DIGITAL MEDIA | INTERNET SECTOR REPORT€¦ · 3 Q1 2020 Internet & Digital Media Wrap-Up EXECUTIVE SUMMARY » Internet & Digital Media was a highly active category with ~$15.3Bn

INTERNET & DIGITAL MEDIA SECTOR REPORT

Q1 2020

With A Double Click on the Streaming Market

2

COVID-19 STATEMENT

We at GCA are closely monitoring the effects of the COVID-19 pandemic. First and

foremost, we are committed to ensuring our employees and families remain safe

and healthy and we hope you, your employees and loved ones remain safe and

healthy as well. We are incredibly grateful for everyone in the medical community,

as well as the numerous essential service providers keeping us safe and keeping our

communities running in these difficult times.

While this is an unprecedented time, deals are continuing to take place. Each

business—whether public or private, established or new, domestic or

international—has a unique set of needs. With this in mind, we want to offer our

expertise, insights and perspective to help you navigate this environment.

Please contact a member of our team to discuss what we are seeing in the market

and how you could best position your business at this time and in the future.

NOTE ABOUT THE CURRENT CLIMATE

3

Q1 2020 Internet & Digital Media Wrap-Up

EXECUTIVE SUMMARY

» Internet & Digital Media was a highly active category with ~$15.3Bn in M&A volume and ~$11.7Bn in financing volume during Q1 ‘20

— 17 M&A transactions closed in Q1 ‘20 including Penn National / Barstool (Internet Content), Najafi Companies / Tegna (Diversified Marketing) and Fox / Tubi (OTT Streaming); of these transactions, ~18% were completed by private equity firms via leveraged buyout

— 656 financings across all stages – from seed to LBO – in Q1 ’20 which was down ~8% from Q1 ’19

» High-profile, internet content M&A deals highlighted Q1 ‘20 activity, with strategic buyers looking to build out their offerings, remain

competitive and differentiate themselves from emerging competition while also looking to add significant brands and engaged audiences

― NuCom Group’s acquisition of The Meet Group (NASDAQ: MEET) and The San Vicente Group’s acquisition of Grindr represent

approximately $1.1Bn of deal value in Q1 ’20, illustrating further consolidation and activity in the mobile dating app business

» Transactions involving stand-out digital brands including The Ringer, Barstool Sports and The Athletic highlighted robust activity among content

creators and new digital platforms; this is thematically consistent with a trend we have been observing for years

— These three deals alone represent roughly $1.2Bn in overall digital media deal value in Q1 ‘20

» From a financing perspective, Q1 ’20 saw a number of well-established private equity firms invest in popular, growing consumer companies,

aiming to strengthen their foothold in the sector

» From a trading perspective, Marketplace companies lead the public company pack, trading at 4.8x EV / ’20E Revenue and 17.1x EV / ’20E EBITDA

on average

― Trading multiples for companies across digital media subsectors are deflated due to the public market impact of COVID-19

Notes:Sources: Capital IQ, PitchBook, PriceWaterhouseCoopers / NVCA MoneyTree Report, Wall Street Research.

Select Q1 Active Buyers Select Q1 Active Investors

4

GCA OVERVIEWStrong Sector Expertise Across Internet & Digital Media Team

MEDIA / ENTERTAINMENT

SEARCH & ONLINE ADVERTISING

INTERNET CONTENT

INTERNET COMMERCE

MARKETPLACE / NEW TECHNOLOGY

PUBLISHING

GAMING

SOCIAL MEDIA

HR TECHNOLOGY

DIVERSIFIED MARKETING TECHNOLOGY

SELECTED RECENT TRANSACTIONS

REPRESENTATIVE FOCUS AREAS GCA SECTOR TEAM

JOHN LAMBROSManaging DirectorNew [email protected]+1 (212) 999-7083

JOSHUA WEPMANManaging DirectorNew [email protected]+1 (212) 999-7092

KEVIN WALSHManaging DirectorSan [email protected]+1 (415) 318-3629

THOMAS EGLIManaging [email protected]+41 43 499 4341

Notes:The above transactions represent a compilation of past and current deals that GCA entities, including GCA Advisors, LLC, GCA Advisors Corporation and GCA Altium, have advised on.

5

Strategic Financing

NORTH AMERICA

– Expertise and relationships with high-growth private and public technology companies and private equity investors focused on this sector of the economy

– M&A, private capital and private funds advisory services

ASIA

– Strong relationships with leading global Japanese conglomerates and trade buyers

– Full-scope M&A advisory services, Mezzanine financing fund

EUROPE

– Extensive experience and relationships advising leading PE firms, innovative technology companies and corporates throughout Europe and the Nordics

– M&A and debt advisory business

GCA IS PLEASED TO ANNOUNCE ITSROLE AS EXCLUSIVE FINANCIAL ADVISOR TO:

GCA TRANSACTION ANNOUNCEMENT

Q1 2020 TRANSACTIONS

6

GCA OVERVIEWSelected Recent Internet & Digital Media Transactions

Notes:The above transactions represent a compilation of past and current deals that GCA entities, including GCA Advisors, LLC, GCA Advisors Corporation and GCA Altium, have advised on.

7

TA Associates’ Acquisition of Auction Technology Group (ATG)

GCA OVERVIEW

» On February 14, TA Associates announced it had acquired ATG

» GCA was appointed as ATG’s advisor in mid-2019 due to its experience in running multi-track processes and recent IPO credentials

» Two pre-emptive offers were received prior to launching a formal process, including one from TA Associates

» GCA continued the multi-track process up until three days before transacting in order to maximize process competitiveness and optionality

» As part of its offer, TA was seeking to simultaneously acquire ATG and a key competitor in the US – Proxibid

Headquarters: London, England

Founded: 1998

Description: Provider of online auction information and services to the fineart and antiques, industrial and commercial and surplus andreturns industries. The Company's services facilitate onlinetransactions, auction information and related services throughan online platform and trade magazines.

Combining ATG and Proxibid will give us the resources to invest in better tools for auctioneers and accelerate investment in marketing, which we believe will bring a steady stream of new online bidders. The companies are a natural cultural fit, both valuing the provision of a professional experience for our auctioneer and bidder clients.

John-Paul Savant,

CEO, ATG

TA Associates is excited to bring together these two profitable and growing online businesses. With their similar business models, technology and culture, as well as complementary geography and sector focus, we believe that Proxibid and ATG are an excellent match.

Morgan Seigler,

MD, TA Associates

“

“

“

“Transaction Overview ATG Overview

TA Associates Investment Rationale

Selected Transaction Commentary

ATG Product Overview

Five Marketplaces in Three Industry Verticals» Thesaleroom: Arts and antiques marketplace in the UK

» Lot-tissimo: Arts and antiques marketplace in the DACH region

» Bidspotter.com: Industrial and commercial marketplace in North

America

» Bidspotter.co.uk: Industrial and commercial marketplace in the

UK

» i-bidder: Consumer surplus and returns marketplace in the UK

Trade Magazine» ATG also owns and operates Antiques Trade Gazette, the leading

trade magazine for arts and antiques

» Provides insight and key information around the United

Kingdom’s specialist auctions and auctioneers

Notes:Sources: Company Website, PitchBook, Press Releases.

Online Auction Marketplace» ATG is an online marketplace connecting the world’s auctioneers

to a global bidder base

✓ Market-leading positions across multiple geographies with leading bidder and auctioneer numbers

✓ Strong financial growth profile benefiting from first-mover advantage and the virtuous circle of a marketplace model

✓ Numerous actionable growth opportunities

✓ Significant synergy potential with the combination of Proxibid

✓ Led by an exceptionally strong management team

8

SECTION IGCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’

9

Music & Podcasting Streaming Growth and Acceleration

GCA INTERNET & DIGITAL MEDIA: KEEP ON STREAMIN’

Notes:Sources: Goldman Sachs, Activate Consulting.

Streaming is mainstream – and whether a song, playlist or podcast, streaming audio represents one of the most exciting, dynamic and high-growth entertainment markets today

3240

4657

6575

88

103

120

140

164

'13A '14A '15A '16A '17A '18A '19E '20E '21E '22E '23E

Global Recorded Music Revenues ($Bn) U.S. Monthly Podcast Listeners (MM, Age 12+)

Physical Digital (excl. streaming) Streaming

Performance Rights Synchronization

29.9%

CAGR (2013A – 2023E)

STREAMING

17.8%

CAGR (2013A – 2023E)

LISTENERS

$1 $2 $3 $5 $7 $9 $11 $13 $16 $18 $20$15 $14 $15

$16$17

$19$20

$22$24

$26$28

'13A '14A '15A '16A '17A '18E '19E '20E '21E '22E '23E

10

Music Streaming Highlights


Notes:Sources: Goldman Sachs, Activate Consulting, Statista, Wall Street Research.1) As of September 2019.

44.5

44.2

31.5

25.9

21.8

16.5

15.3

» Tremendous rebound in the global music industry in recent years, largely driven by digital transformation and streaming ubiquity

― Growth in digital sales has outstripped the decline in physical sales

― Global recorded music revenues are projected to reach $22Bn in 2020E, with streaming representing roughly 60%

» Apple Music, Spotify and Pandora remain the most popular streaming services in the US; however, nearly 40% of listeners utilize more than one streaming service

» With both stability in streaming and better technology to monetize and track listening, songs are a real “asset class,” with valuations for premium libraries reaching 15-20x NPS

― Hipgnosis (LON: SONG), the only pure-play, publicly traded music royalty fund, has acquired 22 song catalogues with more than 6,000 songs since 2018

― Round Hill Capital, Kobalt Capital, Concord Bicycle, Tempo Music and many other funds are all aggressively competing for song libraries and IP ownership

» The increased direct exposure artists have to their fans through digital decreases dependence on traditional publisher relationships, which has fueled the growth of tech-enabled independent artists and record labels

U.S. Active Monthly Users (MM) (1)

Global Recorded Music Revenue Split ($Bn)

$13

$4

$3

$2

$36

$4

$3

$1 $12030E

2020E

Physical

Digital (excl. streaming)

Streaming Performance Rights

Synchronization

11

Steady and Growing Presence of the Artists Direct and Independent Segments


30.6% 30.3% 29.7% 30.3%

22.9% 22.6% 22.1% 20.6%

16.9% 17.5% 17.7% 18.3%

27.9% 27.2% 27.7% 27.4%

1.7% 2.3% 2.7% 3.4%

2015 2016 2017 2018

Independents

Artists Direct

Technology enables both lower cost and greater scale for artists direct and independent labels, who continue to take incremental market share from the major labels

Notes:Sources: Midia.

Independent labels have maintained their market share while Artists Direct have expanded their share versus the incumbents, a key driver to change throughout the industry

Global Recorded Music Industry Market Share

12

Live Concert Streaming is Here to Stay


Notes:Sources: Ludwig van Toronto, Akamai.

Live Concert Streams

Selected Market Commentary

» COVID-19 has accelerated the growth of live concert streaming, a promising area we have been tracking within the music sector

» Live streaming, which is reportedly a $5Bn market globally, is an inexpensive way for artists to expand their audience and deepen relationships with fans

― Bandsintown LIVE launched with Twitch on March 20th with a DJ Black Coffee concert and has become a hub for live concert superfans attracting more than 2.3MM views on this channel alone

― Andrea Bocelli’s “Music For Hope” classical music event on Easter Sunday streamed on YouTube and drew 2.8MM peak concurrent viewers making it the largest simultaneous audience for classical music

» Technology to support live virtual performances is in a very early stage

» Latency, privacy and security represent the largest hurdles to successful live concert performances, but companies large and small are working to minimize these disruptions, as they see tremendous opportunity in the live streaming market

» The broader live music industry will benefit from growth in streaming concerts through increased ticket sales and fan engagement

― People who stream concerts are 67% more likely to buy a ticket to a similar event in the future

Live is on the rise and rightfully so, but it is still in its infancy and is still the baby brother of broadcast video. The scale of the cloud and reach of the Internet have allowed different audiences to more easily reach their niche content and allows for advertisers to more accurately put relevant content in front of intenders.

Joe Green, VP,

Turner Broadcasting

Accessing live streams has become second nature to our audiences, whether that is within our own sites and apps, or on social sites. We now live stream multiple times a day across multiple platforms, along with 24/7 channel simulcast streams and major live events.

Alec Hendry,

Sr. Director, Viacom

“

“

“

“Date Artist Platform

3/18 John Legend

3/27 Kungs

4/12 Andrea Bocelli

4/24Thomas Rhett &Train

4/25 Jack Johnson

4/27 Brett Young

5/1Joe Jonas &Dillon Francis

13

Innovation Across the Music Value Chain


Notes:This is a representative list and may not include all relevant companies. If your company is not on the list and would like to be added for future publications, kindly shoot us a note at [email protected] and we would be happy to consider.

MUSIC VALUE CHAIN:

Artist Services & Rights Management

DistributionPublishingEngagement Tools

` ` `

` ` `

` `

`DSPs `DIY & Distribution

Rights Management Artist & Label Services Artist Platforms

AI Tools & Analytics Fan Engagement Video & Creative Live Event Management

`Distributors

`Major Labels ` Indie Labels`

Creator & Promotional Services

Large Scale Publishers Live Concert Streaming

Live ConcertStreaming

14

Downtown Music Holdings’ Acquisition of FUGA


» On January 22, Downtown Music Holdings announced that its subsidiary, AVL Digital Group, had acquired FUGA for an undisclosed amount

» FUGA will continue to function as a standalone business within Downtown's suite of distribution and monetization capabilities across AVL, while providing Downtown greater reach into the growing independent artist sector of the music industry

» As part of a broader enterprise, FUGA, its clients and partners will benefit from expanded resources, infrastructure and global scale to more quickly bring to market added services and innovation for music industry rights holders

Headquarters: Amsterdam, Netherlands

Founded: 2006

Description: FUGA connects music content providers and digital serviceplatforms using a B2B technology platform. The platformenables distributors, record labels, artist services companies andother rights holders to directly reach the world's musicstreaming market. In addition, FUGA provides full servicemarketing, promotion, monetization and label services to therapidly growing independent music sector.

The exceptional team at FUGA and their unique focus on providing best-in-class capabilities has put the company at the forefront of empowering the fastest growing sector of the music industry. Integrating FUGA is a natural next step for Downtown in developing businesses that support a more equitable and innovative music ecosystem.

Justin Kalifowitz,

CEO, Downtown

This acquisition will give FUGA the backing to achieve our global ambitions in this space so we can continue serving the independent music community, developing our service offering and improving our technology. We share a common business approach and philosophy with Downtown, one rooted in providing control and flexibility for creators and rights holders.

Pieter van Rijn,

CEO, FUGA

“

“

“

“Transaction Overview FUGA Overview

260+ Platform Connections


FUGA Product Overview

Music Distribution» Complete content management system

» Upload / create releases, re-compile catalog, create audio / video

bundles, set tracks to pre-order, timed release dates and more

Royalty Accounting Software» Collate income streams and issue customized royalty reports for

different deal structures

» Issue advances, set reserve payments, send statements and more

Neighboring Rights Collection» Direct member of 30+ societies worldwide

» Ability to register catalogues directly in each territory to

maximize income on behalf of an artist

Analytics» Filter by artist, label, territory, service and time period and sort

by gender, device type and age

» Financial dashboard provides picture of repertoire's revenues

Notes:Sources: Company Website, Pitchbook, Capital IQ, Press Releases.

15

22% 23% 25%29% 27%

30%33%

36%40%

44%

51%

11% 12% 12% 14% 12%15% 17%

21%24% 26%

32%

7% 8% 10%13% 15% 17%

22%

'09A '10A '11A '12A '13A '14A '15A '16A '17A '18A '19E

16%

25%

25%

16%

17%

1%

Podcasting Market Highlights


Notes:Sources: Andreessen Horowitz, Edison Research and Triton Digital.

% of Americans (Age 12+) Who Have Listened to a Podcast

144MM Ever

90MM Past month

62MM Past week

Average Weekly Time Spent Listening to Podcasts

< 1 Hour

1 – 3 Hours

3 – 5 Hours

5 – 10 Hours

> 10 Hours

» Podcasting is an early but explosive part of the broader streaming market, feeding off of digital distribution platforms and device ubiquity

― 65% of active listeners began listening in the last three years

― 22% of Americans listen on a weekly basis

― Overall, roughly 144MM Americans have listened to a podcast at some point

» Of those listening to podcasts, consumption is believed to be 6+ hours per week – it’s an obsession!

― Average of 6 hours and 37 minutes per week

― Average of 7 podcast episodes per week

» While Adam Currey of MTV-VJ fame is often cited as one of the first to “podcast” in 2004, Apple formally launched its Podcasts app in 2012, although the competition for podcast platform market share has been intense

― New entrants into the podcasting platform market have drained Apple of ~20% of its market share in the past few years

― With 4 acquisitions in the last 15 months in podcasting alone, Spotify has legitimized this market

Don’t know

16

52%

19%

29%

Leading Podcasting Platforms


4%

5%

6%

6%

7%

9%

12%

19%

21%

Podcast Listeners (Age 18+) by Service (1)

Anchor-Distributed Podcast Consumption (Hours) by Platform (2)

Platforms are Competing for Listeners

» Apple maintains an edge in the amount of podcast hours played, but listeners consume podcasts from a variety of other providers

» Although Apple’s users tend to spend more time on the app, Apple and Spotify have a similar number of users

» There exists a long tail of apps attracting a minority of listeners

― 20+ apps comprise the “Other” 29% of podcast hours played

Other

Notes:Source: Activate Consulting.1) As of October 2019.2) As of September 2018.

17

79%

21%

7%

9%

9%

13%

14%

Comedy

Society & Culture

Sports

News & Politics

Business

11%

10%

11%

20%

18%

18%

Advertising Drives Podcasting Profitability


Standalone Podcast Service Payment (Age 18+) (1)

79%

of monthly listeners have not paid for a podcast in the last twelve months

Reasons Consumers (Age 18+) Do Not Pay for Podcasts

Internet Users’ Reactions to Podcast vs. Radio Ads (2)

Podcast Ads Read by Host Radio Ads

Lift in Purchase Intent for Brands After Hearing Podcast Ad (2)

35% Satisfied with free content

28%Not interested in paid content

22% Do not mind ads

7%Prices are too high

5%Access podcasts through another paid service

2% Other

Enjoyment

Brand & Message Recall

Trust

Notes:Source: Activate Consulting.1) As of October 2019.2) As of 2017.

18

DATE INVESTOR TARGET AMOUNT RAISED

10/24/19 $30MM

08/30/19 ~$30MM

07/16/19 $60MM

02/06/19 $100MM

04/25/18 14MM

09/11/17 ~20MM

Selected Financing Activity

Podcasting Market Opportunity vs. M&A Activity


Notes:Sources: Capital IQ, PitchBook, Activate Consulting, PriceWaterhouseCoopers and Interactive Advertising Bureau (IAB), Andreessen Horowitz.

DATE ACQUIRER TARGET DEAL VALUE

03/23/20 Undisclosed

02/05/20 ~$250MM

01/29/20 $450MM

03/26/19 $56MM

02/06/19 ~$200MM

02/06/19 ~$140MM

09/13/18 $55MM

Selected M&A Activity

Ximalaya

» Podcast TAM has been elusive and complicated to identify with any accuracy given the early stages of the market

» PwC and IAB estimated podcast ad revenue would hit roughly $680MM in 2019E and roughly $1.0Bn in 2021E

» Within a year, Activate Consulting had revised its estimate for podcast ad revenue substantially, suggesting the value will roughly triple by 2023E

$0.3 $0.4

$0.5 $0.7

$0.8 $0.9

N/A

$0.3 $0.4

$0.6

$0.8

$1.0

$1.2

$1.6

2017A 2018E/A 2019E 2020E 2021E 2022E 2023E

November 2018 October 2019

» These estimates suggest podcasts are under monetized

― Ad spend is still very small compared to media channels such as Internet, TV and radio

» Alone, Spotify has spent roughly $650MM in the last 15 months to enhance its market presence

» Valuations suggest major players believe the market has greater potential and new monetization tactics are key

19Notes:Sources: Company Filings, Press Releases, Andreessen Horowitz.

Identifiable BrandsDrive Intrinsic Value

» Consumers engage with brands they can trust – The Ringer crushed it!

» Strong identity is a critical component of investing in brands

Industry Case Study: Spotify’s Acquisition of The Ringer


Ability for Spotify to

expand its sports and

entertainment

offerings, leveraging a

best-in-class editorial

team

Enables Spotify to

further refine its

listener targeting

within its walled garden

Immediately grow The

Ringer’s audience by

introducing Spotify’s

expansive listener

network

New opportunity for

monetization paired

with continued focus

on deepening audience

engagement

Maintain its position as

the world’s largest

audio streaming

platform by getting a

lead in the growing

podcast industry

New and bourgeoning

asset Spotify can use to

drive ad sales with its

dynamic in-stream ad

placement algorithm

1 Engaged Audience in a Desirable Demographic

» The Ringer attracts listeners who are generally educated millennials, but appeals to a broader age and gender demographic

2

Content is King, Again» The Ringer has a long pedigree of

developing top-tier content, which is a hallmark of the brand

» Bill Simmons, a true pioneer in sports media, has attracted a sizable creative team

4Podcast Consumption is Rapidly Growing

» 90MM Americans listen to podcasts monthly; 65% started in the last 3 years

» The Ringer’s podcasts receive more than 100MM episode downloads per month

3

Transaction Overview The Ringer Overview

Spotify Investment Rationale

» On February 5, Spotify announced that it

had acquired The Ringer for nearly $250M in

cash considerations paid over the next few

years

» The transaction is expected to close in Q2

‘20

» Spotify will maintain 100% of voting rights

and shares held in The Ringer Why We Like This Deal

Spotify has the unique ability to truly supercharge both content and creator talent across genres. We spent the last few years building [this] company and believe Spotify can take us to another level.

Bill Simmons, Founder, The Ringer

We look forward to putting the full power of Spotify behind The Ringer as they drive our sports strategy. As we set out to expand our sports and entertainment offerings, we wanted a best-in-class editorial team.

Dawn Ostroff, CCO, Spotify


“

“ “

“

Acquisition of

~$250MM

Headquarters: Los Angeles, CA

Founded: 2016

Employees: ~175

Description: Website, podcast network and scripted and non-scripted videoproduction house creating blend of sports, pop culture, politicsand tech content. The Ringer Podcast Network includes over 30popular podcasts, including “The Bill Simmons Podcast,” “TheRewatchables,” and “The Ryen Russilio Podcast,” among others.

20

Industry Case Study: Penn National’s Acquisition of Barstool Sports


LBO Capital Raise Strategic Sale

Date 1/7/16 1/23/18 1/29/20

Investor Chernin Group Chernin Group Penn National

Equity Sold / Raised $12.5MM $15MM $163MM

Valuation $24.5MM $100M $450MM

Utilize Barstool’s

nationally recognized

brand for retail and

online sports betting

and iCasino products

» On January 29, Barstool Sports announced that it had sold a 36% stake to Penn National Gaming (NasdaqGS: Penn) for ~$163MM in cash and convertible stock

» After three years, Penn will have the option to increase its ownership to ~$50% by purchasing an incremental stake of ~$62MM at the same $450MM valuation

» Upon completion of the transaction, both Penn and prior investor, The Chernin Group, will own 36% of the Company (TCG previously owned 60%), with Barstool employees owning the remaining 28%

» Penn to initially receive 2 of 7 board seats

Headquarters: New York, NY

Founded: 2003

Employees: ~400

Description: Leading digital sports, entertainment and media platform thatdelivers original content across blogs, podcasts, radio, video andsocial, supported by nearly 70 dedicated personalities. TheCompany has approximately 66 million monthly unique visitors,including an estimated 48% of males and 44% of females in theMillennial and Generation X generations across America.

We’re excited to partner with Penn National on Barstool Sports’ next chapter. With Erika’s leadership and Dave’s vision, the Company has realized remarkable growth over the last four years. We believe the marriage of the Barstool brand and passionate audience with Penn National’s gaming leadership will change the industry.

Mike Kerns, Partner,

The Chernin Group

This exciting new partnership with Barstool Sports reflects our strategy to continue evolving [into] a best-in-class omni-channel provider of retail and online gaming and sports betting entertainment. With its leading digital content, well-known brand and deep roots in sports betting, Barstool Sports is the ideal partner for Penn National.

Jay Snowden,

President / CEO, Penn

“

“

“

“

Leverage Barstool’s

complementary

audience of 66MM

monthly uniques with a

strong affinity for

sports and gaming

Reduce customer

acquisition costs by

incentivizing key

Barstool talent to

promote Penn’s

business

(2)

Sold Stake to

$450MM

Promote Penn’s land-

based casinos through

Barstool talent, live

events and tailored

content

Opportunity to launch

ancillary gaming

products and casinos

under the Barstool

brand

Use Barstool to help

create a bespoke

omni-channel sports

betting and casino

ecosystem for retail

and digital customers

Transaction Overview Barstool Overview

Barstool Fundraising Timeline


Penn National Investment Rationale

Notes:Sources: Company Filings, PitchBook, Capital IQ, Press Releases, LinkedIn.

21

SECTION IIQ1 ‘20 MARKET UPDATE

22

Select Q1 '20 Financing Transactions Quarterly Financing Volume ($Bn) (1)(2) Quarterly M&A Volume ($Bn) (4) Select Q1 '20 M&A Transactions

Company Amount ($MM) Acquirer Target EV ($MM)

$500 $8,700

$400 $1,395

$285 $879

$275 $615

$120 $588

$100 $569

$100 $513

$100 $450

Last 12 Months Digital Media & Internet Price Performance (5)

656

Q1 2020 Financing Transactions (1)(2)(3)

$11.7 Billion

Q1 2020 Financing Volume (1)(2)(3)

$15.3 Billion

Q1 2020 M&A Volume (3)(4)

17

Q1 2020 M&A Transactions (3)(4)

796 783671 690 710

787688 706 656

0

200

400

600

800

1000

$13 $12$15

$13 $13$15

$13 $13 $12

$0

$5

$10

$15

$20

$13 $14

$28 $30

$17$20

$35

$24

$15

$0

$10

$20

$30

$40

17 16

2532

1611

1520

17

0

10

20

30

40

San Vicente SPV

60.0%

75.0%

90.0%

105.0%

120.0%

135.0%

150.0%

4/1/2019 6/1/2019 8/1/2019 10/1/2019 12/1/2019 2/1/2020 4/1/2020

DEAL DASHBOARD

Notes:Sources: Capital IQ, PitchBook, PriceWaterhouseCoopers / NVCA MoneyTree Report.1) Criteria based on U.S. internet/mobile/telecommunications Series A and subsequent rounds of financings. 2) Financings include Venture and Private Equity Growth/Expansion activity for U.S. internet/mobile/telecommunications sectors. 3) Figures reflect total transactions and volume through end of most recent quarter. 4) Criteria based on U.S. target internet/digital media M&A deals with transaction enterprise values greater than $50MM. 5) Details on companies included can be found on the following page.

Quarterly Financing Deal Count (1)(2) Quarterly M&A Deal Count

Internet Content Gaming PublishersDiversified Marketing

Marketplace / New Technology

Social Media Internet CommerceSearch / Online

AdvertisingMedia /

Entertainment

26.0%

2.4%7.9%

0.6%

19.2%16.3%

(9.0)%(14.6)%(21.9)%

23

17.1x14.7x 14.4x

12.9x11.3x 11.3x 10.6x 10.3x

9.0x

Marketplace / NewEconomy

Internet Content Internet Commerce Search / Online Adv. Social Media Gaming Publishers DiversifiedMarketing

Media /Entertainment

4.8x4.3x

3.5x 3.4x3.1x

2.8x

2.0x 1.9x 1.9x

Marketplace / NewEconomy

Social Media Search / Online Adv. Internet Content Gaming DiversifiedMarketing

Publishers Internet Commerce Media /EntertainmentGaming Publishers Internet

CommerceInternet Content

Diversified Marketing

Search / Online Adv.

Marketplace / New

Economy

ENTERPRISE VALUE / 2020E REVENUE ENTERPRISE VALUE / 2020E EBITDA

INTERNET & DIGITAL MEDIA ECOSYSTEM

Social Media

Media / Entertainment

Social Media

Media / Entertainment


Internet Content

GamingSearch / Online Adv.

Internet Commerce

Marketplace / New

Economy

Publishers

2020E Revenue / 2020E EBITDA Multiple

3.1x / 11.3x4.8x / 17.1x 2.8x / 10.3x

SocialMedia

1.9x / 14.4x 2.0x / 10.6x

Gaming

4.3x / 11.3x 3.4x / 14.7x

Internet Commerce

1.9 / 9.0x3.5x / 12.9x

Marketplace / New Technology

PublishersMedia /

EntertainmentDiversified Marketing

Internet Content

Search / Online Advertisement

PUBLIC COMPANY VALUATION

Notes:Source: Capital IQ. Multiples <0x and >50x considered NM. Multiples represent mean value of sector group.

24

$12.6

$15.6

$27.5

$29.8

$20.4 $20.3

$34.5

$24.3

$15.3

Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20

Q1 2020 M&A DEAL DASHBOARD

($BN) Number of Deals M&A Volume

QUARTERLY M&A ACTIVITY (1)(2) SELECT Q1 2020 M&A TRANSACTIONS

Ann. Date Acquirer Target Enterprise Value

3/31 $235

3/25 $879

3/17 $440

3/17 $8,714

3/6 $615

3/5 $513

2/24 $1,395

2/19 $569

2/11 $588

2/5 $250

1/29 $450

Notes:Sources: Capital IQ, PitchBook, Wall Street Estimates. 1) Criteria based on U.S. target internet/digital media M&A deals with transaction enterprise values greater than $50MM. 2) Details on companies included can be found in the appendix.

17

16

25

31

11

15

20

San Vicente SPV

($MM)

17 17

25

$12.7 $12.3

$14.8

$12.6 $13.4

$15.1

$12.9 $12.7

$11.7

Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20

Q1 2020 FINANCING DEAL DASHBOARD

($BN) Number of Deals Financing Volume

QUARTERLY FINANCING ACTIVITY (1)(2)(3) SELECT Q1 2020 FINANCING TRANSACTIONS

($MM)

Ann. Date Company Selected Investors Amount Invested

3/30 $500

3/25 $120

3/19 $400

3/19 $100

2/12 $93

2/11 $275

1/27 $75

1/21 $100

1/14 $50

1/13 $100

1/8 $285

Notes:Sources: Capital IQ, PitchBook, PriceWaterhouseCoopers / NVCA MoneyTree Report. 1) Criteria based on U.S. internet/mobile/telecommunications Series A and subsequent rounds of financings. 2) Financings include Venture and Private Equity Growth/Expansion activity for U.S. internet/mobile/telecommunications sectors. 3) Figures reflect total transactions and volume through end of most recent quarter.

690

796783

671

710

787

688706

656

26

APPENDIX

27

APPENDIX – PUBLIC COMPANY VALUATIONS

Notes:Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM.

($MM), Except Per Share DataStock Trading Statistics Operating Metrics

Price LTM Price Range Equity Cash & Net Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Company 3/31/20 Low High Value Equiv. Debt Value CY 19A CY 20E CY 21E CY 19A CY 20E CY 21E 19A/18A 20E/19A 21E/20E CY 19A CY 20E CY 21E

Marketplace / New Economy

Shopify Inc. $416.93 $190.38 $593.89 $48,808 $2,468 ($2,316) $46,492 29.5x 21.5x 15.8x NM NM NM 47.0% 37.0% 35.8% 4.2% 2.1% 3.8%

Uber Technologies, Inc. $27.92 $13.71 $47.08 $48,226 $11,313 ($3,474) $44,752 3.2x 2.8x 2.2x NM NM NM 25.5% 11.4% 29.1% (20.0%) (12.3%) 0.6%

MercadoLibre, Inc. $488.58 $422.22 $756.48 $24,287 $2,459 ($1,442) $22,846 9.9x 7.6x 5.6x NM NM NM 59.5% 31.4% 34.7% (3.1%) (2.8%) 4.1%

Copart, Inc. $68.52 $55.69 $104.88 $16,013 $94 $426 $16,439 7.4x 7.0x 6.4x 18.1x 16.2x 15.6x 18.8% 5.9% 9.7% 40.8% 43.1% 40.8%

Peloton Interactive, Inc. $26.55 $17.70 $37.02 $7,452 $1,487 ($959) $6,493 5.3x 3.5x 2.4x NM NM NM 179.2% 53.3% 43.2% (15.5%) (6.6%) (1.8%)

Lyft, Inc. $26.85 $14.56 $76.10 $8,233 $2,850 ($2,374) $5,859 1.6x 1.5x 1.1x NM NM NM 67.7% 6.8% 36.6% (19.8%) (16.1%) (2.7%)

Etsy, Inc. $38.44 $29.95 $71.80 $4,534 $817 $56 $4,590 5.6x 4.4x 3.7x 24.9x 20.0x 15.7x 35.6% 28.6% 18.9% 22.5% 21.8% 23.4%

LendingTree, Inc. $183.39 $156.57 $434.94 $2,393 $60 $307 $2,700 2.4x 2.2x 1.9x 13.3x 11.9x 9.7x 44.7% 13.5% 15.1% 18.3% 18.0% 19.3%

Farfetch Limited $7.90 $5.99 $27.56 $2,683 $322 ($203) $2,480 2.4x 1.6x 1.3x NM NM NM 69.5% 49.4% 27.9% (12.5%) (6.0%) 0.4%

TripAdvisor, Inc. $17.39 $13.73 $56.60 $2,367 $319 ($152) $2,215 1.4x 1.6x 1.4x 5.1x 6.4x 5.2x (3.4%) (12.5%) 16.5% 27.9% 25.4% 27.0%

CarGurus, Inc. $18.94 $14.25 $42.82 $2,127 $172 ($102) $2,025 3.4x 3.6x 2.7x 27.8x 36.6x 17.0x 29.7% (4.0%) 32.5% 12.4% 9.8% 15.9%

Moneysupermarket.com Group PLC $3.78 $2.61 $5.23 $2,030 $32 $14 $2,044 4.0x 4.1x 3.9x 11.0x 11.6x 10.7x 13.5% (2.0%) 5.2% 36.0% 34.9% 35.9%

The RealReal, Inc. $7.01 $5.00 $30.05 $607 $363 ($363) $243 0.8x 0.6x 0.5x NM NM NM 48.8% 23.3% 31.1% (23.1%) (17.7%) (8.3%)

Mean 5.9x 4.8x 3.8x 16.7x 17.1x 12.3x 48.9% 18.6% 25.9% 5.2% 7.2% 12.2%Median 3.4x 3.5x 2.4x 15.7x 14.1x 13.2x 44.7% 13.5% 29.1% 4.2% 2.1% 4.1%

Social Media & New Platform

Facebook, Inc. $166.80 $137.10 $224.20 $475,455 $54,855 ($43,781) $431,674 6.1x 5.3x 4.4x 10.9x 10.5x 8.6x 26.6% 14.9% 20.4% 56.0% 50.5% 51.4%

Spotify Technology S.A. $121.44 $109.18 $161.38 $22,560 $1,797 ($1,091) $21,470 2.8x 2.4x 2.0x NM NM NM 26.1% 20.2% 20.7% 0.8% (0.7%) 1.1%

Twitter, Inc. $24.56 $20.00 $45.86 $19,178 $6,639 ($3,350) $15,828 4.6x 4.9x 3.7x 12.9x 17.7x 11.6x 13.7% (6.3%) 30.6% 35.5% 27.6% 32.3%

Snap Inc. $11.89 $7.89 $19.76 $16,886 $2,113 ($876) $16,010 9.3x 7.3x 5.4x NM NM 43.7x 45.3% 27.4% 34.6% (12.9%) (1.1%) 12.4%

LINE Corporation $48.42 $27.05 $50.28 $11,609 $2,097 ($48) $11,561 5.5x 4.5x 4.0x NM NM 34.1x 10.8% 22.0% 12.2% (6.5%) 8.3% 11.8%

Yelp Inc. $18.03 $12.89 $40.99 $1,295 $412 ($180) $1,115 1.1x 1.1x 1.0x 5.1x 5.8x 4.7x 7.6% (3.7%) 12.9% 21.5% 19.6% 21.6%


Search / Online Advertising

Microsoft Corporation $157.71 $118.38 $190.70 $1,199,550 $134,231 ($47,084) $1,152,466 8.6x 7.7x 6.8x 19.4x 17.0x 14.6x 13.3% 11.0% 13.2% 44.3% 45.5% 46.8%

Alphabet Inc. $1,161.95 $1,008.87 $1,530.74 $798,592 $119,675 ($103,708) $694,884 4.3x 3.9x 3.3x 11.8x 11.3x 9.4x 18.3% 11.0% 17.7% 36.5% 34.3% 35.0%

Yandex N.V. $34.05 $27.93 $48.95 $11,232 $1,422 ($1,052) $10,180 3.6x 3.5x 2.8x 11.9x 12.6x 9.5x 53.7% 2.0% 26.7% 30.2% 28.0% 29.4%

The Trade Desk, Inc. $193.00 $136.00 $323.78 $8,796 $255 ($66) $8,730 13.2x 10.5x 8.2x 41.7x 35.2x 26.6x 38.5% 26.2% 27.6% 31.7% 29.7% 30.8%

QuinStreet, Inc. $8.05 $5.76 $17.13 $416 $76 ($61) $355 0.7x 0.7x 0.6x 10.5x 6.4x 4.4x 8.2% 10.8% 11.8% 7.0% 10.4% 13.3%

The Rubicon Project, Inc. $5.55 $4.51 $13.11 $305 $89 ($66) $239 1.5x 1.3x 1.1x 9.6x 6.7x 4.9x 25.4% 15.7% 15.4% 16.0% 19.6% 23.4%

Criteo S.A. $7.95 $5.89 $22.96 $492 $419 ($251) $242 0.1x 0.3x 0.3x 0.8x 1.0x 1.0x (1.7%) (64.9%) 1.4% 12.8% 29.3% 28.7%

Marchex, Inc. $1.45 $1.10 $5.57 $61 $43 ($35) $26 0.2x 0.3x 0.3x 6.1x NM 14.4x 24.5% (13.0%) 4.0% 4.0% (3.3%) 1.9%


28






Internet Content

IAC/InterActiveCorp $179.23 $124.60 $278.85 $15,191 $3,159 $200 $15,391 3.2x 2.9x 2.5x 15.6x 14.4x 10.8x 11.6% 11.6% 14.6% 20.8% 20.2% 23.5%

GoDaddy Inc. $57.11 $40.25 $82.30 $9,911 $1,086 $1,632 $11,543 3.9x 3.5x 3.2x 17.6x 13.1x 11.5x 12.3% 9.8% 10.1% 22.0% 26.8% 27.8%

Zillow Group, Inc. $33.97 $18.65 $66.96 $7,109 $2,422 $91 $7,200 2.6x 1.9x 1.3x NM NM NM 105.7% 34.8% 54.3% 0.3% (1.3%) 0.4%

TEGNA Inc. $10.86 $9.61 $18.31 $2,371 $29 $4,267 $6,638 2.9x 2.3x 2.3x 9.4x 6.7x 7.8x 4.2% 27.1% (2.5%) 30.7% 33.7% 29.8%

eHealth, Inc. $140.82 $49.19 $152.19 $3,557 $23 $16 $3,572 7.7x 5.9x 4.7x 40.6x 27.5x 20.6x 105.4% 30.1% 24.6% 18.9% 21.4% 22.9%

TechTarget, Inc. $20.61 $15.32 $30.00 $578 $57 ($3) $575 4.3x 3.9x 3.6x 13.8x 11.9x 10.5x 10.4% 9.7% 9.1% 31.0% 32.9% 34.2%


Internet Commerce

Amazon.com, Inc. $1,949.72 $1,626.03 $2,185.95 $970,680 $55,021 $22,514 $993,194 3.5x 3.0x 2.5x 23.8x 19.7x 15.7x 20.5% 19.2% 17.1% 14.9% 15.1% 16.1%

Alibaba Group Holding Limited $194.48 $147.95 $231.14 $521,736 $51,302 ($33,725) $488,011 7.0x 5.7x 4.3x 21.9x 19.1x 13.2x 39.9% 21.3% 32.4% 31.7% 30.0% 32.8%

Netflix, Inc. $375.50 $252.28 $393.52 $164,772 $5,018 $11,354 $176,126 8.7x 7.2x 6.1x NM 39.5x 29.5x 27.6% 20.6% 18.5% 15.7% 18.3% 20.7%

Booking Holdings Inc. $1,345.32 $1,107.29 $2,094.00 $55,241 $7,310 $1,941 $57,182 3.8x 4.8x 3.8x 9.8x 14.4x 10.1x 3.7% (21.5%) 28.2% 38.8% 33.5% 37.3%

eBay Inc. $30.06 $26.02 $42.00 $23,930 $2,825 $5,597 $29,527 2.7x 3.1x 2.9x 8.0x 8.3x 7.8x 0.5% (11.0%) 6.4% 34.2% 36.8% 37.0%

Chewy, Inc. $37.49 $20.62 $41.34 $14,944 $212 $4 $14,947 4.2x 2.4x 2.0x NM NM NM (0.0%) 78.3% 19.0% (2.7%) 0.1% 1.2%

Qurate Retail, Inc. $6.11 $3.01 $17.55 $2,540 $673 $7,333 $9,873 0.7x 0.8x 0.8x 5.0x 5.3x 5.2x (4.3%) (4.7%) 1.1% 14.8% 14.6% 14.8%

Expedia Group, Inc. $56.27 $40.76 $144.00 $7,877 $3,841 $1,748 $9,625 0.8x 1.2x 0.8x 4.5x 9.1x 4.4x 7.5% (31.0%) 45.2% 17.6% 12.7% 18.3%

Zalando SE $38.45 $30.03 $53.95 $9,563 $1,166 ($544) $9,020 1.2x 1.1x 1.0x 19.9x 23.2x 14.6x 17.9% 10.7% 17.9% 6.2% 4.8% 6.5%

Wayfair Inc. $53.44 $21.70 $166.40 $5,043 $987 $1,383 $6,426 0.7x 0.6x 0.5x NM NM NM 34.6% 16.8% 19.4% (5.4%) (4.7%) (2.5%)

Grubhub Inc. $40.73 $29.35 $80.25 $3,741 $425 $188 $3,929 3.0x 2.7x 2.4x 21.8x 35.9x 24.0x 30.3% 9.4% 16.0% 13.7% 7.6% 9.8%

Cimpress plc $53.20 $43.99 $145.09 $1,394 $37 $1,543 $2,938 1.1x 1.4x 1.2x 6.7x 9.3x 7.1x 4.1% (22.6%) 16.9% 15.8% 14.7% 16.3%

Stamps.com Inc. $130.08 $32.54 $185.20 $2,219 $156 ($86) $2,132 3.7x 3.6x 3.4x 14.7x 14.8x 13.1x (2.6%) 2.2% 6.7% 25.4% 24.6% 26.2%

ASOS Plc $14.88 $12.14 $50.92 $1,245 $11 $621 $1,866 0.5x 0.5x 0.4x 12.6x 12.7x 6.6x 13.1% 5.0% 17.9% 4.3% 4.1% 6.7%

Stitch Fix, Inc. $12.70 $10.90 $32.34 $1,301 $301 ($151) $1,150 0.7x 0.6x 0.5x 47.0x NM 26.7x 26.7% 12.3% 18.3% 1.4% 0.1% 1.9%

Shutterstock, Inc. $32.16 $28.76 $48.34 $1,142 $303 ($246) $895 1.4x 1.3x 1.3x 8.9x 9.2x 8.3x 4.4% 3.2% 3.9% 15.5% 14.6% 15.4%

1-800-FLOWERS.COM, Inc. $13.23 $11.15 $21.77 $851 $296 ($126) $725 0.6x 0.5x 0.5x 8.2x 7.2x 7.1x 7.6% 7.6% 1.3% 6.8% 7.1% 7.2%

Quotient Technology Inc. $6.50 $4.55 $11.99 $583 $225 ($49) $534 1.2x 1.1x 1.0x 12.2x 9.2x 6.8x 12.7% 9.6% 13.4% 10.0% 12.2% 14.6%

Revolve Group, Inc. $8.64 $7.17 $48.36 $599 $65 ($65) $534 0.9x 0.8x 0.7x 9.8x 9.6x 7.1x 20.5% 13.1% 18.0% 9.0% 8.2% 9.4%

trivago N.V. $1.46 $1.33 $5.38 $515 $256 ($144) $371 0.4x 0.5x 0.5x 4.9x 9.3x 4.7x (10.2%) (28.3%) 19.4% 8.0% 5.9% 9.8%

Blue Apron Holdings, Inc. $12.05 $2.01 $28.84 $160 $44 $82 $242 0.5x 0.7x 0.6x NM NM 27.5x (31.9%) (19.2%) 14.9% (1.7%) 0.1% 2.1%

Overstock.com, Inc. $4.99 $2.53 $29.75 $201 $123 ($94) $107 0.1x 0.1x 0.1x NM NM NM (20.3%) (2.5%) 3.6% (5.6%) (3.1%) (2.7%)

Travelzoo $3.93 $3.04 $22.85 $45 $20 ($6) $39 0.3x 0.3x 0.3x 2.9x 2.7x 1.9x 0.1% 3.7% 4.7% 12.2% 12.5% 16.8%


29






Gaming

Tencent Holdings Limited $49.05 $40.28 $54.18 $465,826 $26,859 $6,535 $472,362 8.9x 7.3x 6.0x 23.4x 20.4x 17.0x 55.6% 22.3% 21.5% 38.1% 35.6% 35.2%

Activision Blizzard, Inc. $59.48 $41.84 $64.53 $45,753 $5,859 ($2,911) $42,842 6.6x 6.3x 5.8x 19.5x 16.7x 14.6x (13.5%) 5.2% 9.2% 33.9% 37.6% 39.4%

NetEase, Inc. $320.96 $209.01 $361.00 $41,070 $10,347 ($7,863) $33,208 3.9x 3.4x 3.1x 13.0x 12.8x 11.3x (12.9%) 13.4% 12.2% 30.1% 26.8% 27.1%

Electronic Arts Inc. $100.17 $85.69 $114.13 $29,017 $5,602 ($4,364) $24,653 4.6x 4.7x 4.3x 13.0x 13.9x 11.7x 1.8% (3.1%) 10.7% 35.1% 33.9% 36.5%

NAVER Corporation $139.83 $87.60 $159.98 $20,261 $3,548 ($1,741) $18,521 3.2x 3.0x 2.7x 20.5x 15.6x 12.3x 13.8% 6.8% 13.4% 15.8% 19.5% 21.8%

Ncsoft Corporation $536.29 $371.38 $596.34 $11,052 $1,535 ($1,225) $9,827 6.7x 4.4x 3.8x 20.2x 10.5x 8.6x (4.4%) 52.7% 15.2% 33.1% 41.5% 44.2%

Ubisoft Entertainment SA $73.82 $43.84 $94.00 $8,844 $1,776 $476 $9,320 5.0x 4.1x 3.1x 10.9x 7.5x 5.9x (16.9%) 24.6% 31.3% 46.3% 54.4% 51.9%

Zynga Inc. $6.85 $5.22 $7.42 $6,518 $1,361 ($645) $5,873 4.4x 3.6x 3.1x 19.2x 16.2x 13.6x 45.7% 23.1% 15.2% 23.1% 22.3% 23.0%

Glu Mobile Inc. $6.29 $3.98 $11.75 $944 $127 ($86) $858 2.1x 1.9x 1.7x 21.3x 20.7x 12.5x 12.2% 11.4% 12.3% 9.8% 9.0% 13.3%

DeNA Co., Ltd. $10.98 $9.69 $21.61 $1,575 $795 ($697) $878 0.8x 0.7x 0.8x NM 8.0x 4.5x (4.8%) 5.6% (2.4%) (3.4%) 9.4% 17.1%

Changyou.com Limited $10.70 $5.43 $20.55 $574 $306 ($306) $267 0.6x 0.5x 0.5x 1.9x 1.6x 1.7x (6.3%) 9.3% 3.7% 30.6% 32.6% 31.3%

GungHo Online Entertainment, Inc. $14.05 $12.63 $38.57 $954 $796 ($793) $160 0.2x 0.2x 0.2x 0.5x 0.7x 1.0x 11.1% (16.6%) (5.2%) 32.0% 28.6% 22.1%

GREE, Inc. $3.88 $3.17 $5.18 $894 $817 ($817) $77 0.1x 0.1x 0.1x 1.5x 1.6x 1.4x (6.6%) (1.4%) 1.0% 8.0% 7.8% 8.8%

Mean 3.6x 3.1x 2.7x 13.7x 11.3x 8.9x 5.8% 11.8% 10.6% 25.6% 27.6% 28.6%Median 3.9x 3.4x 3.1x 16.1x 12.8x 11.3x (4.4%) 9.3% 12.2% 30.6% 28.6% 27.1%

Media Conglomerates / Selected Entertainment

Comcast Corporation $34.38 $31.71 $47.74 $156,533 $5,500 $106,489 $263,022 2.4x 2.3x 2.3x 7.7x 7.8x 7.4x 15.3% 3.1% 3.1% 31.5% 30.2% 30.9%

The Walt Disney Company $96.60 $79.07 $153.41 $174,405 $6,833 $45,099 $219,504 2.9x 2.9x 2.5x 11.9x 14.9x 10.3x 26.5% 2.0% 16.3% 24.6% 19.2% 23.9%

Sony Corporation $59.67 $43.19 $75.40 $72,051 $7,927 $9,501 $81,551 1.3x 1.0x 0.9x 7.1x 7.4x 6.3x (3.2%) 24.4% 8.7% 17.8% 13.9% 14.9%

Vivendi SA $21.46 $18.24 $29.33 $25,565 $2,667 $6,755 $32,320 1.8x 1.8x 1.7x 13.7x 12.0x 10.9x 10.9% 3.4% 4.3% 13.2% 14.6% 15.4%

ViacomCBS Inc. $14.01 $10.10 $53.71 $8,598 $632 $20,288 $28,886 1.0x 1.0x 1.0x 4.9x 5.2x 4.8x 2.1% 2.7% 5.1% 21.2% 19.3% 19.9%

Discovery, Inc. $19.44 $17.12 $33.66 $13,383 $1,563 $14,809 $28,192 2.6x 2.5x 2.4x 6.0x 6.6x 6.2x 8.2% 4.5% 1.8% 43.2% 37.5% 39.0%


30






Publishers

Thomson Reuters Corporation $67.64 $53.55 $77.60 $33,485 $1,358 $2,280 $35,765 6.1x 5.8x 5.6x 23.8x 18.4x 17.3x 7.4% 4.2% 4.1% 25.4% 31.6% 32.3%

Informa plc $5.51 $4.07 $11.22 $6,897 $258 $3,516 $10,413 2.7x 3.3x 3.0x 7.8x 10.7x 8.4x 26.8% (16.9%) 10.6% 34.8% 30.7% 35.2%

Pearson plc $6.88 $5.44 $11.84 $5,154 $599 $1,657 $6,811 1.3x 1.4x 1.4x 7.0x 8.7x 8.3x (2.6%) (8.3%) 1.8% 19.1% 16.7% 17.1%

Lagardère SCA $12.64 $8.95 $27.76 $1,624 $1,025 $5,115 $6,739 0.8x 0.9x 0.8x 8.6x 11.0x 9.8x 2.9% (10.2%) 9.3% 9.6% 8.5% 8.7%

News Corporation $8.98 $7.97 $15.07 $5,283 $1,272 $1,488 $6,771 0.7x 0.7x 0.7x 6.4x 6.0x 5.6x (0.8%) 4.5% (0.7%) 11.6% 11.8% 12.8%

The New York Times Company $30.71 $26.13 $40.22 $5,110 $432 ($369) $4,741 2.9x 2.5x 2.4x 20.1x 21.5x 17.7x 0.9% 16.1% 5.7% 14.6% 11.8% 13.5%

Meredith Corporation $12.22 $11.76 $60.95 $554 $21 $2,858 $3,412 1.2x 1.1x 1.1x 5.5x 4.6x 5.0x (1.3%) 7.1% (0.8%) 21.2% 23.6% 21.8%

Gannett Co., Inc. $1.48 $1.06 $11.35 $167 $156 $1,825 $1,992 1.1x 0.5x 0.5x 10.9x 4.1x 4.1x 22.4% 112.2% (4.7%) 9.8% 12.2% 12.8%



Experian plc $28.03 $22.70 $36.43 $25,231 $156 $4,212 $29,443 6.1x 5.5x 5.2x 17.4x 15.5x 14.3x 0.0x 0.1x 0.1x 0.3x 0.4x 0.4x

Alliance Data Systems Corporation $33.65 $20.51 $182.95 $1,603 $3,874 $18,726 $20,328 23.8x 3.8x 3.8x 15.6x 17.6x 16.5x -0.1x 5.2x 0.0x 1.5x 0.2x 0.2x

Equifax Inc. $119.45 $103.01 $164.77 $14,569 $401 $3,082 $17,651 5.0x 4.8x 4.5x 15.0x 14.1x 12.9x 0.0x 0.1x 0.1x 0.3x 0.3x 0.4x

WPP plc $6.86 $5.60 $13.51 $8,310 $3,932 $5,019 $13,329 0.8x 1.0x 1.0x 4.4x 6.2x 5.6x -0.1x -0.2x 0.0x 0.2x 0.2x 0.2x

Nielsen Holdings plc $12.54 $11.84 $27.28 $4,469 $454 $8,358 $12,827 2.0x 1.9x 1.9x 6.9x 6.9x 6.7x 0.0x 0.0x 0.0x 0.3x 0.3x 0.3x

The Interpublic Group of Companies, Inc.$16.19 $11.63 $25.20 $6,279 $1,192 $3,831 $10,110 1.2x 1.2x 1.1x 7.0x 7.0x 6.6x 0.1x 0.0x 0.0x 0.2x 0.2x 0.2x

HubSpot, Inc. $133.19 $90.84 $207.98 $5,766 $962 ($353) $5,412 8.0x 6.5x 5.4x NM NM 41.5x 0.3x 0.2x 0.2x 0.1x 0.1x 0.1x

MDC Partners Inc. $1.45 $1.02 $3.44 $104 $131 $824 $928 0.6x 0.6x 0.6x 5.3x 4.7x 4.3x 0.0x 0.0x 0.1x 0.1x 0.1x 0.1x

Yext, Inc. $10.19 $9.57 $22.65 $1,180 $256 ($132) $1,048 3.5x 2.9x 2.3x NM NM NM 0.3x 0.2x 0.2x -0.2x -0.1x -0.1x

Harte Hanks, Inc. $1.57 $1.45 $3.97 $10 $28 $11 $21 0.1x 0.1x 0.1x NM 10.6x 2.7x -0.2x -0.2x 0.0x 0.0x 0.0x 0.0x


31

APPENDIX – RECENT ACQUISITIONS

Notes:Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM. Disclosed transactions with Enterprise Value <$50MM not included.(1) Multiples based on Capital IQ consensus estimates.(2) Value based on Wall Street Estimates.

($MM)

Announced Date Acquirer Target Enterprise Value EV / LTM Rev. EV / LTM EBITDA EV / NTM Rev. EV / NTM EBITDA

3/31/2020 $235 NA NA NA NA

3/25/2020 $879 NA NA NA NA

3/17/2020 $440 2.4x NA NA NA

3/17/2020 $8,714 3.8x 11.9x NA NA

3/6/2020 $615 NA NA NA NA

3/5/2020 $513 2.5x 25.7x NA NA

2/24/2020 $1,395 5.4x 14.0x NA NA

2/21/2020 $52 NA NA NA NA

2/19/2020 $569 5.4x 9.2x NA NA

2/11/2020 $588 2.6x 12.5x NA NA

2/10/2020 $66 1.1x 5.2x NA NA

2/5/2020 $200 NA NA NA NA

2/4/2020 $140 NA NA NA NA

San Vicente SPV

(1)

(1)

(1)

(2)

(2)

(2)

32

Notes:Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM. Disclosed transactions with Enterprise Value <$50MM not included. (1) Multiples based on Capital IQ consensus estimates.


($MM)


1/29/2020 $450 NA NA NA NA

1/22/2020 $65 NA NA NA NA

1/21/2020 $300 2.7x NA NA NA

1/14/2020 $73 1.9x 12.2x 1.5x 11.2x

12/20/2019 $150 NA NA NA NA

12/20/2019 $691 2.7x NM 2.6x 27.6x

12/19/2019 $441 5.5x NM 4.8x NM

12/18/2019 $675 0.7x NM NA NA

12/18/2019 $145 5.5x NA NA NA

12/18/2019 $75 NA NA NA NA

12/17/2019 $4,677 3.7x 14.3x 3.5x 11.3x

12/16/2019 $3,197 2.5x 15.5x 2.4x 9.4x

12/5/2019 $51 NA NA NA NA

(1)

(1)

(1)

(1)

(1)

(1)

(1)

33


Notes:Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM. Disclosed transactions with Enterprise Value <$50MM not included.(1) Multiples based on Capital IQ consensus estimates.(2) Value based on Wall Street Estimates.

($MM)


12/4/2019 $2,010 7.7x NM NM NM

11/25/2019 $4,050 3.6x NA NA NA

11/20/2019 $4,000 20.0x NA 11.4x NA

11/19/2019 $140 NA NA NA NA

11/19/2019 $118 0.6x 6.4x 0.6x 5.7x

11/18/2019 $380 NA NA NA NA

10/22/2019 $2,878 3.7x 12.5x 3.5x 10.0x

10/22/2019 $215 5.4x NA NA NA

10/21/2019 $150 3.3x NA NA NA

10/16/2019 $110 NA NA NA NA

10/8/2019 $150 2.6x 14.6x NA NA

9/26/2019 $118 NA NA NA NA

9/24/2019 $100 NA NA NA NA

(1)

(1)

(1)

(1)

(2)

34


Notes:Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM. Disclosed transactions with Enterprise Value <$50MM not included. (1) Multiples based on Capital IQ consensus estimates.

($MM)


9/24/2019 $1,000 NA NA NA NA

9/5/2019 $3,500 NA NA NA NA

9/2/2019 $152 1.9x NA NA NA

8/23/2019 $615 NA NA NA NA

8/22/2019 $4,535 3.8x 37.0x 3.2x 15.2x

8/13/2019 $20,947 1.6x 6.7x 1.5x 6.9x

8/8/2019 $92 NA NA NA NA

8/5/2019 $68 NA NA NA NA

8/5/2019 $2,296 0.8x 7.9x 0.8x 7.9x

7/29/2019 $66 1.9x NA NA NA

7/26/2019 $906 3.5x 15.7x 3.4x 11.1x

7/24/2019 $53 1.6x 17.7x NA NA

7/1/2019 $79 NA NA NA NA

(1)

(1)

(1)

(1)

(1)

(1)

MJR Theatres(1)

35


Notes:Sources: Capital IQ, Wall Street Estimates. Multiples <0x and >50x considered NM. Disclosed transactions with Enterprise Value <$50MM not included. (1) Multiples based on Capital IQ consensus estimates.(2) Value based on Wall Street Estimates.

($MM)


6/24/2019 $200 NA NA NA NA

6/24/2019 $150 NA NA NA NA

6/11/2019 $405 9.5x NA NA NA

6/6/2019 $2,600 28.9x NA 17.3x NA

6/4/2019 $1,193 3.7x 32.9x 3.5x 17.3x

6/3/2019 $120 NA NA NA NA

5/3/2019 $10,600 2.8x NA NA NA

4/30/2019 $200 NA NA NA NA

4/17/2019 $262 NA NA NA NA

4/14/2019 $4,400 2.3x 8.2x NA NA

4/3/2019 $207 NA NA NA NA

3/26/2019 $56 NA NA NA NA

3/26/2019 $3,100 NA NA NA NA

(1)

(1)

(2)

(2)

36

APPENDIX – IPOS IN PUBLIC REGISTRATION

Notes:Sources: Capital IQ, Public Filings.

($MM)

Offering Amounts $10MM or Greater

Primary Initial Initial Offering LTM

Issuer Industry Filing Date Amount Description Revenue EBIT % Adj. EBITDA

Advertising 06/27/19 $26

Offers holographic AR advertising software

enables users to insert into video footages real

or animated three-dimensional objects;

products consist primarily of payment

software, game distribution , and holographic

software.

$39 45% $20

Entertainment 10/28/19 $45

Operates an interactive audio entertainment

and online audio platform, as well as an app

that allows users to record and share their

voices on mobile devices.

$168 NM NM

37

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38

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This report was prepared by GCA Advisors, LLC, a registered broker-dealer and member of FINRA and SIPC. Sources of data include Capital IQ and other news organizations. Information obtained from third-party sources is considered reliable, but we do not guarantee that the information herein is accurate and complete. The report shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities mentioned herein; past performance does not guarantee future results. Recipients of this report should not interpret the information herein as sufficient grounds for an investment decision or any other decision.

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