1H13 M&A and Investments Review DEAL Marketing, Media, and Technology NotES Industries 1H13 Review of M&A and Investment Activity in the Overview 1 Marketing, Media, and Technology Industries: Segment Analysis 1,303 Transactions Totaling a Reported Digital Media/Commerce 5 Digital Advertising 6 $30.4 Billion Marketing Technology 7 Agency & Marketing Services 8 Digital Media/Commerce and Marketing Technology were Traditional Media 9 the Most Active Segments in 1H13 with a Combined Total of 863 Transactions Recent Transactions 10 Traditional Media was the Highest Value Segment with About Petsky Prunier 11 $11.6 Billion in Reported Deal Value During the first half of 2013, Petsky Prunier tracked 1,303 M&A and investment transactions for a total of $30.4 billion across five broad segments: Digital Media/Commerce, Digital Advertising, Marketing Technology, Agency & Marketing Services, and Traditional Media. Digital Media/Commerce and Marketing Technology were the most active segments with 442 and 421 transactions announced, respectively. Together, there was $16.8 billion in deal value reported in the segments – 55 percent of the total. Traditional Media accounted for the highest reported value, totaling $11.6 billion. Note, three mega transactions announced during the half year were excluded from the analysis to limit comparative distortions: Liberty Global’s $24.3 billion purchase of Virgin Media, the $16.7 billion acquisition by Comcast of its remaining 49 percent stake in NBCUniversal from General Electric, and Vodafone’s $14 billion take-private of Kabel Deutschland. [continued on page 2] Marketing,MARKETING, Media, and MEDIA, Technology TECHNOLOGY IndustriesAND SERVICE INDUSTRIES! Marketing, Media, and Technology Industries MARKETING, MEDIA, TECHNOLOGY AND SERVICE INDUSTRIES! 1H12Marketing,Marketing, M&A AND Media, Media, INVESTMENT and & Technology Technology Industries Industries ACTIVITY ! M&A2Q12-2Q13 AND INVESTMENT M&A and ACTIVITY:Investment 1Q11 Activity - 2Q12 ! MARKETING,Marketing, MEDIA, Media, TECHNOLOGY and Technology AND SERVICE Industries INDUSTRIES 2Q12–2Q131Q12-1Q13 M&A M&A and($ and in Millions)Billions) InvestmentInvestment! Activity Activity 1H13 M&A and Investment Activity ($ in Billions) 2Q121H13 M&A M&A AND and INVESTMENT Investment Activity ACTIVITY ($ in Billions) ($ in Millions) ($($ in Millions) 26% Traditional Media DOLLAR VALUE $11,621 $52.6 NBC Digital Media/ Universal/ Commerce Comcast $7,964 $34.8 $32.7 Virgin $27.3 Agency & $24.9 Media/ Vodafone/ Liberty Kabel Marketing Services Global Deutschland $486 Digital Advertising $1,487 Marketing DEAL Technology VOLUME 817 758 807 634 669 $8,862 2Q12 3Q12 4Q12 1Q13 2Q13 *Aggregate totals do not include Liberty Global's acquisition of Virgin Media, Comcast's acquisition *Aggregateof its remaining totals do 49 not percent include stake Liberty in NBCUniversal, Global's or acquisition Vodafone's acquisition of Virgin of Media Kabel Deutschlandor Comcast's acquisition of NBCUniversal News Group Securities offered through Petsky Prunier Securities, LLC 1 Deal Notes First Half 2013 M&A Activity Acquisitions accounted for 46 percent of total transactions and 61 percent Adobe’s $600 million acquisition of NeoLane, which offers solutions of reported value in 1H13. Digital Media/Commerce was the most active that help companies manage their marketing across channels M&A segment with 155 acquisitions announced, of which 36 had an aggregate reported value of $3.7 billion. Thirty percent of activity in There were 124 acquisitions announced in the Traditional Media segment, the segment was in the eCommerce subsegment, with 46 announced of which 30 were worth $7.3 billion in aggregate reported value, excluding acquisitions, of which 11 had reported value totaling $329 million. the three mega deals cited previously. Twenty-six acquisitions were Compared to 2H12, acquisition activity in the Mobile Content/Apps announced in the Broadcast Television and Cable & Satellite Television and Social Media/Apps subsegments increased 44 percent and 22 percent, subsegments, of which 11 were reported at $4.2 billion in aggregate value. respectively, with a combined total of 69 control transactions announced Deals announced in the segment included: worth $2.5 billion in reported value. Notable transactions announced included: Gannett’s $2.1 billion take-private of broadcaster Belo Onex Corporation’s $950 million purchase of Nielsen Holdings’ Yahoo’s $1.1 billion acquisition of Tumblr, which offers a social tradeshow unit, Nielsen Expositions, which produces tradeshows blogging service, along with its acquisitions of UK-based mobile news and conferences in markets including general merchandise, sports, gather and delivery app Summly for $30 million, social bookmarking hospitality, and retail design start-up Snip.it for $10 million, mobile venue-recommendation app Kroenke Sports Enterprises’ $214 million acquisition of Outdoor company Alike, personalized recommendation app company Jybe, Channel Holdings, which offers programming that captures the and mobile app developer GhostBird Software. Yahoo also acquired hunting, fishing, shooting, adventure, and Western lifestyle, at 2.7x mobile gaming companies Loki Studios and GxYz, for a total of eight revenue and 34.4x EBITDA acquisitions announced in the Digital Media/Commerce segment Sinclair Broadcast Group’s $370 million acquisition of 18 television during the first six months of 2013 stations from Barrington Broadcast Group and its $354 million Google’s acquisition of Israel-based Waze, which operates a social traffic acquisition of Fisher Communications, a television and radio and navigation app, reportedly valued at more than $1 billion broadcasting company, at 2.1x revenue and more than 11.3x EBITDA Amazon’s $150 million acquisition of Goodreads, which offers an online book discovery platform to a community of highly-engaged Within the Digital Advertising segment, there were 72 acquisitions readers announced, of which eight were reported at $508 million in aggregate LinkedIn’s $90 million acquisitions of news-reading mobile app Pulse value. Digital Promotion/Coupon was a leading M&A subsegment with and social polling app Maybe 10 deals announced. The Vertical Search and Local Search subsegments together accounted for 26 percent of deals announced during 1H13, with Marketing Technology accounted for one-quarter of M&A activity during 19 acquisitions, compared to 15 in 2H12. Digital Video was the highest 1H13, with 147 transactions announced, of which 30 were reported at reported value subsegment due to Baidu’s $370 million acquisition of $6.7 billion in aggregate value. Analytics/Reporting was the most active PPStream, a China-based online video services provider. Additional Digital subsegment with 21 control deals announced, up from 10 in 2H12, Advertising acquisitions included: followed by Content Management with 16. There were 26 acquisitions announced by cloud-based marketing technology companies, including: JPMorgan Chase’s $35 million acquisition of daily deals start-up Bloomspot, which partners with restaurants, spas, resorts, and other Salesforce.com’s $2.5 billion acquisition of marketing execution businesses to deliver offers to consumers in New York, Chicago, and company ExactTarget, which provides cross-channel, digital marketing other cities SaaS solutions, valuing the company at 7.4x revenue Gilt Group’s divestiture of Jetsetter, which operates a private online SAP’s acquisition of Germany-based Hybris, a vendor of cloud-based, community to help travelers discover and purchase vacations, to multi-channel communication and commerce software solutions, TripAdvisor in a deal reportedly valued at more than $30 million reportedly valued at $1.5 billion 1H13 Most Active Strategic Buyers by Number of Transactions Number of Buyer Transactions Representative Targets Yahoo 8 Alike, GhostBird Software, GoPollGo, Jybe, Loki Studios, MileWise, Summly, Tumblr Omnicom 5 Brandzeichen, Capstret, Conultech, justONE, Magnon Group TripAdvisor 5 CruiseWise, GateGuru, Jetsetter, Niumba.com, Tiny Post Google 5 Behavio, Channel Intelligence, LawPovot, Wavii, Waze WPP 5 C-Section, Group SJR, john st., Okam, REP/Grey, REP/G2, and Massive Salesforce.com 4 Clipboard, EdgeSpring, EntropySoft, ExactTarget Dentsu 4 Beijing Wonder Advertising, Kinecto, New World Group, Webchutney Studio Amazon.com 4 Astrid, Evi Technologies, Goodreads, IVONA Software IMS Health 4 360 Vantage, Appature, Incential Software, Semantelli 2 Deal Notes First Half 2013 Of the 94 acquisitions announced in the Agency & Marketing Services A total of 274 investments were announced in the Marketing Technology segment, 41 were in the Digital Agency subsegment. Accounting for 42 segment, of which 246 reported $2.1 billion in value. Activity in the percent of aggregate volume and 87 percent of reported value, Digital segment was led by the Analytics & Reporting and Social Technology Agency was by far the most active subsegment during 1H13, followed subsegments, which together accounted for nearly 30 percent of both by the Marketing Consulting and Public Relations subsegments, with investment volume and reported value, during the first half of the year. 10 acquisitions announced each. Recent acquisitions of digitally-focused Of the 79 investments announced in these subsegments, 22 were among agencies included: companies extending the value of traditional analytics by integrating big data analytics solutions. Investments included: Accenture’s $316 million acquisitions of Acquity