Digital Media | Internet Sector Report

INTERNET & DIGITAL MEDIA SECTOR REPORT With A Double Click on the Streaming Market Q1 2020 COVID-19 STATEMENT

NOTE ABOUT THE We at GCA are closely monitoring the effects of the COVID-19 pandemic. First and CURRENT CLIMATE foremost, we are committed to ensuring our employees and families remain safe and healthy and we hope you, your employees and loved ones remain safe and healthy as well. We are incredibly grateful for everyone in the medical community, as well as the numerous essential service providers keeping us safe and keeping our communities running in these difficult times.

While this is an unprecedented time, deals are continuing to take place. Each business—whether public or private, established or new, domestic or international—has a unique set of needs. With this in mind, we want to offer our expertise, insights and perspective to help you navigate this environment.

Please contact a member of our team to discuss what we are seeing in the market and how you could best position your business at this time and in the future.

2 EXECUTIVE SUMMARY Q1 2020 Internet & Digital Media Wrap-Up » Internet & Digital Media was a highly active category with ~$15.3Bn in M&A volume and ~$11.7Bn in financing volume during Q1 ‘20 — 17 M&A transactions closed in Q1 ‘20 including Penn National / Barstool (Internet Content), Najafi Companies / Tegna (Diversified Marketing) and Fox / Tubi (OTT Streaming); of these transactions, ~18% were completed by private equity firms via leveraged buyout — 656 financings across all stages – from seed to LBO – in Q1 ’20 which was down ~8% from Q1 ’19 » High-profile, internet content M&A deals highlighted Q1 ‘20 activity, with strategic buyers looking to build out their offerings, remain competitive and differentiate themselves from emerging competition while also looking to add significant brands and engaged audiences ― NuCom Group’s acquisition of The Meet Group (NASDAQ: MEET) and The San Vicente Group’s acquisition of Grindr represent approximately $1.1Bn of deal value in Q1 ’20, illustrating further consolidation and activity in the mobile dating app business » Transactions involving stand-out digital brands including The Ringer, Barstool Sports and The Athletic highlighted robust activity among content creators and new digital platforms; this is thematically consistent with a trend we have been observing for years — These three deals alone represent roughly $1.2Bn in overall digital media deal value in Q1 ‘20 » From a financing perspective, Q1 ’20 saw a number of well-established private equity firms invest in popular, growing consumer companies, aiming to strengthen their foothold in the sector » From a trading perspective, Marketplace companies lead the public company pack, trading at 4.8x EV / ’20E Revenue and 17.1x EV / ’20E EBITDA on average ― Trading multiples for companies across digital media subsectors are deflated due to the public market impact of COVID-19 Select Q1 Active Buyers Select Q1 Active Investors

Notes: Sources: Capital IQ, PitchBook, PriceWaterhouseCoopers / NVCA MoneyTree Report, Wall Street Research. 3 GCA OVERVIEW Strong Sector Expertise Across Internet & Digital Media Team

REPRESENTATIVE FOCUS AREAS GCA SECTOR TEAM

MARKETPLACE / DIVERSIFIED MARKETING JOHN LAMBROS JOSHUA WEPMAN NEW TECHNOLOGY TECHNOLOGY Managing Director Managing Director New York New York [email protected] [email protected] INTERNET COMMERCE HR TECHNOLOGY +1 (212) 999-7083 +1 (212) 999-7092

INTERNET CONTENT SOCIAL MEDIA KEVIN WALSH THOMAS EGLI SEARCH & ONLINE Managing Director Managing Director GAMING ADVERTISING San Francisco Zurich [email protected] [email protected] +1 (415) 318-3629 +41 43 499 4341 MEDIA / PUBLISHING ENTERTAINMENT

SELECTED RECENT TRANSACTIONS

Notes: The above transactions represent a compilation of past and current deals that GCA entities, including GCA Advisors, LLC, GCA Advisors Corporation and GCA Altium, have advised on. 4 GCA TRANSACTION ANNOUNCEMENT

GCA IS PLEASED TO ANNOUNCE ITS ROLE AS EXCLUSIVE FINANCIAL ADVISOR TO:

NORTH AMERICA – Expertise and relationships with high-growth private and public technology companies and private equity investors Q1 2020 TRANSACTIONS focused on this sector of the economy – M&A, private capital and private funds advisory services

Strategic Financing

ASIA – Strong relationships with leading global Japanese EUROPE conglomerates and trade buyers – Extensive experience and relationships advising leading PE – Full-scope M&A advisory firms, innovative technology services, Mezzanine companies and corporates financing fund throughout Europe and the Nordics – M&A and debt advisory business

5 GCA OVERVIEW Selected Recent Internet & Digital Media Transactions

» On February 14, TA Associates announced it had Headquarters: London, England acquired ATG Founded: 1998 » GCA was appointed as ATG’s advisor in mid- Description: Provider of online auction information and services to the fine 2019 due to its experience in running multi- art and antiques, industrial and commercial and surplus and track processes and recent IPO credentials returns industries. The Company's services facilitate online » Two pre-emptive offers were received prior to transactions, auction information and related services through launching a formal process, including one from an online platform and trade magazines. TA Associates » GCA continued the multi-track process up until TA Associates Investment Rationale three days before transacting in order to maximize process competitiveness and ✓ Market-leading positions across multiple geographies with leading bidder and optionality auctioneer numbers » As part of its offer, TA was seeking to ✓ Strong financial growth profile benefiting from first-mover advantage and the simultaneously acquire ATG and a key virtuous circle of a marketplace model competitor in the US – Proxibid ATG Product Overview ✓ Numerous actionable growth opportunities ✓ Significant synergy potential with the combination of Proxibid Online Auction Marketplace ✓ Led by an exceptionally strong management team » ATG is an online marketplace connecting the world’s auctioneers to a global bidder base Selected Transaction Commentary Five Marketplaces in Three Industry Verticals » Thesaleroom: Arts and antiques marketplace in the UK Combining ATG and Proxibid will TA Associates is excited to bring » Lot-tissimo: Arts and antiques marketplace in the DACH region “give us the resources to invest in “together these two profitable and » Bidspotter.com: Industrial and commercial marketplace in North better tools for auctioneers and growing online businesses. With America accelerate investment in their similar business models,

» Bidspotter.co.uk: Industrial and commercial marketplace in the marketing, which we believe will technology and culture, as well as

UK bring a steady stream of new complementary geography and » i-bidder: Consumer surplus and returns marketplace in the UK online bidders. The companies are sector focus,“ we believe that

a natural cultural fit, both valuing Proxibid and ATG are an excellent

Trade Magazine the provision of a“ professional match. » ATG also owns and operates Antiques Trade Gazette, the leading experience for our auctioneer and trade magazine for arts and antiques bidder clients. » Provides insight and key information around the United Kingdom’s specialist auctions and auctioneers John-Paul Savant, Morgan Seigler, CEO, ATG MD, TA Associates

Notes: Sources: Company Website, PitchBook, Press Releases. 7 SECTION I GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’

8 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ Music & Podcasting Streaming Growth and Acceleration Global Recorded Music Revenues ($Bn) U.S. Monthly Podcast Listeners (MM, Age 12+)

$28 164 % $26 % 29.9 $24 17.8 140 CAGR (2013A – 2023E) $22 CAGR (2013A – 2023E) STREAMING $20 LISTENERS 120 $19 $17 103 $16 88 $15 $14 $15 $20 75 $16 $18 $11 $13 65 $1 $2 $3 $5 $7 $9 57 46 40 32

'13A '14A '15A '16A '17A '18E '19E '20E '21E '22E '23E '13A '14A '15A '16A '17A '18A '19E '20E '21E '22E '23E

Physical Digital (excl. streaming) Streaming

Performance Rights Synchronization

Streaming is mainstream – and whether a song, playlist or podcast, streaming audio represents one of the most exciting, dynamic and high-growth entertainment markets today

Notes: Sources: Goldman Sachs, Activate Consulting. 9 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ Music Streaming Highlights Global Recorded Music Revenue Split ($Bn) » Tremendous rebound in the global music industry in recent years, largely driven by digital transformation and 2030E 2020E $1 streaming ubiquity $1 ― Growth in digital sales has outstripped the decline in $3 $2 physical sales $4 ― Global recorded music revenues are projected to $3 reach $22Bn in 2020E, with streaming representing $13 roughly 60% $4 $36 » Apple Music, Spotify and Pandora remain the most popular streaming services in the US; however, nearly 40% of listeners utilize more than one streaming service Streaming Physical Performance Rights Digital (excl. streaming) Synchronization » With both stability in streaming and better technology to (1) monetize and track listening, songs are a real “asset U.S. Active Monthly Users (MM) class,” with valuations for premium libraries reaching 15- 20x NPS 44.5 ― Hipgnosis (LON: SONG), the only pure-play, publicly traded music royalty fund, has acquired 22 song 44.2 catalogues with more than 6,000 songs since 2018 31.5 ― Round Hill Capital, Kobalt Capital, Concord Bicycle, Tempo Music and many other funds are all 25.9 aggressively competing for song libraries and IP ownership 21.8 » The increased direct exposure artists have to their fans through digital decreases dependence on traditional 16.5 publisher relationships, which has fueled the growth of tech-enabled independent artists and record labels 15.3

Notes: Sources: Goldman Sachs, Activate Consulting, Statista, Wall Street Research. 1) As of September 2019. 10 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ Steady and Growing Presence of the Artists Direct and Independent Segments Global Recorded Music Industry Market Share

Artists Direct 1.7% 2.3% 2.7% 3.4% Independent labels have maintained Independents 27.9% 27.2% 27.7% 27.4% their market share while Artists Direct have expanded their share versus the 16.9% 17.5% 17.7% 18.3% incumbents, a key driver to change throughout the industry 22.9% 22.6% 22.1% 20.6%

30.6% 30.3% 29.7% 30.3%

2015 2016 2017 2018

Technology enables both lower cost and greater scale for artists direct and independent labels, who continue to take incremental market share from the major labels

Notes: Sources: Midia. 11 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ Live Concert Streaming is Here to Stay Live Concert Streams » COVID-19 has accelerated the growth of live concert streaming, a promising area we have been tracking within Date Artist Platform the music sector 3/18 John Legend » Live streaming, which is reportedly a $5Bn market globally, is an inexpensive way for artists to expand their 3/27 Kungs audience and deepen relationships with fans ― Bandsintown LIVE launched with Twitch on March 4/12 Andrea Bocelli 20th with a DJ Black Coffee concert and has become Thomas Rhett & 4/24 a hub for live concert superfans attracting more than Train 2.3MM views on this channel alone 4/25 Jack Johnson ― Andrea Bocelli’s “Music For Hope” classical music event on Easter Sunday streamed on YouTube and 4/27 Brett Young drew 2.8MM peak concurrent viewers making it the largest simultaneous audience for classical music Joe Jonas & 5/1 Dillon Francis » Technology to support live virtual performances is in a very early stage Selected Market Commentary

» Latency, privacy and security represent the largest Live is on the rise and rightfully Accessing live streams has hurdles to successful live concert performances, but “so, but it is still in its infancy and is “become second nature to our companies large and small are working to minimize these still the baby brother of broadcast audiences, whether that is within video. The scale of the cloud and our own sites and apps, or on

disruptions, as they see tremendous opportunity in the reach of the Internet have allowed social sites. We now live stream

live streaming market different audiences to more easily multiple times a day across

reach their niche content and multiple platforms, along“ with 24/7

» The broader live music industry will benefit from growth allows for advertisers “ to more channel simulcast streams and in streaming concerts through increased ticket sales and accurately put relevant content in major live events. fan engagement front of intenders.

― People who stream concerts are 67% more likely to Joe Green, VP, Alec Hendry, buy a ticket to a similar event in the future Turner Broadcasting Sr. Director, Viacom

Notes: Sources: Ludwig van Toronto, Akamai. 12 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ MUSIC VALUE CHAIN: Innovation Across the Music Value Chain Artist Services Live Concert Engagement Publishing Distribution & Rights Streaming Tools Management

`Major Labels `Large Scale Publishers `Indie Labels Live Concert Streaming

`DSPs `DIY & Distribution `Distributors

`Rights Management `Artist & Label Services `Artist Platforms

`AI Tools & Analytics `Fan Engagement `Video & Creative `Creator & Promotional Services `Live Event Management

Notes: This is a representative list and may not include all relevant companies. If your company is not on the list and would like to be added for future publications, kindly shoot us a note at [email protected] and we would be happy to consider. 13 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ Downtown Music Holdings’ Acquisition of FUGA Transaction Overview FUGA Overview

» On January 22, Downtown Music Holdings Headquarters: Amsterdam, Netherlands announced that its subsidiary, AVL Digital Group, Founded: 2006 had acquired FUGA for an undisclosed amount Description: FUGA connects music content providers and digital service » FUGA will continue to function as a standalone platforms using a B2B technology platform. The platform business within Downtown's suite of enables distributors, record labels, artist services companies and distribution and monetization capabilities other rights holders to directly reach the world's music across AVL, while providing Downtown greater streaming market. In addition, FUGA provides full service reach into the growing independent artist marketing, promotion, monetization and label services to the sector of the music industry rapidly growing independent music sector. » As part of a broader enterprise, FUGA, its clients and partners will benefit from expanded resources, infrastructure and global scale to 260+ Platform Connections more quickly bring to market added services and innovation for music industry rights holders

FUGA Product Overview

Music Distribution » Complete content management system » Upload / create releases, re-compile catalog, create audio / video bundles, set tracks to pre-order, timed release dates and more Selected Transaction Commentary Royalty Accounting Software » Collate income streams and issue customized royalty reports for “ The exceptional team at FUGA “ This acquisition will give FUGA different deal structures and their unique focus on the backing to achieve our global providing best-in-class capabilities ambitions in this space so we can » Issue advances, set reserve payments, send statements and more has put the company at the continue serving the independent Neighboring Rights Collection forefront of empowering the music community, developing our fastest growing sector of the music service offering and improving our » Direct member of 30+ societies worldwide industry. Integrating FUGA is a technology. We share a common

» Ability to register catalogues directly in each territory to

natural next step for Downtown in business approach and philosophy

maximize income on behalf of an artist “ developing businesses“ that support with Downtown, one rooted in Analytics a more equitable and innovative providing control and flexibility for music ecosystem. creators and rights holders. » Filter by artist, label, territory, service and time period and sort by gender, device type and age Justin Kalifowitz, Pieter van Rijn, » Financial dashboard provides picture of repertoire's revenues CEO, Downtown CEO, FUGA

Notes: Sources: Company Website, Pitchbook, Capital IQ, Press Releases. 14 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ Podcasting Market Highlights % of Americans (Age 12+) Who Have Listened to a Podcast » Podcasting is an early but explosive part of the broader streaming market, feeding off of digital distribution 144MM Ever 51% platforms and device ubiquity 90MM Past month 44% ― 65% of active listeners began listening in the last 62MM Past week 40% three years 36% 33% 32% 29% 30% ― 22% of Americans listen on a weekly basis 25% 27% 26% 22% 23% 24% ― Overall, roughly 144MM Americans have listened to 21% 15% 17% a podcast at some point 12% 12% 14% 12% 11% 22% » Of those listening to podcasts, consumption is believed to 15% 17% be 6+ hours per week – it’s an obsession! 13% 8% 10% ― Average of 6 hours and 37 minutes per week 7%

― Average of 7 podcast episodes per week '09A '10A '11A '12A '13A '14A '15A '16A '17A '18A '19E » While Adam Currey of MTV-VJ fame is often cited as one of the first to “podcast” in 2004, Apple formally launched Average Weekly Time Spent Listening to Podcasts its Podcasts app in 2012, although the competition for 1% podcast platform market share has been intense < 1 Hour 16% ― New entrants into the podcasting platform market 17% have drained Apple of ~20% of its market share in the 1 – 3 Hours past few years 3 – 5 Hours ― With 4 acquisitions in the last 15 months in 16% 25% 5 – 10 Hours podcasting alone, Spotify has legitimized this market > 10 Hours 25% Don’t know

Notes: Sources: Andreessen Horowitz, Edison Research and Triton Digital. 15 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ Leading Podcasting Platforms Podcast Listeners (Age 18+) by Service (1) Platforms are Competing for Listeners

» Apple maintains an edge in the amount of podcast hours 21% played, but listeners consume podcasts from a variety of other providers

19% » Although Apple’s users tend to spend more time on the app, Apple and Spotify have a similar number of users » There exists a long tail of apps attracting a minority of 12% listeners ― 20+ apps comprise the “Other” 29% of podcast hours played 9% Anchor-Distributed Podcast Consumption (Hours) by Platform (2)

29%

6% 52%

Other 5% 19%

Notes: Source: Activate Consulting. 1) As of October 2019. 2) As of September 2018. 16 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ Advertising Drives Podcasting Profitability Standalone Podcast Service Payment (Age 18+) (1) Reasons Consumers (Age 18+) Do Not Pay for Podcasts % 2 Other % 5 Access podcasts through another paid service % 21% % 79 7 Prices are too high of monthly listeners % 22 Do not mind ads have not paid for a podcast in the last % 28 Not interested in paid content twelve months 79% % 35 Satisfied with free content

Internet Users’ Reactions to Podcast vs. Radio Ads (2) Lift in Purchase Intent for Brands After Hearing Podcast Ad (2)

18% Trust Business 14% 11% News & Politics 13% Brand & 18% Message Recall 10% Sports 9% 20% Enjoyment 11% Society & Culture 9%

Podcast Ads Read by Host Radio Ads Comedy 7%

Notes: Source: Activate Consulting. 1) As of October 2019. 2) As of 2017. 17 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ Podcasting Market Opportunity vs. M&A Activity Selected M&A Activity » Podcast TAM has been elusive and complicated to identify with any accuracy given the early stages of the DATE ACQUIRER TARGET DEAL VALUE market 03/23/20 Undisclosed » PwC and IAB estimated podcast ad revenue would hit roughly $680MM in 2019E and roughly $1.0Bn in 2021E 02/05/20 ~$250MM

» Within a year, Activate Consulting had revised its estimate 01/29/20 $450MM for podcast ad revenue substantially, suggesting the value will roughly triple by 2023E 03/26/19 $56MM

$1.6 November 2018 October 2019 02/06/19 ~$200MM $1.2 02/06/19 ~$140MM $1.0 $0.9 $0.8 $0.8 09/13/18 $55MM $0.6 $0.7 $0.5 $0.4 $0.4 $0.3 $0.3 Selected Financing Activity N/A DATE INVESTOR TARGET AMOUNT RAISED 2017A 2018E/A 2019E 2020E 2021E 2022E 2023E

» These estimates suggest podcasts are under monetized 10/24/19 $30MM ― Ad spend is still very small compared to media 08/30/19 ~$30MM channels such as Internet, TV and radio 07/16/19 $60MM » Alone, Spotify has spent roughly $650MM in the last 15

months to enhance its market presence 02/06/19 Ximalaya $100MM » Valuations suggest major players believe the market has 04/25/18 14MM greater potential and new monetization tactics are key 09/11/17 ~20MM

Notes: Sources: Capital IQ, PitchBook, Activate Consulting, PriceWaterhouseCoopers and Interactive Advertising Bureau (IAB), Andreessen Horowitz. 18 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ Industry Case Study: Spotify’s Acquisition of The Ringer Transaction Overview The Ringer Overview Headquarters: Los Angeles, CA » On February 5, Spotify announced that it had acquired The Ringer for nearly $250M in Founded: 2016 cash considerations paid over the next few Employees: ~175 years Description: Website, podcast network and scripted and non-scripted video » The transaction is expected to close in Q2 production house creating blend of sports, pop culture, politics Acquisition of ‘20 and tech content. The Ringer Podcast Network includes over 30 popular podcasts, including “The Bill Simmons Podcast,” “The » Spotify will maintain 100% of voting rights Rewatchables,” and “The Ryen Russilio Podcast,” among others. and shares held in The Ringer Why We Like This Deal

1 Identifiable Brands 2 Engaged Audience in a ~$250MM Drive Intrinsic Value Desirable Demographic » Consumers engage with brands they » The Ringer attracts listeners who are can trust – The Ringer crushed it! generally educated millennials, but Spotify Investment Rationale » Strong identity is a critical component appeals to a broader age and gender of investing in brands demographic Ability for Spotify to Immediately grow The expand its sports and Ringer’s audience by 4 entertainment 3 Podcast Consumption is Content is King, Again introducing Spotify’s offerings, leveraging a Rapidly Growing » The Ringer has a long pedigree of expansive listener best-in-class editorial » 90MM Americans listen to podcasts developing top-tier content, which is a network team monthly; 65% started in the last 3 years hallmark of the brand » The Ringer’s podcasts receive more » Bill Simmons, a true pioneer in sports Maintain its position as media, has attracted a sizable creative New and bourgeoning than 100MM episode downloads per the world’s largest month team asset Spotify can use to audio streaming drive ad sales with its Selected Transaction Commentary platform by getting a dynamic in-stream ad lead in the growing placement algorithm Spotify has the unique ability to We look forward to putting the podcast industry “truly supercharge both content “full power of Spotify behind The and creator talent across genres. Ringer as they drive our sports

New opportunity for

Enables Spotify to We spent the last few years strategy. As we set out to expand “ monetization paired “ further refine its building [this] company and our sports and entertainment with continued focus listener targeting believe Spotify can take us to offerings, we wanted a best-in- on deepening audience another level. class editorial team. within its walled garden engagement Bill Simmons, Dawn Ostroff,

Notes: Founder, The Ringer CCO, Spotify Sources: Company Filings, Press Releases, Andreessen Horowitz. 19 GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’ Industry Case Study: Penn National’s Acquisition of Barstool Sports Transaction Overview Barstool Overview

» On January 29, Barstool Sports announced Headquarters: New York, NY that it had sold a 36% stake to Penn National Founded: 2003 Gaming (NasdaqGS: Penn) for ~$163MM in Employees: ~400 cash and convertible stock » After three years, Penn will have the option to Description: Leading digital sports, entertainment and media platform that increase its ownership to ~$50% by purchasing delivers original content across blogs, podcasts, radio, video and Sold Stake to an incremental stake of ~$62MM at the same social, supported by nearly 70 dedicated personalities. The $450MM valuation Company has approximately 66 million monthly unique visitors, including an estimated 48% of males and 44% of females in the » Upon completion of the transaction, both Millennial and Generation X generations across America. Penn and prior investor, The Chernin Group, will own 36% of the Company (TCG previously Barstool Fundraising Timeline owned 60%), with Barstool employees owning $450MM the remaining 28% LBO Capital Raise Strategic Sale » Penn to initially receive 2 of 7 board seats Date 1/7/16 1/23/18(2) 1/29/20 Penn National Investment Rationale Investor Chernin Group Chernin Group Penn National

Utilize Barstool’s Promote Penn’s land- Equity Sold / Raised $12.5MM $15MM $163MM nationally recognized based casinos through Valuation $24.5MM $100M $450MM brand for retail and Barstool talent, live online sports betting events and tailored Selected Transaction Commentary and iCasino products content We’re excited to partner with This exciting new partnership Leverage Barstool’s Opportunity to launch “Penn National on Barstool Sports’ “with Barstool Sports reflects our complementary ancillary gaming next chapter. With Erika’s strategy to continue evolving [into] audience of 66MM products and casinos leadership and Dave’s vision, the a best-in-class omni-channel monthly uniques with a under the Barstool Company has realized remarkable provider of retail and online strong affinity for brand growth over the last four years. We gaming and sports betting sports and gaming believe the marriage of the entertainment. With its leading

Barstool brand and passionate digital content, well-known brand

Reduce customer Use Barstool to help “ audience with“ Penn National’s and deep roots in sports betting, acquisition costs by create a bespoke gaming leadership will change the Barstool Sports is the ideal partner incentivizing key omni-channel sports industry. for Penn National. Barstool talent to betting and casino promote Penn’s ecosystem for retail Mike Kerns, Partner, Jay Snowden, business and digital customers The Chernin Group President / CEO, Penn

Notes: Sources: Company Filings, PitchBook, Capital IQ, Press Releases, LinkedIn. 20 SECTION II Q1 ‘20 MARKET UPDATE

21 DEAL DASHBOARD

656 $11.7 Billion $15.3 Billion 17 Q1 2020 Financing Transactions (1)(2)(3) Q1 2020 Financing Volume (1)(2)(3) Q1 2020 M&A Volume (3)(4) Q1 2020 M&A Transactions (3)(4)

Select Q1 '20 Financing Transactions Quarterly Financing Volume ($Bn) (1)(2) Quarterly M&A Volume ($Bn) (4) Select Q1 '20 M&A Transactions

Company Amount ($MM) $20 $40 $35 Acquirer Target EV ($MM) $15 $30 $15 $13 $28 $15 $13 $12 $13 $13 $13 $12 $30 $24 $500 $20 $8,700 $17 $10 $20 $13 $14 $15 $400 $5 $10 $1,395 $0 $0 $285 $879

San Vicente SPV $275 Quarterly Financing Deal Count (1)(2) Quarterly M&A Deal Count $615

$120 1000 $588 796 783 787 40 32 800 671 690 710 688 706 656 30 25 $100 20 $569 600 17 17 20 16 16 15 400 11 $100 200 10 $513 0 0 $100 $450

Last 12 Months Digital Media & Internet Price Performance (5)

150.0%

135.0% 26.0% 120.0% 19.2% 16.3% 7.9% 105.0% 2.4% 0.6% 90.0% (9.0)% (14.6)% 75.0% (21.9)% 60.0% 4/1/2019 6/1/2019 8/1/2019 10/1/2019 12/1/2019 2/1/2020 4/1/2020

Marketplace / Search / Online Media / Diversified Social Media Internet Content Internet Commerce Gaming Publishers New Technology Advertising Entertainment Marketing

Notes: Sources: Capital IQ, PitchBook, PriceWaterhouseCoopers / NVCA MoneyTree Report. 1) Criteria based on U.S. internet/mobile/telecommunications Series A and subsequent rounds of financings. 2) Financings include Venture and Private Equity Growth/Expansion activity for U.S. internet/mobile/telecommunications sectors. 3) Figures reflect total transactions and volume through end of most recent quarter. 4) Criteria based on U.S. target internet/digital media M&A deals with transaction enterprise values greater than $50MM. 5) Details on companies included can be found on the following page. 22 PUBLIC COMPANY VALUATION

ENTERPRISE VALUE / 2020E REVENUE ENTERPRISE VALUE / 2020E EBITDA

4.8x 4.3x 17.1x 14.7x 3.5x 3.4x 14.4x 3.1x 12.9x 2.8x 11.3x 11.3x 10.6x 10.3x 9.0x 2.0x 1.9x 1.9x

Marketplace / New Social Media Search / Online Adv. Internet Content Gaming Diversified Publishers Internet Commerce Media / Marketplace / New Internet Content Internet Commerce Search / Online Adv. Social Media Gaming Publishers Diversified Media / MarketplaceEconomy Social Search / Internet Gaming DiversifiedMarketing Publishers Media / EntertainmentInternet MarketplaceEconomy Internet Internet Search / Social Gaming Publishers DiversifiedMarketing EntertainmentMedia / / New Media Online Adv. Content Marketing Entertainment Commerce / New Content Commerce Online Adv. Media Marketing Entertainment Economy Economy

INTERNET & DIGITAL MEDIA ECOSYSTEM

Marketplace / Social Search / Online Internet Media / Diversified Internet Gaming Publishers New Technology Media Advertisement Content Commerce Entertainment Marketing

4.8x / 17.1x 4.3x / 11.3x 3.5x / 12.9x 3.4x / 14.7x 1.9x / 14.4x 3.1x / 11.3x 1.9 / 9.0x 2.0x / 10.6x 2.8x / 10.3x 2020E Revenue / 2020E EBITDA Multiple

Notes: Source: Capital IQ. Multiples <0x and >50x considered NM. Multiples represent mean value of sector group. 23 Q1 2020 M&A DEAL DASHBOARD

QUARTERLY M&A ACTIVITY (1)(2) SELECT Q1 2020 M&A TRANSACTIONS

($BN) Number of Deals M&A Volume ($MM)

Ann. Date Acquirer Target Enterprise Value $34.5 3/31 $235

$29.8 3/25 $879 $27.5 3/17 $440 $24.3 3/17 $8,714 31 $20.4 $20.3 3/6 San Vicente SPV $615

$15.6 25 $15.3 3/5 $513 20 $12.6 2/24 $1,395 17 17 17 16 15 2/19 $569

2/11 $588 11 2/5 $250

1/29 $450 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20

Notes: Sources: Capital IQ, PitchBook, Wall Street Estimates. 1) Criteria based on U.S. target internet/digital media M&A deals with transaction enterprise values greater than $50MM. 2) Details on companies included can be found in the appendix. 24 Q1 2020 FINANCING DEAL DASHBOARD

QUARTERLY FINANCING ACTIVITY (1)(2)(3) SELECT Q1 2020 FINANCING TRANSACTIONS

($BN) Number of Deals Financing Volume ($MM)

Ann. Date Company Selected Investors Amount Invested

3/30 $500 $15.1 $14.8 3/25 $120 $13.4 $12.7 $12.9 $12.7 3/19 $400 $12.3 $12.6 $11.7 3/19 $100

796 787 2/12 $93 783 710 706 2/11 $275 690 688 671 656 1/27 $75

1/21 $100

1/14 $50

1/13 $100

1/8 $285 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20

26 APPENDIX – PUBLIC COMPANY VALUATIONS

($MM), Except Per Share Data Stock Trading Statistics Operating Metrics Price LTM Price Range Equity Cash & Net Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Company 3/31/20 Low High Value Equiv. Debt Value CY 19A CY 20E CY 21E CY 19A CY 20E CY 21E 19A/18A 20E/19A 21E/20E CY 19A CY 20E CY 21E Marketplace / New Economy Shopify Inc. $416.93 $190.38 $593.89 $48,808 $2,468 ($2,316) $46,492 29.5x 21.5x 15.8x NM NM NM 47.0% 37.0% 35.8% 4.2% 2.1% 3.8% Uber Technologies, Inc. $27.92 $13.71 $47.08 $48,226 $11,313 ($3,474) $44,752 3.2x 2.8x 2.2x NM NM NM 25.5% 11.4% 29.1% (20.0%) (12.3%) 0.6% MercadoLibre, Inc. $488.58 $422.22 $756.48 $24,287 $2,459 ($1,442) $22,846 9.9x 7.6x 5.6x NM NM NM 59.5% 31.4% 34.7% (3.1%) (2.8%) 4.1% Copart, Inc. $68.52 $55.69 $104.88 $16,013 $94 $426 $16,439 7.4x 7.0x 6.4x 18.1x 16.2x 15.6x 18.8% 5.9% 9.7% 40.8% 43.1% 40.8% Peloton Interactive, Inc. $26.55 $17.70 $37.02 $7,452 $1,487 ($959) $6,493 5.3x 3.5x 2.4x NM NM NM 179.2% 53.3% 43.2% (15.5%) (6.6%) (1.8%) Lyft, Inc. $26.85 $14.56 $76.10 $8,233 $2,850 ($2,374) $5,859 1.6x 1.5x 1.1x NM NM NM 67.7% 6.8% 36.6% (19.8%) (16.1%) (2.7%) Etsy, Inc. $38.44 $29.95 $71.80 $4,534 $817 $56 $4,590 5.6x 4.4x 3.7x 24.9x 20.0x 15.7x 35.6% 28.6% 18.9% 22.5% 21.8% 23.4% LendingTree, Inc. $183.39 $156.57 $434.94 $2,393 $60 $307 $2,700 2.4x 2.2x 1.9x 13.3x 11.9x 9.7x 44.7% 13.5% 15.1% 18.3% 18.0% 19.3% Farfetch Limited $7.90 $5.99 $27.56 $2,683 $322 ($203) $2,480 2.4x 1.6x 1.3x NM NM NM 69.5% 49.4% 27.9% (12.5%) (6.0%) 0.4% TripAdvisor, Inc. $17.39 $13.73 $56.60 $2,367 $319 ($152) $2,215 1.4x 1.6x 1.4x 5.1x 6.4x 5.2x (3.4%) (12.5%) 16.5% 27.9% 25.4% 27.0% CarGurus, Inc. $18.94 $14.25 $42.82 $2,127 $172 ($102) $2,025 3.4x 3.6x 2.7x 27.8x 36.6x 17.0x 29.7% (4.0%) 32.5% 12.4% 9.8% 15.9% Moneysupermarket.com Group PLC $3.78 $2.61 $5.23 $2,030 $32 $14 $2,044 4.0x 4.1x 3.9x 11.0x 11.6x 10.7x 13.5% (2.0%) 5.2% 36.0% 34.9% 35.9% The RealReal, Inc. $7.01 $5.00 $30.05 $607 $363 ($363) $243 0.8x 0.6x 0.5x NM NM NM 48.8% 23.3% 31.1% (23.1%) (17.7%) (8.3%) Mean 5.9x 4.8x 3.8x 16.7x 17.1x 12.3x 48.9% 18.6% 25.9% 5.2% 7.2% 12.2% Median 3.4x 3.5x 2.4x 15.7x 14.1x 13.2x 44.7% 13.5% 29.1% 4.2% 2.1% 4.1%

Social Media & New Platform Facebook, Inc. $166.80 $137.10 $224.20 $475,455 $54,855 ($43,781) $431,674 6.1x 5.3x 4.4x 10.9x 10.5x 8.6x 26.6% 14.9% 20.4% 56.0% 50.5% 51.4% Spotify Technology S.A. $121.44 $109.18 $161.38 $22,560 $1,797 ($1,091) $21,470 2.8x 2.4x 2.0x NM NM NM 26.1% 20.2% 20.7% 0.8% (0.7%) 1.1% Twitter, Inc. $24.56 $20.00 $45.86 $19,178 $6,639 ($3,350) $15,828 4.6x 4.9x 3.7x 12.9x 17.7x 11.6x 13.7% (6.3%) 30.6% 35.5% 27.6% 32.3% Snap Inc. $11.89 $7.89 $19.76 $16,886 $2,113 ($876) $16,010 9.3x 7.3x 5.4x NM NM 43.7x 45.3% 27.4% 34.6% (12.9%) (1.1%) 12.4% LINE Corporation $48.42 $27.05 $50.28 $11,609 $2,097 ($48) $11,561 5.5x 4.5x 4.0x NM NM 34.1x 10.8% 22.0% 12.2% (6.5%) 8.3% 11.8% Yelp Inc. $18.03 $12.89 $40.99 $1,295 $412 ($180) $1,115 1.1x 1.1x 1.0x 5.1x 5.8x 4.7x 7.6% (3.7%) 12.9% 21.5% 19.6% 21.6% Mean 4.9x 4.3x 3.4x 9.6x 11.3x 20.5x 21.7% 12.4% 21.9% 15.7% 17.4% 21.8% Median 5.0x 4.7x 3.9x 10.9x 10.5x 11.6x 19.9% 17.6% 20.5% 11.2% 14.0% 17.0%

Search / Online Advertising Microsoft Corporation $157.71 $118.38 $190.70 $1,199,550 $134,231 ($47,084) $1,152,466 8.6x 7.7x 6.8x 19.4x 17.0x 14.6x 13.3% 11.0% 13.2% 44.3% 45.5% 46.8% Alphabet Inc. $1,161.95 $1,008.87 $1,530.74 $798,592 $119,675 ($103,708) $694,884 4.3x 3.9x 3.3x 11.8x 11.3x 9.4x 18.3% 11.0% 17.7% 36.5% 34.3% 35.0% Yandex N.V. $34.05 $27.93 $48.95 $11,232 $1,422 ($1,052) $10,180 3.6x 3.5x 2.8x 11.9x 12.6x 9.5x 53.7% 2.0% 26.7% 30.2% 28.0% 29.4% The Trade Desk, Inc. $193.00 $136.00 $323.78 $8,796 $255 ($66) $8,730 13.2x 10.5x 8.2x 41.7x 35.2x 26.6x 38.5% 26.2% 27.6% 31.7% 29.7% 30.8% QuinStreet, Inc. $8.05 $5.76 $17.13 $416 $76 ($61) $355 0.7x 0.7x 0.6x 10.5x 6.4x 4.4x 8.2% 10.8% 11.8% 7.0% 10.4% 13.3% The Rubicon Project, Inc. $5.55 $4.51 $13.11 $305 $89 ($66) $239 1.5x 1.3x 1.1x 9.6x 6.7x 4.9x 25.4% 15.7% 15.4% 16.0% 19.6% 23.4% Criteo S.A. $7.95 $5.89 $22.96 $492 $419 ($251) $242 0.1x 0.3x 0.3x 0.8x 1.0x 1.0x (1.7%) (64.9%) 1.4% 12.8% 29.3% 28.7% Marchex, Inc. $1.45 $1.10 $5.57 $61 $43 ($35) $26 0.2x 0.3x 0.3x 6.1x NM 14.4x 24.5% (13.0%) 4.0% 4.0% (3.3%) 1.9% Mean 4.0x 3.5x 2.9x 14.0x 12.9x 10.6x 26.0% 12.8% 14.7% 22.8% 28.1% 26.2% Median 2.6x 2.4x 2.0x 11.1x 11.3x 9.4x 21.4% 10.9% 14.3% 23.1% 28.6% 29.1%

Notes: Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM. 27 APPENDIX – PUBLIC COMPANY VALUATIONS

Internet Commerce Amazon.com, Inc. $1,949.72 $1,626.03 $2,185.95 $970,680 $55,021 $22,514 $993,194 3.5x 3.0x 2.5x 23.8x 19.7x 15.7x 20.5% 19.2% 17.1% 14.9% 15.1% 16.1% Alibaba Group Holding Limited $194.48 $147.95 $231.14 $521,736 $51,302 ($33,725) $488,011 7.0x 5.7x 4.3x 21.9x 19.1x 13.2x 39.9% 21.3% 32.4% 31.7% 30.0% 32.8% Netflix, Inc. $375.50 $252.28 $393.52 $164,772 $5,018 $11,354 $176,126 8.7x 7.2x 6.1x NM 39.5x 29.5x 27.6% 20.6% 18.5% 15.7% 18.3% 20.7% Booking Holdings Inc. $1,345.32 $1,107.29 $2,094.00 $55,241 $7,310 $1,941 $57,182 3.8x 4.8x 3.8x 9.8x 14.4x 10.1x 3.7% (21.5%) 28.2% 38.8% 33.5% 37.3% eBay Inc. $30.06 $26.02 $42.00 $23,930 $2,825 $5,597 $29,527 2.7x 3.1x 2.9x 8.0x 8.3x 7.8x 0.5% (11.0%) 6.4% 34.2% 36.8% 37.0% Chewy, Inc. $37.49 $20.62 $41.34 $14,944 $212 $4 $14,947 4.2x 2.4x 2.0x NM NM NM (0.0%) 78.3% 19.0% (2.7%) 0.1% 1.2% Qurate Retail, Inc. $6.11 $3.01 $17.55 $2,540 $673 $7,333 $9,873 0.7x 0.8x 0.8x 5.0x 5.3x 5.2x (4.3%) (4.7%) 1.1% 14.8% 14.6% 14.8% Expedia Group, Inc. $56.27 $40.76 $144.00 $7,877 $3,841 $1,748 $9,625 0.8x 1.2x 0.8x 4.5x 9.1x 4.4x 7.5% (31.0%) 45.2% 17.6% 12.7% 18.3% Zalando SE $38.45 $30.03 $53.95 $9,563 $1,166 ($544) $9,020 1.2x 1.1x 1.0x 19.9x 23.2x 14.6x 17.9% 10.7% 17.9% 6.2% 4.8% 6.5% Wayfair Inc. $53.44 $21.70 $166.40 $5,043 $987 $1,383 $6,426 0.7x 0.6x 0.5x NM NM NM 34.6% 16.8% 19.4% (5.4%) (4.7%) (2.5%) Grubhub Inc. $40.73 $29.35 $80.25 $3,741 $425 $188 $3,929 3.0x 2.7x 2.4x 21.8x 35.9x 24.0x 30.3% 9.4% 16.0% 13.7% 7.6% 9.8% Cimpress plc $53.20 $43.99 $145.09 $1,394 $37 $1,543 $2,938 1.1x 1.4x 1.2x 6.7x 9.3x 7.1x 4.1% (22.6%) 16.9% 15.8% 14.7% 16.3% Stamps.com Inc. $130.08 $32.54 $185.20 $2,219 $156 ($86) $2,132 3.7x 3.6x 3.4x 14.7x 14.8x 13.1x (2.6%) 2.2% 6.7% 25.4% 24.6% 26.2% ASOS Plc $14.88 $12.14 $50.92 $1,245 $11 $621 $1,866 0.5x 0.5x 0.4x 12.6x 12.7x 6.6x 13.1% 5.0% 17.9% 4.3% 4.1% 6.7% Stitch Fix, Inc. $12.70 $10.90 $32.34 $1,301 $301 ($151) $1,150 0.7x 0.6x 0.5x 47.0x NM 26.7x 26.7% 12.3% 18.3% 1.4% 0.1% 1.9% Shutterstock, Inc. $32.16 $28.76 $48.34 $1,142 $303 ($246) $895 1.4x 1.3x 1.3x 8.9x 9.2x 8.3x 4.4% 3.2% 3.9% 15.5% 14.6% 15.4% 1-800-FLOWERS.COM, Inc. $13.23 $11.15 $21.77 $851 $296 ($126) $725 0.6x 0.5x 0.5x 8.2x 7.2x 7.1x 7.6% 7.6% 1.3% 6.8% 7.1% 7.2% Quotient Technology Inc. $6.50 $4.55 $11.99 $583 $225 ($49) $534 1.2x 1.1x 1.0x 12.2x 9.2x 6.8x 12.7% 9.6% 13.4% 10.0% 12.2% 14.6% Revolve Group, Inc. $8.64 $7.17 $48.36 $599 $65 ($65) $534 0.9x 0.8x 0.7x 9.8x 9.6x 7.1x 20.5% 13.1% 18.0% 9.0% 8.2% 9.4% trivago N.V. $1.46 $1.33 $5.38 $515 $256 ($144) $371 0.4x 0.5x 0.5x 4.9x 9.3x 4.7x (10.2%) (28.3%) 19.4% 8.0% 5.9% 9.8% Blue Apron Holdings, Inc. $12.05 $2.01 $28.84 $160 $44 $82 $242 0.5x 0.7x 0.6x NM NM 27.5x (31.9%) (19.2%) 14.9% (1.7%) 0.1% 2.1% Overstock.com, Inc. $4.99 $2.53 $29.75 $201 $123 ($94) $107 0.1x 0.1x 0.1x NM NM NM (20.3%) (2.5%) 3.6% (5.6%) (3.1%) (2.7%) Travelzoo $3.93 $3.04 $22.85 $45 $20 ($6) $39 0.3x 0.3x 0.3x 2.9x 2.7x 1.9x 0.1% 3.7% 4.7% 12.2% 12.5% 16.8% Mean 2.1x 1.9x 1.6x 13.5x 14.4x 12.1x 8.8% 4.0% 15.7% 12.2% 11.7% 13.7% Median 1.1x 1.1x 1.0x 9.8x 9.5x 8.1x 7.5% 5.0% 17.1% 12.2% 12.2% 14.6%

Notes: Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM. 28 APPENDIX – PUBLIC COMPANY VALUATIONS

($MM), Except Per Share Data Stock Trading Statistics Operating Metrics Price LTM Price Range Equity Cash & Net Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Company 3/31/20 Low High Value Equiv. Debt Value CY 19A CY 20E CY 21E CY 19A CY 20E CY 21E 19A/18A 20E/19A 21E/20E CY 19A CY 20E CY 21E Gaming Tencent Holdings Limited $49.05 $40.28 $54.18 $465,826 $26,859 $6,535 $472,362 8.9x 7.3x 6.0x 23.4x 20.4x 17.0x 55.6% 22.3% 21.5% 38.1% 35.6% 35.2% Activision Blizzard, Inc. $59.48 $41.84 $64.53 $45,753 $5,859 ($2,911) $42,842 6.6x 6.3x 5.8x 19.5x 16.7x 14.6x (13.5%) 5.2% 9.2% 33.9% 37.6% 39.4% NetEase, Inc. $320.96 $209.01 $361.00 $41,070 $10,347 ($7,863) $33,208 3.9x 3.4x 3.1x 13.0x 12.8x 11.3x (12.9%) 13.4% 12.2% 30.1% 26.8% 27.1% Electronic Arts Inc. $100.17 $85.69 $114.13 $29,017 $5,602 ($4,364) $24,653 4.6x 4.7x 4.3x 13.0x 13.9x 11.7x 1.8% (3.1%) 10.7% 35.1% 33.9% 36.5% NAVER Corporation $139.83 $87.60 $159.98 $20,261 $3,548 ($1,741) $18,521 3.2x 3.0x 2.7x 20.5x 15.6x 12.3x 13.8% 6.8% 13.4% 15.8% 19.5% 21.8% Ncsoft Corporation $536.29 $371.38 $596.34 $11,052 $1,535 ($1,225) $9,827 6.7x 4.4x 3.8x 20.2x 10.5x 8.6x (4.4%) 52.7% 15.2% 33.1% 41.5% 44.2% Ubisoft Entertainment SA $73.82 $43.84 $94.00 $8,844 $1,776 $476 $9,320 5.0x 4.1x 3.1x 10.9x 7.5x 5.9x (16.9%) 24.6% 31.3% 46.3% 54.4% 51.9% Zynga Inc. $6.85 $5.22 $7.42 $6,518 $1,361 ($645) $5,873 4.4x 3.6x 3.1x 19.2x 16.2x 13.6x 45.7% 23.1% 15.2% 23.1% 22.3% 23.0% Glu Mobile Inc. $6.29 $3.98 $11.75 $944 $127 ($86) $858 2.1x 1.9x 1.7x 21.3x 20.7x 12.5x 12.2% 11.4% 12.3% 9.8% 9.0% 13.3% DeNA Co., Ltd. $10.98 $9.69 $21.61 $1,575 $795 ($697) $878 0.8x 0.7x 0.8x NM 8.0x 4.5x (4.8%) 5.6% (2.4%) (3.4%) 9.4% 17.1% Changyou.com Limited $10.70 $5.43 $20.55 $574 $306 ($306) $267 0.6x 0.5x 0.5x 1.9x 1.6x 1.7x (6.3%) 9.3% 3.7% 30.6% 32.6% 31.3% GungHo Online Entertainment, Inc. $14.05 $12.63 $38.57 $954 $796 ($793) $160 0.2x 0.2x 0.2x 0.5x 0.7x 1.0x 11.1% (16.6%) (5.2%) 32.0% 28.6% 22.1% GREE, Inc. $3.88 $3.17 $5.18 $894 $817 ($817) $77 0.1x 0.1x 0.1x 1.5x 1.6x 1.4x (6.6%) (1.4%) 1.0% 8.0% 7.8% 8.8% Mean 3.6x 3.1x 2.7x 13.7x 11.3x 8.9x 5.8% 11.8% 10.6% 25.6% 27.6% 28.6% Median 3.9x 3.4x 3.1x 16.1x 12.8x 11.3x (4.4%) 9.3% 12.2% 30.6% 28.6% 27.1%

Media Conglomerates / Selected Entertainment Comcast Corporation $34.38 $31.71 $47.74 $156,533 $5,500 $106,489 $263,022 2.4x 2.3x 2.3x 7.7x 7.8x 7.4x 15.3% 3.1% 3.1% 31.5% 30.2% 30.9% The Walt Disney Company $96.60 $79.07 $153.41 $174,405 $6,833 $45,099 $219,504 2.9x 2.9x 2.5x 11.9x 14.9x 10.3x 26.5% 2.0% 16.3% 24.6% 19.2% 23.9% Sony Corporation $59.67 $43.19 $75.40 $72,051 $7,927 $9,501 $81,551 1.3x 1.0x 0.9x 7.1x 7.4x 6.3x (3.2%) 24.4% 8.7% 17.8% 13.9% 14.9% Vivendi SA $21.46 $18.24 $29.33 $25,565 $2,667 $6,755 $32,320 1.8x 1.8x 1.7x 13.7x 12.0x 10.9x 10.9% 3.4% 4.3% 13.2% 14.6% 15.4% ViacomCBS Inc. $14.01 $10.10 $53.71 $8,598 $632 $20,288 $28,886 1.0x 1.0x 1.0x 4.9x 5.2x 4.8x 2.1% 2.7% 5.1% 21.2% 19.3% 19.9% Discovery, Inc. $19.44 $17.12 $33.66 $13,383 $1,563 $14,809 $28,192 2.6x 2.5x 2.4x 6.0x 6.6x 6.2x 8.2% 4.5% 1.8% 43.2% 37.5% 39.0% Mean 2.0x 1.9x 1.8x 8.5x 9.0x 7.7x 10.0% 6.7% 6.5% 25.3% 22.4% 24.0% Median 2.1x 2.0x 2.0x 7.4x 7.6x 6.8x 9.6% 3.2% 4.7% 22.9% 19.3% 21.9%

Notes: Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM. 29 APPENDIX – PUBLIC COMPANY VALUATIONS

Diversified Marketing Experian plc $28.03 $22.70 $36.43 $25,231 $156 $4,212 $29,443 6.1x 5.5x 5.2x 17.4x 15.5x 14.3x 0.0x 0.1x 0.1x 0.3x 0.4x 0.4x Alliance Data Systems Corporation $33.65 $20.51 $182.95 $1,603 $3,874 $18,726 $20,328 23.8x 3.8x 3.8x 15.6x 17.6x 16.5x -0.1x 5.2x 0.0x 1.5x 0.2x 0.2x Equifax Inc. $119.45 $103.01 $164.77 $14,569 $401 $3,082 $17,651 5.0x 4.8x 4.5x 15.0x 14.1x 12.9x 0.0x 0.1x 0.1x 0.3x 0.3x 0.4x WPP plc $6.86 $5.60 $13.51 $8,310 $3,932 $5,019 $13,329 0.8x 1.0x 1.0x 4.4x 6.2x 5.6x -0.1x -0.2x 0.0x 0.2x 0.2x 0.2x Nielsen Holdings plc $12.54 $11.84 $27.28 $4,469 $454 $8,358 $12,827 2.0x 1.9x 1.9x 6.9x 6.9x 6.7x 0.0x 0.0x 0.0x 0.3x 0.3x 0.3x The Interpublic Group of Companies, Inc.$16.19 $11.63 $25.20 $6,279 $1,192 $3,831 $10,110 1.2x 1.2x 1.1x 7.0x 7.0x 6.6x 0.1x 0.0x 0.0x 0.2x 0.2x 0.2x HubSpot, Inc. $133.19 $90.84 $207.98 $5,766 $962 ($353) $5,412 8.0x 6.5x 5.4x NM NM 41.5x 0.3x 0.2x 0.2x 0.1x 0.1x 0.1x MDC Partners Inc. $1.45 $1.02 $3.44 $104 $131 $824 $928 0.6x 0.6x 0.6x 5.3x 4.7x 4.3x 0.0x 0.0x 0.1x 0.1x 0.1x 0.1x Yext, Inc. $10.19 $9.57 $22.65 $1,180 $256 ($132) $1,048 3.5x 2.9x 2.3x NM NM NM 0.3x 0.2x 0.2x -0.2x -0.1x -0.1x Harte Hanks, Inc. $1.57 $1.45 $3.97 $10 $28 $11 $21 0.1x 0.1x 0.1x NM 10.6x 2.7x -0.2x -0.2x 0.0x 0.0x 0.0x 0.0x Mean 5.1x 2.8x 2.6x 10.2x 10.3x 12.3x 2.5% 54.1% 6.9% 29.0% 16.5% 18.3% Median 2.7x 2.4x 2.1x 7.0x 8.8x 6.7x 0.5% 4.8% 4.4% 17.0% 16.6% 17.5%

Notes: Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM. 30 APPENDIX – RECENT ACQUISITIONS

($MM)

Announced Date Acquirer Target Enterprise Value EV / LTM Rev. EV / LTM EBITDA EV / NTM Rev. EV / NTM EBITDA

3/31/2020 $235 NA NA NA NA

3/25/2020 $879 NA NA NA NA

3/17/2020 $440 (2) 2.4x NA NA NA

(1) 3/17/2020 $8,714 3.8x 11.9x NA NA

3/6/2020 San Vicente SPV $615 NA NA NA NA

3/5/2020 $513 (2) 2.5x 25.7x NA NA

(2) 2/24/2020 $1,395 5.4x 14.0x NA NA

2/21/2020 $52 NA NA NA NA

2/19/2020 $569 5.4x 9.2x NA NA

2/11/2020 $588 (1) 2.6x 12.5x NA NA

2/10/2020 $66 (1) 1.1x 5.2x NA NA

2/5/2020 $200 NA NA NA NA

2/4/2020 $140 NA NA NA NA

Notes: Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM. Disclosed transactions with Enterprise Value <$50MM not included. (1) Multiples based on Capital IQ consensus estimates. (2) Value based on Wall Street Estimates. 31 APPENDIX – RECENT ACQUISITIONS

($MM)

Announced Date Acquirer Target Enterprise Value EV / LTM Rev. EV / LTM EBITDA EV / NTM Rev. EV / NTM EBITDA

1/29/2020 $450 NA NA NA NA

1/22/2020 $65 NA NA NA NA

1/21/2020 $300 2.7x NA NA NA

1/14/2020 $73 (1) 1.9x 12.2x 1.5x 11.2x

12/20/2019 $150 NA NA NA NA

(1) 12/20/2019 $691 2.7x NM 2.6x 27.6x

(1) 12/19/2019 $441 5.5x NM 4.8x NM

(1) 12/18/2019 $675 0.7x NM NA NA

(1) 12/18/2019 $145 5.5x NA NA NA

12/18/2019 $75 NA NA NA NA

(1) 12/17/2019 $4,677 3.7x 14.3x 3.5x 11.3x

(1) 12/16/2019 $3,197 2.5x 15.5x 2.4x 9.4x

12/5/2019 $51 NA NA NA NA

($MM)

Announced Date Acquirer Target Enterprise Value EV / LTM Rev. EV / LTM EBITDA EV / NTM Rev. EV / NTM EBITDA

(1) 12/4/2019 $2,010 7.7x NM NM NM

(2) 11/25/2019 $4,050 3.6x NA NA NA

11/20/2019 $4,000 20.0x NA 11.4x NA

11/19/2019 $140 NA NA NA NA

(1) 11/19/2019 $118 0.6x 6.4x 0.6x 5.7x

11/18/2019 $380 NA NA NA NA

(1) 10/22/2019 $2,878 3.7x 12.5x 3.5x 10.0x

10/22/2019 $215 5.4x NA NA NA

10/21/2019 $150 3.3x NA NA NA

10/16/2019 $110 NA NA NA NA

(1) 10/8/2019 $150 2.6x 14.6x NA NA

9/26/2019 $118 NA NA NA NA

9/24/2019 $100 NA NA NA NA

($MM)

Announced Date Acquirer Target Enterprise Value EV / LTM Rev. EV / LTM EBITDA EV / NTM Rev. EV / NTM EBITDA

9/24/2019 $1,000 NA NA NA NA

9/5/2019 $3,500 NA NA NA NA

(1) 9/2/2019 MJR Theatres $152 1.9x NA NA NA

8/23/2019 $615 NA NA NA NA

(1) 8/22/2019 $4,535 3.8x 37.0x 3.2x 15.2x

8/13/2019 $20,947 (1) 1.6x 6.7x 1.5x 6.9x

8/8/2019 $92 NA NA NA NA

8/5/2019 $68 NA NA NA NA

8/5/2019 $2,296 (1) 0.8x 7.9x 0.8x 7.9x

(1) 7/29/2019 $66 1.9x NA NA NA

(1) 7/26/2019 $906 3.5x 15.7x 3.4x 11.1x

(1) 7/24/2019 $53 1.6x 17.7x NA NA

7/1/2019 $79 NA NA NA NA

($MM)

Announced Date Acquirer Target Enterprise Value EV / LTM Rev. EV / LTM EBITDA EV / NTM Rev. EV / NTM EBITDA

6/24/2019 $200 NA NA NA NA

6/24/2019 $150 NA NA NA NA

6/11/2019 $405 (2) 9.5x NA NA NA

(2) 6/6/2019 $2,600 28.9x NA 17.3x NA

(1) 6/4/2019 $1,193 3.7x 32.9x 3.5x 17.3x

6/3/2019 $120 NA NA NA NA

5/3/2019 $10,600 2.8x NA NA NA

4/30/2019 $200 NA NA NA NA

4/17/2019 $262 NA NA NA NA

(1) 4/14/2019 $4,400 2.3x 8.2x NA NA

4/3/2019 $207 NA NA NA NA

3/26/2019 $56 NA NA NA NA

3/26/2019 $3,100 NA NA NA NA

($MM)

Offering Amounts $10MM or Greater Primary Initial Initial Offering LTM Issuer Industry Filing Date Amount Description Revenue EBIT % Adj. EBITDA Offers holographic AR advertising software enables users to insert into video footages real or animated three-dimensional objects; Advertising 06/27/19 $26 $39 45% $20 products consist primarily of payment software, game distribution , and holographic software.

Operates an interactive audio entertainment and online audio platform, as well as an app Entertainment 10/28/19 $45 $168 NM NM that allows users to record and share their voices on mobile devices.

Notes: Sources: Capital IQ, Public Filings. 36 A LEADING GLOBAL ADVISOR

STOCKHOLM

MANCHESTER LEEDS PARIS FRANKFURT BIRMINGHAM MUNICH KYOTO NAGOYA ZURICH TOKYO LONDON SHANGHAI NEW YORK LAUSANNE MILAN NEW DELHI OSAKA TEL AVIV SAN FRANCISCO FUKUOKA TAIPEI MUMBAI SINGAPORE HO CHI MINH CITY

Global platform: Sector expertise: Exceptional cross- 25 offices in key Experienced team: Expansive coverage border capabilities: markets across Over 500 employees and deep Over a third of all America, Asia and across the globe specialization transactions Europe Broad spectrum Diversified Strong reputation of clients: business model: and track record: Leading Geographically High number of conglomerates, top balanced, synergistic repeat clients and private equity firms and complementary referrals and emerging high- focus areas growth companies

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