Insert Footnote here TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 2Q 2017 www.harriswilliams.de Harris Williams & Co. Ltd is a private limited company authorised and regulated by the Financial Conduct Authority, incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number 7078852. Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan. Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins. HARRIS WILLIAMS & CO. OVERVIEW CONTENTS HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM . IDM OVERVIEW KEY FACTS . SELECT M&A TRANSACTIONS – 2Q 2017 . IDM M&A ACTIVITY . Over 125 transactions closed in the IDM SECTOR OVERVIEWS London Beijing . past 24 months Frankfurt Minneapolis Cleveland . IDM PRIVATE PLACEMENTS OVERVIEW . Approximately 260 professionals across Boston . IDM PUBLIC COMPARABLES OVERVIEW San Francisco Washington D.C. eight offices in the U.S. and Europe Richmond New Delhi Shanghai . TECHNOLOGY IPO OVERVIEW . Strategic relationships in India and China . DEBT MARKET OVERVIEW Hong Kong . 10 industry groups Mumbai . Appendix: Public Comparables Detail TMT CONTACTS UNITED STATES Jeff Bistrong HW&Co. Office Managing Director 2017 Investment Bank of the 2016 PE Investment Bank of the Deal of the Year by Buyouts Investment Bank of the Year Network Office [email protected] Year by Mergers & Acquisitions, Year by Global M&A Network Magazine by Global M&A Network Sam Hendler HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS Managing Director [email protected] Mike Wilkins INTERNET & DIGITAL MEDIA SOFTWARE / SAAS Managing Director [email protected] . Online Marketing . eCommerce . Enterprise Software . IT and Tech-enabled & Data Analytics . Media, Content, & Gaming . Data and Analytics Services EUROPE . Infrastructure and . Data Center and Thierry Monjauze Security Software Managed Services Managing Director [email protected] TMT VERTICAL FOCUS AREAS TO SUBSCRIBE PLEASE EMAIL: . Education Tech . Fintech . Manufacturing . Public Sector and Non-Profit *[email protected] . Energy, Power, and . Healthcare IT . Professional Services . Supply Chain, Transportation, Infrastructure . Human Capital Management and Logistics SELECT 2017 AND 2016 HW&CO. TMT TRANSACTIONS has received has received a majority has received a majority has received a majority has been has been acquired by has been acquired by has been acquired by has been acquired by has acquired a growth has been acquired by has been acquired by Investment from investment from investment from recapitalized by investment from www.harriswilliams.de PAGE | 1 HARRIS WILLIAMS & CO. INTERNET & DIGITAL MEDIA (IDM) OVERVIEW Primary IDM Contact ABOUT THE SECTOR Mike Wilkins Managing Director Harris Williams & Co.’s Technology, Media & Telecom (“TMT”) Group is dedicated to providing 575 Market Street, 31st Floor superior merger & acquisition and capital markets advisory services to market leading companies. San Francisco, California 94105 We are pleased to issue the 2Q 2017 Internet & Digital Media Sector Update, which provides Office: 415.217.3411 commentary and analysis on the current IDM M&A environment and market trends. Mobile: 415.722.4550 [email protected] SECTION CONTENTS Online Marketing eCommerce • Digital Marketing • Marketplace • Diversified / Marketing Cloud • Travel • Agencies • eCommerce Enablement • Online Advertising • Flash Sales, Promotional, and Coupons • Advertising Networks / Search Portals • Vertical eCommerce Data Analytics Media, Content, and Gaming • Consumer Data • Digital Media • Diversified Data • Online Content • Subscription Data • Social Media • Gaming SELECT HW&CO. INTERNET & DIGITAL MEDIA TRANSACTIONS Leading Provider of Leading city Provider of B2B Leading Baarsma B2C trades as: Leading B2C provider of membership attraction pass news, inbound eCommerce advertising, management provider information, demand wine retail eCommerce, A portfolio company solutions, career across Europe data, software generation platform in of brand center and job and North and custom and sales Europe has been acquired by has been acquired by has been acquired by has been acquired by a portfolio company of protection, and board software, America content conversion promotional has been acquired by an LMS, and solutions for platform intelligence advertising and the travel has been acquired by solutions media solutions industry PAGE | 2 DEAL SPOTLIGHT – MARKET TRACK HW&Co.’s TMT Group advised Aurora Capital and its portfolio company, Market Track, on its sale to Vista Equity. In partnership with Aurora Capital, Market Track has transformed into the market leading intelligence platform, delivering unique and mission-critical data solutions across the promotional, pricing, and advertising spectrum. The acquisition by Vista Equity will begin the next phase of growth for Market Track by pairing the Company’s industry leadership with Vista's unique investment and has been acquired by operating model for high-growth SaaS companies. Market Track will remain focused on providing unmatched competitive intelligence to its customers as it continues to expand its coverage of new geographies and media types—leveraging industry-leading technology to deliver best-in-class, unified market intelligence. ABOUT MARKET TRACK . Market Track is the leading provider of data-driven market intelligence solutions that enable retailers, brands, manufacturers, agencies, and brokers to analyze their advertising, promotional, and pricing initiatives to make more informed decisions, driving increased revenue and higher return on investment. More than 2,100 clients use Market Track’s capabilities to determine how competing retailers, products, and brands are being advertised, priced, and promoted both in- store and online. Market Track is based in Chicago, IL and has offices across the world. PAGE | 3 SELECT IDM M&A TRANSACTIONS(1)(2) Eurazeo and Goldman’s acquisition of Dominion Web Services Closed 6/19/17 . Dominion Web Solutions is the leading online classifieds marketplace and software solution provider, bringing buyers and sellers together on a user-friendly platform. Dominion Web Solutions, owned by Landmark Media Enterprises, has achieved significant scale with over 6,700 dealers, ~4 million unique listings and over 7 million average unique monthly visitors across its platforms, which include RV Trader and Cycle Trader among other Trader properties. Ent. Value: $680m EV / Revenue: N/A . The partnership will provide the Company with strategic, operational and financial support for growth, including for potential Revenue: N/A EV / EBITDA: N/A acquisitions in adjacent markets and internationally. PetSmart acquisition of Chewy Closed 5/31/17 . Founded in 2011, Chewy is a leading online retailer of premium pet products that combines the expertise of a local pet store with the convenience of a customer-centric online shopping experience. Chewy (a portfolio company of Volition Capital and Verlinvest) has been one of the fastest growing eCommerce retailers. With 43% market share of the online pet food market (only behind Amazon’s 48%), Chewy provides PetSmart immediate traction in shifting more of its business online and the ability to build on its strong customer reputation. Ent. Value: $3.4b EV / Revenue: N/A Revenue: N/A EV / EBITDA: N/A Harland Clarke’s acquisition of RetailMeNot Closed 5/23/17 . RetailMeNot is a leading online aggregator of digital coupons and offers from retailers, restaurants and brands, both online and in-store. Operating the largest coupon sites in the US and UK, RetailMeNot facilitated $4.4 billion+ in global sales in 2016 with 48% of site traffic coming from mobile. In 2013, Harland Clarke acquired Valassis Communications, a direct mailer company, for $1.31 billion and plans to use Ent. Value: $395m EV / Revenue: 1.3x RetailMeNot as a new digital channel to extend the reach of the coupons and promotions it manages. Revenue: $295m EV / EBITDA: 14.3x Oracle’s pending acquisition of Moat Announced 4/18/17 . Moat is a cloud-based advertising analytics company that provides real-time, multi-platform insights to its clients, helping verify human traffic and measure how consumers interact with online ads. In March 2016, Moat raised $50 million in Series C funding led by Insight Venture Partners to develop a metric that could be used as currency to buy and sell digital ads, challenging traditional ad billing metrics from Google, Nielson, and comScore. Moat will continue as an independent platform in the Oracle Data Cloud, complementing other acquired assets such as Ent. Value: $850m EV / Revenue: N/A Datalogix and Bluekai in helping Oracle build out a more holistic solutions suite. Revenue: N/A EV / EBITDA: N/A OMER’s pending acquisition of Inmar Announced 4/4/17 . Inmar is an eCommerce and data analytics intermediary focused on promotional coupons, returns management, and pharmaceutical services. The Company has steadily grown beyond eCommerce and into