TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015 www.harriswilliams.com Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. www.harriswilliams.com Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015 HARRIS WILLIAMS & CO. OVERVIEW CONTENTS HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM . IDM OVERVIEW . WHAT WE’RE READING KEY FACTS . M&A TRANSACTIONS – 4Q 2015 . IDM M&A ACTIVITY . 25 year history with over 700 . IDM SECTOR OVERVIEWS closed transactions since . IDM PRIVATE PLACEMENTS OVERVIEW inception . IDM PUBLIC COMPARABLES OVERVIEW . Approximately 235 . TECHNOLOGY IPO OVERVIEW professionals across seven . DEBT MARKET OVERVIEW offices in the U.S. and . APPENDIX: PUBLIC COMPARABLES DETAIL Europe TMT CONTACTS . Strategic relationships in India and China HW&Co. Office UNITED STATES Network Office Jeff Bistrong . 10 industry groups Managing Director [email protected] HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS Sam Hendler Managing Director [email protected] INTERNET & DIGITAL MEDIA SOFTWARE / SAAS Mike Wilkins . AdTech and Marketing . eCommerce . Application Software . IT and Tech-Enabled Managing Director [email protected] Solutions . Media, Content, and . Data and Analytics Services . Data & Information Services Gaming . Infrastructure Software . Telecom and Data Center EUROPE Solutions Thierry Monjauze Managing Director [email protected] TMT VERTICAL FOCUS AREAS . Education Technology . Public Sector TO SUBSCRIBE PLEASE EMAIL: . Financial Technology *[email protected] . Energy Technology . Healthcare IT . Supply Chain / Logistics SELECT 2016 AND 2015 HW&CO. TMT TRANSACTIONS Baarsma B2C trades as: has acquired a has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by majority interest in PAGE | 1 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015 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 4Q 2015 Internet & Digital Media Sector Update, which provides Office: 415.217.3411 commentary and analysis on the current IDM M&A environment, market landscapes, and key trends. Mobile: 415.722.4550 [email protected] SECTION CONTENTS AdTech & Marketing Solutions eCommerce • Advertising Networks & Search Portals • Marketplace • Marketing Technology • Travel • eCommerce Enablement • Flash Sales, Promotional, & Coupons • Vertical eCommerce Data & Information Services Media, Content & Gaming • Proprietary Data Networks • Digital Media • Community Based Information Services • Online Content • Social Media • Gaming SELECT HW&CO. INTERNET & DIGITAL MEDIA TRANSACTIONS Baarsma B2C trades as: Leading B2C Provider of Cloud-based Provider of Provider of Provider of eCommerce online information data-driven sampling, data visual effects wine retail community and analytics marketing and collection, and for blockbuster platform in management platform for analytics tools has received a data analytic movies, films Europe has been acquired by solutions. has been acquired by the aviation has been acquired by to the majority solutions for has merged with and has been acquired by industry. automotive investment from consumer and Hollywood industry B2B survey studios research PAGE | 2 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015 WHAT WE’RE READING THE $8.2 BILLION ADTECH FRAUD PROBLEM THAT EVERYONE IS IGNORING (JANUARY 6, 2016) Online advertising fraud now costs advertisers $8.2 billon per year, according to a report released by the Interactive Advertising Bureau in December 2015. Specifically, this fraud includes non-human traffic, malvertising-related activities such as ad-stacking and unauthorized redirects, and content infringement. With nearly half of all internet traffic being non-human activity, the prevalence of impressions as a measure of human views is troubling. Additionally, there is strong evidence of immoral and even illegal activity by website owners, such as stacking ad units, shrinking ad units, and buying artificial bot traffic to boost resulting ad impressions. To combat these growing problems, advertisers can install ad fraud protection, block certain countries with high rates of bot traffic, and most importantly, use outcome-based measurements of human activity, including cost-per-action, to benchmark ad effectiveness. TechCrunch FIVE WAYS ECOMMERCE WILL CHANGE IN 2016 (JANUARY 1, 2016) The world of digital commerce and payment methods advanced significantly over the past year, from mobile wallets to new lending platforms and one-touch payments. While Apple and PayPal have successfully pushed their technologies into brick-and-mortar stores, the industry continues to integrate additional capabilities, bridging the gap between online and offline shopping, and peer-to-peer payments. Meanwhile, Apple, Google, Square, and Facebook are all angling for a piece of the peer-to-peer payments market that is currently dominated by Venmo and PayPal. Additionallly, while 2015 saw the rise of alternative lending platforms that follow a more traditional model, 2016 will likely see startups working to integrate their offerings more deeply into the lives of millennials. VentureBeat EUROPE APPROVES TOUGH NEW DATA PROTECTION RULES (DECEMBER 15, 2015) European officials approved long-awaited data protection regulations, which are the latest effort to give consumers greater input over how their digital information is collected and managed. The changes, expected to go into effect by early 2017, would broadly implement policies that are now enforced only after court rulings or only in specific countries. The tough stance on privacy has often put the European Union at odds with large American tech companies like Google and Facebook, which collect and mine data from social media posts and online search results. The companies have lobbied to either limit the strength of the legislation or to ensure that people have sufficient control over their online data. “Europe’s approach to privacy is much stronger than in the United States,” said Peter Church, a technology lawyer at Linklaters in London. “There’s a fundamental difference in culture when it comes to privacy.” New York Times WELCOME TO WEB TV, CORD-CUTTERS. DON'T FORGET YOUR CREDIT CARD (DECEMBER 14, 2015) 2015 saw the debut of long-awaited virtual TV services that allows consumers to cut the cord without sacrificing live content, but the costs add up. Options including Sling TV from Dish Network and Vue on Sony's PlayStation game console are meant to be the final nudge that disgruntled pay-TV customers need to cut the cord, but the term “cord- cutter” is a misnomer because consumers are still reliant on a broadband connection. Broadband by itself costs Americans $69 per month on average, only $17 less expensive than the average combination plan that includes both TV and broadband. With virtual television services ranging from $20 to $50 per month, consumers are actually paying more for less without considering other online-only services like Netflix, Hulu Plus, and Amazon Instant Video which all carry additional fees. CNET FORGET GOING PUBLIC, U.S. COMPANIES WANT TO GET BOUGHT (NOVEMBER 29, 2015) More companies are shelving plans to pursue IPOs and being sold at the highest rate in three years. While M&A volumes are surging as firms seek to build scale and boost earnings in a sluggish economic environment, investors broadly expect markets to be volatile for a host of reasons, including a potential rate interest increase, above average stock valuations, and worries about terrorism and other geopolitical risks. As a result, many IPO candidates are getting better offers from potential acquirers, including strategic rivals and financial firms, than they could achieve in the public markets. “We are in a low-revenue-growth environment for most companies, and M&A remains one of the best ways for them to grow earnings, especially if they can create synergies and cut costs through mergers,” said Chris Bartel, head of global equity research at Fidelity Investments. Wall Street Journal PAGE | 3 TECHNOLOGY, MEDIA, & TELECOM QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2015 SELECT IDM M&A TRANSACTIONS – 4Q 2015 Closed 12/14/2015 Expedia’s acquisition of HomeAway . HomeAway operates an online vacation rental property marketplace