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TECHNOLOGY, MEDIA, & TELECOM

Insert Footnote here

QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2016


PAGE |

CONTENTS

IDM OVERVIEW

SELECT M&A TRANSACTIONS – 4Q 2016

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 BistrongManaging [email protected]

Sam HendlerManaging [email protected]

Mike WilkinsManaging [email protected]

EUROPE

Thierry MonjauzeManaging [email protected]

TO SUBSCRIBE PLEASE EMAIL:*[email protected]

HARRIS WILLIAMS & CO. OVERVIEW

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

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

SELECT 2016 AND 2015 HW&CO. TMT TRANSACTIONS

1

HW&Co. OfficeNetwork Office

SOFTWARE / SAAS

Enterprise Software

Data and Analytics

Infrastructure andSecurity Software

IT and Tech-enabledServices

Data Center andManaged Services

INTERNET & DIGITAL MEDIA

AdTech and Marketing Solutions

Data and InformationServices

eCommerce

Media, Content, andGaming

Education

Energy, Power, andInfrastructure

Fintech

Healthcare IT

Public Sector and Non-Profit

Supply Chain, Transportation,and Logistics

TMT VERTICAL FOCUS AREAS

Manufacturing

Professional Services

Approximately 250 professionals across eight offices in the U.S. and Europe

Strategic relationships in India and China

10 industry groups

KEY FACTS

has been acquired by has been acquired by

Baarsma B2C trades as:

has been acquired byhas been acquired by has been acquired byhas acquiredhas been recapitalized by

has received a majority investment

from

majority investment from

has been acquired byhas been acquired by

has been acquired by

A portfolio company

of

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mailto:[email protected]




mailto:*[email protected]

http://www.leisurepassgroup.com/



PAGE |

Provider of

online

community

management

solutionshas been acquired by

Leading B2C

eCommerce

wine retail

platform in

Europehas been acquired by

Baarsma B2C trades as:Leading

inbound

demand

generation

and sales

conversion

platform


Provider of B2B

news,

information,

data, software

and custom

content

solutions for

the travel

industry


HARRIS WILLIAMS & CO. INTERNET & DIGITAL MEDIA (IDM) OVERVIEW

2

SECTION CONTENTS

SELECT HW&CO. INTERNET & DIGITAL MEDIA TRANSACTIONS

Harris Williams & Co.’s Technology, Media & Telecom (“TMT”) Group is dedicated to providingsuperior merger & acquisition and capital markets advisory services to market leading companies.We are pleased to issue the 4Q 2016 Internet & Digital Media Sector Update, which providescommentary and analysis on the current IDM M&A environment and market trends.

ABOUT THE SECTORPrimary IDM Contact

Mike WilkinsManaging Director575 Market Street, 31st FloorSan Francisco, California 94105Office: 415.217.3411Mobile: [email protected]

• Proprietary Data Networks

• Community Based Information Services

Data and Information Services

• Advertising Networks and Search Portals

• Marketing Technology

AdTech and Marketing Solutions

• Digital Media

• Online Content

• Social Media

• Gaming

Media, Content, and Gaming

• Marketplace

• Travel

• eCommerce Enablement

• Flash Sales, Promotional, and Coupons

• Vertical eCommerce

eCommerce

Leading city

attraction pass

provider

across Europe

and North

Americahas been acquired by

Provider of

member

engagement

software

solutions to

non-profits,

and other

organizationshas been acquired by

A portfolio company

of






PAGE |

SELECT IDM M&A TRANSACTIONS

3

FanDuel’s pending acquisition of DraftKings

DraftKings is a daily fantasy sports contest provider for five major American sports (MLB, the NHL, the NFL, the NBA and the PGA),Premier League and UEFA Champions League soccer, NASCAR auto racing, Canadian Football League, Mixed Martial Arts(MMA), as well as American college football and college basketball.

The Company has been gaining market share from its key competitor, FanDuel, since it was established in 2012.

The acquisition of DraftKings will give FanDuel access to sports that it currently does not offer, in addition to increasing marketshare for their existing offerings.Ent. Value: N/A

Revenue: N/A

EV / Revenue: N/A

EV / EBITDA: N/A

Announced 11/18/16

Groupon’s pending acquisition of LivingSocial

LivingSocial is a developer of social eCommerce services and social networking tools.

The Company, through its platform, brings local buyers and sellers together where users can search for discounted deals forproducts and services based on geographic location. It is also developing a rewards-style program that incentivizes users withcash-back on their purchases. In recent years, the Company has seen a significant reduction in revenue and users.

The acquisition will help to expand Groupon's customer base in target markets as it continues its strategy to reduce the numberof countries in which it operates in order to increase profitability.Ent. Value: N/A

Revenue: N/A

EV / Revenue: N/A

EV / EBITDA: N/A

Announced 10/26/16

Adobe’s Acquisition of TubeMogul

TubeMogul is a programmatic software platform that leverages real-time bidding technology to enable brands and agenciesto plan, buy, measure and optimize their global advertising.

The Company, which was founded in 2006, went public on the NASDAQ in 2014. Leading up to the acquisition, its shares hadbeen struggling. Down from their $22 peak in December 2014, they were trading at less than $8 the week of the acquisition.

The acquisition of TubeMogul strengthens Adobe’s leadership in digital marketing and ad-tech. The investment will enableAdobe’s customers to maximize their video advertising investments across desktop, mobile, streaming devices and TV.Ent. Value: $492m

Revenue: $212m

EV / Revenue: 2.3x

EV / EBITDA: NM

Closed 12/19/16

Nielsen’s pending acquisition of Tribune Media’s Gracenote digital and data business operations

Gracenote is a large provider of television metadata, data that is used to help TV viewers figure out what programs they arewatching when they use digital TV guides at home.

Gracenote supplies reference information for more than 12 million movies and TV episodes, as well as, 200 million music tracks,to customers including Apple, Comcast, DirecTV, Sony, Amazon, Ford, Toyota, BMW and Tesla.

The acquisition will sit in Nielsen’s Watch division. Management has stated the acquisition will “increase its ability to measureand understand consumer behavior”.Ent. Value: $560m

Revenue: N/A

EV / Revenue: N/A

EV / EBITDA: N/A

Announced 12/19/16

Bain Capital’s and Bow Street’s pending acquisition of Blue Nile

Blue Nile is an online specialty retailer of fine jewelry.

The Company offers an industry disrupting way to buy engagement rings, wedding rings, and fine jewelry by providing in-deptheducational materials and unique online tools to customers. Since inception in 1999, Blue Nile has grown to become the largestonline retailer of diamonds.

Under the ownership of Bain Capital and Bow Street Blue Nile will continue its innovative drive that has disrupted the diamondindustry and made it the smartest, easiest, and most pressure-free way for consumers to buy a diamond.Ent. Value: $438m

Revenue: $472m

EV / Revenue: 0.9x

EV / EBITDA: 23.3x

Announced 11/7/16



PAGE |

IDM ACQUISITION ACTIVITY – STRATEGIC ACQUIRERS

MOST ACTIVE STRATEGIC ACQUIRERS OF IDM ASSETS BY VOLUME

GLOBAL STRATEGIC ACQUIRER IDM M&A ACTIVITY BY VOLUME

4

(Number of Transactions)


The ten most active strategic IDM buyersover the past several years havecompleted a combined 38 acquisitions in2016.

Yahoo, alone among the group, has notcompleted an acquisition in 2016,attributable to the pending $4.8b Verizonacquisition.

Google continues to lead the pack with14 acquisitions in 2016, including thepurchase of FameBit, a provider of onlineservices for influencer marketing.

4Q 2016 saw a slight reduction in activityover the prior quarter with strategic M&A activity decreasing from 141 in 3Q 2016to 136 in 4Q 2016.

4Q 2016 activity represents a 3.5%decrease from 3Q 2016, activity is alsosignificantly down (17.1%) from the sameperiod last year.

For the year the total of 589 deals is adecrease of 26.3% over 2015 levels.

Buyers across each vertical havecontinued to gravitate toward assets that enhance existing offerings / infrastructure by providing richer data sets, stronger analytics, broader reach, and a more expansive solutions portfolio.

3 4 2 36 4

1 2 1

5 4

12

33

1

7 7 16

5

4

2

23

3

17

9

9

64

1

43

24

7

41

2 2

34 2

3 4

14

3

7 6

2 2 21 1

2016

2015

2014

2013

2012

2011

148 142167 166

180206

185 189215

228

195

164

193

119141 136

Q1 - 13 Q2 - 13 Q3 - 13 Q4 - 13 Q1 - 14 Q2 - 14 Q3 - 14 Q4 - 14 Q1 - 15 Q2 - 15 Q3 - 15 Q4 - 15 Q1 - 16 Q2 - 16 Q3 - 16 Q4 - 16



PAGE |

IDM ACQUISITION ACTIVITY – PRIVATE EQUITY INVESTORS

MOST ACTIVE PRIVATE EQUITY INVESTORS OF NEW IDM PLATFORMS BY VOLUME

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

5



Vista Equity Partners has continuedto be a prolific and active privateequity acquirer of new IDMplatforms, with three additional IDMacquisitions in 4Q 2016 to total 11for the year.

Collectively, the 10 most activeprivate equity acquirers of IDMassets executed 35 platformacquisitions in 2016 a 14.6%reduction over 2015 levels.

Of note in 4Q 2016, Vista EquityPartners completed their acquisitionof Cvent for $1.6b. Cvent is aleading provider of online eventplanning service through itsplatform and mobile offerings.

Private equity investment in new IDMin 4Q 2016 has continued toincrease, registering 14 platformtransactions. However, activity isdown 41.2% and 17.6% over thesame periods in 2015 and 2014,respectively.

Deal volume is likely depressed asinvestors wait to see the outcome ofthe first 100 days of the Trumpadministration, and macroeconomicuncertainty surrounding Britain’s exitfrom the European Union. However,PE and VC activity are expected topick-up through 2017.

25

74

1

5

1

8

1 1

2

3

3

4

1

2 2 2

55

33

1

2

1 2

5

7 5

5 3

7

3

1

44

6

4

17

6

2

6

3

33

11

3

7 0 6

24 2

2016

2015

2014

2013

2012

2011

12 11

28

2017

21

17 17 17

29

19

24

19

9 10

14

Q1 - 13 Q2 - 13 Q3 - 13 Q4 - 13 Q1 - 14 Q2 - 14 Q3 - 14 Q4 - 14 Q1 - 15 Q2 - 15 Q3 - 15 Q4 - 15 Q1 - 16 Q2 - 16 Q3 - 16 Q4 - 16



PAGE |

NOTABLE ADTECH AND MARKETING SOLUTIONS M&A TRANSACTIONS

ADTECH AND MARKETING SOLUTIONS – M&A MARKET SUMMARY

ADTECH AND MARKETING M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

6

(Number of Transactions) (Enterprise Value / Revenue) AdTech and Marketing

Solutions M&A deal volume had a small uptick in Q4 2016. However, 2016 activity is 47.6% and 39.6% down on 2015 and 2014 respectively.

Strategic acquirers continue tolead the market, comprising allbut one of the AdTech andMarketing Solutions deals forthe quarter.

Despite the increase in dealvolume, median transactionmultiples have decreased forthe first time since 1Q 2016.

AdTech & Marketing Solutionsvaluations have continued toremain very conservative, withsome larger transactionscommanding higher multiplesindicating investors are willingto pay a premium for primeassets.

One notable recenttransaction is Applovin’spending acquisition by Orient Hontai Capital for $1.4b.

DATE

CLOSED ACQUIRER DESCRIPTION

ENTERPRISE

VALUE (MM)TARGET

REVENUE

MULTIPLE

MEDIAN

1.6x

2.8x

2.1x

3.6x

1.7x

2.8x

2.5x

1.6x

2.2x

1.9x

2.3x

3.0x

1.6x

2.2x

2.6x

2.0x

1Q

'13

2Q

'13

3Q

'13

4Q

'13

1Q

'14

2Q

'14

3Q

'14

4Q

'14

1Q

'15

2Q

'15

3Q

'15

4Q

'15

1Q

'16

2Q

'16

3Q

'16

4Q

'16

48 45

57

47 51

76

58

65

76

87

57

68

42

36 35 38

1Q

'13

2Q

'13

3Q

'13

4Q

'13

1Q

'14

2Q

'14

3Q

'14

4Q

'14

1Q

'15

2Q

'15

3Q

'15

4Q

'15

1Q

'16

2Q

'16

3Q

'16

4Q

'16

Pending Tongding Interconnection Suzhou Raiyi Information Develops mobile internet product marketing solutions. $87 NA

Pending H.I.G. Capital Lionbridge Technologies, Inc. Provides global content management and online marketing solutions. $430 0.8x

Pending Web.com Donweb.com Provides web hosting, cloud servers, and email marketing to small and medium-sized businesses. NA NA

Pending Orient Hontai Capital AppLovin Corp. Operates a mobile marketing platform. $1,400 6.0x

Pending Rock Holdings, Inc. Core Digital Media, Inc. Provides online marketing and customer acquisition services. NA NA

01/03/17 Platinum Equity LLC Cox Target Media, Inc. Provides direct marketing services. NA NA

12/20/16 Advent International Ansira Partners, Inc. Operates as a marketing agency in integrated real-time customer engagement. NA NA

12/19/16 Adobe Systems, Inc. TubeMogul, Inc. Provides digital branding enterprise software services. $492 2.3x

12/08/16 LiveRamp, Inc. Circulate.com, Inc. Operates mobile advertising platform and provides advertising support services. NA NA

12/05/16 Ziff Davis LLC Everyday Health, Inc. Provides a digital marketing and communications platform for healthcare companies. $447 1.8x

11/29/16 SintecMedia Ltd. Operative Media, Inc. Develops products and services for online advertising operations. $200 NA

11/16/16 Verint Systems, Inc. OpinionLab, Inc. Provides automated web feedback systems. $84 4.2x

11/09/16 Criteo Corp. HookLogic, Inc. Provides targetted digital advertising solutions. $250 2.2x

10/18/16 AutoAlert, Inc. The Ready Group Provides strategic marketing solutions to automotive retailers and distributors. NA NA

10/12/16 Streetsense Delucchi Plus LLC Provides digital communications and marketing services. NA NA

$340 2.3x



PAGE |

Pending Windstream Holdings, Inc. EarthLink Holdings Corp. Provides broad range of data, voice and managed network services. $1,008 1.0x

Pending SAP Abakus, Inc. Provides software solutions for impact analysis and market analysis. NA NA

Pending CA Technologies Automic Software GmbH Provides data automation software solutions. $436 NA

Pending PowerSchool Group LLC Sungard Data Systems, Inc. Provides software and information services for education and public sector. $850 NA

Pending Kohlberg & Co. LLC MarketCast Provides data driven insights to the global entertainment industry. $200 3.4x

Pending Solera Holdings, Inc. Autodata Publishing Group Ltd. Provides technical information for automotive professionals. $416 5.8x

Pending Golden Gate Private Equity Neustar, Inc. Provides data and analytics to marketers. $2,699 2.3x

Pending GDD International Holding Co. Grid Dynamics International, Inc. Develops big data engineering, cloud engineering, and search engine development services. $118 NA

01/09/17 GTT Communications, Inc. Hibernia NGS Ltd. Provides data communications. $586 3.8x

12/21/16 Nielsen Holdings Plc Imagini Europe Ltd. Provides consumer insights and analytics solutions. NA NA

12/09/16 LDiscovery LLC Kroll Ontrack, Inc. Provides data recovery and electronic evidence services. $410 NA

12/07/16 LiveRamp, Inc. Arbor Technologies, Inc. Provides an online marketplace for people-based data. NA NA

12/01/16 Morningstar, Inc. PitchBook Data, Inc. Provides data, news, and analysis to the private equity industry. $225 7.2x

11/16/16 LendingTree LLC CompareCards Provides online credit card comparison and comprehensive credit education services. $130 1.8x

11/10/16 Google, Inc. Apigee Corp. Provides predictive big data analytics technology. $472 5.1x

11/01/16 salesforce.com, inc. Krux Digital, Inc. Operates a platform for digital publishers to manage audience data. $768 NA

10/03/16 Baring Private Equity Thomson Reuters Provides comprehensive intellectual property and scientific decision support services. $3,550 3.6x

10/03/16 Quintiles Transnational IMS Health Holdings, Inc. Provides data and information services to the healthcare industry. $12,905 4.2x

$472 3.7x

NOTABLE DATA AND INFO SERVICES M&A TRANSACTIONS

DATA AND INFORMATION SERVICES – M&A MARKET SUMMARY

DATA AND INFO SERVICES M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

7

(Number of Transactions) (Enterprise Value / Revenue) Data and Information Services

M&A volume has remained relatively flat through 4Q 2016, but the activity levels are still significantly lower than in 2014 and 2015.

The number of private equity deals remained steady at six for the quarter.

Median revenue multiples in the sector had a small uptick to 3.8x.

Strategic acquirers were particularly active, with many small bolt-on transactions across a broad cross-section of Data and Information sub-sectors.

One notable recent transaction is Neustar’spending acquisition by a group of investors led by Golden Gate Private Equity for $2.7b.

DATE


ENTERPRISE

VALUE (MM)TARGET

REVENUE

MULTIPLE

MEDIAN

45

38

60

41

44

65

60

52

57 59 60

58

64

42 41 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

1Q

'16

2Q

'16

3Q

'16

4Q

'16

2.7x

3.5x3.7x

4.5x

4.1x

2.1x2.3x

1.6x

3.5x

3.1x

4.4x

5.0x

4.6x

5.7x

3.6x3.8x

1Q '132Q '133Q '134Q '131Q '142Q '143Q '144Q '141Q '152Q '153Q '154Q '151Q '162Q '163Q '164Q '16

HW & Co. Confidential



PAGE | 8

ECOMMERCE– M&A MARKET SUMMARY

ECOMMERCE M&A VOLUME (GLOBAL)

NOTABLE ECOMMERCE M&A TRANSACTIONS

MEDIAN M&A REVENUE MULTIPLES (REPORTED)

(Number of Transactions) (Enterprise Value / Revenue) eCommerce M&A volume

returned to levels similar 1Q and 2Q in 2016, closing 33 deals in 4Q 2016.

The sector continues to bedominated by strategic buyers, with only one reported platform private equity transaction in 4Q 2016, and only 12 total private equity transactions reported in 2016.

Ctrip.com’s acquisition ofSkyscanner surprised many as itwas widely expected that theScotland based flight searchcompany would pursue an IPO in2017.

Wal-Mart’s acquisition ofJet.com and Jet’s subsequentacquisition of Shoebuyhighlight the strong focus theretailer has on improving itseCommerce offerings.

There was also a notableuptick in travel eCommerceactivity, with three deals in 4Q 2016, including, the headlining acquisition of SkyScanner by Chinese travel giant, Ctrip.com, for a 16.1x revenue multiple.

DATE


ENTERPRISE

VALUE (MM)TARGET

REVENUE

MULTIPLE

MEDIAN

35 34

38

53 51

42 44

52

46

64

54

40

37 35

42

33

1Q

'13

2Q

'13

3Q

'13

4Q

'13

1Q

'14

2Q

'14

3Q

'14

4Q

'14

1Q

'15

2Q

'15

3Q

'15

4Q

'15

1Q

'16

2Q

'16

3Q

'16

4Q

'16

7.8x

5.7x

2.4x

5.5x

8.2x

7.4x

5.0x

5.8x

3.7x

4.2x

1.7x

4.3x

1.9x

6.3x6.7x

1.9x


Pending Ritchie Bros. Auctioneers, Inc. IronPlanet, Inc. Operates an online marketplace for buying and selling used heavy equipment and trucks. $740 0.9x

Pending Just Eat SkiptheDishes Global marketplace for online food delivery. $84 4.8x

Pending MakeMyTrip Ltd. Ibibo Group Provides online travelling services. $720 NA

Pending Bain Capital Blue Nile, Inc. Provides online retailing business for diamonds and fine jewelry. $438 0.9x

Pending Groupon, Inc. LivingSocial, Inc. Provides social discovery and catalog networking services. NA NA

Pending Visa, Inc. CardinalCommerce Corp. Provides payment authentication and eCommerce security services. NA NA

01/18/17 Cinven, Permira, and Mid Europa Allegro Group Operates eCommerce trading platforms. $3,253 NA

01/05/17 Jet.com, Inc. Shoebuy.com, Inc. Sells footwear and accessories online. $70 NA

01/04/17 Allstate Non-Insurance Squaretrade Holding Co. Online service for resolving eCommerce disputes by providing warranty and insurance services. $1,430 NA

12/30/16 Cimpress USA, Inc. National Pen Co. LLC Provides customized marketing products through online channels. $218 NA

12/28/16 Rakuten, Inc. Soukai Drug Co., Ltd. Engages in the online retail business of household pharmaceuticals and health food products . $85 0.3x

12/09/16 Ctrip.com International Ltd. Skyscanner Ltd. Provides online travel information services. $1,772 16.1x

11/24/16 Dentsu Aegis Network Ltd. Bluecom Solutions Ltd. Develops and provides eCommerce solutions. NA NA

11/17/16 Xaxis LLC Triad Digital Media LLC Creates, manages, and operates online media programs for eCommerce websites. NA NA

10/11/16 Google, Inc. FameBit LLC Provides an online marketplace for businesses fo find and hire YouTube influencers. NA NA

10/03/16 Concur Technologies, Inc. Hipmunk, Inc. Operates as an online travel company. NA NA

10/03/16 Shopify, Inc. Boltmade, Inc. Designs a fully hosted enterprise commerce platform. NA NA

09/19/16 Wal-Mart Stores, Inc. Jet.com, Inc. Operates an eCommerce marketplace. $3,300 NA

$720 0.9x



PAGE |

NOTABLE MEDIA, CONTENT, AND GAMING M&A TRANSACTIONS

MEDIA, CONTENT, AND GAMING – M&A MARKET SUMMARY

MEDIA, CONTENT & GAMING M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED)

9

(Number of Transactions) (Enterprise Value / Revenue) Media, Content, and Gaming

volume returned to a lower level in 4Q 2016 versus the prior quarter. The market activity continues to be driven by strategic buyers with only one private equity transaction in 4Q 2016.

The median reported revenue multiple returned to a higher level, bucking the trend of the prior two quarters by increasing to 4.6x.

Verizon’s acquisition of Yahoo continues its march towards a close, with Verizon looking to capture a valuable younger audience through Yahoo’s core businesses.

Microsoft's acquisition of LinkedIn closed in December for $24.5b, the largest acquisition in Microsoft's history.

DATE


ENTERPRISE

VALUE (MM)TARGET

REVENUE

MULTIPLE

MEDIAN

50

56 58

65

61

77

68 67

80

85

62

53

84

38

58

47


2.7x

4.8x

2.0x

3.8x

2.9x

2.6x

4.7x

2.7x

3.7x

2.5x

6.0x

4.8x5.1x

4.2x

3.9x

4.6x

1Q

'13

2Q

'13

3Q

'13

4Q

'13

1Q

'14

2Q

'14

3Q

'14

4Q

'14

1Q

'15

2Q

'15

3Q

'15

4Q

'15

1Q

'16

2Q

'16

3Q

'16

4Q

'16

Pending AVI Partners LLC YuMe, Inc. Provides digital video brand advertising solutions. $117 0.7x

Pending Verizon Communications Yahoo! Inc Provides information content, online search, maps, shopping, and other web-based services. $4,826 1.0x

Pending Tencent Holdings Ltd. China Music Co. Provides online music services in China. $2,700 NA

Pending Internet Brands, Inc. Fodors LLC Markets and publishes content for the travel and tourism industry. NA NA

Pending Informa Plc Penton Business Media, Inc. Provides business-to-business digital and print media platform. $1,557 NA

Pending Wanda Cinema Line Co. Mtime.com, Inc. Operates an online movie marketing and media platform. $350 NA

Pending NH Special Purpose NAT Games Co. Develops mobile games. $223 NA

Pending Modern Avenue Group Co. Wuhan Yueran Xindong Develops and operates mobile social application tools. $81 27.2x

Pending Breaking Data Corp. Sports New Media Holdings Ltd. Provides a media management and technology platform. $60 NA

Pending Inmar Collective Bias, Inc. Provides a shopper social media platform. NA NA

Pending FanDuel, Inc. DraftKings, Inc. Provides online daily and weekly fantasy sports contests for cash prizes. NA NA

Pending Nielsen Holdings Tribune Media Co. Operates as a multimedia publishing and broadcasting company. $560 NA

12/08/16 Microsoft Corp. LinkedIn Corp. Operates an online professional network. $24,544 7.6x

11/17/16 Facebook, Inc. FacioMetrics LLC Creates applications for facial image analysis utilized in VR, animation, and gaming applications NA NA

11/11/16 Facebook, Inc. CrowdTangle, Inc. Creates a social media tool to help people find online content. NA NA

09/23/16 Shanghai Giant Technology Playtika Ltd. Develops online social networking games. $4,400 4.9x

09/22/16 Verizon Communications Complex Media, Inc. Provides a multi-media platform for its audience targeting young male consumers. $300 NA

09/19/16 Facebook, Inc. Nascent Objects, Inc. Provides custom computer programming services. NA NA

$455 4.9x



PAGE |

01/04/17 eCommerce Late Stage $100 $143 Didi Chuxing Provider of an application to request and book taxis.

12/27/16 eCommerce E $60 $176 Advance.net, Bain Capital Ventures, Highland

Capital Partners, Technology Crossover Ventures

Provider of an online website for renting dresses and

accessories.

12/20/16 eCommerce G $89 $370 Baillie GiffordProvider of an online subscription service for cooking

recipes and pre-measured ingredients.

12/15/16 eCommerce C $60 $156 Goodwater Capital, Altos Ventures, Cowboy

Ventures, Mousse Partners, Formation GroupProvides an online subscription service for beauty products.

12/14/16

AdTech &

Marketing

Solutions

B $34 $56 Providence Equity Partners, Green D Ventures, Toba

Capital, Recruit Holdings

Provider of lead engagement software for marketing and

sales organizations.

12/14/16 eCommerce C $35 $59 Adams Street Partners, Princeville GlobalProvider of a hospitality network for travelers, expats, and

locals.

12/09/16 eCommerce Late Stage $108 $1,470 Alibaba Capital Partners, Media Tek Ventures,

Temasek Holdings, SAIF PartnersProvider of digital goods and mobile commerce platform.

11/28/16 eCommerce D $210 $720 Norwest Venture Partners, Felicis Ventures, Fifth Wall

Ventures Management

Provides a platform enabling users to sell and purchase

their homes online

11/25/16 eCommerce D $150 $450 General Catalyst, CapitalG Provider of an online payment platform.

11/22/16 eCommerce C $25 $41 Lightspeed Venture Partners Provides an online wedding registry.

11/09/16 eCommerce C $30 $100 Glenmede Trust, Ontario Pension Board Provides a job search platform.

11/09/16 eCommerce C $200 $200 Suning Commerce Group, KKR, Alibaba Capital

PartnersOperator of fresh food e-commerce business.

11/04/16 eCommerce F $500 $1,250 Temasek Holdings Provider of a digital shopping mall.

10/04/16 eCommerce E $40 $90 Foundry Group, Menlo Ventures, Madrona Venture

Group

Provides an online platform to connect pet owners with

dog walkers and sitters.

SELECT RECENT IDM PRIVATE PLACEMENTS

10

Note: Financial information presented above represents reported capital raised only.

DESCRIPTIONTOTAL RAISED

($M)DATE COMPANY SECTOR ROUND

ROUND

SIZE ($M)INVESTORS (CURRENT ROUND)



PAGE |

PUBLIC IDM VALUATION MULTIPLES BY SECTOR

LTM EBITDA MULTIPLE ANALYSIS 4Q 2016 VS. 4Q 2015

LTM REVENUE MULTIPLE ANALYSIS 4Q 2016 VS. 4Q 2015STOCK PERFORMANCE (1- & 3-YEAR)

11

As of December 31, 2016.

7.1x

5.9x

5.4x

5.0x5.2x

2.1x

3.0x

2.2x2.5x

2.2x

1.7x 1.7x1.4x

7.1x

6.0x

5.0x

4.1x

3.4x3.1x

2.8x

2.4x 2.4x 2.3x2.0x

1.4x1.1x

Social Media Bellwethers Search Portals Community Info Travel Gaming Marketplace Local Online Data Networks Digital Media VerticaleCommerce

Marketing Tech Promotional

4Q 2015 4Q 2016

34.0x 34.0x

19.1x17.7x

19.8x

16.8x

12.4x13.6x

17.9x

15.8x15.8x

21.9x

12.5x

24.1x 24.1x

16.6x17.8x 18.4x

13.5x

24.2x

15.0x

17.7x 16.8x18.1x

14.6x

21.7x

Social Media Bellwethers Search Portals Community Info Travel Gaming Marketplace Local Online Data Networks Digital Media VerticaleCommerce

Marketing Tech Promotional

4Q 2015 4Q 2016

12.3%

10.4%

8.1%

(14.4%)

1.7%

14.6%

8.0%

7.4%

28.1%

7.9%

12.9%

(12.4%)

8.1%

(74.4%)

64.7%

(7.0%)

(13.5%)

20.7%

102.5%

(19.6%)

(33.5%)

(13.1%)

(14.8%)

(1.5%)

(38.8%)

(69.7%)

Social Media

Bellwethers

Search Portals

Community Info

Travel

Gaming

Marketplace

Local Online

Data Networks

Digital Media

Vertical eCommerce

Marketing Tech

Promotional

1-Year Performance 3-Year Performance



PAGE |

`

KEY METRICS BY SECTOR – COMPARABLE PUBLIC IDM COMPANIES

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

COMP SET MEDIANS CORRELATION WITH EV / REVENUE MULTIPLE

12


7.1x

6.0x

5.0x

4.1x

3.4x

3.1x

2.8x

2.4x

2.4x

2.3x

2.0x

1.4x

1.1x

Social Media

Bellwethers

Search Portals

Community Info

Travel

Gaming

Marketplace

Local Online

Data Networks

Digital Media

Vertical eCommerce

Marketing Tech

Promotional

20% 37% 20% 87% 78% 47%

13% 37% 21% 46% - 81%

8% 12% 28% - 60% -

9% 8% 25% - - 90%

8% 0% 14% 67% - 30%

13% 7% 26% 78% 43% 10%

28% (1%) 21% 37% 19% 75%

24% 20% 17% 76% - 71%

13% 21% 14% 22% - 14%

9% 21% 16% 80% 52% 92%

9% 31% 13% 85% 12% 92%

3% 27% 14% 58% - 75%

12% 88% 7% 79% - -



PAGE |

SUMMARY OF TECHNOLOGY IPOS

13

Technology IPO activity slowed in 4Q 2016,with only three companies going public, asmarket volatility ahead of the U.S.presidential election prompted somestartups to delay going public.

Notable technology IPOs included Trivago,which raised $287 million and priced at$11.00 in December, BlackLine Systems,which raised $146 million with a market capof $839 and priced at $17.00 in October,and Coupa Software, which raised $133million with a market cap of $866 million andpriced at $18.00 in October.

MARKET CAP AT IPO (LTM) REVENUE GROWTH (1YR PRIOR TO IPO)OFFERING SIZE AT IPO (LTM)

23%

46%

31%

< 25% 25 - 75% > 75%

36%

36%

29%

$0-50M $50-500M $500M-$1B $1B+

7%

43%

36%

14%

$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)

6

16

13 13

11

18

7

11

5

15

3

8

0

2

9

3

1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 3Q-16 4Q-16

$0 - 50M $50 - 100M $100 - 250M $250M +

2013 Total: 48 2014 Total: 47 2016 Total: 142015 Total: 31

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



PAGE |

Circle Size Denotes Revenue ($)

% R

eve

nu

e G

row

thSto

ck

Pe

rfo

rma

nc

e

KEY PERFORMANCE METRICS FOR RECENT IDM IPOS

IPO DATE

OFFER PRICE

OFFERING SIZE ($M)

OFFER TO CURRENT

14


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%

68.0%

49.7%

12.5%

43.5%

90.5%

47.3%

51.3%

52.4% 50.4%

72.5%

61.1%

9.1%

53.2%

106.2%

53.3%

107.0%

10.6%

22.2%

33.1%

(20.0%)

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

140.0%

(49.6%)

(32.8%)(25.0%)

(50.5%)

100.0%

(5.4%)

29.1% 20.9%

88.0%

(65.0%)

(47.8%)

46.0%

(26.4%)

152.2%

44.7% 51.4%

42.5%

3.6% 6.8%

1/23/14 3/6/14 3/27/14 4/1/14 7/17/14 7/23/14 9/18/14 10/1/14 10/9/14 12/10/14 3/5/15 3/19/15 4/15/15 5/20/15 7/1/15 11/18/15 11/18/15 7/11/16 12/15/16

$17.0 $16.0 $14.0 $15.0 $7.0 $11.0 $68.0 $29.0 $25.0 $15.0 $11.5 $3.5 £16.0 $17.0 $26.0 $9.0 $12.0 $32.8 $11.0

$91.0 $168.0 $100.0 $101.6 $43.8 $91.7 $21,767.2 $319.0 $125.0 $870.0 $74.8 $2,042.0 £266.7 $130.9 $192.5 $243.0 $400.0 $1,140.5 $287.2

(49.6%) (32.8%) (25.0%) (50.5%) 100.0% (5.4%) 29.1% 20.9% 88.0% (65.0%) (47.8%) 46.0% (26.4%) 152.2% 44.7% 51.4% 42.5% 3.6% 6.8%



PAGE |

DEBT MARKET OVERVIEW

15

26.4%

5.4%

9.3%

9.7%

11.7%

13.1%

24.4%

Other

Food & Beverage

Services & Leasing

Automotive

Insurance

Healthcare

Computers & Electronics

63% 60%

50%

57%

55%

60%

66%

60% 58%

51%

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

4.1x 4.0x

3.4x

3.8x 3.8x

4.3x

4.7x 4.7x

5.6x

4.5x

3.3x

4.2x 4.3x4.5x

4.8x

5.3x 5.3x 5.3x

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA

LBO LOAN VOLUME BY INDUSTRY MEDIAN LBO DEBT PERCENTAGES

MIDDLE MARKET LBO LOAN MULTIPLES MIDDLE MARKET LBO VOLUME BY QUARTER

2016 New-Issue LBO Loan Volume: $3.7 billion Percentage of Total Purchase Price

Median middlemarket LBO loanmultiples remained inline with the prior twoyears at 5.3x leverage.

Middle market LBOloan volumeincreased slightly to$0.9 billion in 4Q 2016.

Technologycompanies were thelargest recipients ofLBO loans in 2016,representing 24.4% ofnew issuance.

The median LBO debtpercentage declinedfor the fourth straightyear, reaching 51% in2016.

Defined as Issuers with EBITDA of $50 Million or LessDefined as Issuers with EBITDA of $50 Million or Less

$1.0B

$2.0B

$1.2B

$1.6B$1.5B

$1.8B

$1.2B

$1.9B$2.0B

$0.4B

$0.9B

$1.2B

$0.7B

$0.9B

3Q'13 4Q'13 1Q'14 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16

Institutional Pro Rata



PAGE |

SELECT HW&CO. TMT TRANSACTIONS

16

acquired by acquired acquired by acquired by acquired by recapitalized by acquired by

acquired byacquired by acquired by

acquired byacquired by acquired by

minority investment

fromacquired by acquired by

acquired by

majority investment

fromacquired by

acquired bymerged with merged with acquired by acquired by

acquired by

significant equity

investment from

acquired a majority

stake inacquired by

acquired by

acquired by acquired by acquired byacquired by acquired by

acquired by

recapitalized byacquired by acquired by

acquired by acquired byacquired by

acquired by

acquired by majority

recapitalization by

acquired by

acquired by acquired by

recapitalized byacquired by

acquired byacquired by

acquired

acquired bysignificant equity

investment fromacquired by acquired

acquired by

significant equity

investment from



acquired by acquired byacquired byacquired byminority investment

from

acquired byacquired by

strategic investment

fromacquired byacquired by acquired byacquired by

acquired by acquired byacquired by acquired by

acquired by

and

acquired by acquired by acquired byacquired by

investment from recapitalized by

acquired by

acquired by

strategic investment

from


growth equity

investment from

sold its Kline Towers

Division to

acquired by

acquired by

acquired by

GFI Energy Group

a division of

acquired by

B2C

recapitalized by

acquired byminority investment

from

acquired by

and

majority investment

from

acquired by

acquired by

and

majority investment

from acquired by


http://epiqsystems.com/

http://epiqsystems.com/

http://www.meddatahealth.com/our_business/index.html

http://www.meddatahealth.com/our_business/index.html

http://www.aderant.com/

http://www.aderant.com/

http://www.cltsloyalty.com/

http://www.cltsloyalty.com/

http://www.stream.com/

http://www.stream.com/

http://www.rewardsnetwork.com/

http://www.rewardsnetwork.com/

http://www.knuerr.com/web/de/index_d.html

http://www.knuerr.com/web/de/index_d.html

http://www.bdcast.com/

http://www.bdcast.com/

http://www.oaktreecapital.com/default.aspx

http://www.oaktreecapital.com/default.aspx




PAGE |

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY UNIVERSE

eC

om

me

rce

17

Me

dia

/ C

on

ten

t /

Ga

min

g

Ad

Tec

h&

M

ark

etin

g

So

lutio

ns

Da

ta &

In

form

atio

n

Se

rvic

es

Internet Bellwethers Alphabet Amazon.com Facebook Yahoo!

Advert ising Networks / Search Portals Alphabet Baidu, Inc. Yahoo! Yahoo! Japan Naver Yandex N.V.

Marketing Technology Adobe Criteo SA HubSpot Bazaarvoice The Rubicon Project QuinStreet Rocket Fuel

Local Online Advert ising GoDaddy Wix.com Endurance

InternationalWeb.com Tucows Marchex

Proprietary Data Networks Alliance Data Acxiom Neustar comScore YouGov Plc

Community Based Information Services Zillow Group CoStar Group Auto Trader Group Rightmove Yelp 51job Moneysupermarket Autohome Bankrate Angie's List

Community Based Information Services

(cont'd)DHI Group Care.com

Marketplace Amazon.com Alibaba Group eBay JD.com Rakuten Liberty Interactive MercadoLibre Shopify 58.com Cnova

Marketplace (cont'd) LendingClub Wayfair Overstock.com

Travel Priceline Ctrip.com Expedia TripAdvisor MakeMyTrip Travelzoo

Flash Sales / Promotional / Coupons Groupon Quotient Technology RetailMeNot

Vert ical eCommerce GrubHub Cimpress Stamps.com Shutterfly Shutterstock Etsy Chegg Blue Nile PetMed Express 1-800-FLOWERS.COM

Vert ical eCommerce (cont'd) eHealth

Digital Media & Online Content Tencent IAC SINA Corperation Pandora WebMD Health Sohu.com Blucora XO Group TechTarget Townsquare Media

Digital Media & Online Content (cont'd) Leaf Group

Social Media Facebook Twitter Weibo Momo Match Group Spark

Gaming Nintendo NetEase Activ ision Blizzard Electronic Arts Take-Two

Interactiv e

Ubisoft

Entertainment Zynga GREE Glu Mobile



PAGE |

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. 2016E Rev. LTM EBITDA Earnings

APPENDIX: INTERNET & DIGITAL MEDIA SECTOR PUBLIC COMPANY METRICS

MARKETING TECHNOLOGY

18

ADVERTISING NETWORKS / SEARCH PORTALS

Marketing

Technology

Advertising

Networks /

Search Portals

Local Online

Advertising

Internet

Bellwethers

LOCAL ONLINE ADVERTISING

INTERNET BELLWETHERS

Marketplace

Proprietary Data

Networks

Community

Based Info

Services

Travel

Flash Sales /

Promotional /

Coupons

Vertical

eCommerce

Digital Media &

Online Content

Social Media

Gaming

As of December 31, 2016.Enterprise value and market capitalization figures in millions USD.Market capitalization figures exclude non-traded shares

Alphabet Inc. GOOGL $474,361 $499,762 94.5% 1.9% 41.3% 11.8% (1.0%) 32.6% 5.6x 6.5x 17.2x 26.2x

Amazon.com, Inc. AMZN 363,860 356,313 88.5% 10.9% 88.0% 20.2% 28.0% 8.7% 2.8x 2.7x 32.7x NM

Facebook, Inc. FB 309,231 269,312 86.2% 9.9% 110.5% 43.8% 52.3% 52.0% 12.5x 11.3x 24.1x 36.0x

Yahoo! Inc. YHOO 31,734 36,896 86.1% 16.3% (4.4%) 8.0% (30.3%) 4.8% 6.4x 9.2x NM NM

Median $336,545 $312,813 87.3% 10.4% 64.7% 16.0% 13.5% 20.6% 6.0x 7.8x 24.1x 31.1x

Alphabet Inc. GOOGL $474,361 $499,762 94.5% 1.9% 41.3% 11.8% (1.0%) 32.6% 5.6x 6.5x 17.2x 26.2x

Baidu, Inc. BIDU 52,103 44,665 81.8% (13.0%) (7.6%) 32.8% (3.4%) 25.1% 4.8x 5.1x 19.1x 8.9x

Yahoo! Inc. YHOO 31,734 36,896 86.1% 16.3% (4.4%) 8.0% (30.3%) 4.8% 6.4x 9.2x NM NM

Yahoo Japan Corporation 4689-JP 18,731 21,925 77.0% (6.3%) (30.8%) 52.2% 34.3% 26.2% 2.6x 2.7x 9.8x 15.3x

NAVER Corp. 035420-KR 16,236 21,151 78.1% 14.3% (6.5%) 17.9% 16.7% 30.7% 4.9x 4.8x 16.0x 33.5x

Yandex NV YNDX 5,890 5,561 84.3% 28.1% (53.3%) (25.8%) 25.3% 31.0% 5.1x 4.8x 16.6x 40.9x

Median $25,233 $29,411 83.1% 8.1% (7.0%) 14.8% 7.8% 28.4% 5.0x 5.0x 16.6x 26.2x

Adobe Systems Incorporated ADBE $49,058 $51,190 92.7% 9.6% 71.9% 23.5% 19.4% 31.1% 8.4x 8.2x 26.9x 43.8x

Criteo SA CRTO 2,315 2,502 85.9% 3.7% 20.1% 36.0% 33.9% 9.7% 1.4x 3.2x 14.6x 31.0x

HubSpot, Inc. HUBS 1,550 1,674 78.4% (16.5%) NA 57.0% 47.7% NM 6.3x 5.8x NM NM

Bazaarv oice, Inc. BV 353 405 79.1% 10.7% (38.8%) 4.5% 1.7% 0.4% 1.8x 1.7x NM NM

Rubicon Project, Inc. RUBI 168 364 36.4% (54.9%) NA 98.3% 1.7% 17.9% 0.6x 0.7x 3.1x 15.5x

QuinStreet, Inc. QNST 133 172 85.1% (12.4%) (56.7%) 5.5% 3.3% NM 0.4x 0.4x NM NM

Rocket Fuel, Inc. FUEL 85 78 41.7% (51.0%) (97.2%) 13.0% (45.6%) NM 0.2x 0.3x NM NM

Median $353 $405 79.1% (12.4%) (38.8%) 23.5% 3.3% 13.8% 1.4x 1.7x 14.6x 31.0x

GoDaddy, Inc. GDDY $4,054 $3,057 93.4% 9.0% NA 15.9% 14.9% 11.7% 2.3x 2.2x 19.4x NM

Wix.com Ltd. WIX 1,754 1,892 84.9% 95.8% 65.9% 43.5% 41.3% NM 6.7x 6.1x NM NM

Endurance International Group Holdings, Inc.EIGI 3,229 1,316 78.4% (14.9%) (34.4%) 17.7% 49.0% 19.4% 3.2x 2.9x 16.5x NM

Web.com Group, Inc. WEB 1,738 1,075 100.0% 5.7% (33.5%) (0.1%) 33.9% 20.2% 2.6x 2.4x 13.0x 13.6x

Tucows Inc. TCX 377 368 95.3% 67.1% 151.8% 17.1% 10.7% 14.9% 2.0x 2.0x 13.6x 22.5x

Marchex, Inc. MCHX 20 101 56.6% (31.9%) (69.4%) (18.4%) (11.1%) NM 0.1x 0.2x NM NM

Median $1,746 $1,196 89.2% 7.4% (33.5%) 16.5% 24.4% 17.1% 2.4x 2.3x 15.0x 18.1x



PAGE |


PROPRIETARY DATA NETWORKS

19

COMMUNITY BASED INFORMATION SERVICES

MARKETPLACE

Marketing

Technology

Advertising

Networks /

Search Portals

Local Online

Advertising

Internet

Bellwethers

Marketplace

Proprietary Data

Networks

Community

Based Info

Services

Travel

Flash Sales /

Promotional /

Coupons

Vertical

eCommerce

Digital Media &

Online Content

Social Media

Gaming




Alliance Data Systems Corporation ADS $30,755 $13,198 81.6% (17.4%) (13.1%) 21.4% 12.6% 27.9% 4.4x 4.2x 15.6x 23.3x

Acxiom Corporation ACXM 2,124 2,080 96.8% 28.1% (27.5%) 5.6% 2.7% 13.6% 2.4x 2.4x 17.7x NM

NeuStar, Inc. NSR 2,716 1,829 99.7% 39.3% (33.0%) 9.0% 15.4% 38.1% 2.3x 2.2x 6.1x 11.7x

comScore, Inc. SCOR 1,082 1,790 72.5% (23.3%) 10.4% 14.7% 43.2% 7.1% 3.0x 2.3x 42.1x NM

YouGov plc YOU-GB 311 322 91.8% 44.0% 107.2% 15.9% (2.5%) 13.4% 2.4x 2.7x 18.0x 64.9x

Median $2,124 $1,829 91.8% 28.1% (13.1%) 14.7% 12.6% 13.6% 2.4x 2.4x 17.7x 23.3x

Zillow Group, Inc. ZG $6,699 $6,351 91.1% 40.0% 43.0% 97.8% 30.5% NM 8.5x 8.0x NM NM

CoStar Group, Inc. CSGP 5,929 6,145 83.9% (8.8%) 2.1% 23.6% 17.7% 25.4% 7.3x 7.1x 28.8x 78.3x

Auto Trader Group PLC AUTO-GB 5,505 4,968 77.0% (22.8%) NA 2.4% (9.5%) 66.0% 13.0x 14.6x 19.8x 24.5x

Rightmov e plc RMV-GB 4,583 4,496 76.1% (20.7%) 6.3% 15.0% (8.3%) 72.1% 15.6x 17.0x 21.7x 26.9x

Yelp Inc. YELP 2,729 2,992 87.9% 32.4% (44.7%) 45.6% 29.7% 2.1% 4.1x 3.8x NM NM

51job Inc JOBS 1,318 2,011 94.2% 14.7% (13.2%) 10.1% 2.5% 28.8% 3.8x 3.9x 13.3x 26.1x

Moneysupermarket.com Group plc MONY-GB 1,981 1,990 65.8% (32.8%) 21.5% 13.5% (11.0%) 37.3% 4.6x 5.2x 12.3x 20.5x

Autohome, Inc. ATHM 2,318 1,302 70.6% (27.6%) (30.9%) 59.4% 57.0% 25.5% 3.0x 2.7x 11.8x 7.5x

Bankrate, Inc. RATE 1,142 996 82.6% (16.9%) (38.4%) (32.0%) 18.8% 26.0% 4.1x 2.6x 15.9x NM

Angie's List, Inc. ANGI 510 487 76.5% (12.0%) (45.7%) 9.2% (5.7%) 5.0% 1.5x 1.6x 30.4x NM

DHI Group, Inc. DHX 360 311 64.8% (31.8%) (13.8%) (1.1%) (12.7%) 22.3% 1.5x 1.6x 6.8x NM

Care.com, Inc. CRCM 223 247 71.4% 19.7% NA 18.8% 15.7% 6.4% 1.5x 1.4x 23.6x 19.0x

Median $2,150 $2,000 76.7% (14.4%) (13.5%) 14.3% 9.1% 25.5% 4.1x 3.9x 17.8x 24.5x

Amazon.com, Inc. AMZN $363,860 $356,313 88.5% 10.9% 88.0% 20.2% 28.0% 8.7% 2.8x 2.7x 32.7x NM

Alibaba Group BABA 228,850 213,393 79.9% 8.0% NA 29.3% 37.9% 35.6% 11.9x 11.3x 33.6x 19.0x

eBay Inc. EBAY 34,803 33,191 89.5% 8.0% 28.6% (52.1%) 4.6% 32.9% 3.9x 3.9x 11.9x 17.8x

JD.com, Inc. JD 35,125 31,273 77.8% (21.2%) NA 54.7% 28.0% NM 1.0x 1.0x NM NM

Rakuten, Inc. 4755-JP 15,079 14,068 68.3% (15.8%) (34.0%) 19.2% 14.4% 20.7% 2.2x 2.2x 10.8x 34.0x

Liberty Interactiv e QVCA 20,191 12,487 72.4% (26.9%) (19.6%) (4.9%) 3.4% 17.0% 1.9x 2.0x 10.9x 10.3x

MercadoLibre, Inc. MELI 6,729 6,895 80.7% 36.6% 44.9% 17.1% 28.2% 24.8% 8.8x 8.1x 35.3x 55.6x

Shopify, Inc. SHOP 3,240 3,255 94.3% 66.2% NA 94.9% 86.0% NM 9.6x 8.5x NM NM

58.com Inc. WUBA 3,948 3,255 42.4% (57.6%) (27.0%) 170.7% 60.2% NM 3.6x 3.4x NM NM

Cnov a NV CNV 2,568 2,418 99.6% 127.4% NA (15.6%) (19.1%) NM 0.7x 0.8x NM NM

LendingClub Corp LC 5,587 2,070 46.7% (52.5%) NA 72.3% (49.9%) NM 4.7x 11.4x NM NM

Wayfair, Inc. W 2,719 1,733 71.0% (26.4%) NA 70.6% 49.4% NM 0.9x 0.8x NM NM

Ov erstock.com, Inc. OSTK 366 444 88.8% 42.5% (43.2%) 10.7% 8.4% 0.9% 0.2x 0.2x 24.2x 46.6x

Median $6,729 $6,895 79.9% 8.0% (19.6%) 20.2% 28.0% 20.7% 2.8x 2.7x 24.2x 26.5x



PAGE |


TRAVEL

20

FLASH SALES / PROMOTIONAL / COUPONS

VERTICAL eCOMMERCE

Marketing

Technology

Advertising

Networks /

Search Portals

Local Online

Advertising

Internet

Bellwethers

Marketplace

Proprietary Data

Networks

Community

Based Info

Services

Travel

Flash Sales /

Promotional /

Coupons

Vertical

eCommerce

Digital Media &

Online Content

Social Media

Gaming




Priceline Group Inc PCLN $76,230 $72,463 91.6% 15.0% 26.1% 9.3% 16.4% 38.6% 7.3x 7.1x 19.0x 36.9x

Ctrip.com CTRP 21,239 20,076 80.6% (13.7%) 61.2% 45.6% 60.6% 4.3% 8.2x 7.6x NM NM

Expedia, Inc. EXPE 20,418 15,545 84.8% (8.9%) 62.6% 15.8% 31.2% 13.6% 2.4x 2.3x 17.9x 81.9x

TripAdv isor, Inc. TRIP 6,195 6,161 53.6% (45.6%) (44.0%) 19.7% (0.0%) 15.7% 4.2x 4.2x 26.8x 50.5x

MakeMyTrip Ltd. MMYT 964 1,144 69.6% 29.4% 15.3% 12.1% (32.5%) NM 2.5x 8.9x NM NM

Trav elzoo Inc. TZOO 106 130 70.8% 12.3% (55.9%) (7.5%) (9.5%) 9.6% 0.8x 0.8x 8.4x 21.2x

Median $13,307 $10,853 75.7% 1.7% 20.7% 14.0% 8.2% 13.6% 3.4x 5.6x 18.4x 43.7x

Groupon, Inc. GRPN $1,451 $1,896 55.9% 8.1% (71.8%) (2.3%) 0.2% 1.4% 0.5x 0.5x 34.3x NM

Quotient Technology Incorporated QUOT 749 946 74.9% 57.6% NA 7.0% 13.7% NM 2.8x 2.8x NM NM

RetailMeNot, Inc. SALE 292 451 71.9% (6.2%) (67.7%) (5.9%) 12.0% 11.9% 1.1x 1.0x 9.2x 52.2x

Median $749 $946 71.9% 8.1% (69.7%) (2.3%) 12.0% 6.6% 1.1x 1.0x 21.7x 52.2x

GrubHub, Inc. GRUB $2,955 $3,220 84.4% 55.5% NA 42.5% 36.4% 24.3% 6.5x 6.0x 26.7x NM

Cimpress N.V. CMPR 3,727 2,898 87.9% 12.9% 61.1% 19.7% 14.6% 11.1% 2.0x 1.9x 18.1x 53.3x

Stamps.com Inc. STMP 2,158 1,955 92.6% 4.6% 172.3% 45.3% 66.3% 36.3% 6.6x 6.1x 18.1x 42.4x

Shutterfly, Inc. SFLY 2,011 1,703 91.9% 12.6% (1.5%) 15.0% 9.2% 13.3% 1.8x 1.7x 13.5x 30.4x

Shutterstock, Inc. SSTK 1,412 1,669 72.9% 46.9% (43.2%) 29.6% 17.5% 14.1% 2.9x 2.8x 20.8x NM

Etsy, Inc. ETSY 1,137 1,361 73.4% 42.6% NA 39.8% 32.7% 12.6% 3.3x 3.1x 26.3x NM

Chegg, Inc. CHGG 582 674 86.1% 9.7% (13.3%) (1.1%) (17.1%) NM 2.2x 2.3x NM NM

Blue Nile, Inc. NILE 438 477 98.2% 9.4% (13.7%) 1.4% (2.3%) 4.0% 0.9x 0.9x 23.3x 50.0x

PetMed Express, Inc. PETS 418 474 97.0% 34.6% 38.7% 2.3% 3.2% 14.7% 1.7x 1.7x 11.9x 23.0x

1-800-FLOWERS.COM, Inc. FLWS 925 378 93.9% 47.0% 97.8% 4.6% 4.6% 6.5% 0.8x 0.8x 12.1x 10.2x

eHealth, Inc. EHTH 128 195 70.3% 6.7% (77.1%) 5.5% (0.5%) NM 0.7x 0.7x NM NM

Median $1,137 $1,361 87.9% 12.9% (1.5%) 15.0% 9.2% 13.3% 2.0x 1.9x 18.1x 36.4x



PAGE |


DIGITAL MEDIA & ONLINE CONTENT

21

SOCIAL MEDIA

GAMING

Marketing

Technology

Advertising

Networks /

Search Portals

Local Online

Advertising

Internet

Bellwethers

Marketplace

Proprietary Data

Networks

Community

Based Info

Services

Travel

Flash Sales /

Promotional /

Coupons

Vertical

eCommerce

Digital Media &

Online Content

Social Media

Gaming




Tencent Holdings Ltd. 700-HK $232,987 $231,875 85.9% 24.3% 91.8% 27.7% 35.1% 41.9% 11.1x 10.5x 26.4x 40.5x

IAC IAC 5,699 4,762 94.2% 7.9% (5.6%) 3.9% (3.7%) 12.0% 1.8x 1.8x 14.9x NM

SINA Corp. SINA 3,513 4,309 71.3% 29.8% (23.9%) 14.6% 15.7% 11.0% 3.6x 3.4x 32.9x 19.6x

Pandora Media, Inc. P 3,107 3,043 87.0% (2.8%) (51.0%) 26.4% 16.9% NM 2.3x 2.3x NM NM

WebMD Health Corp. WBMD 2,774 1,843 73.4% 2.6% 25.5% 9.6% 10.7% 27.4% 4.0x 3.9x 14.7x 22.3x

Sohu.com, Inc. SOHU 504 1,313 59.2% (40.7%) (53.5%) 15.8% (15.3%) 9.4% 0.3x 0.3x 3.1x NM

Blucora, Inc. BCOR 1,003 615 93.1% 50.5% (49.4%) (79.7%) NA 42.6% 9.3x 2.2x 21.8x NM

XO Group Inc. XOXO 399 515 93.1% 21.1% 30.9% (1.4%) 7.6% 15.9% 2.7x 2.6x 16.8x NM

TechTarget, Inc. TTGT 249 237 92.3% 6.2% 24.3% 5.3% (5.1%) 13.2% 2.3x 2.3x 17.2x 55.2x

Townsquare Media, Inc. TSQ 820 143 86.4% (13.0%) NA 18.0% 17.0% 20.0% 1.6x 1.6x 8.0x 6.4x

Leaf Group Ltd. DMD 77 129 88.5% 19.1% (42.7%) (26.9%) (9.8%) NM 0.7x 0.7x NM NM

Median $1,003 $1,313 87.0% 7.9% (14.8%) 9.6% 9.1% 15.9% 2.3x 2.3x 16.8x 22.3x

Facebook, Inc. FB $309,231 $269,312 86.2% 9.9% 110.5% 43.8% 52.3% 52.0% 12.5x 11.3x 24.1x NM

Twitter, Inc. TWTR 9,471 11,653 64.6% (29.6%) (74.4%) 58.1% 15.0% 3.1% 3.8x 3.7x NM NM

Weibo Corp WB 8,614 4,047 72.6% 108.2% NA 43.5% 36.1% 19.9% 14.6x 13.3x NM NM

Momo Inc MOMO 3,204 2,651 64.6% 14.7% NA 200.4% NA 19.4% 9.3x 6.4x 48.0x 39.5x

Match Group, Inc. MTCH 5,607 764 86.6% 26.2% NA 14.9% 19.9% 29.6% 4.8x 4.6x 16.2x 5.7x

Spark Networks, Inc. LOV 13 27 21.0% (78.2%) (86.4%) (21.9%) (27.6%) NM 0.3x 0.4x NM NM

Median $7,111 $3,349 68.6% 12.3% (74.4%) 43.6% 19.9% 19.9% 7.1x 5.5x 24.1x 22.6x

Nintendo Co., Ltd. 7974-JP $16,679 $29,807 68.4% 51.1% 57.8% (8.2%) (1.3%) 5.7% 4.4x 4.0x NM NM

NetEase, Inc. NTES 24,094 28,554 79.0% 18.8% 174.0% 91.0% 47.5% 33.7% 4.6x 4.5x 13.7x 18.5x

Activ ision Blizzard, Inc. ATVI 29,632 26,837 79.3% (6.7%) 102.5% 5.8% 40.3% 37.5% 5.0x 4.5x 13.3x 31.0x

Electronic Arts Inc. EA 21,431 23,766 91.5% 14.6% 243.3% (3.2%) 12.9% 26.4% 4.8x 4.4x 18.0x 20.6x

Take-Two Interactiv e Software, Inc. TTWO 4,647 4,267 96.0% 41.5% 183.8% 30.5% 23.6% 16.5% 3.1x 2.7x 18.5x NM

Ubisoft Entertainment SA UBI-FR 4,180 4,047 83.4% 23.1% 151.7% (4.8%) 13.4% 43.9% 2.6x 2.5x 5.9x 36.1x

Zynga Inc. ZNGA 1,395 1,992 83.4% (4.1%) (32.4%) 10.8% (2.3%) NM 1.9x 1.9x NM NM

GREE, Inc. 3632-JP 439 1,277 84.7% 10.5% (46.5%) (24.4%) (12.0%) 20.3% 0.7x 0.8x 3.7x 17.7x

Glu Mobile Inc. GLUU 108 259 48.5% (20.2%) (50.0%) 12.0% (18.8%) NM 0.5x 0.5x NM NM

Median $4,647 $4,267 83.4% 14.6% 102.5% 5.8% 12.9% 26.4% 3.1x 2.7x 13.5x 20.6x


Healthcare & Life Sciences

IndustrialsEnergy, Power & Infrastructure

Industrials

PAGE |

Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities. Our clients benefit form our deep-sector experience,integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information,visit our website at www.harriswilliams.com/industries.

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

NETWORK OFFICES

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Hong Kong

Mumbai

New Delhi

Shanghai

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Services

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Transportation & Logistics

BostonOne International PlaceSuite 2620Boston, Massachusetts 02110Phone: +1 (617) 482-7501

Cleveland1900 East 9th Street20th FloorCleveland, Ohio 44114Phone: +1 (216) 689-2400

Minneapolis222 South 9th StreetSuite 3350Minneapolis, Minnesota 55402Phone: +1 (612) 359-2700

Richmond (Headquarters)1001 Haxall Point9th FloorRichmond, Virginia 23219Phone: +1 (804) 648-0072

San Francisco575 Market Street31st FloorSan Francisco, California 94105Phone: +1 (415) 288-4260

Washington, D.C. 800 17th St. NW2nd FloorWashington, D.C. 20006Phone: +1 202-207-2300

FrankfurtBockenheimer Landstrasse 33-3560325 FrankfurtGermanyPhone: +49 069 3650638 00

London63 Brook StreetLondon W1K 4HS, EnglandPhone: +44 (0) 20 7518 8900

Technology, Media & Telecom

22

TECHNOLOGY, MEDIA & TELECOM

QUARTERLY INTERNET & DIGITAL MEDIA SECTOR REVIEW │ 4Q 2016

OUR FIRM


PAGE |

Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industryknowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory,board advisory, private placements, and capital markets advisory services.

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 private limitedcompany 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 Englandand Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name underwhich Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIALINSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANYFINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUTTHE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS.

The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is defined by applicable lawand regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financialinstruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes norepresentation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to,have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment bankingservices for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities,options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and aresubject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisionsusing their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is notnecessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior writtenconsent.

Copyright© 2017 Harris Williams & Co., all rights reserved.

HARRIS WILLIAMS & CO.

FactSet.

PNC Capital Markets.

S&P LCD stats.

PitchBook.

HW&Co. proprietary transaction information.

SOURCES

DISCLOSURES

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