Digital Media M&A Update January 2015

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1 Technology and Digital Media Investment Banking M&A Advisory Digital Media M&A Update January 2015 January 29, 2015 Generation Equity Advisors, LLC 8560 W. Sunset Blvd, Suite 500 West Hollywood, CA (310) TechMediaMergers.com

2 Generation Equity Advisors is an independent investment banking and M&A advisory firm focused exclusively on the global Software, IT Services and Digital Media industry sectors. We cover the IT Services sector comprehensively including companies that provide cloud services, systems integrators, IT consultants, hosting/data centers, VAR s and managed services firms. We advise buyers and sellers of companies and efficiently execute M&A transactions that help increase shareholder value. Our professionals have advised on $20+ billion in M&A transactions to date and have current clients and relationships globally with software, IT services and digital media companies as well as leading private equity firms. Aaron Solganick, CEO Generation Equity Advisors +1 (310) x101 aaron@generationequityadvisors.com Table of Contents: M&A Update Page 3 Digital Media M&A Update Page 5 M&A Spotlight Page 6 Digital Media Public Comparables Page 7 Sources for our research and data include: S&P Capital IQ, SEC Filings Yahoo! Finance, Company Websites and Third Party Research DISCLAIMER The information contained herein is of a general nature and is not intended to address the circumstances of any particular company, individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. We perform our own research and also use third party research. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. This is not an offer or recommendation to buy or sell securities nor is it a recommendation to merge, acquire, sell or exit a specific company or entity. We do not hold any equity or debt position in any of the securities listed herein as of the date of this report. Generation Equity Advisors, LLC Page 2

3 M&A Update 2014 was undoubtedly a breakout year for M&A dealmaking. Thompson Reuters reported that last year was the strongest year for dealmaking since before the recession with a 47% increase in the total value of worldwide M&A over Also, according to Bloomberg s Global M&A Market Review, North American deals increased by almost 55% in overall value compared to The leading sectors for last year were telecommunications and media, pharmaceuticals and healthcare, and energy. The drivers behind 2014 s M&A activity were the profusion of cash available to be deployed and low interest rate financing available. Additionally, while less applicable to the middle market, slower corporate growth and earnings lagging from recession recovery forced corporate giants to seek growth externally rather than focus on organic increases in revenue. The Wall Street Journal recently reported that in 2014, purchase price multiples reached 2007 levels, the pre-recession peak year. Like that pre-recession peak, multiples are being driven by high levels of leverage, with debt being available at well over 5x EBITDA. Deals for bigger companies, or those with $50 million or more in EBITDA, fetched an average of 9.7x EBITDA, just a hair lower than the 2007 level of 9.8x times EBITDA for such deals. Smaller companies were also sold for an average of 9.7x times EBITDA in 2014, higher than 9.3x average purchase price multiples that such companies were gone for in 2007, LCD s data show. Through November 2014, private equity firms paid an average of 9.7x a target company s trailing 12 months EBITDA, almost matching the historical high seen in The average multiple was up from 8.8x EBITDA in 2013, according to loan data tracker Standard & Poor s Capital IQ Leveraged Commentary and Data.

4 Private Equity Backed Exits According to deal research firm Preqin, 2014 represented the highest ever aggregate exit value for private equity buyout fund managers, with a total of 1,604 exits globally valued at $428bn. This is up over 30% on the total value of exits in 2013, and is the highest ever annual value of private equity-backed buyout exits. This has resulted in a significant increase in the level of capital being returned to buyout fund investors, which had almost surpassed the full-year 2013 amount as of November 2014 (the latest data available). The total value of deals in 2014 reached $332bn globally, the highest annual amount since Other Key Buyout Deal Market Facts for PE Backed Exits, According to Preqin: In 2014 there were 3,423 private equity-backed buyout deals announced globally with an aggregate value of $332bn, representing the highest aggregate deal value since 2007 and a 10% increase on North America saw $181bn of deals in 2014, a 2% fall on the aggregate value in the previous year despite an 11% rise in number of deals to 1,899. The total value of deals in Asia in 2014 ($42bn) was 68% higher than the 2013 figure, compared to a 16% drop in number of deals in the region to 270 in The aggregate value of public-to-private transactions saw a notable drop from accounting for 30% of the total deal value in 2013 to 10% in 2014, due largely to the takeprivate acquisitions of H.J. Heinz Company, Dell Inc. and BMC Software in 2013 which totalled $59.8bn. Small-cap investments valued at under $250mn accounted for 68% of the number of private equity deals announced globally in 2014, down from 76% in Deals in the mid-market range ($250mn - $1bn)comprised 24% of all deals in 2014, compared to 18% in the previous year M&A Outlook The continuation and expectations of these market factors will apparently make 2015 another record year in mergers & acquisitions. Ernst & Young s (E&Y) recently published US Capital Confidence Barometer suggests that the robust market will continue for the near term. An all time high of 80% of E&Y s respondents believe that the M&A market will improve in The majority of dealmakers asked were evaluating more than one deal and almost half were considering more than 5 potential transactions. E&Y also reports that the middle market will benefit from this bullish outlook. Expectations of deal value have significantly shifted toward middle market deals over the past 12 to 18 months. Prior M&A markets have been led by large cap transactions, followed by a period of focus on the middle market as acquirers fully digest their large acquisitions and reshape their future plans is on track to meet this trend. Pitchbook suggests that private equity has approximately $750 billion of dry powder available for dealmaking, along with a large portfolio of aging companies that will soon result in additional liquidity. Generation Equity Advisors, LLC Page 4

5 Digital Media M&A Update Merger & acquisition deal values in digital media, information & technology rose 48% in 2014 compared with The aggregate total value of announced M&A deals rose to $224 billion in 2014 from $151 billion in There were approximately 2,240 acquisitions announced in digital media, information & technology last year -- up from 2,020 in and activity should continue to pick up in Agency & marketing, information and digital content were the top three most active sectors last year, remaining steady from 2013 and Software, mobile, and digital content provided higher exit valuations in Announced deals in software represented $48 billion or 21.7% of the total -- up from $27 billion and 17.7% in followed by mobile, digital content and information, evenly distributed and each accounting for between 17.8% and 15.0% of the total. Facebook's WhatsApp acquisition for $19.7 billion substantially increased the value of mobile M&A s. While WhatsApp represents the largest deal, there were 48 M&A transactions above $1 billion in deal value last year, accounting for 61.9% of total reported deal value, compared with 34 transactions in 2013, accounting for 59.2% of total deal value. There were 28 deals in search and digital media sectors that included search, search engine optimization or paid-search marketing, and 178 deals categorized as digital agencies. Google, Yahoo, Publicis, and WPP Groupe were the most active acquirers in Overall, 2014 was an active year in the advertising technology sector, with 100 M&A transactions representing $7.5 billion in value, more than 3x the value of deals in Publicis Groupe's acquisition of digital agency Sapient for $3.7 billion was announced in November With advertisers wanting to use fewer vendors, we expect to see an increase of M&A activity around larger companies looking to gobble up smaller ones with specific services, as they attempt to become full-service providers. The largest ad tech deal in 2014 was Alliance Data's $2.4 billion acquisition of Conversant, formerly known as ValueClick, an affiliate marketing firm that enables companies to personalize ads and target users based on previous Internet searches. Conversant's technology will become an extension of Alliance Data's loyalty marketing services capabilities. Yahoo s $640 million acquisition of video ad provider BrightRoll (Nov 2014) was another move into video advertising. M&A will not slow in We see all of the economic elements for a strong M&A marketplace for 2015: an improving economy, strong balance sheets, low interest rates, current IPO filings and a rising stock market. Generation Equity Advisors, LLC Page 5

6 M&A Spotlight Yahoo! acquires BrightRoll for $640m in cash SUNNYVALE and SAN FRANCISCO Calif. November 11, 2014 Yahoo! Inc. (NASDAQ: YHOO) and BrightRoll, Inc. announced a definitive agreement for Yahoo to acquire BrightRoll, a leading programmatic video advertising platform. The transaction will combine Yahoo s premium desktop and mobile video advertising inventory with BrightRoll s programmatic video platform and publisher relationships to bring substantial value to advertisers on both platforms. BrightRoll is a large, growing and profitable business with net revenues expected to exceed $100 million this year. Yahoo expects the transaction to enhance its EBITDA. The acquisition will accelerate Yahoo s strategy, which is focused on search, communications, and digital content through growth in mobile, social, native, and video advertising. Acquiring BrightRoll will dramatically strengthen Yahoo s video advertising platform, making it the largest in the US. Online video advertising is increasingly fragmented across thousands, if not millions, of sites and mobile apps. More so than with traditional broadcast television, advertisers are seeking ways to buy online video advertising at scale across many sites in fewer, simpler transactions. BrightRoll provides an elegant solution, aggregating high-quality publishers together into a unified network and utilizing programmatic advertising and aggregation to allow real-time buying on the largest set of online video advertising inventory available. BrightRoll s approach not only benefits advertisers and publishers, but also improves experiences for consumers, through better quality, more relevant advertisements. BrightRoll is the industry s leading programmatic video advertising platform for reaching audiences across desktop, mobile and connected TV. BrightRoll powers digital video advertising for the world s largest brands and agencies, including 87 of the AdAge Top 100 US advertisers, all of the top 15 advertising agencies, and all 10 of the leading demand-side platforms BrightRoll served more video ads and reached more consumers in the US in 2014 than any other platform, according to comscore Tens of thousands of sites and mobile apps send approximately two billion requests per day to BrightRoll to monetize the inventory they worked hard to create Following the closing of the acquisition, expected in Q1 2015, BrightRoll will continue to offer its current suite of industry-leading products and services. With Yahoo s additional investment and global support, BrightRoll s platform and advertising solutions will continue to improve and expand. BrightRoll will retain their talented team of approximately 400 employees, all of whom will remain completely focused on digital video advertising. Fore more information, please refer to the following websites: Generation Equity Advisors, LLC Page 6

7 Digital Media Industry Sector Public Comparables CONSUMER/ADVERTISING Ticker Stock Price Market Cap EV/Revenue EV/EBITDA AOL AOL B Demand Media DMD M Facebook FB B Google GOOG B Groupon GRPN B IAC/Interactive Corp. IACI B WebMD WBMD B Yahoo! YHOO B Yelp YELP B Zillow Z B Zynga ZNGA B Average Median E-Commerce Ticker Stock Price Market Cap EV/Revenue EV/EBITDA Alibaba BABA B Amazon.com AMZN B Baidu BIDU B Ebay EBAY B Expedia EXPE B Orbitz OWW B Priceline PCLN 1, B Average Median Interactive Marketing Ticker Stock Price Market Cap EV/Revenue EV/EBITDA Digital River DRIV M LinkedIn LNKD B Marchex MCHX M Quinstreet QNST M YuMe YUME M Average Median Advertising Agencies Ticker Stock Price Market Cap EV/Revenue EV/EBITDA Havas HAVSF B Interpublic Group IPG B MDC Partners MDCA B Omnicom Group OMC B Publicis PUBGY B WPP WPPGY B Average Median EV = Enterprise Value Stock Prices and Market Data as of January 20, 2015

8 Generation Equity Advisors, LLC is an independent investment bank and M&A advisory firm focused exclusively on the global Software, IT Services, Internet and Digital Media industry sectors. We advise buyers and sellers of companies and efficiently execute transactions to increase shareholder value. Our professionals have advised on $20+ billion in M&A transactions to date and have current relationships globally with companies as well as leading private equity firms. Please contact for information regarding this report or to inquire about an M&A transaction: Aaron Solganick, CEO Generation Equity Advisors, LLC 8560 W. Sunset Blvd, Suite 500 West Hollywood, CA (310) TechMediaMergers.com Follow Us on Twitter: TechMediaMerger Generation Equity Advisors, LLC Page 8