TECHNOLOGY, MEDIA, & TELECOM

(1)

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.

(2)



IDM OVERVIEW



WHAT WE’RE READING



M&A TRANSACTIONS – 4Q 2015



IDM M&A ACTIVITY



IDM SECTOR OVERVIEWS



IDM PRIVATE PLACEMENTS OVERVIEW



IDM PUBLIC COMPARABLES OVERVIEW



TECHNOLOGY IPO OVERVIEW



DEBT MARKET OVERVIEW



APPENDIX: PUBLIC COMPARABLES DETAIL

TMT CONTACTS

UNITED STATES

Jeff Bistrong

Managing Director

[email protected]

Sam Hendler

Managing Director

[email protected]

Mike Wilkins

Managing Director

[email protected]

EUROPE

Thierry Monjauze

Managing Director

[email protected]

TO SUBSCRIBE PLEASE EMAIL:

*[email protected]

HARRIS

WILLIAMS

& CO. OVERVIEW

HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM



Application Software



Data and Analytics



Infrastructure Software



IT and Tech-Enabled

Services



Telecom and Data Center

Solutions



AdTech and Marketing

Solutions



Data & Information Services



eCommerce



Media, Content, and

Gaming

HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS

SELECT 2016 AND 2015 HW&CO. TMT TRANSACTIONS



Education Technology



Energy Technology



Financial Technology



Healthcare IT



Public Sector



Supply Chain / Logistics

TMT VERTICAL FOCUS AREAS



25 year history with over 700

closed transactions since

inception



Approximately 235

professionals across seven

offices in the U.S. and

Europe



Strategic relationships in

India and China



10 industry groups

KEY FACTS

HW&Co. Office

Network Office

has acquired a majority interest in 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

Baarsma B2C trades as:

SOFTWARE / SAAS

INTERNET & DIGITAL MEDIA

(3)

HARRIS

WILLIAMS

& CO. INTERNET

& DIGITAL

MEDIA

(IDM) OVERVIEW

SECTION CONTENTS

SELECT HW&CO. INTERNET & DIGITAL MEDIA TRANSACTIONS

Harris Williams & Co.’s Technology, Media & Telecom (“TMT”) Group is dedicated to providing

superior merger & acquisition and capital markets advisory services to market leading companies.

We are pleased to issue the

4Q 2015 Internet & Digital Media Sector Update

, which provides

commentary and analysis on the current IDM M&A environment, market landscapes, and key trends.

ABOUT THE SECTOR

• Proprietary Data Networks

• Community Based Information Services

Data & Information Services

• Advertising Networks & Search Portals

• Marketing Technology

AdTech & Marketing Solutions

• Digital Media

• Online Content

• Social Media

• Gaming

Media, Content & Gaming

Primary IDM Contact

Mike Wilkins

Managing Director

575 Market Street, 31

st

_Floor

San Francisco, California 94105

Office: 415.217.3411

Mobile: 415.722.4550

[email protected]

Provider of online community management solutions. has been acquired by Leading B2C

eCommerce wine retail platform in Europe has been acquired by

Cloud-based information and analytics platform for the aviation industry. has been acquired by

Provider of data-driven marketing and analytics tools to the automotive industry has been acquired by

Provider of sampling, data collection, and data analytic solutions for consumer and B2B survey research has received a majority investment from Provider of visual effects for blockbuster movies, films and Hollywood studios has merged with

Baarsma B2C trades as:

• Marketplace

• Travel

• eCommerce Enablement

• Flash Sales, Promotional, & Coupons

• Other Vertically Focused

(4)

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

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

WHAT

WE’RE

READING

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

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

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.

(5)

SELECT

IDM M&A TRANSACTIONS

– 4Q 2015

Endurance International Group’s pending acquisition of Constant Contact



Constant Contact provides online marketing solutions with a focus on direct email marketing campaigns



Constant Contact helps more than 650,000 customers worldwide design and automate email marketing programs through its

all-in-one platform for small organizations



The deal combines two leaders in technology solutions for small business, providing Endurance International Group with an

enhanced suite of online marketing tools and email-based capabilities

Ent. Value: $932m

Revenue: $362m EV / Revenue: 2.6xEV / EBITDA: 20.5x

Announced 10/30/15

Electra Private Equity and Exponent Private Equity’s pending acquisition of Photobox



Photobox provides online digital photo services including printing on a wide variety of products



Photobox allows users to turn digital memories into physical and emotional products, such as prints, photo books, calendars,

diaries, cards, wall arts, and canvas products



The acquisition by Electra and Exponent will allow Photobox to continue investing in building out its personalized products and

gifts offering to achieve accelerated mobile, product, and international expansion

Announced 10/20/15

Ent. Value: $619m

Expedia’s acquisition of HomeAway



HomeAway operates an online vacation rental property marketplace that enables property owners and managers to market

properties for rental to vacation travelers



In tandem with the acquisition, HomeAway revealed it will change its business model by adding a booking fee for consumers



The Expedia-HomeAway combination displaces Booking.com as the world’s largest lodging seller in terms of number of hotels,

vacation rentals, and apartments

Ent. Value: $3.3b

Closed 12/14/2015

Neustar’s acquisition of MarketShare



MarketShare is a leader in analytics and attribution, uniquely connecting strategic CMO decisions to the most tactical of

marketing issues



Utilizing sales, marketing, macroeconomic, and proprietary customer data, MarketShare quantifies the sales impact of

marketing campaigns for leading brands



The acquisition of MarketShare expands Neustar’s leadership in marketing services by creating a comprehensive data-driven

solution enabling CMOs to plan, optimize, and allocate their online and offline marketing budgets

Ent. Value: $450m

Revenue: $57m EV / Revenue: 7.9xEV / EBITDA: NA

Closed 12/9/15

Liberty Interactive’s acquisition of zulily



zulily is an eCommerce company that sells clothing, toys, and home products



zulily has faced headwinds in growing market share in the face of increasing competition from other flash sales sites such as Gilt

and Rue La La and eCommerce giants like Amazon



The deal will help Liberty bolster its online business and attract young shoppers who are more comfortable making purchases

online and on mobile devices

Ent. Value: $2.2b

Revenue: $1.3b EV / Revenue: 1.7xEV / EBITDA: NM

(6)

IDM ACQUISITION

ACTIVITY

– STRATEGIC

ACQUIRERS

MOST ACTIVE STRATEGIC ACQUIRERS OF IDM ASSETS BY VOLUME

GLOBAL STRATEGIC ACQUIRER IDM M&A ACTIVITY BY VOLUME



The ten most active strategic IDM

consolidators combined for 33

acquisitions in 2015. Google

continued to be the most active

IDM acquirer in 2015 with seven

acquisitions, including the purchases

of cloud-based service providers

Nimbuz and BeBop Technologies as

it continues to build out the Google

Cloud Platform.



Yahoo and Twitter were also active

in 2015, completing a combined 18

acquisitions.



Notable transactions include

Polyvore / Yahoo, TellApart / Twitter,

and Youku Tudou / Alibaba.



Global strategic IDM M&A

registered 159 transactions in 3Q, an

18% decrease relative to the prior

quarter and the lowest level since

2Q ’13.



With strategic buyer stock prices

falling from summer highs,

stock-based equity financing for

acquisitions becomes less

straightforward, raising pressure on

technology executives, who are

increasingly seeking acquisitions to

bolster organic growth and

increase the pace of innovation.

148 ₁₄₂ 167 166 180 207 185 188 213 227 195 159 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 3 2 4 6 3 2 ₁ 2 ₁ 7 ₁₆ 7 ₄ 5 2 ₂ 3 3 1 17 9 9 4 6 4 ₄ 3 2 4 7 1 4 2 ₂ 4 ₄ ₂ 3 ₄ 5 1 4 3 2 1 ₁ 1 2015 2014 2013 2012 2011 (Number of Transactions) (Number of Transactions)

(7)

IDM ACQUISITION

ACTIVITY

– PRIVATE

EQUITY

ACQUIRERS

MOST ACTIVE PRIVATE EQUITY BUYERS OF NEW IDM PLATFORMS BY VOLUME

GLOBAL NEW PLATFORM PRIVATE EQUITY IDM M&A ACTIVITY BY VOLUME



Spectrum Equity was the most

active private equity acquirer of

new IDM platforms in 2015, with

seven acquisitions.



Collectively, the top ten most

active private equity IDM acquirers

completed 49 acquisitions in 2015.

Notable transactions include: Vista

Equity Partners’ purchases of

Shopatron and MarketLive, and

HGGC’s investment in Selligent.



After a strong Q2 2015 and

moderate Q3 2015, global private

equity IDM investment activity

increased 26% in Q4 2015, reaching

its third highest quarterly level in

three years.



Private equity investment in the IDM

sector has broadly been driven by

attractive debt market conditions,

large amounts of equity dry

powder, and attractive valuations

in private markets as a result of

robust investor confidence in future

growth.

12 ₁₁ 28 20 17 21 17 17 17 29 19 24 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 5 2 4 5 1 7 8 1 1 2 2 3 1 4 3 2 3 5 5 3 3 1 2 1 2 1 7 5 5 7 3 5 1 3 4 2 4 6 7 2 6 1 3 6 3 ₃ 2015 2014 2013 2012 2011 (Number of Transactions) (Number of Transactions)

(8)

48 45 57 47 51 76 58 65 75 87 58 65 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1.6x 2.8x 2.1x 3.6x 1.7x 2.8x 2.5x 1.6x 1.9x 2.1x 2.3x 3.0x 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15

NOTABLE ADTECH & MARKETING SOLUTIONS M&A TRANSACTIONS

ADTECH

& MARKETING

SOLUTIONS

– M&A MARKET

SUMMARY

ADTECH & MARKETING M&A VOLUME

(GLOBAL)



M&A activity in the AdTech &

Marketing Solutions segment

increased modestly in 4Q

2015, with 65 transactions

registered, in line with the

average level over the last

three years.



Median reported AdTech &

Marketing Solutions revenue

multiples increased to 3.0x, its

highest level since 4Q 2013.



While the AdTech and

Marketing Solutions sector has

been underperforming overall,

buyers continue to pick up

high-quality assets at growing

multiples.



AdTech & Marketing Solutions

valuations remain

conservative, as the value

proposition and differentiation

of many companies’ offerings

are not immediately clear to

investors in a crowded and

fragmented marketplace.



Notable recent transactions

include EIG’s acquisition of

Constant Contact, Neustar’s

purchase of MarketShare, and

the purchase of Millennial

Media by Verizon’s AOL.

MEDIAN M&A REVENUE MULTIPLES

(REPORTED)

DATE

CLOSED ACQUIRER TARGET DESCRIPTION

ENTERPRISE

VALUE(MM) RMEVENUEULTIPLE

MEDIAN

Pending Hunan TV & Broadcast Adwo Inc. Develops and operates a mobile advertising platform. $164 4.8x

Pending Spearhead Integrated Marketing Allyes Information Technology Offers digital marketing and internet advertising services. $74 0.3x

Pending Endurance International Group Constant Contact, Inc. Provides online marketing tools for small businesses, nonprofits, and associations. $932 2.6x

Pending Adobe Systems Digital Analytix Business Provides solutions to help discover, analyze and communicate key business insights. $45 NA

Pending Fyber GmbH Heyzap Inc. Operates a local services marketplace and consumer review site. $45 NA

Pending Metaps Inc. Nextapps Inc. Nextapps Inc. develops mobile advertising platform application. $35 5.2x

Pending Quest Ventures Slyce Inc. Provides imaging technology visual search software to enable eCommerce. $81 NM

12/09/15 NeuStar, Inc. MarketShare Partners LLC Provides marketing analytics solutions. $450 7.9x

12/02/15 American Capital Equity BrandMuscle Inc. Provides web-based local marketing software and services. NA NA

11/30/15 Wingify Software Pvt Ltd Navilytics Develops and installs data analysis tools for Websites and Web application owners. NA NA

11/16/15 Christie Digital Systems USA, Inc. Allure Global Solutions, Inc. Provides digital media and point of sale software solutions. NA NA

11/12/15 Sizmek Inc. PointRoll, Inc. Operates a multi-screen digital advertising technology and services company. $20 NA

11/11/15 New Game Technologies, Inc. adaptiv.io, Inc. Provides a hosted marketing and data automation platform. NA NA

10/26/15 Paciolan Systems, Inc. Ballena Technologies, Inc. Offers tools for sports teams, venue owners/operators, and web ticketing solutions. NA NA

10/22/15 AOL Inc. Millennial Media Inc. Provides mobile advertising solutions to advertisers and developers. $218 0.8x

09/30/15 Constellation Web Solutions, Inc. Market Leader, Inc. Provides online technology and marketing solutions for real estate professionals. NA NA

09/30/15 News Corp Unruly Group Limited Develops a global platform for social video advertising. NA NA

07/31/15 Milestone Partners G5 Search Marketing, Inc. Develops digital marketing solutions for the property management sector. NA NA

$78 3.7x

(9)

NOTABLE DATA AND INFO SERVICES M&A TRANSACTIONS

DATA

& INFORMATION

SERVICES

– M&A MARKET

SUMMARY

DATA AND INFO SERVICES M&A VOLUME

(GLOBAL)



In 4Q 2015, the Data and

Information Services M&A

sector registered 55 reported

transactions, down slightly

compared to the previous

quarter.



Median reported M&A

multiples for Data and

Information Services

transactions increased to their

highest levels since 4Q 2013,

driven by a small number of

high-value transactions

including the purchase of

iProperty by REA Group.



While many data analytics

companies have broad

applicability, the majority of

deals involved companies with

a marketing and customer

acquisition focus.



In one of the largest Data and

Information Services deals in

2015, McGraw Hill Financial

acquired SNL Financial from

New Mountain Capital for $2.2

billion, an estimated 8.7x 2015E

revenue multiple.

MEDIAN M&A REVENUE MULTIPLES

(REPORTED)

DATE

ENTERPRISE

MEDIAN 45 38 60 41 44 66 60 53 57 59 59 55 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 2.7x 3.5x 3.7x 4.5x 4.1x 2.1x 2.3x 1.9x 3.5x 3.1x 4.2x 4.3x 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15

Pending Computer Programs & Systems Healthland, Inc. Provides integrated healthcare information technology solutions healthcare providers. $242 NA

Pending REA Group Limited iProperty Group Limited Develops and operates internet-based real estate property portals. $538 29.1x

Pending Genscape, Inc. Locus Energy, LLC Provides monitoring software and data analytics for generation systems. NA NA

Pending Catena Media Right Casino Media Limited Operates an online casino comparison website. $9 NA

12/28/15 IHS Inc. CARPROOF Corporation Collects, compiles, and provides used vehicle history data and reports. $468 NA

12/04/15 Audi, AG, BMW, Daimler AG HERE Holding Corporation Provides maps and other location content. $3,069 2.9x

11/23/15 LexisNexis Group Inc. Lex Machina, Inc. Operates online database of intellectual-property. NA NA

11/06/15 IBM Cleversafe, Inc. Offers solutions that enable businesses to store, manage, and access data. NA NA

11/04/15 CEB Canada Inc. Wanted Technologies Corporation Provides real-time business intelligence for the talent marketplace. $32 4.2x

10/31/15 The Carlyle Group Novetta Solutions, LLC Provides analytics software and solutions for government and commercial enterprises. NA NA

10/13/15 Simply Measured, Inc. DataRank, Inc. Provides an online dashboard for collecting and analyzing online conversations. NA NA

10/01/15 Autobytel Inc. AutoWeb, Inc. Provides automotive search solutions that connect automotive shoppers and sellers. $28 5.8x

09/25/15 Computer Sciences Corporation Fixnetix Ltd. Provides low latency market data and trading infrastructure connectivity solutions. $113 NA

09/01/15 McGraw Hill Financial, Inc. SNL Financial LC Provides business intelligence services. $2,225 9.9x

08/20/15 Zillow Group, Inc. dotloop, Inc. Operates a collaboration platform where real estate professionals get deals done. $108 NA

08/20/15 Oracle Corporation Maxymiser Inc. Provides online customer experience optimization solutions. NA NA

08/11/15 Intelius Holdings, Inc. Classmates, Inc. Creates and maintains online high school directories, class lists, and year books. $30 0.6x

08/04/15 Construction Software Technologies Construction Market Data Group LLC Provides commercial construction information and market intelligence solutions. NA NA

08/03/15 Advance Communication 1010data, Inc. Provides big data discovery and data sharing solutions for business and technical users. $500 NA

$177 5.0x

(10)

DATE

ENTERPRISE

ECOMMERCE– M&A MARKET

SUMMARY

ECOMMERCE M&A VOLUME

(GLOBAL)

NOTABLE ECOMMERCE M&A TRANSACTIONS



In 4Q 2015, eCommerce M&A

volume tailed off slightly

relative to prior quarters,

registering the lowest number

of transactions since 3Q 2013.



Median reported revenue

multiples declined to 2.7x,

matching its lowest level in the

past three years.



Consolidation continues at the

high end of the market with

traditional participants moving

online (Liberty Interactive /

zulily), and existing leaders

pursuing adjacencies (Expedia

/ HomeAway).

MEDIAN M&A REVENUE MULTIPLES

(REPORTED)



Several recent deals involved

cloud-based eCommerce

enablement platforms,

including the purchases of Oz

DEVELOPMENT, MarketLive,

and Shopatron.



Saks Fifth Avenue’s pending

acquisition of Gilt Groupe

indicates ongoing change in

the highly competitive flash

sales sector.



Strategic acquirers were

particularly active, with many

small bolt-ons in niche markets.

35 33 39 53 51 42 44 51 46 65 54 40 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 7.8x 4.8x 3.4x 5.5x 8.2x 7.4x 5.0x 5.8x 2.7x 4.7x 2.9x 2.7x 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15

Pending CarTrade.com CarWale.com Provides an online platform for car buyers and owners. NA NA

Pending 7Commerce GmbH eTRAVELi Holding AB Owns and operates an online travel agency for flights. $267 3.5x

Pending Saks Fifth Avenue Gilt Provides an online shopping destination for luxury goods. $250 0.4x

Pending Vista Equity Partners MarketLive, Inc. Provides an e-commerce technology platform and services for online retailers. NA NA

Pending Electra Private Equity PhotoBox Limited Provides online digital photo services. $619 1.9x

Pending Vista Equity Partners Shopatron, Inc. Provides cloud-based eCommerce order management solutions. NA NA

12/29/15 All Web Leads, Inc. Insurancequotes, Inc. Operate as online marketplace for purchasing insurance products and services. $165 NA

12/14/15 Expedia Inc. HomeAway, Inc. Operates an online vacation rental property marketplace. $3,348 6.9x

11/25/15 The Descartes Systems Group Inc Oz DEVELOPMENT, Inc. Develops solutions that streamline e-commerce, warehouse, and shipping processes. $30 NA

10/31/15 Pandora Media, Inc. Ticketfly, Inc. Provides a cloud-based integrated social marketing and ticketing platform. $443 6.7x

09/30/15 Liberty Interactive zulily Operates as an online retailer. $2,163 1.7x

09/25/15 Rentrak Corporation SponsorHub, Inc. Operates an online marketplace for the event sponsorship industry. NA NA

09/03/15 The Priceline Group Inc. Analytical Systems Pty Ltd Designs and develops restaurant and functions management solutions. NA NA

09/03/15 Linx Sistemas E Consultoria Ltda. Chaordic Systems S.A. Develops personalization solutions for e-commerce. $15 NA

06/30/15 Genstar Capital, LLC All Web Leads, Inc. Provides online sales lead generation services for the insurance industry. NA NA

$267 2.7x

(Number of Transactions) (Enterprise Value / Revenue)

(11)

50 56 58 65 61 77 68 67 79 85 59 51 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15

NOTABLE MEDIA, CONTENT, & GAMING M&A TRANSACTIONS

MEDIA, CONTENT, & GAMING

– M&A MARKET

SUMMARY

MEDIA, CONTENT, & GAMING M&A VOLUME

(GLOBAL)



After a high water mark in 2Q

2015, Media, Content, &

Gaming M&A volume

decreased in 3Q and 4Q,

reaching the lowest level since

2013.



In 4Q 2015, median reported

M&A revenue multiples

remained elevated as

high-growth social media and

digital content companies

continue to be highly

sought-after acquisition targets.



In 4Q 2015, strategic and

private equity buyers

completed transactions across

a diverse set of verticals

including online dating, social

media, music services, and

gaming.



One of the more notable

Media, Content, & Gaming

transactions is Activision’s $4.8

billion acquisition of King

Digital Entertainment, which

comes not long after King’s

IPO in March 2014.

MEDIAN M&A REVENUE MULTIPLES

(REPORTED)

DATE

ENTERPRISE

MEDIAN 2.7x 4.8x 2.0x 3.8x 2.9x 2.6x 4.7x 2.7x 3.7x 2.5x 4.8x 4.5x 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15

Pending ChoiceTrade, Inc. Beta Music Group, Inc. Provides a multi-channel platform for sports, health, fitness, and entertainment enthusiasts. NA NA

Pending Shenzhen MTC Co., Ltd. Funshion Networks Co., Ltd. Operates a rich media streaming and content delivery internet platform. $242 NA

Pending Activision Blizzard, Inc. King Digital Entertainment plc Produces and distributes digital games on multiple platforms. $4,759 2.3x

Pending Huatai Ruilian; Sequoia Capital Momo Inc. Operates as a mobile-based social networking platform in China. $3,118 47.5x

Pending Jukin Media Inc. People Are Awesome Limited Provides an online platform for uploading and viewing stunt videos. NA NA

Pending New Sports Group Limited Wuxi Xinyou Network Technology Co., Ltd. Develops online games in China. $143 NA

Pending Alibaba Group Youku Tudou Inc. Operates a platform that enables users to share video content. $4,482 4.8x

12/23/15 Pandora Media, Inc. Rdio, Inc. Provides online and offline music services. $75 NA

10/31/15 Axel Springer Business Insider, Inc. Operates a business news website for customers. $390 NA

10/28/15 Match.com Plentyoffish Media Inc. Operates an online dating site for singles and personals. $575 NA

10/18/15 Time Inc. HelloGiggles.com, LLC Operates an online community for women. NA NA

09/02/15 Yahoo! Inc. Polyvore, Inc. Operates an online community that connects brands with influencers. $230 NA

07/28/15 Torstar Corporation VerticalScope Inc. Operates websites, online communities, and forums in various verticals. $351 NA

07/21/15 Penske Media Corporation Gold Derby, Inc. Operates a website that allows users to predict the winners of Hollywood awards. NA NA

06/30/15 Vivendi SA Dailymotion SA Operates an online video portal for members to see, create, and share online videos. $302 4.2x

$351 4.5x

(12)

12/16/2015 eCommerce C $95 $168 Catterton Partners Corporation; General Catalyst Partners; Allen

& Company Inc., Inv estment Arm; T. Rowe Price Associates, Inc. Engages in the online sale of used v ehicles to customers.

12/10/2015

AdTech & Marketing Solutions

C $49 $55 Staley Capital Management LLC; Mercato Partners; Mercato Partners, L.P.; SVB Silicon Valley Bank Inv estment Arm

Prov ides a cloud-based marketing automation software. 12/09/15 Media, Content & Gaming Late

Stage $200 $770 The Walt Disney Co.

Prov ides content across multiple channels cov ering v arious subjects.

11/24/2015 eCommerce B $500 $720 Fidelity Inv estments; Bain Capital Ventures; Alibaba Capital Partners; Google Ventures

Operates a members-only shopping club that prov ides clients with best price on v arious products.

11/23/2015 eCommerce D $100 $200 Accel Partners; Index Ventures; Hummingbird Ventures; DST Global; Greenoaks Capital Partners LLC

Operates an online food deliv ery platform that allows users to order meals from partner restaurants.

11/11/2015

Media, Content &

Gaming

D $105 $163

CRV; Baillie Gifford & Co.; Bertelsmann Digital Media Inv estments Inc.; Google Ventures; Andreessen Horowitz LLC; Driv e Capital, LLC; Emerson Collectiv e, LLC

Offers online courses focusing on artificial intelligence and robotics. 11/06/2015 Media, Content & Gaming Late

Stage $230 $235 Bertelsmann SE & Co. KGaA

Prov ides online educational content solutions to institutions to help put their degree programs online.

10/20/2015

Data & Information

Serv ices

C $81 $119

New Enterprise Associates; Redpoint Ventures; RRE Ventures LLC; Mav erick Capital, Ltd.; The Founders Fund; Google Ventures; Google Ventures, L.P.

Prov ides a cloud-based employer-sponsored health insurance platform for small to midsize employers.

10/15/15

A $10 $21

Sapphire Ventures LLC; Zetta Venture Partners I, L.P.; Zetta Venture Partners; Aspect Ventures; Salesforce Ventures; Salesforce1 Fund; Aspect Ventures, L.P.

Prov ider of mobile marketing analytics and automation for enterprise applications.

10/14/2015 eCommerce Late

Stage $135 $243

BlueRun Ventures; UPS Strategic Enterprise Fund; Thomv est Ventures, Inc.; Scotiabank Priv ate Equity Inv estments

Prov ides online small business loans, selling primarily through eBay, Amazon, Yahoo, Shopify, and Etsy.

09/30/2015

C $75 $146

Battery Ventures; Benchmark Capital; Index Ventures; Bain Capital Ventures; Tenaya Capital; Correlation Ventures; Andreessen Horowitz LLC; Citi Ventures, Inc.

Operates a website optimization platform that prov ides A/B testing, multiv ariate testing, and Website

personalization. 09/23/2015 Data & Information Serv ices D $35 $58

Summerhill Venture Partners; Export Dev elopment Canada; Georgian Partners; Northleaf Capital Partners; Rogers Ventures Partners

Prov ides a content marketing and liv e publishing SaaS platform that helps businesses grow using big data.

SELECT

RECENT

IDM PRIVATE

PLACEMENTS

ROUND INVESTORS (CURRENT ROUND) DESCRIPTION

COMPANY

DATE SECTOR _{SIZE ($M)}ROUND RAISED TOTAL

($M)

(13)

PUBLIC

IDM VALUATION

MULTIPLES BY

SECTOR

EBITDA MULTIPLE ANALYSIS 4Q 2015 VS. 4Q 2014

REVENUE MULTIPLE ANALYSIS 4Q 2015 VS. 4Q 2014

STOCK PERFORMANCE (1- & 3-YEAR)

40.4% ( 13.7%) 13.0% ( 61.6%) 3.1% ( 9.4%) 20.4% 28.4% ( 3.3%) 1.5% ( 13.4%) ( 12.3%) 8.3% 144.7% 42.2% 102.8% ( 36.8%) ( 3.5%) 44.7% 96.0% 105.5% 78.4% 39.4% 73.3% ( 36.2%) 130.5% Bellweathers Marketplace Travel Promotional

Other Vertically Focused

Digital Media Social Media Gaming Data Networks Community Info Search Portals Marketing Tech Local Online

1-Year Performance 3-Year Performance

6.4x 2.0x 4.7x 2.4x 0.9x 2.5x 15.2x 1.8x 2.2x 5.5x 6.2x 4.4x 2.1x 6.4x 3.5x 5.4x 1.3x 0.8x 2.1x 7.7x 2.0x _1.9x 3.7x 6.1x 2.6x 1.9x

Bellweathers Marketplace Travel Promotional Other Vertically

Focused Digital Media Social Media Gaming Data Networks Community Info Search Portals Marketing Tech Local Online

2014

2015

26.8x 27.3x 18.1x 30.3x 23.9x 25.1x N/A 8.6x 21.1x 16.6x 17.7x 40.8x 13.5x 27.6x 21.2x _19.3x 4.1x 17.7x 11.4x 36.8x 15.6x 16.9x 22.7x 20.0x 34.7x 8.9x

Bellweathers Marketplace Travel Promotional Other Vertically

Focused Digital Media Social Media Gaming Data Networks Community Info Search Portals Marketing Tech Local Online

4Q 2014

4Q 2015

(14)

`

KEY

METRICS BY

SECTOR

– COMPARABLE

PUBLIC

IDM COMPANIES

EV / LTM REVENUE MULTIPLE NTM REVENUE GROWTH NTM EBITDA GROWTH LTM EBITDA MARGIN NTM REVENUE GROWTH NTM EBITDA GROWTH LTM EBITDA MARGIN

COMP SET MEDIANS CORRELATION WITH EV / REVENUE MULTIPLE

8.5x

6.1x

5.2x

4.8x

3.8x

2.5x

2.2x

2.1x

2.0x

1.9x

1.3x

0.8x

Social Media

Search Portals

Travel

Bellweathers

Community Info

Marketing Tech

Marketplace

Digital Media

Gaming

Local Online

Data Networks

Promotional

Other Vertically Focused

40%

66%

13%

74%

20%

2%

16%

21%

30%

-

82%

-12%

-

11%

92%

22%

-17%

22%

21%

72%

87%

84%

12%

20%

25%

7%

17%

85%

40%

-

17%

21%

-

-19%

7%

22%

63%

-

69%

12%

-

13%

48%

-

71%

1%

-

26%

59%

45%

59%

-

17%

9%

79%

-

78%

10%

16%

15%

67%

38%

11%

-

4%

11%

51%

-

-4%

-

3%

78%

-

82%

(15)

SUMMARY OF

TECHNOLOGY

IPOS



Overall, 2015 was a down year for

technology IPOs, and technology

companies’ share of U.S. IPOs fell to a

seven-year low.



Over the past year, the majority of

technology IPOs consisted of larger

companies as evidenced by nearly 50% of

technology IPOs receiving $1 billion+

valuations at offering.



Revenue growth remains a core focus for

IPO investors and 39% of technology

companies generated 75%+ LTM revenue

growth leading up to their IPOs.

MARKET CAP AT IPO (LTM)

REVENUE GROWTH (1YR PRIOR TO IPO)

OFFERING SIZE AT IPO (LTM)

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE)

26%

35%

39%

< 25%

25 - 75%

> 75%

10%

23%

45%

$0-50M

$50-500M

$500M-$1B

$1B+

13%

26%

32%

29%

$0 - 50M

$50 - 100M

$100 - 250M

$250M +

All tech IPOs over the last 12 months All tech IPOs over the last 12 months All tech IPOs over the last 12 months 12 9 7 9 6 16 13 13 11 18 7 11 5 15 3 8 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 $0 - 50M $50 - 100M $100 - 250M $250M +

(16)

11/6/13 1/23/14 3/6/14 3/27/14 4/1/14 7/17/14 7/23/14 9/18/14 10/1/14 10/8/14 12/10/14 3/5/15 3/19/15 4/15/15 5/20/15 7/1/15 11/18/15 11/18/15 $26.0 $17.0 $16.0 $14.0 $15.0 $7.0 $11.0 $68.0 $29.0 $25.0 $15.0 $11.5 £2.4 $16.0 $17.0 $26.0 $9.0 $12.0 $1,820.0 $91.0 $168.0 $100.1 $101.6 $43.8 $91.7 $21,767.2 $319.0 $125.0 $870.0 $74.8 £1,386.5 $266.7 $130.9 $192.5 $243.0 $400.0 (11.0%) (57.9%) (57.4%) (57.0%) 9.7% 94.3% 8.7% 19.5% 64.2% 125.2% (26.3%) (85.1%) 88.9% (48.4%) 51.8% (6.9%) 45.4% 12.9% 402.7% 68.0% _49.7% 12.5% 58.1% 151.0% 47.3% 66.5% 100.6% 101.7% 130.6% 61.1% 17.5% 53.9% 145.9% 53.3% 107.0% 23.5% (100.0%) 0.0% 100.0% 200.0% 300.0% 400.0% 500.0%

Circle Size Denotes Revenue ($)

% Rev enu e G row th St oc k Per for m a nce

KEY

PERFORMANCE

METRICS FOR

RECENT

IDM IPOS

IPO DATE OFFERPRICE OFFERINGSIZE($M) OFFER TOCURRENT 98.3% (23.2%) 32.0% (1.2%) 53.0% 33.1% 3.3% (29.7%) (41.6%) 14.7% 14.7% (1.2%) 7.4% 17.5% 9.9% (125.0%) (100.0%) (75.0%) (50.0%) (25.0%) 0.0% 25.0% 50.0% 75.0% 100.0% 125.0% (11.0%) (57.9%) (57.4%) (57.0%) 9.7% 94.3% 8.7% 19.5% 64.2% 125.2% (26.3%) (85.1%) 88.9% (48.4%) 51.8% (6.9%) 45.4% 12.9%

(17)

DEBT

MARKET

OVERVIEW

17.4%

4.7%

4.8%

7.6%

13.2%

23.1%

29.3%

Other

Textile & Apparel

Retail

Manufacturing &

Machinery

Healthcare

Services & Leasing

Technology

LBO LOAN VOLUME BY INDUSTRY

MEDIAN LBO DEBT PERCENTAGES

MIDDLE MARKET LBO LOAN MULTIPLES

MIDDLE MARKET LBO VOLUME BY QUARTER

2015 New-Issue LBO Loan Volume: $5.5 billion Percentage of Total Purchase Price



In 2015, middle market

LBO loan multiples

remained strong and

near all time highs.



After a robust 2Q and

3Q 2015, middle

market LBO loan

volumes and values in

4Q decreased to $410

million, the lowest level

since 2010.



Technology

companies were the

largest recipients of

LBO loans in 2015,

indicating the

continued credit

interest in the software

sector.



Lenders, however,

demanded slightly

higher equity

contributions to

finance LBOs as

evidenced by the

median debt as a

percentage of total

purchase price

declining to 58.0% in

2015.

4.9x 4.8x 4.1x 4.0x 3.4x 3.8x 3.8x 4.3x 4.7x 4.7x 5.6x 4.5x 3.3x 4.2x 4.3x 4.5x 4.8x 5.3x 5.3x 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA

62.6% 63.4% 60.3% 50.0% 56.6% 54.5% 60.0% 66.3% 60.0% 58.0% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 $1.0B $0.6B $0.9B $0.6B $0.7B $1.0B $2.0B $1.2B $1.6B _$1.5B $1.8B $1.2B $1.9B $2.0B $0.4B 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15

Institutional Pro Rata Defined as Issuers with EBITDA of $50 Million or Less Defined as Issuers with EBITDA of $50 Million or Less

(18)

SELECT

HW&CO. TMT TRANSACTIONS

has been acquired by

IT

S

ERVICES

has received a minority equity investment from

E

NERGY

T

ECHNOLOGY

GFI Energy Group

a division of

H

EALTHCARE

T

ECHNOLOGY has received a significant equity investment from

ERP / B

USINESS

M

ANAGEMENT

L

EGAL

T

ECHNOLOGY

ERP / B

USINESS

M

ANAGEMENT

R

EAL

E

STATE

S

OFTWARE

M

ARKETING

A

NALYTICS

H

EALTHCARE

T

ECHNOLOGY

has merged with

D

IGITAL

M

EDIA has received a significant investment from

M

ARKETING

A

NALYTICS

T

ECH

-E

NABLED

S

ERVICES

E

C

OMMERCE

R

ETAIL

HCM

S

OFTWARE

has become a wholly-owned subsidiary of

E

NERGY

T

ECHNOLOGY has received a majority equity investment from

P

UBLIC

S

ECTOR

S

OFTWARE

E

DUCATION

T

ECHNOLOGY

H

EALTHCARE

T

ECHNOLOGY

has received a minority investment from

E

NERGY

T

ECHNOLOGY has received a majority investment from

M

ARKETING

A

NALYTICS

H

EALTHCARE

T

ECHNOLOGY has been recapitalized by

S

UPPLY

C

HAIN

S

OFTWARE

F

INANCIAL

T

ECHNOLOGY

has merged with

S

UPPLY

C

HAIN

S

OFTWARE

has received a minority equity investment from

H

EALTHCARE

T

ECHNOLOGY

I

NFRASTRUCTURE

S

OFTWARE

has acquired

H

EALTHCARE

T

ECHNOLOGY

E

NERGY

T

ECHNOLOGY

H

EALTHCARE

T

ECHNOLOGY

I

NFRASTRUCTURE

S

OFTWARE

E

DUCATION

T

ECHNOLOGY

H

EALTHCARE

T

ECHNOLOGY has received an investment from

A

PPLICATION

S

OFTWARE

H

EALTHCARE

T

ECHNOLOGY has been recapitalized by

S

UPPLY

C

HAIN

S

OFTWARE

D

IGITAL

M

EDIA

ERP / B

USINESS

M

ANAGEMENT

D

ATA

A

NALYTICS

E

NERGY

T

ECHNOLOGY

I

NFRASTRUCTURE

S

OFTWARE

H

EALTHCARE

T

ECHNOLOGY

A

PPLICATION

S

OFTWARE

M

ANAGED

S

ERVICES

has been recapitalized by

N

ON

-P

ROFIT

S

OFTWARE

H

EALTHCARE

T

ECHNOLOGY

N

ON

-P

ROFIT

S

OFTWARE

H

EALTHCARE

T

ECHNOLOGY

F

INANCIAL

T

ECHNOLOGY

I

NFRASTRUCTURE

S

OFTWARE

H

EALTHCARE

(19)

APPENDIX: INTERNET

& DIGITAL

MEDIA

SECTOR

PUBLIC

COMPANY

UNIVERSE

eCommer

ce

M

edia

/

C

onten

t /

Gaming

A

d

Tech

&

M

a

rke

tin

g

So

lu

tion

s

Dat

a

&

Infor

mat

io

n

Se

rv

ices

Marketplace Amazon.com Alibaba Group JD.com eBay Liberty Interactiv e Rakuten 58.com Mercadolibre LendingClub Wayfair Marketplace (cont'd) Shopify Cnov a N.V. Ov erstock.com

Trav el Priceline Ctrip.com Expedia TripAdv isor MakeMyTrip Trav elzoo Flash Sales / Promotional / Coupons Groupon Quotient

Technology RetailMeNot

Other Vertically Focused Cimpress GrubHub Stamps.com Shutterfly Shutterstock Etsy Chegg 1-800-Flowers.com Blue Nile PetMed Express Other Vertically Focused (cont'd) eHealth

Internet Bellweathers Alphabet Amazon.com Facebook Yahoo! Inc.

Digital Media & Online Content Tencent IAC Youku Tudou SINA Corporation Pandora Media Sohu.com WebMD Health XO Group Blucora TechTarget Digital Media & Online Content (cont'd) Townsquare Ev eryday Health Demand Media

Social Media Facebook LinkedIn Twitter Weibo Match Group Momo Spark Gaming Activ ision Blizzard NetEase Electronic Arts Nintendo King Digital Ubisoft Take-Two

Interactiv e Zynga Gree iDreamSky Gaming (cont'd) GameLoft Glu Mobile

Proprietary Data Networks Alliance Data

Systems Acxiom comScore Neustar YouGov Plc

Community Based Information Serv ices CoStar Group Auto Trader Rightmov e Zillow Group Autohome Moneysupermarket Yelp 51job Bankrate Angie's List Community Based Information Serv ices

(cont'd) Monster Worldwide DHI Group Care.com

Adv ertising Networks / Search Portals Alphabet Baidu, Inc. Yahoo Yahoo Japan Nav er Yandex N.V.

Marketing Technology Adobe Criteo SA HubSpot Marketo The Rubicon Project TubeMogul Bazaarv oice QuinStreet Rocket Fuel Local Online Adv ertising GoDaddy Web.com Wix.com Tucows Marchex

(20)

APPENDIX: INTERNET

& DIGITAL

MEDIA

SECTOR

PUBLIC

COMPANY

METRICS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2015E Rev. LTM EBITDA Earnings

MARKETING TECHNOLOGY

ADVERTISING NETWORKS / SEARCH PORTALS

Marketing Technology Advertising Networks / Search Portals Local Online Advertising Internet Bellweathers

LOCAL ONLINE ADVERTISING

Alphabet Inc. GOOGL $466,033 $528,448 97.4% 46.6% 120.0% 12.8% 12.7% 32.5% 6.5x 6.3x 17.8x 32.2x

Baidu, Inc. BIDU 60,751 65,337 80.6% (17.1%) 88.5% 38.6% 31.8% 26.0% 6.6x 5.8x 22.2x 34.1x

Yahoo! Inc. YHOO 26,778 31,409 65.5% (34.2%) 67.1% 6.8% (8.2%) 9.6% 5.4x 6.6x 20.3x NM

Yahoo Japan Corporation TSE:4689 19,632 23,395 NA 13.2% 27.6% 18.1% 40.3% 57.1% 4.9x 4.4x NM 14.7x Nav er Corporation KOSE:A035420 15,439 16,477 NA (14.3%) 79.4% 17.7% 17.5% 29.0% 6.0x 5.8x 20.0x 38.4x

Yandex N.V. YNDX 4,831 5,013 73.6% (12.5%) (27.0%) 17.0% 15.5% 30.7% 6.8x 6.5x 18.1x 22.9x

Median $23,205 $27,402 69.5% (13.4%) 73.3% 17.3% 16.5% 29.8% 6.2x 6.1x 20.0x 32.2x

Adobe Systems Incorporated ADBE $44,776 $46,857 97.4% 29.2% 149.3% 15.6% 19.7% 25.9% 9.3x 9.3x 41.5x NM

Criteo SA CRTO 2,167 2,465 69.1% (2.0%) NA 64.2% 56.2% 8.5% 1.9x 4.2x 27.8x 59.7x

HubSpot, Inc. HUBS 1,816 1,920 93.7% 67.5% NA 56.6% 54.6% NM 11.1x 10.1x NM NM

Marketo, Inc. MKTO 1,137 1,243 80.6% (12.3%) NA 42.8% 39.9% NM 5.9x 5.4x NM NM

The Rubicon Project, Inc. RUBI 650 730 79.9% 1.9% NA 75.9% 97.6% NM 3.3x 2.6x NM NM

TubeMogul, Inc. TUBE 394 477 57.9% (39.7%) NA 58.0% 52.7% NM 2.5x 2.3x NM NM

Bazaarv oice, Inc. BV 300 353 46.6% (45.5%) (53.2%) 9.3% 4.0% NM 1.5x 1.5x NM NM

QuinStreet, Inc. QNST 148 193 62.8% (29.3%) (36.2%) 3.8% 9.5% NM 0.5x 0.5x NM NM

Rocket Fuel Inc. FUEL 151 150 20.7% (78.3%) NA 34.1% 11.8% NM 0.3x 0.3x NM NM

Median $650 $730 69.1% (12.3%) (36.2%) 42.8% 39.9% 17.2% 2.5x 2.6x 34.7x 59.7x

GoDaddy Inc. GDDY $3,083 $2,100 90.7% NA NA 17.6% NA 6.7% 2.0x 1.9x NM NM

Web.com Group, Inc. WWWW 1,448 1,018 NA NA NA (0.2%) (2.2%) 19.3% 2.7x 2.6x 8.9x NM

Wix.com Ltd. WIX 803 903 79.5% 8.3% NA 50.3% 42.7% NM 4.3x 4.0x NM NM

Tucows Inc. TCX 221 226 65.5% 8.7% 266.3% 17.4% 18.0% 11.7% 1.3x 1.3x 15.1x 22.3x

Marchex, Inc. MCHX 55 164 73.1% (15.3%) (5.4%) (18.5%) (19.4%) 4.5% 0.4x 0.4x 3.4x 6.3x

Median $803 $903 73.1% 8.3% 130.5% 17.4% NA 9.2% 2.0x 1.9x 8.9x 14.3x

INTERNET BELLWEATHERS

Alphabet Inc. GOOGL $466,033 $528,448 97.4% 46.6% 120.0% 12.8% 12.7% 32.5% 6.5x 6.3x 17.8x 32.2x

Amazon.com, Inc. AMZN 320,991 316,832 97.0% 117.8% 169.4% 18.0% 20.5% 7.0% 3.2x 3.0x 52.3x NM

Facebook, Inc. FB 280,270 295,978 94.6% 34.1% 293.2% 42.3% 40.0% 41.8% 17.6x 16.1x 34.9x NM

Yahoo! Inc. YHOO 26,778 31,409 65.5% (34.2%) 67.1% 6.8% (8.2%) 9.6% 5.4x 6.6x 20.3x NM

Median $300,630 $306,405 95.8% 40.4% 144.7% 15.4% 16.6% 21.1% 6.0x 6.4x 27.6x 32.2x Marketplace Proprietary Data Networks Community Based Info Services Travel Flash Sales / Promotional / Coupons Other Vertically Focused

Digital Media & Online Content

Social Media

(21)

APPENDIX: INTERNET

& DIGITAL

MEDIA

SECTOR

PUBLIC

COMPANY

METRICS

PROPRIETARY DATA NETWORKS

COMMUNITY BASED INFORMATION SERVICES

Alliance Data Systems Corporation ADS $31,463 $16,909 88.6% (3.3%) 91.1% 24.6% 22.4% 26.0% 9.7x 4.8x 19.8x 34.5x

Acxiom Corporation ACXM 1,657 1,629 89.3% 3.2% 19.8% 11.3% (18.8%) 15.2% 1.6x 1.9x 8.0x NM

comScore, Inc. SCOR 1,493 1,604 63.3% (11.4%) 198.6% 14.5% 12.7% 6.4% 4.1x 4.0x 20.4x NM

NeuStar, Inc. NSR 1,710 1,284 73.4% (13.8%) (42.8%) 7.7% 8.5% 39.9% 1.7x 1.6x 3.8x 6.8x

YouGov plc AIM:YOU 209 224 93.3% 9.7% 78.4% 13.0% 9.6% 8.6% 1.9x 1.8x 16.9x 44.1x

Median $1,657 $1,604 88.6% (3.3%) 78.4% 13.0% 9.6% 15.2% 1.9x 1.9x 16.9x 34.5x

CoStar Group Inc. CSGP $6,710 $6,715 92.5% 12.6% 131.3% 26.0% 23.5% 11.7% 9.9x 9.4x 36.0x NM

Auto Trader Group plc Auto 7,217 6,555 97.6% NA NA NA 8.4% 56.6% 19.0x 18.6x NM NM

Rightmov e plc LSE:RMV 5,751 5,768 98.7% 73.6% 160.6% 17.4% 13.1% 72.7% 22.4x 21.2x 33.4x 35.6x

Zillow Group, Inc. ZG 4,303 4,610 58.6% (26.2%) 181.5% 94.5% 100.5% NM 7.6x 6.6x NM NM

Autohome Inc. ATHM 3,335 3,886 61.7% (4.0%) NA 75.4% 52.5% 38.7% 7.0x 6.3x 23.4x 26.0x

Moneysupermarket.com Group PLC LSE:MONY 2,929 2,963 98.7% 48.5% 112.1% 14.4% 12.5% 37.5% 7.6x 7.4x 22.0x 30.4x

Yelp Inc. YELP 1,798 2,167 49.9% (47.4%) 52.8% 49.5% 45.2% 3.2% 3.6x 3.3x 25.6x NM

51job Inc. JOBS 1,159 1,731 77.3% (17.8%) 26.0% 11.3% 9.9% 30.1% 3.9x 3.7x 12.4x 19.7x

Bankrate, Inc. RATE 1,475 1,322 84.2% 7.0% 6.8% 4.1% NA 20.4% 2.7x 2.7x 10.3x NM

Angie's List, Inc. ANGI 548 547 83.1% 50.1% (22.0%) 12.7% 9.7% 5.9% 1.6x 1.6x 437.2x 48.1x

Monster Worldwide, Inc. MWW 680 523 69.6% 24.0% 2.0% (2.9%) (11.2%) 13.1% 0.9x 1.0x 6.9x NM

DHI Group, Inc. DHX 551 483 87.5% (8.4%) (0.1%) 3.6% (2.8%) 25.4% 2.1x 2.2x 6.5x 20.3x

Care.com, Inc. CRCM 171 230 84.2% (13.5%) NA 35.5% 27.1% NM 1.2x 1.2x NM NM

Median $1,798 $2,167 84.2% 1.5% 39.4% 14.4% 12.5% 25.4% 3.9x 3.7x 22.7x 28.2x

MARKETPLACE

Amazon.com, Inc. AMZN $320,991 $316,832 97.0% 117.8% 169.4% 18.0% 20.5% 7.0% 3.2x 3.0x 52.3x NM

Alibaba Group Holding Limited BABA 200,839 204,185 77.2% (21.8%) NA 35.7% 24.4% 33.2% 15.4x 13.7x 32.6x 20.8x

JD.com, Inc. JD 41,294 44,139 84.9% 39.4% NA 60.7% 53.6% NM 1.7x 1.5x NM NM

eBay Inc. EBAY 35,132 32,994 41.2% (51.0%) (46.1%) 61.0% (52.0%) 27.6% 2.0x 4.1x 6.2x 14.5x

Liberty Interactiv e Corporation QVCA 21,944 17,445 86.4% (7.1%) 38.8% (5.5%) (8.8%) 17.7% 2.2x 2.4x 11.4x 20.9x

Rakuten, Inc. TSE:4755 17,657 16,624 NA (16.9%) 49.8% 20.2% 18.6% 22.4% 3.0x 2.9x 15.6x 28.1x

58.com Inc. WUBA 9,125 9,324 78.8% 58.7% NA 134.6% 166.8% NM 16.9x 12.9x NM NM

Mercadolibre, Inc. MELI 5,005 5,049 74.5% (10.4%) 45.6% 19.4% 15.4% 29.8% 7.9x 7.8x 26.8x 50.0x

LendingClub Corporation LC 7,692 4,175 42.9% (56.3%) NA 105.4% 100.1% NM 21.5x 18.2x 381.0x NM

Wayfair Inc. W 3,681 4,006 83.8% 139.9% NA 59.1% 65.7% NM 1.9x 1.7x NM NM

Shopify Inc. SHOP 1,784 1,971 61.2% NA NA NA NA NM 10.5x 9.1x NM NM

Cnov a N.V. CNV 1,158 1,064 28.0% (69.5%) NA 10.6% 2.6% NM 0.3x 0.3x NM NM

Ov erstock.com Inc. OSTK 228 310 47.4% (49.4%) (14.2%) 15.7% NA 1.2% 0.1x NM 6.5x NM

Median $9,125 $9,324 74.5% (13.7%) 42.2% 20.2% 18.6% 22.4% 3.0x 3.5x 21.2x 20.9x Marketing Technology Advertising Networks / Search Portals Local Online Advertising Internet Bellweathers Marketplace Proprietary Data Networks Community Based Info Services Travel Flash Sales / Promotional / Coupons Other Vertically Focused

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APPENDIX: INTERNET

& DIGITAL

MEDIA

SECTOR

PUBLIC

COMPANY

METRICS

TRAVEL

FLASH SALES / PROMOTIONAL / COUPONS

The Priceline Group Inc. PCLN $65,863 $63,472 86.3% 11.8% 105.5% 11.3% 8.9% 37.9% 7.3x 7.2x 19.3x 25.4x Ctrip.com International Ltd. CTRP 21,261 20,074 80.8% 103.6% 308.9% 44.6% 43.0% 2.0% 14.4x 12.5x NM 57.8x

Expedia Inc. EXPE 20,295 18,678 88.5% 45.6% 102.3% 13.9% 15.6% 11.1% 3.2x 3.0x 19.4x 22.2x

TripAdv isor Inc. TRIP 11,894 12,292 90.7% 14.2% 103.4% 25.6% 19.0% 24.9% 8.1x 8.0x 25.8x 53.2x

MakeMyTrip Limited MMYT 614 720 60.9% (34.0%) 37.9% 5.0% 4.4% NM 2.1x 3.6x NM NM

Trav elzoo Inc. TZOO 94 123 58.6% (33.7%) (55.9%) (15.1%) (2.7%) 7.7% 0.7x 0.7x 5.2x 9.0x

Median $16,095 $15,485 83.6% 13.0% 102.8% 12.6% 12.3% 11.1% 5.2x 5.4x 19.3x 25.4x

Groupon, Inc. GRPN $1,179 $1,886 36.7% (62.8%) (36.8%) 10.5% (4.5%) 2.7% 0.4x 0.4x 4.6x 24.8x

Quotient Technology Inc. QUOT 420 610 34.1% (61.6%) NA 6.3% 2.6% NM 1.8x 1.8x NM NM

RetailMeNot, Inc. SALE 324 520 45.8% (32.1%) NA (0.9%) (8.7%) 19.8% 1.3x 1.3x 3.5x 30.9x

Median $420 $610 36.7% (61.6%) (36.8%) 6.3% (4.5%) 11.2% 1.3x 1.3x 4.1x 27.8x

OTHER VERTICALLY FOCUSED

Cimpress N.V. CMPR $3,324 $2,548 85.8% 8.4% 146.9% 15.6% 11.6% 13.0% 2.2x 2.1x 16.0x 32.4x

GrubHub Inc. GRUB 1,760 2,055 50.5% (33.4%) NA 46.0% 42.3% 25.9% 5.3x 4.9x 23.5x 54.7x

Stamps.com Inc. STMP 1,722 1,820 95.9% 128.4% 335.0% 34.9% 37.9% 25.3% 9.3x 8.5x 39.9x NM

Shutterfly, Inc. SFLY 1,815 1,566 90.8% 6.9% 49.2% 17.2% 14.6% 9.3% 1.8x 1.7x 10.8x NM

Shutterstock, Inc. SSTK 885 1,167 43.5% (53.2%) 24.4% 31.4% 30.0% 12.4% 2.2x 2.1x 13.5x 59.2x

Etsy, Inc. ETSY 650 926 23.1% NA NA 45.4% NA 2.4% 2.6x 2.4x NM NM

Chegg, Inc. CHGG 491 593 76.0% (2.6%) NA 6.8% 0.1% 6.5% 1.5x 1.6x NM NM

1-800-Flowers.com Inc. FLWS 728 472 54.1% (11.7%) 98.4% 51.4% 6.0% 6.0% 0.6x 0.6x 6.8x 23.5x

Blue Nile Inc. NILE 395 428 95.2% 3.1% (3.5%) 5.5% 4.3% 3.5% 0.8x 0.8x 17.7x 41.5x

PetMed Express, Inc. PETS 288 345 93.1% 19.3% 54.4% (0.5%) (0.8%) 14.2% 1.3x 1.3x 10.0x 17.3x

eHealth, Inc. EHTH 119 181 39.4% (60.0%) (63.7%) (2.4%) 0.8% 2.7% 0.7x 0.7x 50.3x NM

Median $728 $926 76.0% 0.3% 51.8% 17.2% 6.0% 9.3% 1.8x 1.7x 16.0x 37.0x Marketing Technology Advertising Networks / Search Portals Local Online Advertising Internet Bellweathers Marketplace Proprietary Data Networks Community Based Info Services Travel Flash Sales / Promotional / Coupons Other Vertically Focused

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APPENDIX: INTERNET

& DIGITAL

MEDIA

SECTOR

PUBLIC

COMPANY

METRICS

DIGITAL MEDIA & ONLINE CONTENT

SOCIAL MEDIA

Tencent Holdings Limited SEHK:700 $180,833 $183,169 89.2% 35.6% 206.2% 24.7% 27.1% 41.5% 12.7x 11.9x 35.4x 42.3x

IAC IACI 5,536 5,331 70.9% (1.2%) 27.1% 7.0% 4.5% 12.8% 1.7x 1.7x 10.4x 24.1x

Youku Tudou Inc. YOKU 4,397 5,315 86.1% 52.3% 48.7% 51.6% 54.8% 7.6% 4.9x 4.4x NM NM

SINA Corporation SINA 2,659 3,436 80.7% 32.1% (1.6%) 10.8% 13.1% 4.7% 3.2x 3.1x NM 48.5x

Pandora Media, Inc. P 2,498 2,862 59.3% (24.8%) 46.1% 26.0% 28.1% NM 2.3x 2.2x NM NM

Sohu.com Inc. SOHU 1,670 2,210 79.7% 7.5% 20.8% 23.2% 15.1% 18.6% 0.9x 0.9x NM NM

WebMD Health Corp. WBMD 1,972 1,781 96.8% 22.1% 236.8% 7.6% 9.3% 21.2% 3.2x 3.1x 12.6x 33.7x

XO Group Inc. XOXO 335 422 87.4% (11.8%) 72.7% 1.0% (2.8%) 13.0% 2.4x 2.4x 17.0x NM

Blucora, Inc. BCOR 327 402 58.8% (29.2%) (37.6%) (23.9%) (19.7%) 13.3% 0.7x 0.7x 3.3x NM

TechTarget, Inc. TTGT 239 259 63.6% (29.4%) 44.7% 13.9% 6.2% 15.0% 2.1x 2.1x 12.3x 37.5x

Townsquare Media, Inc. TSQ 785 214 83.3% (9.4%) NA 18.5% 12.4% 22.9% 1.9x 1.8x 8.0x 8.3x

Ev eryday Health, Inc. EVDY 272 195 40.3% (59.2%) NA 22.4% 23.7% 9.3% 1.3x 1.2x 8.2x NM

Demand Media, Inc. DMD 72 110 79.8% (10.1%) (88.2%) (25.6%) (28.4%) NM 0.5x 0.6x NM NM

Median $1,670 $1,781 79.8% (9.4%) 44.7% 13.9% 12.4% 13.3% 2.1x 2.1x 11.4x 35.6x

Facebook, Inc. FB $280,270 $295,978 94.6% 34.1% 293.2% 42.3% 40.0% 41.8% 17.6x 16.1x 34.9x NM

LinkedIn Corporation LNKD $27,557 $29,505 81.5% (2.0%) 96.0% 37.1% 34.6% 8.3% 9.9x 9.2x 48.0x NM

Twitter, Inc. TWTR 13,916 15,803 43.3% (35.5%) NA 70.3% 58.0% NM 7.0x 6.3x NM NM

Weibo Corporation WB 3,684 4,030 94.2% 36.9% NA 44.5% 42.9% 9.5% 10.1x 7.7x NM NM

Match Group, Inc. MTCH 3,274 3,364 84.8% NA NA NA NA 26.3% 3.3x 3.2x NM 25.3x

Momo Inc. MOMO 2,122 2,567 80.5% 33.5% NA NA 245.9% 4.2% 18.8x 13.7x NM NM

Spark Networks, Inc. LOV 84 99 75.5% 7.2% (50.6%) (20.0%) (19.6%) 17.4% 1.6x 1.7x 36.8x 26.9x

Median $3,684 $4,030 81.5% 20.4% 96.0% 39.7% 40.0% 13.5% 9.9x 7.7x 36.8x 26.1x

GAMING

Activ ision Blizzard, Inc. ATVI $27,863 $28,304 96.9% 92.1% 264.5% 12.3% (2.2%) 32.8% 5.7x 5.9x 16.9x 25.9x

NetEase, Inc. ntes 20,251 23,692 97.2% 82.8% 326.1% 72.1% 84.7% 34.3% 7.3x 5.8x 24.9x 25.8x

Electronic Arts Inc. EA 19,206 21,359 89.3% 46.2% 373.3% 4.7% 5.5% 26.3% 4.4x 4.2x 15.9x 25.5x

Nintendo Co. Ltd. tse:7974 9,428 16,745 NA 32.5% 32.9% 6.6% 1.9% 7.5% 1.9x 1.9x NM 51.4x

King Digital Entertainment plc KING 4,657 5,577 99.3% 16.4% NA (9.2%) (11.4%) 34.5% 2.2x 2.3x 5.2x 9.8x

Ubisoft Entertainment SA ENXTPA:UBI 3,366 3,191 94.5% 57.8% 178.1% (0.9%) 1.0% NM 2.6x 3.0x NM NM

Take-Two Interactiv e Software Inc. TTWO 2,371 2,948 94.2% 24.3% 216.4% (37.1%) (14.5%) NM 1.6x 1.5x NM NM

Zynga, Inc. ZNGA 1,431 2,500 85.8% 0.8% 13.6% 14.4% 6.9% NM 1.9x 1.9x NM NM

Gree, Inc. TSE:3632 520 1,121 NA (20.7%) (69.0%) (25.4%) (19.3%) 26.3% 0.7x 0.8x 1.9x NM

iDreamSky Technology Limited DSKY 521 620 76.1% (21.6%) NA NA 64.4% 1.3% 2.5x 2.0x 15.4x 30.5x

GameLoft S.E. ENXTPA:GFT 522 560 92.5% 62.8% (5.8%) 3.5% 14.7% 2.9% 2.0x 1.8x 37.5x NM

Glu Mobile, Inc. GLUU 137 319 34.6% (37.7%) 6.6% 41.4% (2.7%) 5.3% 0.5x 0.6x 5.2x NM

Median $2,869 $3,070 90.9% 28.4% 105.5% 4.1% 1.4% 26.3% 2.1x 2.0x 15.6x 25.8x Marketing Technology Advertising Networks / Search Portals Local Online Advertising Internet Bellweathers Marketplace Proprietary Data Networks Community Based Info Services Travel Flash Sales / Promotional / Coupons Other Vertically Focused

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