Report Summarizing Media Sector Activity The Media Monthly  November 2015

Special Highlights in This Issue:

. NYC TV Week Highlights Recent PJSC Transactions:

Pending . State of Mobile Commerce

. Why The Internet Won’t Be The Next TV for Has agreed to acquire selected

Advertising assets from

. Can Anything Stop The Decline of Traditional TV? The undersigned is serving

as advisor to Key Food

. Ad Spend Forecast PETER J. SOLOMON COMPANY

. Ad Tech January 2014 to Present

Media, Entertainment, Communications & Technology Capital Markets

Fred Seegal Rich Brail Mark Boidman Juan Mejia Joe Stein Vice Chairman Head of Media, Ent., Managing Director Managing Director Managing Director 212.508.1626 (w) Comm. & Tech 212.508.1661 (w) 212.508.1659 (w) 212.508.1662 (w) 917.992.5027 (m) 212.508.1628 (w) 917.526.1092 (m) 917.716.8143 (m) 203.550.2184 (m) [email protected] 646.458.1570 (m) [email protected] [email protected] [email protected] [email protected] Twitter: @MBoidman 1

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NYC TV Week Highlights

Recent Over-the-Top (OTT) Trends On-Demand vs Traditional Cable

. Over 50% of US households use more than one . Although On-Demand TV has surged over the OTT service past few years, traditional cable providers are still

maintaining their subscribers Netflix is the most popular subscription - service with over 40% of the total OTT - Many viewers still do not know what they want to watch and would rather pay a premium for a variety of networks and - Hulu and Amazon Prime are the next two biggest providers, followed by many niche content so they can channel flip services providing specific video content - On-Demand music, such as iTunes has . In Q2 2015, consumers paid ~80% of total been around longer than On-Demand TV, media expenditure to pay TV providers while yet people are still listening to music from only ~10% went to OTT providers and internet the radio and from music streaming platforms because they don’t know what video subscriptions they want to listen to

- However, OTT and internet are receiving ~35% of total video consumption . Content providers are launching

VideoEverywhere platforms to compliment their . Ease of navigation and how quickly consumers TV network service can find content they are looking for are important factors for OTT providers HBO Now launch subsequently led to an - increase in HBO Go subscriptions . Major advantage for OTT providers is the direct relationship they have with the viewer . Creating popular original content is the ultimate goal, as advertisers will pay for more views Viewers control what they want to watch

- and OTT provider offers suggestions based - Traditional subscription service players on recent consumption such as Netflix, Amazon Prime and Hulu are creating more original content to . Roku recently partnered with Nielsen to complement the vast video library they already have measure video advertising on Roku devices, which will enable marketers to buy video

advertising with more certainty on who is PJSC’s TMT Team is a Proud viewing the ads Partner of NYC TV Week

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State of Mobile Commerce

Mobile is Becoming the Preferred Purchase Device For Cross-Device Shoppers

. 4 in 10 transactions now involve multiple devices

- Cross-device purchasers are 20% more likely to complete the transaction on their mobile device than the average user (a)

- One-third of desktop sales now involve mobile prior to purchase

- Shoppers are visiting the retailer’s desktop and mobile browser sites when researching and making a purchase

. Apps now generate at least half of Apps are making it easier for shoppers to make purchases all mobile sales for retailers who

have made their app experience a priority (b)

- Apps convert at a 3.7x higher rate than mobile browsers and

convert at a 2x higher than desktops in the case of retail

Order per transaction for - apps is $116, compared with $100 for desktops and $91 for mobile browsers

. The average retailer has seen its

mobile transaction share grow 15% this quarter

. Smartphone share of mobile transactions grew to 56% in Q3 as screens continue to grow Retail eCommerce transactions have risen in almost all of the top countries from Q2 to Q3 2015

Source: Criteo. (a) Where the consumer has more than one device. Based on Criteo’s cross device product providing exact matches of users across multiple devices. (b) Defined as retailers that have over 25% of E-commerce transactions on mobile. Of those mobile transactions, more than 10% are from mobile apps.

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Digital Place Based Advertising Association September 2015 Members Meeting

. Ad blocking was added to the list of important issues facing online

media channels, which already included online fraud and viewability

. Digital place based ad revenue is up 14.3% (1st half ’15 vs 1st half ’14)

. “We’re not just selling signs, it's engagement with the audience. To do this, we have to understand the brand’s architecture “ - François de PJSC is a proud Gaspé Beaubien, DPAA's Chairman and CEO of Zoom DPAA member . “Location data is key, it is the intersection of media and creative data” - Alan Smith, Chief Digital Officer, Assembly . DPAA’s recent media summit was well received - details will be included in next issue

Puma, in Partnership With Blue 449 and Zenith Media, Teamed up With Blue Bite and Loop to Create a One-Of-A-Kind Campaign to Promote Puma’s Latest Sneaker, the Ignite XT

. Deployed in collaboration with JCDecaux in Chicago, custom built experiential transit shelters portraying Puma’s training

campaign will feature the first-ever integration of NFC and dual- beacon tech in OOH

. Transit shelters outfitted with Blue Bite’s mTAG (NFC/QR) and

esca (dual-mode beacon) technologies

. Users will be able to tap or scan the mTAG installed on the display

to launch a mobile experience promoting the Ignite sneaker

. Users with the PUMATRAC app installed on their device will Puma experiential transit shelter receive a notification when they are within proximity of the shelter integrating Blue Bite esca beacons

Impax Media - DOOH Advertising Company That Uses Advanced Big Data / Technology to Ensure That the Most Relevant Ads Are Being Shown to the Appropriate Shopper Passing by the Screen

. Patented digital screens are situated at the retail checkout

lanes in large grocery stores

- They replace signs used to indicate when the lane is closed and play relevant advertising to shoppers walking or standing in front of them

. Unique technologies include embedded profiling technology using cameras and proprietary algorithms / software to personalize the ad content based on the shopper in front of the screen . Can include either a beacon transponder or near field Digital screens inform customers about communication (NFC) transponder to push offers to relevant products in the store shoppers in the vicinity of the screens

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Why The Internet Won’t Be The Next TV for Advertising

. Advertising forecaster eMarketer lowered its growth estimated for 2015 world-wide ad spending, citing

slower than expected growth in Latin America, Western Europe and North America

. North America’s ad-growth slowdown is being fueled by the shift in spending from traditional media such as TV, newspapers and magazines to digital, including mobile, advertising

. eMarketer estimated North American digital spending will rise by 16.8% to $62.07 billion in 2015 with mobile spending climbing by 59.9% to $31.53 billion Mobile Internet Ad-Spending Growth Estimates and Forecasts For North America . However, eMarketer believes 90% that the value being lost in the traditional arena is not being 80% completely made up with the 70% value being gained by digital 60%

50% . This is due to advertiser 40% wariness about ad fraud and 30% accuracy of measurement and 20% targeting in some digital formats 10%

0% 2014 2015 2016 2017 2018 2019

Mobile internet ad-spending growth is projected to

considerably slow down in the next few years

Can Anything Stop The Decline of Traditional TV?

. Traditional television viewing has decreased from the prior year across the majority of demographics

. Pay TV industry lost an estimated 556,000 subscribers in Q2

. ESPN alone lost 3.2 million estimated subscribers over 12+ months

. Cable channels' commercial ratings have been down every month since May 2014

. In July, usually a good season for cable viewing, 21 of the 30 top cable nets saw significant declines in prime time ratings

. Many popular services such as Netflix and HBO Go do not take advertising and ad blocking is growing exponentially online

Source: WSJ, MoffettNathanson, Nielson, Video Everywhere - DPAA.

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The Media Monthly

PJSC’s Eric Lesorgen: Traditional Radio Companies Have Been Struggling Over the Past Year Due to the Increased Presence of Music Streaming Options . Cumulus Media and iHeartMedia have seen their LTM share prices decrease around 90% and 75%, respectively

Millennials have been switching to more of a streaming option for - listening to music for years, and companies are now noticing, attracting new entrants into the space

- Tech giants have launched their own streaming options, such as Apple with its launch of Apple Radio, Amazon with its prime music and Google with its Google Play Music Saturated market that includes traditional music streaming companies such - as Pandora, Spotify and Rhapsody . Radio companies are looking towards grabbing broadcasting rights for sporting events as this is still popular for people who like listening to the play-by-play For example, Cumulus Media recently landed the rights to White Sox - baseball and Bulls basketball games in Chicago starting in 2016

. iHeartMedia Q3 reported revenues were up 2% YoY to $847 million, however,

operating income before depreciation and amortization of non-cash charges (OIBDAN) was down 0.1% to $326 million

Ad Spend Forecast: Mobile to Overtake Print and Radio by 2017 . Mobile ad spend will leapfrog radio, magazine and newspaper spend by 2017, making mobile the world’s third-largest medium after television and desktop

. Global expenditure on mobile advertising is estimated at $29.8 billion for 2014 and is expected to rise to $89.5 billion by 2017 . Mobile is expected to be the main driver of global ad spend growth in the coming years, contributing 83%

of all additional spend between last year and 2017

. Television is expected to remain the largest medium through 2017, however, its share of global ad spend is projected to decline as digital channels grow more quickly Share of Global Adspend by Medium (%)

Mobile ad-spending is projected to increase to 15% of total adspend by 2017 Source: ZenithOptimedia, publicly available information.

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The Media Monthly

Outdoor Ad Industry’s Pitch: Real People See Billboards

Outdoor Advertising Industry is Rolling Out a New Campaign Meant to Capitalize on Marketers

Growing Fears About Whether the Digital Online Ads They Buy Are Being Viewed by Real People

. New campaign from the Outdoor Advertising Association of America, dubbed “Feel the Real,”

makes the pitch that out of home (OOH ) ad platforms including billboards and transit shelters

don’t suffer those problems

. Media space for the campaign is worth more than $2 million and was donated by the OAAA’s OOH media member companies

OAAA sponsored billboard looking to raise awareness about the benefits of physical ads

. Outdoor ad spending in the U.S. totaled ~$7 billion in 2014 compared with about

$50 billion for online ad spending

. Much of the growth of outdoor ad

spending has been fueled by new digital billboards that can be updated

dynamically and its ability to reach mass audiences in transit

OOH companies looking to capitalize on marketers’ fears about whether digital ads are viewed by real people

Source: WSJ.

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The Media Monthly

Sector News

Out-of-Home Media Radio / Music

. 11/2: OUTFRONT Media agreed to sell its Latin . 10/29: French music streaming site, Deezer, pulled its

American business to JCDecaux Latin America / €300 million IPO, claiming that market conditions were

Corameq for $82 million not right for the sale . . 10/20: CIVIQ Smartscapes, a leader in interactive 10/22: Sonos joined Mood Media to bring its popular smart city communications solutions, announced Brian wireless music experience to restaurants, retailers and Dusho has joined the company to serve as President of other public spaces DOOH . 10/20: Apple CEO Tim Cook disclosed that its music . 10/19: Branded Cities Network announced that it is streaming service, Apple Music, currently has 6.5

hiring Denise Levine as Chief Revenue Officer million paying subscribers and 8.5 million customers on a trial period . 10/16: The Taxi and Limousine Commission voted to replace backseat taxi TVs with a new pilot GPS- . 10/8: Sony announced it is selling its 50% stake in a based meter system that could use smartphones or music-publishing operation Sony/ATV Music tablets to calculate fares and process payments Publishing, a jointly owned entity of Sony and the Michael Jackson estate . 10/15: Gimbal, the location intelligence platform,

announced the acquisition of Phigital’s mobile . 10/7: Pandora Media announced that it acquired experience suite, enhancing Gimbal’s ability to offer Ticketfly, a ticketing agency that specializes in smaller

rich, contextually relevant experiences at the right time venues, in a cash and stock transaction for around $450 and place million

. 9/30: DOOH company, Dynamic Outdoor . 9/24: Pandora Media said in a news release that it

introduced a new audience measurement technology generated over $1.5 billion in royalties for music called Dynamic Audience Intelligence that provides makers, citing joint revenue streams from ad-supported detailed metrics, analytics and audience profiling for its and paying subscribers that helped it reach the

inventory across the country milestone

. 9/15: AdMobilize, an ‘internet of things’ technology . 9/17: SFX Entertainment attracted $60 million in company, announced that it has formed a national new financing, giving the festival producer liquidity strategic partnership with Verizon to connect the needed to support its hunt for a buyer physical world of analytics to the online grid . 9/15: Gray Television agreed to acquire nine TV and . 9/10: OUTFRONT Media announced the launch of three radio stations from Schurz Communications OUTFRONT PRIME, the new brand for its ‘super for about $442 million, including working capital at premium’ outdoor assets comprised of the most highly- closing trafficked and iconic billboard locations across the US . 9/3: DTS purchased radio technology provider, . 9/7: Proximity marketing firm Proxama announced a iBiquity, for $172 million in order to expand its

new partnership with Ubiquitous, the UK’s largest platform for providing audio solutions across the provider of taxi advertising, which will see beacon- entertainment spectrum enabled ads rolled out in taxis in London and other major cities around the UK

Source: Company press releases and Wall Street Research. www.pjsc.com 8

The Media Monthly

Sector News

Broadcasting / Telecommunications

. . 11/3: In a joint venture, Vice Media and A&E 10/1: Google acquired Jibe Mobile, the California- Networks announced the launch of ViceLand, a new based Rich Communications Services firm, which

24-hour channel programmed and produced exclusively specializes in carrier messaging, including group chats, by Vice high resolution photos and more

. 10/27: Tribune Media and AT&T reached a new . 9/29: AOL unveiled LIVE, an end-to-end service for

retransmission agreement where Tribune Media’s the production, streaming, distribution and television stations and broad distribution of WGN monetization of live events America will be made available to AT&T’s U-verse . 9/28: Nexstar made an unsolicited $14.50 per share and DIRECTV subscribers offer for Media General, totaling $4.1 billion for the . 10/21: Time Warner named David Haddad president broadcasting company of Warner Bros. Interactive Entertainment . 9/28: Comcast’s NBCUniversal Media struck a deal . 10/19: UK TV broadcaster, ITV, announced that it to buy a 51% stake in Universal Studios Japan for would pay £100 million for the TV operations of ~$1.5 billion Northern Ireland’s UTV Media . 9/24: Dermot McCormack, president of video, AOL’s . 10/19: Major media companies, including Fox Sports, is leaving after less than one year in the position

A+E Networks and NBCUniversal Media struck . 9/17: Altice struck a deal to buy Cablevision Systems deals to offer their content on YouTube’s new subscription service, which will reportedly cost for about $10 billion, making it the fourth largest cable consumers $10 a month operator in the US

. 9/9: st announced a $725 million cash . 10/12: DISH Network reached a multiyear agreement 21 Century Fox for the retransmission of TEGNA’s local channels in and stock deal to expand a partnership with the 38 markets National Geographic Society as part of a renewed focus on brands with ‘unquestionable consumer appeal’

. 10/8: Gannett agreed to acquire Journal Media . Group for about $280 million, creating a portfolio of 9/9: Telecommunications company, CommScope, 106 local markets in the US announced its acquisition of Airvana, a provider of 4G LTE and 3G small-cell wireless solutions, for an . 10/7: Carmike Cinemas acquired all of Sundance undisclosed amount Cinemas for $36 million in cash . 9/8: Media General agreed to acquire all of the

. 10/6: The European Commission opened an in-depth outstanding common stock of Meredith in a cash and probe into Liberty Global’s ~$1.5 billion purchase of stock transaction valued at ~$2.4 billion, creating a new Belgium’s Base Company, saying that it had concerns company that will be called Meredith Media General that this can lead to higher prices, fewer choices and making it the third largest local television station owner in the country fewer innovative services in the Belgium cellular space . 10/2: Verizon rolled out its over-the-top video service . 9/2: CBS Sports Network is expanding its streaming go90, which is a free, ad-supported service allowing coverage of NFL games, which will be offered online customers to watch live events, prime-time television and on over-the-top devices for free with no and other original series authentication needed Source: Company press releases and Wall Street Research. www.pjsc.com 9

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Sector News

Other Key Digital Media and Tech Headlines

. 11/5: agreed to acquire , an 9/29: , a provider of digital media analytics Expedia HomeAway ComScore online marketplace for the vacation rental industry, for products, announced that it will acquire media

an equity value of ~$3.9 billion in cash and stock measurement company, Rentrak, for ~$800 million . 11/3: Activision Blizzard announced the acquisition 9/29: Google introduced two new models of its

of all the outstanding shares of King Digital Chromecast streaming device, including one designed for Entertainment for $18 in cash for a total equity value audio files, as well as two Nexus phones and a tablet of $5.9 billion and enterprise value of $5 billion ‘9/28: Apple said it sold more than 13 million iPhone 6s . 11/2: Business web hosting firm, Endurance and iPhone 6s Plus models in their first three days on the International Group, acquired Constant Contact, market, up 30% from launch sales of the iPhone 6 last

which provides email marketing tools for small year and a record for the company businesses, in a deal valued at $1.1 billion 9/27: Yelp’s board appointed Diane Irvine, the former

. 10/28: IBM announced that it will acquire The CEO of Blue Nile, as the company’s first chairwoman Weather Company’s digital assets in a deal valued at

over $2 billion 9/23: Hearst acquired a minority stake in Complex, a digital media network, with a $21 million strategic

. 10/22: Google unveiled a paid, ad-free version of investment YouTube, named YouTube Red, which will cost $9.99

per month and will provide features such as offline 9/22: FactSet Research Systems said that it is paying $265 million for automated trading technology provider, viewing on mobile devices, ad-free viewing and video playing in the background Portware, in what appears to be a move to gain share from rivals Bloomberg and Thomson Reuters

. 10/21: Western Digital, a storage solutions company, 9/20: agreed to buy for entered into an agreement to buy all of the outstanding Dialog Semiconductor Atmel ~$4.6 billion to diversify its customer base away from shares of SanDisk for a total value of ~$19 billion Apple and other mobile device makers . 10/14: Blucora struck a deal to acquire privately held 9/16: agreed to buy London viral ad HD Vest Financial Services, the holding company News Corp business, for $177 million in order to for the group of companies that provide financial Unruly Media,

services, for ~$580 million take advantage of growing consumer interest in online 9/4: agreed to buy , . 10/12: Dell announced it signed a definitive agreement Amazon Elemental Technologies a provider of software-defined video services for to acquire EMC in a deal valued at ~$67 billion, while keeping VMware as a publicly traded company multiscreen content delivery, for an undisclosed amount as it steps up its video streaming game against rivals such . 10/6: IBM announced it entered into a definitive as Netflix and Hulu agreement to acquire Cleversafe, a leading developer and manufacturer of object-based storage software and 9/4: BlackBerry announced the acquisition of Good appliances, for an undisclosed amount Technology, a developer of software that helps corporations manage mobile devices and applications, for . 10/1: SoftBank led a $1 billion investment in US $425 million financial technology startup SoFi, making it the largest single financing round in the fintech space to date 9/3: AOL announced that it acquired advertising technology company, Millennial Media, for $1.75 per share, working out to an enterprise value of $238 million Source: Company press releases and Wall Street Research. www.pjsc.com 10

The Media Monthly

Global M&A Deals in AdTech (January 2014 through November 2015)

(Amount in Millions) Transaction Multiple Date Transaction LTM LTM Announced Acquiror Target Value Sales EBITDA Major Business Focus Nov-15 NeuStar MarketShare Partners $390 (a) 6.8 x -- Digital marketing measurement Sep-15 comScore Rentrak 800 7.1 53.0 x Digital media analytics Aug-15 Mobile Embrace Vizmond 3 -- -- Online advertising services Jul-15 E.W. Scripps Midroll Media 50 -- -- Provider of advertising services for podcasters Jun-15 Acquire Learning CareerOne 24 -- -- Digital media and technology

May-15 Gravity4 TradeDoubler 68 0.3 Digital marketing and technology May-15 Red Ventures Imagitas 310 -- -- Digital marketing solutions Mar-15 Rubicon Project Chango 122 2.5 -- Intent marketing, programmatic buying Mar-15 AppNexus Yieldex 100 -- -- Automated online advertising technology Mar-15 Vector Capital Triton Digital ------Technology provider to the digital audio industry Mar-15 Nielsen eXelate 200 5.7 -- DMP, measurement Dec-14 Oracle Datalogix 1,200 9.6 -- Data management, measurement, targeting Dec-14 AOL Vidible 50 -- -- Video syndication Nov-14 Yahoo! BrightRoll 640 6.4 -- Programmatic video Nov-14 Rubicon Project Isocket 25 NM -- Direct orders automation Nov-14 Rubicon Project Shiny 5 -- -- Direct orders automation Oct-14 Telestra videoplaza 80 10.0 -- Video AdTech Sep-14 Alliance Data Systems Conversant 2,300 3.8 11.3 Digital marketing services Sep-14 Millennial Media Nexage 108 13.2 -- Mobile SSP, exchange Sep-14 Yahoo! Luminate ------Image advertising and content network services Sale of multi-media advertising space for internet Sep-14 Cyber Kiosk Solutions Cyber Kiosk Solutions ------access kiosks Aug-14 Rocket Fuel [x+1] 230 3.2 -- Mobile SSP, exchange Jul-14 WideOrbit Admeta ------Online advertising platform solutions Mobile application analytics and data-powered Jul-14 Yahoo! Flurry 300 3.0 -- advertising platform Jul-14 LinkedIn Bizo 175 3.5 -- B2B retargeting / marketing services Guangdong Golden Glass Interactive digital display and mobile advertising Jul-14 Nanjing Hanen Animation & Game 83 -- -- Technologies services Jul-14 Facebook LiveRail 500 8.3 55.6 Video AdTech Jul-14 Twitter TapCommerce 100 -- -- Mobile Ad Retargeting Jun-14 Perion Networks Grow Mobile 42 -- -- Mobile application advertising technology Jun-14 Opera Software AdColony 350 6.6 44.3 Mobile video ad platform Jun-14 Undertone Upfront Media ------Programmatic buying technology Jun-14 SingTel / Amobee AdConion 229 1.2 -- Online advertising network Jun-14 SingTel / Amobee Kontera 150 -- -- In-text advertising solutions Jun-14 WideOrbit Abacast ------Online streaming, advertising and analytics services Jun-14 Twitter Namo Media 50 NM -- Native advertising for mobile devices SaaS platform to retarget website visitors across the Jun-14 Marin Software Perfect Audience 23 -- -- web, Facebook and Twitter Television advertising targeting and measuring May-14 AOL PrecisionOnDemand ------company May-14 Gunagdong Eastone Century Technology Suzhou Intimes Technology 9 16.8 -- Mobile advertising platforms May-14 AOL Converto 101 -- -- Marketing analytics and optimization platform Cross-channel marketing optimization and media May-14 Google Adometry ------attribution engine May-14 Blinkx Lyfe Mobile ------DSP / DMP Apr-14 HitFox Datamonk ------Mobile targeting and analytics platform Mar-14 IgnitionOne Knotice ------Data management platform (DMP) Mar-14 Lotame AdMobius ------Mobile audience management platform Feb-14 D.A. Consortium; Hakuhodu DY Media iREP 11 0.3 13.4 Search engine marketing (SEM) integrator Feb-14 Oracle BlueKai 375 14.0 -- Data management platform (DMP) Feb-14 Criteo Tedemis 29 3.4 -- Email marketing Feb-14 Sungy Mobile Getjar 36 -- -- Mobile application store Feb-14 Conversant SET Media 30 NM -- Digital video technology company Feb-14 adQuota Denmark Mobi Targets ------Mobile advertising network Jan-14 Facebook Branch Media 15 31.3 -- Social Jan-14 Microsoft Parature 100 7.0 -- Social Jan-14 Yahoo! Sparq ------Mobile ad platform Multiplatform digital marketing and advertising Jan-14 Grocery Shopping Network PlaceWise Media ------services Jan-14 YP Sense Network ------Location data analytics and information solutions Mobile advertising network targeted to Spanish- Jan-14 Opera Mediaworks Hunt Mobile Ads ------speaking market

Source: Wall Street research. (a) Purchase price after taking into account tax benefits resulting from the transaction. www.pjsc.com 11

The Media Monthly

Case Study by PJSC’s Eric Lesorgen : comScore / Rentrak Merger

September 29th - comScore and Rentrak Announce Merger With a Deal Value of $800 Million

Press Release Highlights / Strategic Rationale Market Reaction

. Rentrak will merge into a wholly-owned subsidiary of . Financial markets welcomed this deal as both companies comScore saw a significant rise in their respective stock prices . - Each share of Rentrak will be converted into the Merger creates a more formidable competitor to Nielsen in right to receive 1.15 shares of comScore viewer measurement Will create a heated race for an accurate and Upon completion, comScore shareholders are - - accepted means to measure combination of TV, expected to own ~66.5% and Rentrak shareholders Over-the-top, Video-on-demand and mobile are expected to own ~33.5% of the combined viewing company on a fully diluted basis

However, Nielsen will still remain the industry . The combination of each company’s products, talent and - benchmark due to its size and reach significant information assets will provide more robust

measurement solutions to the media and advertising . “The deal addresses an imperative need for a flexible and industries trusted metric for cross-platform media buying and selling,

- Combined company can introduce a more with siloed TV and digital analytics no longer adequate” – comprehensive and precise set of solutions for Matthew Harrigan, Media analyst at Wunderlich Securities measuring media consumption and advertising across platforms Combined Financials

. Mildly dilutive to Non-GAAP EPS in 2016 and accretive in . LTM Financials as of June 30, 2015: 2017 Revenue EBITDA Margin Cash - Combined company is expected to have total synergies of at least $20 million in 2016 and at least comScore $349m $85m 24% $188m $35 million in 2017 Rentrak 108m 15m 14% 79m Anticipates a significant portion of synergies to be - Total $457m $100m 22% $267m revenue related

. WPP will have a 16% stake in the combined company with . Pro Forma Share Price Analysis off of 9/29/15 merger an option to go up to 20% (but no Board seat) announcement:

Key Executive Officers / Board of Directors 1 day prior 1 day after Current

. Serge Matta – CEO . 12 total Board members comScore $43.15 $46.15 $44.19 . Bill Livek * – Vice 8 Board members - % Change 7% 1% Chairman & President from comScore . Melvin Wesley – CFO will remain (Magid Rentrak $43.82 $54.07 $52.44 Abraham will be . Christina Lin – Chief Executive % Change 23% 20% Privacy Officer, General Chairman of the Counsel . Combined Market Cap (pre-merger): $2.4 billion, pro forma Board) . David Chemerow * – share count of 57.8mm (a) . Strategic Advisor to the - 4 members of the Enterprise Value of Combined Company: $2.13 billion (b) CEO Rentrak Board will - LTM EV / EBITDA Multiple: 21x (c) be added Source: Company filings, press releases. (b) Defined as $2,375mm combined market cap + $30.5mm total * Denotes Rentrak executive. debt - $267mm of cash. (a) Calculated as 39.16 million comScore shares + 1.15*16.2 million Rentrak shares. (c) Calculated using LTM EBITDA of $100mm.

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The Media Monthly

PJSC Major Media CPM Comparison

CPM (Cost Per Mille or Cost Per Thousand) is a commonly used measurement in

advertising. Radio, television, newspaper, magazine, out-of-home advertising and online advertising can be purchased on the basis of showing the ad to one thousand

viewers. It is used in marketing as a benchmarking metric to calculate the relative cost of an advertising campaign or an ad message in a given medium. The cost per thousand advertising impressions metric (CPM) is calculated by dividing the cost of an advertising placement by the number of impressions (expressed in thousands) that it generates. CPM is useful for comparing the relative efficiency of various advertising opportunities or media and in evaluating the overall costs of advertising campaigns.

Source: Peter J. Solomon Company Estimates as of June 2015 based on SEC filings, news, research and other industry sources.

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The Media Monthly

Market Indicators

Performance Bloomberg Economic Forecast % of 52 1-Month YTD 4Q15E 1Q16E 2Q16E 3Q16E 4Q16E Week % % Real GDP 2.30 % 2.80 % 2.50 % 2.60 % 2.60 % 11/9/15 High Change Change Core CPI 0.80 1.90 1.70 1.90 2.10

Nasdaq Composite 5,095 97.6% 5.5% 7.8% Fed Funds 0.45 0.65 0.85 1.05 1.25 3 Mo. LIBOR 0.49 0.69 0.92 1.15 1.31 Dow Jones Industrial 17,730 96.8% 3.8% (0.6%) 10 Yr Treasury 2.31 2.43 2.59 2.71 2.82 S&P 500 2,079 97.5% 3.2% 1.0% Unemployment 5.00 4.90 4.90 4.80 4.70

Share Price Performance Stock Price 1 - Month % YTD % Stock Price 1 - Month % YTD % Out-of-Home Media 11/9/15 Change Change Radio 11/9/15 Change Change APG|SGA $379.60 (8%) 31% Beasley Broadcast Group $3.92 (5%) (22%) AirMedia Group 5.47 (1%) 110% Cumulus Media 0.28 (63%) (94%) Clear Channel Outdoor 5.73 (25%) (48%) Emmis Communications 0.75 (35%) (59%) JCDecaux 38.65 (2%) 12% Entercom Communications 11.16 3% (12%) Lamar 57.34 2% 7% iHeartMedia 1.35 (67%) (82%)

Mood Media 0.24 (5%) (43%) Radio One 2.01 (18%) 21% National CineMedia 14.45 1% 4% Saga Communications 41.50 9% (5%) Outfront Media 23.07 1% (14%) Salem Communications 6.30 -- (19%)

RMG Networks 0.85 12% (30%) Sirius XM Radio 4.11 7% 18% Ströer 65.22 21% 110% Spanish Broadcasting System 6.33 15% 134%

Out-of-Home Median (0%) 5% Radio Median (2%) (16%) Out-of-Home Mean (0%) 14% Radio Mean (16%) (12%)

Broadcasting Advertising/Marketing Entravision $8.52 27% 32% Dentsu $55.91 4% 32% Gray Television 16.59 17% 52% Havas 8.56 1% 5% Media General 15.20 2% (8%) Interpublic 22.67 8% 12% Nexstar Broadcasting Group 55.17 5% 11% Omnicom 72.52 2% (4%) Sinclair Broadcast Group 33.39 17% 25% Publicis 63.96 (13%) (10%) WPP 22.53 3% 9%

Broadcasting Median 17% 25% Advertising/Marketing Median 3% 7% Broadcasting Mean 13% 22% Advertising/Marketing Mean 1% 7%

Diversified Media New Media CBS $48.54 13% (11%) eBay $29.18 20% (48%) Discovery 29.00 0% (16%) Google 754.77 12% 43% Disney 116.42 10% 24% Marchex 4.53 5% (5%) Hemisphere Media Group 14.35 4% 8% Millennial Media 0.24 (5%) (86%) News Corp. 14.42 3% (8%) Yahoo! 33.68 4% (33%) Scripps Networks 58.38 4% (23%) Facebook 106.49 14% 36% Time Warner 68.49 (6%) (19%) Amazon 655.49 21% 112% Viacom 47.78 1% (37%)

Diversified Media Median 4% (14%) New Media Median 12% (5%) Diversified Media Mean 4% (10%) New Media Mean 10% 3%

Advertising Technology Advertising Research $37.53 (8%) (6%) $47.87 3% 7% Criteo Nielsen The Rubicon Project 15.58 (5%) (3%) comScore 44.19 (13%) (3%) TubeMogul 12.46 1% (41%) GfK 37.16 3% (7%) 4.32 (20%) (73%) 21.44 1% (24%) Rocket Fuel Ipsos MaxPoint Interactive 4.95 (1%) NA Sizmek 5.98 (10%) (10%) Advertising Research Median 2% (5%) YuMe 3.00 (2%) (42%) Advertising Research Mean (2%) (7%) Tremor Video 2.04 6% (29%)

Advertising Technology Median (3%) (29%) Advertising Technology Mean (5%) (29%) Source: Capital IQ, Bloomberg and Wall Street research.

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The Media Monthly

EV / 2015E EBITDA

Video Games Music / Events

Median:15.2x Median: 15.0x 42.7 x

18.0 x 16.0 x 15.2 x

12.1 x 10.8 x

6.4 x

Electronic Activision Take-Two Pandora CTS Live Nation SFX Arts Eventim Entertainment

Out-of-Home Broadcasting

Median: 12.1x Median: 11.6x

13.7 x 13.8 x 12.6 x 12.5 x 12.3 x 12.0 x 10.6 x 10.2 x 9.6 x 7.3 x

National Lamar Outfront Media JCDecaux Clear Channel Daktronics Entravision Gray Television Nexstar Sinclair CineMedia Outdoor

Cable / Content Radio Median: 11.3x Median: 10.6x

16.4 x 15.8 x 13.9 x 13.0 x 11.3 x 11.3 x 11.4 x 10.1 x 10.0 x 9.8 x 9.7 x 8.8 x 7.7 x

Liberty Six Flags Walt 21st Century Liberty Cedar CBS Time Viacom Sirius XM iHeartMedia (CC Cumulus Salem Media Disney Fox Interactive Fair Corp. Warner Media) Media

Source: Capital IQ as of November 9, 2015.

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The Media Monthly

EV / 2015E EBITDA

Online Media and Ad Services Advertising Research

Median: 10.6x Median: 10.3x

29.3x 28.7x

17.6 x

15.1 x 13.2 x

10.6 x 9.4 x 7.4 x 7.0 x 4.9 x

Yahoo Amazon Google Ebay Shutterfly Marchex comScore Nielsen GfK Ipsos

Advertising Tech Cable Content

Median: 9.9x Median: 9.7x

15.2 x 13.9 x

10.0 x 9.7 x 9.5 x

5.9 x 4.8 x

Criteo The Rubicon Millennial Media Sizmek AMC Discovery Scripps Project

Cable Theaters

Median: 9.7x Median: 8.5x

16.0 x 14.0 x 14.5 x

9.7 x 9.3 x 8.7 x 8.5 x 8.3 x 8.0 x 7.6 x

Charter DISH Cablevision Time Warner Comcast Cineplex Cinemark Regal AMC Carmike Communications Network Cable Holdings Entertainment Entertainment Cinemas

Source: Capital IQ as of November 9, 2015.

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The Media Monthly

Valuation Metrics 0 Valuation Multiples Growth Stock Price 52-Week 52-Week Equity Enterprise EV / Revenue EV / EBITDA '13A - '15E CAGR Out-of-Home Media 11/9/15 Low High Value Value 2015E 2015E Revenue EBITDA $5.73 $6.22 $11.68 $2,057 $6,997 2.5 x 10.2 x (1%) (2%) Clear Channel Outdoor JCDecaux 38.65 25.08 45.55 8,201 8,258 2.4 x 12.0 x 2% 1%

Lamar 57.34 43.39 61.73 5,539 7,478 5.5 x 12.6 x 3% 5% National CineMedia 14.45 11.70 16.76 888 1,995 4.6 x 13.7 x (2%) (0%)

Outfront Media 23.07 21.55 33.59 3,172 5,367 3.6 x 12.3 x 5% 5% RMG Networks 0.85 0.73 2.24 31 24 0.6 x NM (13%) NM Global / U.S. Median 3.0 x 12.3 x 0% 1% Global / U.S. Mean 3.2 x 12.2 x (1%) 2%

APG|SGA $379.60 $279.24 $421.94 $1,137 $1,048 3.3 x 13.1 x (3%) 1% Ströer 65.22 16.60 62.50 3,187 3,555 4.1 x 17.7 x 0% 13% Europe Median 3.7 x 15.4 x (1%) 7% Europe Mean 3.7 x 15.4 x (1%) 7% AirMedia Group $5.47 $1.65 $7.70 $349 $344 1.4 x NM (4%) NM Clear Media Ltd. 1.03 0.92 1.30 558 504 NA NA NA NA China Median 1.4 x NA (4%) NM China Mean 1.4 x NA (4%) NM Mood Media $0.24 $0.26 $0.63 $45 $615 1.3 x 5.9 x (3%) 6% Total Out-of-Home Advertising Median 2.9 x 12.4 x (2%) 3%

Total Out-of-Home Advertising Mean 3.1 x 12.2 x (2%) 4% Radio Beasley Broadcast Group $3.92 $3.96 $6.97 $91 $173 NA NA NA NA iHeartMedia 1.35 4.00 9.40 121 20,526 3.3 x 11.4 x 0% 0% Cumulus Media 0.28 1.09 4.51 65 2,470 2.1 x 9.7 x 4% (7%)

Emmis Communications 0.75 0.99 2.70 34 329 NA NA NA NA Entercom Communications 11.16 7.86 13.33 443 967 2.4 x 9.5 x 3% 1% Radio One 2.01 1.35 4.22 97 1,072 NA NA NA NA Salem Media Group 6.30 4.38 11.00 160 442 1.7 x 8.8 x 4% 1% Sirius XM Holdings 4.11 3.14 4.04 21,422 26,675 5.8 x 15.8 x 6% 9% Radio Median 2.4 x 9.7 x 4% 1% Radio Mean 3.1 x 11.1 x 3% 1% Broadcasting Entravision $8.52 $3.84 $8.68 $751 $1,038 4.1 x 13.8 x 4% 3% Gray Television 16.59 7.16 18.07 1,200 2,355 4.0 x 12.5 x 20% 19% Nexstar Broadcasting Group 55.17 36.41 60.31 1,689 3,168 3.5 x 10.6 x 21% 21%

Sinclair Broadcast Group 33.39 23.88 32.43 3,163 6,909 3.1 x 9.6 x 17% 15%

Broadcasting Median 3.8 x 11.6 x 18% 17% Broadcasting Mean 3.7 x 11.6 x 16% 15% Advertising/Marketing Havas $8.56 $6.03 $9.42 $3,575 $3,733 1.6 x 9.6 x (2%) 1% WPP 22.53 16.56 24.53 29,121 34,749 1.9 x 11.5 x 0% (0%) 63.96 55.13 88.22 13,314 16,466 1.6 x 9.3 x 2% (1%) Publicis Interpublic 22.67 16.37 22.69 9,212 10,337 1.4 x 10.0 x 2% 8% Omnicom 72.52 64.03 80.98 17,568 21,374 1.4 x 9.6 x 1% 1% Dentsu 55.99 29.51 61.21 16,105 17,344 3.1 x 14.5 x (36%) 20% Advertising/Marketing Median 1.6 x 9.8 x 1% 1% Advertising/Marketing Mean 1.8 x 10.7 x (5%) 5% Advertising Technology Google $754.77 $490.91 $713.33 $508,751 $446,336 6.0 x 15.1 x 10% 15% Yahoo! 33.68 29.00 52.62 31,806 27,174 6.7 x 29.3 x (5%) (4%) Criteo 37.53 28.09 57.30 2,336 2,038 4.0 x 15.2 x (6%) 62% The Rubicon Project 15.58 8.76 20.59 691 612 2.5 x 13.9 x 43% 187% TubeMogul 12.46 9.11 23.83 432 351 2.1 x NM 43% NM Rocket Fuel 4.32 5.15 21.10 186 186 0.4 x NM 24% NM MaxPoint Interactive 4.95 4.05 11.24 128 100 1.1 x NM 11% NM Sizmek 5.98 4.85 8.54 177 110 0.6 x 4.8 x 3% 1% Millennial Media 0.24 1.18 2.24 45 615 1.3 x 5.9 x 22% NM YuMe 3.00 2.45 6.38 103 55 0.3 x NM 4% NM Tremor Video 2.04 1.96 3.28 105 40 0.2 x NM 14% NM Advertising/Marketing Median 1.3 x 14.5 x 10.9% 15.3% Advertising/Marketing Mean 2.3 x 14.0 x 14.9% 52.3% Advertising Research Nielsen $47.87 $40.56 $49.37 $17,427 $24,609 4.0 x 13.2 x 3% 11% comScore 44.19 35.03 65.00 1,721 1,611 4.3 x 17.6 x 9% 52% GfK 37.16 32.91 46.66 1,357 1,825 1.1 x 7.4 x (7%) (8%) Ipsos 21.44 19.39 29.94 971 1,586 0.8 x 7.0 x (6%) (3%) Advertising/Marketing Median 2.6 x 10.3 x (2%) 4% Advertising/Marketing Mean 2.6 x 11.3 x (1%) 13% Source: Capital IQ as of November 9, 2015.

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The Media Monthly

Upcoming Events

Dates Name Location Description

. November 16, Digital Signage summit MENA Dubai, UAE Leading strategy conference for the Digital Signage and 2015 DOOH industry in the Middle East and North Africa . Digital Signage, Retail and DOOH experts will discuss

industry trends and drivers

November 17, M&A Advisor Symposium New York, NY . Gathering of professionals engaged in M&A,

2015 restructuring and financing and industry leaders from the US and around the world who will participate in over 20 interactive thought-leadership sessions and social functions . PJSC’s Mark Boidman Will Present

November 19-20, SMX Social Media Marketing Las Vegas, NV . Conference addresses strategies and tactics from some of 2015 the savviest brands and digital marketing agencies managing earned, owned and paid social media marketing campaigns across multiple platforms

December 2, 2015 Advertising Club of New York New York, NY . Annual gathering of industry thought leaders in the OOH Day OOH marketing industry

. PJSC’s Mark Boidman Will Present

December 6-9, iMedia Agency Summit: Creativity Scottsdale, AZ . Summit delves into the collision of automation and 2015 Meets Automation creativity; topics include programmatic buying, marketing automation and data and customer relationship management

January 6-9, 2016 International Consumer Electronics Las Vegas, NV . Event that showcases more than 3,600 exhibitors, Show including manufacturers, developers and suppliers of consumer technology hardware, content, technology delivery systems and more . The conference has 220 sessions with more than 165,000 attendees from 150 countries . PJSC’s Mark Boidman Will Present . PJSC’s Rich Brail and Juan Mejia Will Attend

January 10-12, Affiliate Summit West 2016 Las Vegas, NV . Conference includes an exhibit hall with affiliates, 2016 merchants, vendors and networks, as well as multiple tracks of educational sessions covering the latest trends and information from affiliate marketing experts February 1-2, 2016 American Magazine Media 360 New York, NY . A dive into what’s new in video, data and measurement, Conference advertising, mobile, digital, and leadership

February 9-11, Social Media Strategies Summit Las Vegas, NV . SMSS offers interactive workshops, captivating 2016 presentations and opportunities to connect with industry leaders

February 15-17, B2B Content Conversions Scottsdale, AZ . Conference brings together cross-functional content 2016 strategy, marketing operations and general executives . Showcases how leading B2B brands optimize and amplify their content to reach the right audience

www.pjsc.com 18

The Media Monthly

Upcoming Events

Dates Name Location Description

. February 17-18 2016 Sales & Marketing Leadership Palm Beach, FL The event annually convenes the advisory solutions Summit industry’s most senior marketing and sales executives for an exclusive, closed-door session devoted to strategies to

build stronger relationships and grow assets

February 17-18 Code / Media 2016 Dana Point, CA . Conference bringing together 350 of the most influential

minds in media and technology for two days of intimate gatherings and game-changing discussions. . March 1-2, 2016 Media Summit New York, 2016 New York, NY Media Summit New York is the Premier Conference on Broadband, Mobile, Advertising, Television, Film, Cable & Satellite, Publishing, Radio, Magazines, News & Print Media and Marketing

March 7-10, 2016 Satellite 2016 Conference National . Exhibition will feature more than 350 market leading Harbor, MD companies showcasing the latest products, services and applications for satellite-enabled communications. . PJSC’s Rich Brail Will Attend

March 15-18, 2016 Digital Signage Expo Las Vegas, NV . World’s largest and longest running conference and trade show exclusively dedicated to showcasing innovative digital communications and interactive technology solutions for customer and employee-facing organizations

. PJSC’s Mark Boidman Will Present

March 20-24, 2016 2016 Adobe Summit: The Digital Las Vegas, NV . Explore the latest tools and trends, hear from marketing Marketing Conference innovators, and see how companies are using Adobe Marketing Cloud to give them the insights they need in mobile analytics, personalization and social media

April 11-14, 2016 CinemaCon 2016 Las Vegas, NV . CinemaCon has evolved and grown to become the

largest and most important gathering for the worldwide motion picture theater industry . Global event attracting attendees from more than 80 countries . PJSC’s Rich Brail Will Attend

April 18-20, 2016 Outdoor Advertising Association of Boca Raton, . Conference will examine shifts in overall media strategies America / TAB Annual Conference Florida and identify specifically how out of home advertising can and Expo amplify a media campaign . PJSC’s Mark Boidman Will Attend

June 1-3, 2016 FEPE Annual Conference Barcelona, . Annual global outdoor advertising conference that Spain explores the broader and fast changing media and technological environment . PJSC’s Mark Boidman Will Present June 23-24, 2016 Digital Signage Summit Europe 2016 Munich, . Global conference featuring a number of international Germany delegates, which will include keynote speeches, presentations, panel discussions, workshops and networking opportunities

www.pjsc.com 19

The Media Monthly

Peter J. Solomon Company (PJSC) is a leading independent investment banking firm

headquartered in New York City. Founded in 1989, the Firm has successfully completed more than 500 strategic and financial advisory assignments on behalf of

industry leaders across media, tech and retail in the form of mergers and acquisitions, divestitures, financings, recapitalizations and restructurings, fairness

opinions and activism defense.

Our goal is to bring the partnership’s collective wisdom and knowledge of negotiation to reach the optimum value of a transaction for our clients and to create an enduring advisory relationship.

Prior issues available online: http://www.pjsc.com/pjsc-commentaries If you wish to subscribe/unsubscribe to The Media Monthly, please contact:

Eric Lesorgen Analyst 1345 Avenue of the Americas 646.708.8471 New York, NY 10105 [email protected] pjsc.com | @PJSCtweets

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