The Leader in M&A, Financing, and Strategic Advisory Services for the Travel and Leisure Industries

BENTLEY ASSOCIATES L.P.

Overview of Bentley Associates

BENTLEY ASSOCIATES L.P. CONFIDENTIAL

OVERVIEW OF BENTLEY ASSOCIATES Relationship Team

BENTLEY ASSOCIATES L.P.

Travel and Leisure Group

Frank Sena Justin Hirs Managing Director Director

Associates and Analysts

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OVERVIEW OF BENTLEY ASSOCIATES Background

➢ Bentley Associates is an independent middle-market investment bank offering the focused attention and expertise of seasoned professionals

 Founded in 1990 and headquartered in

 Nominated as “ Firm of the Year” by the Association for Corporate Growth in 2017 and “Boutique Investment Banking Firm of the Year” by The M&A Advisor in 2013 and 2016

➢ Comprised of over 25 senior-level investment bankers, typically with 20 to 25 years of experience

 In addition to its travel services group, coverage industries include business services, retail, energy, financial institutions, healthcare, industrials, media/telecom, real estate, and technology

 Previous careers at Bear Stearns, CIBC, Citicorp, Dean Witter Reynolds, DLJ, JPMorgan Chase, Merrill Lynch, PaineWebber, PricewaterhouseCoopers, Prudential Securities, and Salomon Smith Barney

➢ We maintain active relationships with more than 900 middle and small market firms

➢ Bentley has referral relationships with Morgan Stanley Wealth Management, Bank of America Merrill Lynch, and Wells Fargo Advisors

 These firms refer their middle-market clients based on our demonstrated investment banking expertise

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Industry Focus1and Expertise

➢ A 24/7 focus on Travel and Leisure

 Unique emphasis on the intermediaries who deliver travel products to the end consumer

 We are “a mile deep” with experience in the “inch-wide” vertical of travel and leisure services

➢ The #1 ranked M&A track record on Wall Street

Total M&A Travel Services Transactions (2005 – present)

24 22

22

20

18

16

13 13 14

11 12

9 9 10 8 8 7 7

8 6 Number of M&A Transactions M&A of Number 6

4

2

0 Bentley Morgan JPMorgan Deutsche UBS Citigroup Jefferies BofA Merrill Goldman Blackstone Associates (1) Stanley Chase Bank Lynch Sachs

1 Includes transactions completed by Travel and Leisure professionals while at previous firms. BENTLEY ASSOCIATES L.P. 4

OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Areas of Focus

Distribution Software & Technology Services

➢ Online/Offline Travel Agencies ➢ Systems/Reservation Software ➢ Travel Media

➢ Leisure/Corporate Travel ➢ Booking Engines ➢ Hotel Representation Firms

➢ Air/Hotel/Car eCommerce ➢ Back-Office Software ➢ Travel Content Providers

➢ Vacation/Home Rental ➢ Meta-Search Companies ➢ Review Sites

➢ Tour Operators ➢ Mobile Apps/Technology ➢ Deal Publishers/Aggregators

➢ Meeting/Event Companies ➢ CRM/Guest Services Software

➢ Activity Providers ➢ Social Networking Platforms

➢ Travel Wholesalers

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Primary Services

Financial Advisory

➢ Sellside M&A ➢ Recapitalizations

➢ Buyside M&A ➢ Management Buyouts

➢ Divestitures and Spinoffs ➢ Valuation Assignments

Capital Raising

➢ Venture Capital

➢ Growth Equity

➢ Senior and Mezzanine Debt

➢ Venture Debt

Strategic Advisory

➢ Creation of Strategic Partnerships

➢ Contracted Corporate Development

➢ Customized Consulting

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OVERVIEW OF BENTLEY ASSOCIATES Select Transactions and Assignments

has completed a bankruptcy has completed an has been acquired by sale to equity sale to

Sell-Side Advisor Sell-Side Advisor Valuation Analysis Valuation Analysis Sell-Side Advisor Sell-Side Advisor

December 2015 March 2014 April 2013 February 2012 November 2012 January 2011

has acquired has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by

Buy-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor

July 2010 April 2008 March 2008 March 2008 September 2006 October 2005

has invested in has been acquired by has been acquired by created from merger of has acquired has been acquired by

$26.3 million $533 million $425 million

Buy-Side Advisor Sell-Side Advisor Sell-Side Advisor Buy-Side Advisor Buy-Side Advisor Sell-Side Advisor

October 2005 April 2005 January 2005 March 2004 September 2002 October 2001

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Transactions

Vacation Rental Online Travel Hospitality Software Firm Cruise Technology Firm

Technology Firm Agency

has completed a bankruptcy

sale to

Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor

Pending Pending Pending Pending December 2015 March 2014

has completed an has acquired has been acquired by has acquired has acquired has been acquired by equity sale to

Ansco Investment

Company Convention Housing

Sell-Side Advisor Buy-Side Advisor Sell-Side Advisor Buy-Side Advisor Buy-Side Advisor Sell-Side Advisor

November 2012 November 2011 January 2011 July 2010 April 2009 March 2009

Hotels and Discounts HotelReservations.com s

has acquired has been acquired by has been acquired by has been acquired by has been acquired by Senior Term Loan

MEDIA MARKET GROUP LLC

Buy-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Placement Agent

November 2008 April 2008 March 2008 March 2008 December 2007 December 2007

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Transactions

has been acquired by Senior Term Loan has been acquired by has been acquired by Series C Preferred Stock has been acquired by

$94 million

Sell-Side Advisor Placement Agent Sell-Side Advisor Sell-Side Advisor Placement Agent Sell-Side Advisor

August 2007 January 2007 December 2006 September 2006 June 2006 December 2005

has been acquired by has been acquired by has invested in Series A Convertible Notes has been acquired by Series B Preferred Stock

9013-3877 Quebec

$10 million $26.3 million

Sell-Side Advisor Sell-Side Advisor Buy-Side Advisor Placement Agent Sell-Side Advisor Placement Agent

November 2005 October 2005 October 2005 October 2005 April 2005 March 2005

has been acquired by Series A Convertible Notes created from merger of Series I Preferred Stock has been acquired by has acquired

$15.25 million

Sell-Side Advisor Placement Agent Buy-Side Advisor Placement Agent Sell-Side Advisor Buy-Side Advisor

January 2005 December 2004 March 2004 August 2003 April 2003 October 2002

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Transactions

has acquired has acquired has been acquired by has acquired has been acquired by has acquired

$533 million $55 million $425 million

Buy-Side Advisor Buy-Side Advisor Sell-Side Advisor Buy-Side Advisor Sell-Side Advisor Buy-Side Advisor

September 2002 July 2002 July 2002 November 2001 October 2001 February 2001

Aviation Group, Inc.

has been acquired by has been acquired by has been acquired by

$150 million $41 million $53 million

Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor

January 2001 December 2000 July 2000

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Strategic Advisory

DH Enterprise & DH Enterprise &

Associates Associates

Strategic Advisory Strategic Advisory Financial Modeling Valuation Analysis Valuation Analysis Affiliate Partnership

May 2016 March 2015 August 2014 April 2013 February 2012 June 2011

Affiliate Partnership Affiliate Partnership Affiliate Partnership Affiliate Partnership Affiliate Partnership Affiliate Partnership

February 2011 July 2010 March 2010 January 2010 December 2009 November 2009

PARK AVENUE TRAVEL

Affiliate Partnership Affiliate Partnership Affiliate Partnership Affiliate Partnership Strategic Advisory Strategic Advisory

October 2009 September 2009 June 2009 February 2009 August 2008 January 2007

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OVERVIEW OF BENTLEY ASSOCIATES Travel and Leisure Group – Strategic Advisory

Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory

January 2007 December 2006 August 2006 August 2005 November 2004 June 2004

Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory

November 2003 June 2003 May 2003 May 2003 February 2003 January 2003

Citigroup Venture Capital

Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory Strategic Advisory

July 2002 April 2002 May 2000 2000 August 1999 1999

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OVERVIEW OF BENTLEY ASSOCIATES Other Representative Transactions

Unemployment Compensation Benefits Enrollment Business has has acquired has acquired Business has acquired a been acquired by subsidiary of

c

Fairness Opinion Fairness Opinion Buy-Side Advisor Buy-Side Advisor Sell-Side Advisor Buy-Side Advisor

December 2006 December 2004 October 2003 June 2003 April 2003 March 2002

PeopleSoft Consulting Group Web Hosting Division has been TPA Accounts Division has been has been acquired by has acquired has been acquired by acquired by acquired by

Springbow Plan Administrators

$130 million

Sell-Side Advisor Sell-Side Advisor Fairness Opinion Sell-Side Advisor Sell-Side Advisor Buy-Side Advisor

February 2002 January 2002 November 2001 October 2001 September 2001 August 2001

Entertainment Business has been has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by acquired by

Comm-ServicesCorp.

Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor

July 2001 July 2001 July 2001 May 2001 April 2001 April 2001

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OVERVIEW OF BENTLEY ASSOCIATES Other Representative Transactions

Telecommunications Group has has been acquired by has acquired has acquired has been acquired by has acquired been acquired by

$300 million $200 million $140 million $325 Million $60 million

Sell-Side Advisor Buy-Side Advisor Buy-Side Advisor Sell-Side Advisor Sell-Side Advisor Buy-Side Advisor

January 2001 July 2000 February 2000 January 2000 January 2000 January 2000

has acquired the Palo Alto has acquired has acquired has acquired has been acquired by has been acquired by Internet Exchange

$95 million $28 million $38 million $1.7 billion $75 million $6.8 billion

Buy-Side Advisor Buy-Side Advisor Buy-Side Advisor Sell-Side Advisor Buy-Side Advisor Sell-Side Advisor

December 1999 December 1999 December 1999 September 1999 June 1999 June 1999

Information Systems Division has has been acquired by has been acquired by has acquired been acquired by

$92 million $675 million $200 million

Sell-Side Advisor Sell-Side Advisor Sell-Side Advisor Buy-Side Advisor

April 1999 March 1999 March 1999 September 1998

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OVERVIEW OF BENTLEY ASSOCIATES Relationship Team Biographies

FRANK SENA, MANAGING DIRECTOR Frank Sena began his career with Cambridge Technology Group where he held management positions at two successful startup software companies. After business school, he joined the Investment Banking Department of Salomon Smith Barney in their Technology Group, where he worked with clients in the telecommunications equipment, information technology services, Internet, software and PC hardware sectors. In 1998, he joined CIBC World Markets as an Executive Director in the Mergers & Acquisitions Group where he worked with clients from various industries, including travel services, leisure, lodging, gaming and technology. In 2003, Mr. Sena joined Libra Securities, as Managing Director and Head of the Travel & Leisure Investment Banking Group. During his career, Mr. Sena has completed an extensive array of travel and leisure transactions in the areas of mergers, acquisitions, fairness opinions, private financings and financial advisory assignments. He and his team joined Bentley in early 2009. Mr. Sena received his B.S. from Yale University and his M.B.A. from the Wharton School, University of Pennsylvania.

Contact information: (212) 763-0361; [email protected]

JUSTIN HIRS, DIRECTOR Justin Hirs joined Bentley Associates in 2009, focusing on , financings, and strategic advisory assignments for companies in the travel, leisure, and hospitality industries. Prior to Bentley Associates, Mr. Hirs held roles at Libra Securities, a boutique investment bank founded by Drexel Burnham Lambert professionals. Mr. Hirs also held a previous position at J.P. Morgan in 2001 in the Private Banking Group. Mr. Hirs has completed over 55 investment banking assignments and has extensive experience working within the travel and leisure, e-commerce, and technology industries. Mr. Hirs received a B.S. from the Wharton School, concentrating in finance and management, and a B.A. in Economics from the University of Pennsylvania. He is also a CFA charter holder.

Contact information: (212) 763-0362; [email protected]

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