 $360 91.6% 36.5% (37.5%) 12.0% 2.1% 13.0% 1.5x 1.6x 17.2x 43.1x

Alphabet Inc. GOOGL $509,965 $536,937 97.0% 11.1% 49.3% 21.9% (2.8%) 32.7% 5.7x 6.9x 17.4x 27.6x

Baidu, Inc. BIDU 55,118 46,869 85.8% (9.6%) 8.4% 0.4% 17.2% 26.0% 5.2x 5.4x 20.0x 28.2x

Yahoo! Inc. YHOO 38,530 44,391 98.3% 26.1% 27.2% 4.1% (32.3%) 6.2% 7.4x 11.0x NM NM

Yahoo Japan Corporation 4689-JP 23,480 26,272 92.2% 8.2% (6.3%) 52.2% 42.2% 26.5% 3.1x 3.4x 11.6x 23.0x

NAVER Corp. 035420-KR 20,230 25,202 93.0% 37.3% 3.8% 23.6% 20.3% 31.1% 5.8x 6.1x 18.7x 38.4x

Yandex NV YNDX 7,472 6,104 87.7% 43.1% (30.4%) 16.2% 42.6% 29.6% 6.6x 6.0x 22.3x 60.2x

Median $31,005 $35,331 92.6% 18.6% 6.1% 19.1% 18.8% 28.0% 5.8x 6.0x 18.7x 28.2x

Alphabet Inc. GOOGL $509,965 $536,937 97.0% 11.1% 49.3% 21.9% (2.8%) 32.7% 5.7x 6.9x 17.4x 27.6x

Amazon.com, Inc. AMZN 423,514 423,031 99.6% 49.3% 158.5% 27.1% 21.6% 8.7% 3.1x 3.1x 35.8x NM

Facebook, Inc. FB 386,047 334,552 99.4% 24.5% 126.8% 54.2% 37.0% 53.7% 14.0x 14.0x 26.0x 32.8x

Yahoo! Inc. YHOO 38,530 44,391 98.3% 26.1% 27.2% 4.1% (32.3%) 6.2% 7.4x 11.0x NM NM

Median $404,781 $378,791 98.9% 25.3% 88.1% 24.5% 9.4% 20.7% 6.6x 8.9x 26.0x 30.2x

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. LTM EBITDA Earnings

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS(1)

MARKETING TECHNOLOGY

18

ADVERTISING NETWORKS / SEARCH PORTALS

Marketing

Technology

Advertising

Networks /

Search Portals

Local Online

Advertising

Internet

Bellwethers

LOCAL ONLINE ADVERTISING

INTERNET BELLWETHERS

Marketplace

Proprietary Data

Networks

Community

Based Info

Services

Travel

Flash Sales /

Promotional /

Coupons

Vertical

eCommerce

Digital Media &

Online Content

Social Media

Gaming

As of March 31, 2017.Enterprise value and market capitalization figures in millions USD.Market capitalization figures exclude non-traded shares

Page 20: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

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Amazon.com, Inc. AMZN $423,514 $423,031 99.6% 49.3% 158.5% 27.1% 21.6% 8.7% 3.1x 3.1x 35.8x NM

Alibaba Group BABA 276,353 271,015 97.6% 36.4% NA 29.3% 42.3% 36.8% 12.8x 13.4x 34.8x 47.7x

JD.com, Inc. JD 42,640 38,242 95.8% 17.4% NA 35.6% 28.5% NM 1.2x 1.1x NM NM

eBay Inc. EBAY 40,215 36,492 97.5% 40.7% 42.3% 4.5% 4.7% 33.4% 4.5x 4.5x 13.4x 5.0x

Rakuten, Inc. 4755-JP 15,019 14,334 69.6% 3.6% (25.2%) 9.6% 11.0% 19.0% 2.1x 2.2x 11.0x 41.0x

Liberty Interactiv e QVCA 19,638 12,908 73.5% (20.7%) (20.7%) 6.6% (3.5%) 17.3% 1.8x 1.9x 10.7x 10.6x

MercadoLibre, Inc. MELI 9,164 9,338 96.7% 79.4% 120.4% 29.6% 38.7% 26.5% 10.9x 10.9x 40.9x 68.5x

Shopify, Inc. SHOP 5,326 5,258 93.3% 141.4% NA 89.9% 54.2% NM 13.7x 13.7x NM NM

58.com Inc. WUBA 4,925 4,263 57.5% (36.4%) (24.4%) 59.5% 15.6% NM 4.5x 4.3x NM NM

LendingClub Corp LC 5,714 2,197 65.3% (33.9%) NA 22.0% (51.4%) NM 4.8x 11.5x NM NM

Cnov a NV CNV 2,380 2,379 96.4% 76.7% NA 6.6% NA 1.0% 1.2x 1.2x NM NM

Wayfair, Inc. W 3,168 2,038 82.1% (6.3%) NA 50.2% 25.3% NM 0.9x 0.9x NM NM

Ov erstock.com, Inc. OSTK 310 440 83.9% 19.6% (15.5%) 8.6% 8.0% 1.0% 0.2x 0.2x 16.6x 35.2x

Median $9,164 $9,338 93.3% 19.6% (15.5%) 27.1% 15.6% 18.2% 3.1x 3.1x 16.6x 38.1x

CoStar Group, Inc. CSGP $6,493 $6,755 92.2% 10.1% 9.7% 17.7% 12.5% 26.6% 7.8x 7.8x 29.1x 79.4x

Zillow Group, Inc. ZG 5,952 5,951 84.5% 32.3% 17.5% 31.3% 23.8% NM 7.0x 7.0x NM NM

Auto Trader Group PLC AUTO-GB 5,357 4,782 78.6% (12.5%) NA 0.4% (8.1%) 63.7% 12.6x 14.2x 19.8x 25.1x

Rightmov e plc RMV-GB 4,714 4,624 78.7% (17.6%) 13.9% 14.5% 1.9% 74.2% 15.9x 17.3x 21.4x 26.5x

Autohome, Inc. ATHM 2,865 3,690 88.2% 13.7% (20.3%) 62.6% (3.2%) 25.5% 3.7x 3.3x 14.6x 20.0x

Yelp Inc. YELP 2,048 2,607 75.4% 64.7% (59.2%) 29.7% 24.7% 4.7% 2.9x 2.9x NM NM

Moneysupermarket.com Group plc MONY-GB 2,211 2,255 85.3% (9.6%) 32.0% 12.3% 0.4% 38.2% 5.2x 5.7x 13.6x 22.7x

51job Inc JOBS 1,451 2,204 96.7% 18.2% 0.5% 7.5% 8.7% 33.0% 4.1x 4.2x 12.5x 25.9x

Bankrate, Inc. RATE 972 868 81.1% 5.2% (43.4%) 16.7% 16.3% 18.4% 2.2x 2.2x 12.2x NM

Care.com, Inc. CRCM 354 365 96.5% 103.4% (23.5%) 16.6% 6.6% 3.8% 2.2x 2.2x NM NM

Angie's List, Inc. ANGI 354 339 53.0% (29.4%) (54.5%) (6.0%) (7.4%) 4.0% 1.1x 1.1x 27.6x NM

DHI Group, Inc. DHX 253 199 46.9% (51.1%) (47.5%) (11.3%) (4.8%) 22.3% 1.1x 1.1x 4.9x NM

Median $2,130 $2,431 82.8% 7.7% (20.3%) 15.6% 4.2% 25.5% 3.9x 3.8x 14.6x 25.5x

Alliance Data Systems Corporation ADS $29,712 $13,925 99.1% 13.2% (8.6%) 10.8% 8.3% 24.9% 4.2x 4.2x 16.7x 32.2x

Acxiom Corporation ACXM 2,366 2,227 93.7% 32.8% (19.0%) 5.6% 3.2% 14.1% 2.7x 2.7x 19.1x NM

NeuStar, Inc. NSR 2,600 1,828 96.4% 34.8% (1.0%) 15.2% 4.9% 40.1% 2.1x 2.1x 5.4x 10.8x

comScore, Inc. SCOR 704 1,237 62.0% (28.1%) (34.1%) 14.7% 68.3% 7.1% 1.9x 1.5x 27.4x NM

YouGov plc YOU-GB 344 351 97.3% 69.9% 80.7% 15.9% 1.8% 13.7% 2.6x 2.9x 19.1x 71.3x

Median $2,366 $1,828 96.4% 32.8% (8.6%) 14.7% 4.9% 14.1% 2.6x 2.7x 19.1x 32.2x

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS(1)

PROPRIETARY DATA NETWORKS

19

COMMUNITY BASED INFORMATION SERVICES

MARKETPLACE

Marketing

Technology

Advertising

Networks /

Search Portals

Local Online

Advertising

Internet

Bellwethers

Marketplace

Proprietary Data

Networks

Community

Based Info

Services

Travel

Flash Sales /

Promotional /

Coupons

Vertical

eCommerce

Digital Media &

Online Content

Social Media

Gaming

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. LTM EBITDA Earnings

As of March 31, 2017.Enterprise value and market capitalization figures in millions USD.Market capitalization figures exclude non-traded shares

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GrubHub, Inc. GRUB $2,509 $2,825 73.8% 30.9% NA 36.3% 30.7% 24.5% 5.1x 5.1x 20.7x NM

Cimpress N.V. CMPR 3,838 2,680 82.7% (5.0%) 71.4% 19.7% 14.0% 9.0% 2.0x 2.0x 22.0x 49.3x

Stamps.com Inc. STMP 2,214 1,994 87.0% 11.4% 245.2% 70.3% 14.6% 38.6% 6.1x 6.1x 15.8x 26.5x

Shutterfly, Inc. SFLY 1,784 1,625 88.4% 4.1% 10.5% 7.1% 3.2% 14.4% 1.6x 1.6x 10.9x NM

Shutterstock, Inc. SSTK 1,204 1,427 63.5% 12.6% (45.9%) 16.3% 11.4% 13.6% 2.4x 2.4x 17.9x NM

Etsy, Inc. ETSY 995 1,234 66.2% 22.2% NA 33.4% 21.7% 11.2% 2.7x 2.7x 24.4x NM

Chegg, Inc. CHGG 687 774 98.5% 89.2% 16.1% (15.7%) (9.0%) NM 2.7x 3.4x NM NM

PetMed Express, Inc. PETS 363 413 84.7% 12.5% 51.3% 2.3% 3.4% 14.7% 1.5x 1.5x 10.2x 19.0x

1-800-FLOWERS.COM, Inc. FLWS 688 363 89.5% 29.4% 79.9% 4.6% 2.9% 6.6% 0.6x 0.6x 8.8x 9.8x

eHealth, Inc. EHTH 158 221 79.5% 28.2% (77.3%) (1.4%) (9.4%) NM 0.8x 0.8x NM NM

Median $1,099 $1,331 83.7% 17.4% 33.7% 11.7% 7.4% 14.0% 2.2x 2.2x 16.8x 22.8x

Groupon, Inc. GRPN $1,596 $2,209 66.2% (1.5%) (51.7%) 0.8% (0.2%) 2.1% 0.5x 0.5x 24.4x NM

Quotient Technology Incorporated QUOT 628 851 66.5% (9.9%) (60.4%) 16.0% 13.8% NM 2.3x 2.3x NM NM

RetailMeNot, Inc. SALE 248 391 62.6% 1.1% (76.7%) 12.6% 10.9% 10.4% 0.9x 0.9x 8.5x NM

Median $628 $851 66.2% (1.5%) (60.4%) 12.6% 10.9% 6.2% 0.9x 0.9x 16.4x NM

Priceline Group Inc PCLN $91,977 $87,521 99.0% 38.1% 42.2% 16.5% 16.1% 38.7% 8.6x 8.6x 22.1x 41.0x

Ctrip.com CTRP 24,880 24,669 97.6% 11.0% 91.2% 66.7% 36.8% 4.3% 9.6x 9.0x NM NM

Expedia, Inc. EXPE 22,328 17,286 94.5% 17.0% 66.2% 31.5% 14.3% 15.7% 2.5x 2.5x 16.3x 61.3x

TripAdv isor, Inc. TRIP 5,865 5,669 60.2% (35.1%) (54.8%) (0.8%) 11.4% 18.1% 4.0x 4.0x 21.9x 47.2x

MakeMyTrip Ltd. MMYT 1,696 1,807 92.6% 91.3% 32.3% 12.1% (13.7%) NM 4.0x 12.3x NM NM

Trav elzoo Inc. TZOO 108 129 72.7% 18.8% (58.5%) (9.3%) (5.0%) 10.6% 0.8x 0.8x 8.0x 19.5x

Median $14,096 $11,478 93.6% 17.9% 37.3% 14.3% 12.9% 15.7% 4.0x 6.3x 19.1x 44.1x

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS(1)

TRAVEL

20

FLASH SALES / PROMOTIONAL / COUPONS

VERTICAL eCOMMERCE

Marketing

Technology

Advertising

Networks /

Search Portals

Local Online

Advertising

Internet

Bellwethers

Marketplace

Proprietary Data

Networks

Community

Based Info

Services

Travel

Flash Sales /

Promotional /

Coupons

Vertical

eCommerce

Digital Media &

Online Content

Social Media

Gaming

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. LTM EBITDA Earnings

As of March 31, 2017.Enterprise value and market capitalization figures in millions USD.Market capitalization figures exclude non-traded shares

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NetEase, Inc. NTES $32,422 $37,659 92.0% 97.8% 306.8% 58.2% 31.5% 33.7% 6.2x 5.9x 18.5x 21.6x

Activ ision Blizzard, Inc. ATVI 39,236 37,487 98.9% 47.3% 141.0% 24.4% (4.2%) 40.0% 5.9x 5.9x 14.7x 39.0x

Nintendo Co., Ltd. 7974-JP 19,690 32,846 75.4% 62.9% 97.6% (8.2%) 2.0% 6.8% 5.5x 4.7x NM 43.0x

Electronic Arts Inc. EA 23,896 27,596 97.5% 35.4% 203.8% (3.2%) 13.1% 26.9% 5.2x 4.9x 19.4x 21.2x

Take-Two Interactiv e Software, Inc. TTWO 3,896 6,011 98.5% 57.3% 170.4% 30.5% 30.1% 15.0% 2.5x 2.2x 16.4x NM

Ubisoft Entertainment SA UBI-FR 5,033 4,885 99.7% 36.2% 139.4% (4.8%) 2.7% 42.9% 3.3x 3.3x 7.6x 47.4x

Zynga Inc. ZNGA 1,646 2,245 92.5% 25.0% (34.9%) (3.0%) 8.1% NM 2.2x 2.2x NM NM

GREE, Inc. 3632-JP 777 1,522 92.6% 14.4% (40.8%) (24.4%) (6.1%) 17.9% 1.3x 1.4x 7.5x 21.1x

Glu Mobile Inc. GLUU 197 303 73.5% (19.5%) (52.2%) (19.7%) 9.9% NM 1.0x 0.9x NM NM

Median $5,033 $6,011 92.6% 36.2% 139.4% (3.2%) 8.1% 26.9% 3.3x 3.3x 15.5x 30.3x

Facebook, Inc. FB $386,047 $334,552 99.4% 24.5% 126.8% 54.2% 37.0% 53.7% 14.0x 14.0x 26.0x 32.8x

Twitter, Inc. TWTR 8,400 10,867 59.2% (9.7%) (68.2%) 14.0% (5.8%) 5.4% 3.3x 3.3x NM NM

Momo Inc MOMO 6,282 6,626 94.2% 203.1% NA NA 98.0% 19.4% 18.3x 11.4x NM 45.7x

Weibo Corp WB 11,237 5,202 88.8% 190.7% NA 37.0% 48.7% 19.9% 19.1x 17.1x NM NM

Match Group, Inc. MTCH 5,334 752 82.7% 47.6% NA 19.8% 6.1% 29.1% 4.4x 4.4x 15.0x 4.4x

Spark Networks, Inc. LOV 17 33 41.4% (53.6%) (80.8%) (27.1%) (20.0%) 0.8% 0.5x 0.5x NM NM

Median $7,341 $5,914 85.7% 36.1% (68.2%) 19.8% 21.5% 19.7% 9.2x 7.9x 20.5x 32.8x

Tencent Holdings Ltd. 700-HK $271,678 $271,702 96.8% 40.4% 97.3% 39.9% 32.8% 41.7% 12.9x 12.4x 30.9x 43.9x

IAC IAC 6,259 5,304 95.2% 56.6% 1.6% (2.8%) (1.1%) 12.6% 2.0x 2.0x 15.8x NM

SINA Corp. SINA 3,996 5,112 84.6% 60.6% 23.6% 17.1% 33.8% 11.0% 4.1x 3.9x 37.5x 22.7x

Pandora Media, Inc. P 2,830 2,779 78.8% 32.0% (62.8%) 19.0% 17.2% NM 2.0x 2.0x NM NM

WebMD Health Corp. WBMD 2,908 1,988 78.0% (15.9%) 25.2% 10.8% 1.9% 28.4% 4.1x 4.1x 14.5x 21.8x

Sohu.com, Inc. SOHU 816 1,527 78.9% (20.6%) (40.5%) (14.8%) 6.5% 5.3% 0.5x 0.5x 9.3x NM

Blucora, Inc. BCOR 1,087 734 96.1% 235.3% (10.3%) NA 6.4% 17.4% 2.4x 2.4x 13.7x NM

XO Group Inc. XOXO 335 453 82.0% 7.2% 67.2% 7.4% 8.1% 15.9% 2.2x 2.2x 13.8x NM

TechTarget, Inc. TTGT 287 248 95.8% 21.7% 15.5% (4.7%) 4.9% 11.0% 2.7x 2.7x 24.6x NM

Townsquare Media, Inc. TSQ 853 167 93.6% 8.7% NA 17.1% 2.2% 19.8% 1.7x 1.7x 8.3x 7.3x

Leaf Group Ltd. DMD 96 151 89.8% 50.0% (26.3%) (9.9%) 7.4% NM 0.8x 0.8x NM NM

Median $1,087 $1,527 89.8% 32.0% 8.5% 9.1% 6.5% 15.9% 2.2x 2.2x 14.5x 22.2x

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS(1)

DIGITAL MEDIA & ONLINE CONTENT

21

SOCIAL MEDIA

GAMING

Marketing

Technology

Advertising

Networks /

Search Portals

Local Online

Advertising

Internet

Bellwethers

Marketplace

Proprietary Data

Networks

Community

Based Info

Services

Travel

Flash Sales /

Promotional /

Coupons

Vertical

eCommerce

Digital Media &

Online Content

Social Media

Gaming

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. LTM EBITDA Earnings

As of March 31, 2017.Enterprise value and market capitalization figures in millions USD.Market capitalization figures exclude non-traded shares

Page 23: TECHNOLOGY, MEDIA, & TELECOM...across 31 categories such as consumer electronics, fashion, baby, health and beauty, and household goods. In February 2016, the company secured financing

Healthcare & Life Sciences

IndustrialsEnergy, Power & Infrastructure

Industrials

PAGE |

Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities. Our clients benefit form our deep-sector experience,integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information,visit our website at www.harriswilliams.com/industries.

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BostonOne International PlaceSuite 2620Boston, Massachusetts 02110Phone: +1 (617) 482-7501

Cleveland1900 East 9th Street20th FloorCleveland, Ohio 44114Phone: +1 (216) 689-2400

Minneapolis222 South 9th StreetSuite 3350Minneapolis, Minnesota 55402Phone: +1 (612) 359-2700

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London63 Brook StreetLondon W1K 4HS, EnglandPhone: +44 (0) 20 7518 8900

Technology, Media & Telecom

22

TECHNOLOGY, MEDIA & TELECOM

QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 1Q 2017

OUR FIRM

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Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industryknowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory,board advisory, private placements, and capital markets advisory services.

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is a privatelimited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies forEngland and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade nameunder which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

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HARRIS WILLIAMS & CO.

1) FactSet.

2) PNC Capital Markets.

3) S&P LCD stats.

4) PitchBook.

5) HW&Co. proprietary transaction information.

6) Crunchbase.

SOURCES

DISCLOSURES

23