2. 2
Capital Markets – U.S. Internet Advertising companies continue to outpace their international
counterparts and outperform the S&P 500 and MSCI Europe indexes, though they have recently
begun underperforming against the NASDAQ
Trading Multiples – U.S. Internet Advertising companies are trading at a median LTM revenue
multiple of 1.9x, while International Internet Advertising companies are trading at a median LTM
revenue multiple of 4.9x
M&A Activity – M&A activity reached a 3-year high in 4Q 2014, with 53 deals, before dropping
in 1Q 2015 and 2Q 2015, with 42 deals and 40 deals respectively. Notable recent transactions
include Rubicon’s acquisition of Chango ($100M), Oracle’s acquisition of Datalogix ($1.1B),
Twitter’s acquisition of TellApart ($532M) and BlueFocus’ acquisition of Domob Network
Technology ($289M)
Investment Activity – Investment volume and aggregate values declined in 2Q 2015 to 65
investments and $458M in value, from 1Q 2015 with 66 investments and $1.7B in value. Notable
recent investments include Panshi ($200M), Lattice Engines ($28M), and Magnetic Media ($25M)
Executive Summary
3. 3
-40.00%
-20.00%
0.00%
20.00%
40.00%
60.00%
80.00%
100.00%
120.00%
Capital Markets Performance
Since 2012, U.S. Internet Advertising companies (+67.5%) have underperformed the NASDAQ (+88.3%),
but outperformed S&P 500 (+61.6%), and MSCI Europe (+26.5%) indexes, along with their international
counterparts (+43.7%)
NASDAQ:
+88.3%
MSCI Europe:
+26.5%
S&P 500:
+61.6%
Int'l. Internet
Advertising
Companies:
+43.7%
Source: Capital IQ; refer to public comps for constituents
U.S. Internet
Advertising
Companies:
+67.5%
4. 4
7.7x
4.6x
5.3x 5.5x
3.1x
0.7x
0.0x
1.0x
2.0x
3.0x
4.0x
5.0x
6.0x
7.0x
8.0x
9.0x
LTM Revenue Multiple
Internet Advertising Comparable Public Companies
International Internet Advertising Companies
U.S. Internet Advertising Companies
4.6x
7.0x
2.1x
5.4x
7.3x
2.3x
4.1x
0.8x
1.5x
0.9x
1.9x 1.5x
0.7x 0.7x
0.1x
0.0x
2.0x
4.0x
6.0x
8.0x
LTM Revenue Multiple
Median:
1.9x
Median:
4.9x
Source: Capital IQ; companies arranged by descending enterprise value
8. 8
Top Acquirers in Internet Advertising Market
Buyer # Acquisitions Total Value ($M) Targets
Google 8 1,025.0 Admeld, Adometry, Channel Intelligence, Incentive Targeting, mDialog, Red Hot Labs, Wildfire, Zave Networks
Yahoo! 8 975.5 5to1.com, AdMovate, Brightroll, Flurry, Interclick, Luminate, Palaran, Ztelic
Oracle 6 4,408.7 BlueKai, Datalogix, Eloqua, Involver, Responsys, Vitrue
Adobe 5 1,178.0 Auditude, Demdex, Efficient Frontier, Neolane, Search Discovery
Facebook 5 382.0 LiveRail, Microsoft Corporation (Atlas Advertiser Suite Assets), Onavo, Pryte, Threadsy
Top Acquirers by Volume – Five or More Acquisitions, 2011 – Present
Buyer Total Value ($M) Targets
Oracle 4,408.7 BlueKai, Datalogix, Eloqua, Involver, Responsys, Vitrue
Salesforce 3,515.0 Buddy Media, ExactTarget, Radian6
Alliance Data Systems 2,300.0 Conversant
Harland Clarke 1,947.0 Valassis
SAP AG 1,381.0 Hybris, KXEN, SeeWhy
Adobe 1,178.0 Auditude, Demdex, Efficient Frontier, Neolane, Search Discovery, Tumri Inc.
DealerTrack Holdings 1,048.5 ClickMotive, Dealer Dot Com
Google 1,025.0 Admeld, Adometry, Channel Intelligence, Incentive Targeting, mDialog, Red Hot Labs, Wildfire, Zave Networks
Yahoo! 975.5 5to1.com, AdMovate, Brightroll, Flurry, Interclick, Luminate, Palaran, Ztelic
DG 597.6 EyeWonder, MediaMind Technologies, Peer39, Republic Project
Twitter 532.6 AdGrok, RestEngine, TellApart
IBM 500.1 Now Factory, The Silverpop Systems, Tealeaf Technology, Inc.
Extreme Reach 485.0 DG
Top Acquirers by Total Transaction Value – $450M or More, 2011 – Present
Source: 451 Group
9. 9
On April 28th, 2015
ACQUIRED
Transaction Overview:
$532.6M acquisition of TellApart by Twitter
- $532.6M in stock through issuance of 12.6M shares of common stock
TellApart had $17.7M in VC funding at the time of the acquisition
Target Description:
Provides predictive marketing and customer analytics SaaS that enables personalized
cross-device retargeted ads, as well as mobile, social media and email campaigns, for e-
retailers and marketing teams.
Transaction Commentary:
“TellApart’s strengths in personalization, dynamic product ads, commerce data and with
retail advertisers are strong complements to Twitter’s deep experience in mobile,
understanding users and the app ecosystem,” said Josh McFarland, Co-Founder & CEO of
TellApart
"TellApart brings deep expertise in performance advertising, driving cost-effective return
on investment through dynamic product ads and email marketing. With continued
investment and expansion through our global sales teams, we believe we can extend
TellApart’s services internationally and to industries beyond retail,” elaborated Kevin Weil,
Twitter’s Senior VP of Product
Internet Advertising Market: M&A Case Study
_______
Source: 451 Group, Twitter’s Company Website, TechCrunch
12. 12
Top Seed and Series A Investors in Internet Advertising Market
Investor Investments Targets
500 Startups 26
AdStage, BackType Boostable, Capseo, Central Mayoreo, Conekta, Crowdrally ,Iterable, LocBox, MarketVibe, PostRocket, Privy,
Regresa Pronto, Samba Ads, ShareRoot, Spinnakr, Unbounce Marketing, Vid Network, Virool, Vungle
SV Angel 14 Booshaka, Boostable, Custora, Heap, Moat, Nomi, NowSpots, Pipewise, SocialFlow, TT Labs, Tubular Labs, Vungle
Y Combinator 11 AdGrok, BackType, Boostable, Custora, Heap, LocalOn, Orankl, Reebee, TT Labs, Virool
First Round Capital 10 Altruik, Elicit, Handshakez, Jirafe, Moat, Nomi, Say Media, SinglePlatform, Solve Media
RRE Ventures 9 Bloglovin, BlueTrain Mobile, ividence, Pontiflex, Say Media, SinglePlatform, SocialFlow, Yieldbot
TechStars 9 AdYapper, Bizible, inRentive, MarketVibe, Mavrck, Mobintent, Simple Energy, SimpleRelevance, Splashscore
Lerer Hippeau Ventures 8 Bloglovin, Bottlenose, Brandtale, Fuisz Media, GraphEffect, Moat, Tubular Labs
Greycroft Partners 7 Custora, Elicit, Media Armor, Molio, Nomi, TagMan
Betaworks 6 Bloglovin, Namo Media, SocialFlow, Teleportd
Atlas Venture 5 Bluetrain Mobile, InsightSquared, Privy, Unbounce Marketing
CommonAngels 5 InsightSquared, Linkable Networks, Yieldbot
Draper Associates 5 Autopilot, MomentFeed, Vungle
ff Venture Capital 5 Bottlenose, Elicit, Movable Inc, Parse.ly
Founder Collective 5 BackType, Custora, GraphEffect, Moat, ThriveHive
Top Investors by Volume, 2011 – Present
_______
Source: PitchBook; number of investments may include follow-on investments in same target
13. 13
Top Series B and C Investors in Internet Advertising Market
Investor Investments Targets
Greycroft Partners 10 Netsertive, Performance Horizon Group, Resonate Networks, Skimbit, SteelHouse, TagMan
Sequoia Capital 9 AgilOne, Dianping.com, Flite, Innovid, Lattice Engines, Taykey
Battery Ventures 8 BrightEdge Technologies, Kontagent, Sprinklr, Tapad, Tealium
First Round Capital 7 33Across, DoubleVerify, Moat, Solve Media, VigLink
Intel Capital 7 BrightEdge Technologies, HookLogic, Movable Inc, SmartZip Analytics, Sprinklr, Vizury
Lightspeed Venture Partners 7 BloomReach, Dianping.com, Evariant, Eyeviewdigital, MediaV, MyBuys
New Enterprise Associates 6 BloomReach, Compass Labs, Lattice Engines, TrackMaven, Videology, WibiData
Redpoint Ventures 6 55social, Adap.tv, nadco, Intent Media, The Miaozhen Systems
Baird Capital 5 BrightTag, ClickFuel, eDo Interactive, WordStream
Draper Fisher Jurvetson 5 ignitAd, InsightSquared, iSocket, Servio
Ignition Partners 5 Dianping.com, Moz, Visible Technologies
Top Investors by Volume, 2011 – Present
_______
Source: PitchBook; number of investments may include follow-on investments in same target
14. 14
Top Series D+ Investors in Internet Advertising Market
Investor Investments Targets
Norwest Venture Partners 8 Act-On Software, Komli Media, True[x] Media, Turn
Draper Fisher Jurvetson 7 4INFO, AdXpose, Flurry, Komli Media, PubMatic, SugarCRM, Tremor Video, Yodle
Accel Partners 5 AdRoll, Genius.com, OpenX Software, YuMe
Battery Ventures 5 BrightEdge Technologies, Lotame, Marketo, Sprinklr, Tealium
Focus Ventures 5 Delivery Agent, Marin Software, Turn
Institutional Venture
Partners
5 AdRoll, Buddy Media, Marketo, xAd, Yext
Menlo Ventures 5 DataXu, Flurry, YuMe
SAP Ventures 5 Criteo, Marin Software, OpenX Software, Tremor Video
Crosslink Capital 4 Flurry, Marin Software
First Round Capital 4 33Across, AppNexus, Flurry
Intel Capital 4 BrightEdge Technologies, Delivery Agent, Sprinklr, YuMe
Panorama Capital 4 33Across, JiWire, Zoove
Scale Venture Partners 4 BrightRoll, Demandbase, HubSpot
Trident Capital 4 BrightRoll, JiWire, Turn
Top Investors by Volume, 2011 – Present
_______
Source: PitchBook; number of investments may include follow-on investments in same target
15. 15
On June 8th, 2015
&
INVESTED IN
Transaction Overview:
$28M Series D venture funding from lead investors River Cities Capital Funds and
Piper Jaffray Merchant Banking on June 8th, 2015
Puts pre-money valuation at $77M
Target Description
Developer of a platform designed to help sales and marketing processes. The
company's software integrates internal, external and Lattice Engines proprietary
data to identify customer patterns and predictive events that influence buying
decisions.
Transaction Commentary:
"Predictive analytics are becoming embedded in numerous industries, from
healthcare to industrial manufacturing," said Robert Heimann, Director at River
Cities, who will also join the Lattice Board. "We share Lattice's belief that
marketing and sales teams can greatly improve their productivity with predictive
analytics, which ultimately leads to positive impacts on a business' bottom line.“
"In the past decade there has been a massive shift in B2B marketing towards
predictive solutions. It's no longer enough to be a modern marketer. It's about
being a predictive marketer," said Shashi Upadhyay, CEO of Lattice. "By
leveraging big data and powerful analytics, B2B marketers today have the same
power of prediction as consumer giants such as Amazon and Netflix."
Internet Advertising Investment Case Study
16. 16
15+ Years of Internet Advertising Success
IPO
Lead Manager
IPO
Lead Manager
IPO
Lead Manager
HAS ACQUIRED
Fairness Opinion to
the Buyer
IPO
Co-Manager
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
_______
Certain transactions executed by Headwaters TMT bankers at prior firms
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED BY
A DIVISION OF
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
17. 17
Recent Awards and Nominations
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED BY
A DIVISION OF
Financial Advisor to
the Seller
HAS BEEN ACQUIRED BY
A PORTFOLIO COMPANY OF
Financial Advisor to
the Seller
HAS BEEN ACQUIRED BY
A PORTFOLIO COMPANY OF
Financial Advisor to
the Seller
Headwaters Technology, Media & Telecom (TMT) team has won awards for
2014 Online and Mobile Tech Deal of the Year and 2014 Consumer Services Deal of the Year
and back-to-back M&A Advisor TMT Deal of the Year awards
2012 TMT DEAL OF
THE YEAR <$100M
CONSUMER
SERVICES
DEAL OF THE YEAR
2013 TMT DEAL OF
THE YEAR <$100M
2014 TMT DEAL OF
THE YEAR <$100M
CORPORATE /
STRATEGIC ACQUISITION
OF THE YEAR
2014 ONLINE AND
MOBILE TECH DEAL
OF THE YEAR
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
HAS BEEN ACQUIRED
BY
Financial Advisor to
the Seller
18. 18
Contact Us
www.headwatersmb.com
John Batdorf
Managing Director
Head of Software & Internet
Investment Banking
Office: (415) 926-7454
Cell: (415) 847-8805
jbatdorf@headwatersmb.com
135 Main St
Suite 800
San Francisco, CA 94105
19. 19
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