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NOBLE Media Newsletter 1Q 2022

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MEDIA SECTOR REVIEW

INTERNET AND DIGITAL MEDIA COMMENTARY


High Flying Tech Stocks Get Their Wings Clipped
As we noted last quarter, despite performing well in 2021 overall, stocks in the Internet and Digital
Media sectors performed poorly in the fourth quarter of 2021. Unfortunately, that quarter’s INSIDE THIS ISSUE
performance carried over into the first quarter of 2022. None of Noble’s Internet and Digital
Internet and Digital Media Commentary 1
Media Indices outperformed the broader market, which we define as the S&P 500. Stocks in the
Digital Media 5
S&P 500 Index decreased by 5% in 1Q 2022, which was better than Noble’s Digital Media Index (- Advertising Tech. 6
9%), Ad Tech Index (-24%), MarTech Index (-25%), Esports & iGaming Index (-26%) and Social Media Marketing Tech. 7
Index (-31%). Social Media 8
Esports/iGaming 9
Noble’s Internet & Digital Media Indices are market cap weighted, so each sector’s performance is Internet & Digital Media M&A Activity 10
often driven by the FAANG stocks (Facebook, Apple, Amazon, Netflix and Google). While none of Traditional Media Commentary 13
TV 17
the FAANG stocks were up in the first quarter, Apple (APPL: -2%), Amazon (AMZN: -2%), and Radio 18
Google (GOOG: -4%) outperformed the S&P 500, while Facebook (FB: -33%), and Netflix (NFLX: - Publishing 19
38%) significantly underperformed the broader market. Traditional Media M&A Activity 20
Noble Overview 21
We attributed the 4Q 2021 underperformance in the Internet and Digital Media sectors to two
factors: 1) difficult comparisons due to Covid related comparisons (i.e., companies that benefited
from business migrating online in 2020 had tough comps in 4Q 2021 as the economy re-opened),
and 2) the Fed pivot to signaling higher rates to tame inflation. Both of these issues remained
evident in the first quarter.
The “re-opening” story has wreaked havoc in certain stocks and sectors. For example, investors
have long been attracted to the MarTech universe based on the sector’s high growth and recurring
revenue business model.

STOCK MARKET PERFORMANCE: INTERNET AND DIGITAL MEDIA


60%
40%
20%
0%
-20%
-40%
-60%
-80%
Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22
S&P 500 Noble Ad Tech Noble Marketing Tech Noble Digital Media Noble Social Media Noble Esports & iGaming

NOBLE Capital Markets, Inc. is a FINRA registered broker/dealer. Member - SIPC (Securities Investor Protection Corporation). Refer to the segment analysis part of the Newsletter to see the
components of NOBLE Media Segment Indexes

Volume 13, Issue 1 | April 2022 MEDIA SECTOR REVIEW l 1


1
INTERNET AND DIGITAL MEDIA COMMENTARY
While growth has moderated slightly in recent quarters (revenues increased by 29% on average in 4Q 2021 vs. 32% in 3Q 2021), 21
of the 22 stocks in the sector posted stock price declines in 1Q 2022, and 19 of the 22 posted double digit stock price declines.
Three months ago, MarTech stocks were trading at an average revenue multiple of 8.5x and a median revenue multiple of 5.3x.
Today, the “mean” and median revenue multiples have fallen to 6.7x and 5.0x. It’s interesting to note that the average multiple
has contracted a lot more than the median multiple, indicating that the “high-flying” MarTech stocks have been most impacted.
A good example of this is Shopify (SHOP), which traded 22.2x 2022E revenues at the time of our last quarterly Internet and Digital
Media newsletter but now trades at 11.8x 2022E revenue. Shares of Shopify fell by 51% in the first quarter as its forward revenue
multiple nearly halved. A provider of e-commerce software, Shopify thrived during the pandemic, as many offline businesses
rushed to add online storefronts. But as the economy has reopened, and more consumers return to physical retail stores, Shopify’s
growth has slowed considerably.
High-fliers in other Internet and Digital Media sectors appear to have been more impacted by Fed policy than re-opening concerns.
In the Ad Tech sector, shares of The Trade Desk (TTD) fell by 24% during the first quarter. Three months ago, TTD shares traded at
24.8x 2022E revenues, but today its shares trade at 20.1x 2022E revenue. In the Social Media sector, the highest multiple stock
three months ago was Snap (SNAP), which traded at 16.5x 2022E revenues, but shares of Snap fell by 24% and trade at 9.7x. In the
Digital Media sector, three months ago the highest multiple stock was Netflix, which traded at 7.3x 2022E revenues, but shares of
Netflix fell by 38% and now trade at 5.3x 2022E revenue.
It was not a great time to own shares in the Internet and Digital Media sectors in the first quarter of 2022, despite the fact that
revenue trends continue to be robust and margins continue to improve. In our opinion, what’s changed is investor perception of
where to invest in this stage of the economic cycle and the Fed’s impact as it raises rates. While signs of a slowdown don’t appear
imminent in the Internet and Digital Media sectors we monitor, investors appear concerned about the impact Fed policy will have
on the sector later this year or next. As the Fed continues to tighten monetary policy, investors appear to have rotated out of
expensive, growth-oriented tech stocks and into more defensive sectors, as evidenced by the S&P Energy index increasing by +38%,
the S&P Utility Index increasing by +7% and the S&P Health Care index declining by just 1%. Each of these sectors outperformed
the broader market in 1Q 2022.
1Q 2022 M&A – Weathering the Storm; Will it Hold?
According to S&P Global Market Intelligence, technology industry M&A slowed considerably in the first quarter of 2022 with deal
value falling by 36% to $216.7 billion from $338.5 billion in the first quarter of 2021. S&P Global cites heavy M&A activity in
January followed by a sharp slowdown in February and March, even though the total number of technology M&A deals increased
in 1Q 2022 relative to 1Q 2021. This is rather impressive during a quarter in which inflation reached a 40-year high, a war started in
Ukraine, and publicly traded stocks performed poorly.
Noble tracks M&A deals in a narrower subsector of technology sector, and our data showed very different trends than the broader
tech M&A. Noble breaks down our universe into 9 categories: Ad Tech; Agency & Analytics; Digital Content; Ecommerce;
Information; MarTech; Mobile, and Social Media). We tracked 170 deals in these sectors in the first quarter of 2022, an 5%
decrease in deal activity (unlike the broader sector). We also did not see a material slowdown in deal activity, as we tracked 62
deals in January, 51 in February and 57 in March, which is impressive in light of inflation, a war, and stock price declines.
The dollar value of the deals we tracked in 1Q 2022 increased by 225% to $106.8 billion, up from $32.8 billion in 1Q 2021. The
huge increase comes almost solely from the $69 billion announced acquisition of Activision Blizzard by Microsoft in January.
Excluding this one transaction, deal value increased by a healthy 15% in 1Q 2002.
From a deal volume perspective, the most active sectors we tracked were Digital Content (63 deals), Marketing Tech (47 deals) and
Agency & Analytics (31 deals). From a deal value perspective, the most active sectors were Digital Content ($86.9B), Agency &
Analytics ($15.9B), Marketing Tech ($1.5B), and Ad Tech ($1.4B).

MEDIA SECTOR REVIEW l 2


INTERNET AND DIGITAL MEDIA COMMENTARY
As has been the norm for the past several quarters, the largest subsector of deal value within the Digital Content sector is the
video gaming sector, with $85 billion of announced deals in the first quarter. The quarter got off to a fast start with Take-Two
Interactive’s (TTWO) $12 billion announced acquisition of Zynga in early January. That was followed a little more than a week later
with Microsoft’s announced acquisition of Activision Blizzard for $69 billion. Sony finished the strong January with its $3.6 billion
acquisition of Bungie. Perhaps most notably, Netflix has become an active acquirer in the gaming sector in the last six months. In
September of last year, Netflix entered the video gaming market with the acquisition of Night School Studio, and the company
followed that up in 1Q 2022 with the acquisiton of Next Games Oy and Boss Fight Entertainment.
A look at the largest Gaming M&A transactions of 2021 is provided in the chart below.

Video Gaming M&A - 1Q 2022 - Largest Deals


Transaction Enterprise Value/
Date Buyer Target Value Revenue EBITDA
1/18/22 Microsoft Corporation Activision Blizzard, Inc. $68,987 7.8x 19.4x
1/10/22 Take-Two Interactive Software, Inc. Zynga Inc. $12,328 4.4x 25.2x
1/31/22 Sony Interactive Entertainment LLC Bungie, Inc. $3,600 NA NA
3/1/22 SciPlay Corporation Alictus A.S. $302 NA NA
3/1/22 Netflix, Inc. Next Games Oyj $73 2.6x NM
1/27/22 Nexters Inc. Gracevale Limited $70 NA NA
1/27/22 Nexters Inc. MX Capital Limited $66 NA NA
1/27/22 Nexters Inc. Castcrown Limited $42 NA NA
1/6/22 Team17 Group plc The Label Limited $40 NA NA
2/24/22 WonderFi Technologies Inc. Sun Machine Entertainment Inc. $13 NA NA
1/18/22 Leaf Mobile Inc. All of N3twork Inc. interest in and to Funko Pop! Blitz $1 NA NA

Mean $7,775 4.9x 22.3x


Median $70 4.4x 22.3x

Another sector that showed continued M&A strength was the online gaming, or “iGaming” sector. As more states and countries
allow for betting online, a land rush has ensued, often times with companies buying foreign assets, where online betting has been
around a while, in order to provide the tools to compete in North America, where there remains significant upside opportunity.
Some of the most notable transactions of betting software companies are provided below. We have included the Better Collective
acquisition of Canada Sports Betting, even though Canada Sports Betting isn’t an online gaming company per se. Rather, we have
included it because we have found that iGaming companies are targeting data and information companies which provide
information to bettors, which is key to helping them understand their odds ahead of placing bets.

Online/iGaming M&A - 1Q 2022 - Notable Transactions


Transaction Enterprise Value/
Date Buyer Target Value Revenue EBITDA Classification
1/17/22 NeoGames S.A. Aspire Global plc $413 1.7x 12.5x iGaming
2/7/22 Entain Plc Avid International Limited $235 4.0x 16.7x iGaming; Online Betting
3/28/22 Boyd Interactive Gaming, L.L.C. Pala Interactive LLC. $170 NA NA iGaming Software
3/23/22 Better Collective A/S Assets of Canada Sports Betting $24 NA NA Information; Sports Betting

Mean $211 2.8x 14.6x


Median $203 2.8x 14.6x

MEDIA SECTOR REVIEW l 3


INTERNET AND DIGITAL MEDIA COMMENTARY
In recent quarters we have written about robust M&A activity in the Digital Publishing and Podcasts sectors. However, activity in
these sectors slowed considerably. In Digital Publishing, the New York Times Company announced the acquisition of sports
focused content provider The Athletic for $550 million, but that was the only major digital publishing deal where the purchase price
was announced publicly. In podcasting, Liberated Syndication, or Libsyn (LSYN) acquired Podcast Ad Reps for $11.9 million, but no
other major podcast M&A transactions took place during the quarter.
M&A activity weathered a storm in 1Q 2022. For now, as long as solid revenue growth, improving margins, and strong balance
sheets remain the norm, we expect M&A activity to remain solid, although likely not at record levels we saw in 2021 given the
backdrop of higher rates and a war on European soil, each of which creates higher levels of uncertainty.

Esports & iGaming


The following is an excerpt from a recent note by Noble’s Media Equity Research Analyst Michael Kupinski

One of the poor performing sectors in the latest quarter was the Esports & Gaming sectors, down 25% in the quarter versus a 5%
decline for the S&P 500 Index. Given the recent performance, the sector is down 52% for the trailing 12 months. The performance
of the sector is disappointing given that we had expected that it would be a beneficiary of the economy reopening. Our view was
that in person esports events would rebound and that igaming would become a favored way for strapped States to increase
revenue. While this is still our view, we were surprised that the industry became a victim of the flight to quality. Many of the stocks
in the index are developmental companies, investing to gain a foothold in the fast-growing space. As such, many of the companies
in the space are not cash flow positive and have needs to raise capital for investment. Consequently, many of these companies are
selling non-strategic assets, raising expensive capital, and aggressively cutting expenses.

It has not helped that the fundamentals of some of the companies have not been as strong as expected. In the latest quarter, we
have revised downward revenues and adj. EBITDA due to gaming regulations, slower than expected product rollout, and
geopolitical issues. One exception is Codere Online (CDRO), which has significant amount of cash to continue its international
expansion. While the company has been adversely affected by recent gaming regulation in Spain, we believe that there is an
attractive opportunity to expand into many Latin American markets. The company also has longer term plans to enter the US
market.

MEDIA SECTOR REVIEW l 4


DIGITAL MEDIA – SEGMENT ANALYSIS
% of LTM Ent. Value / Net 3 Year
Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Debt / Revenue EBITDA Gross
Price High Cap ($M) Debt ($M) Value ($M) ($M) ($M) LTM 2022E 2023E LTM 2022E 2023E EBITDA CAGR Margin Margin
Alphabet $2,576.47 85.0% $1,702,369 ($111,141) $1,597,369 $257,637 $91,144 6.2x 5.3x 4.6x 17.5x 13.1x 11.4x NM 23.5% 35.4% 56.9%
Netflix 348.00 49.6% 154,499 12,089 166,588 29,698 6,403 5.6x 5.0x 4.4x 26.0x 22.6x 18.0x 1.7x 23.4% 21.6% 41.6%
Spotify Technology 139.61 45.7% 26,897 (1,608) 25,068 9,668 155 2.3x 2.0x 1.7x NM 132.1x 59.5x NM 22.5% 1.6% 26.8%
Pinterest 23.25 26.2% 15,302 (2,229) 13,073 2,578 402 5.1x 4.2x 3.3x 32.5x 18.2x 13.0x NM 50.5% 15.6% 79.5%
IAC/InterActiveCorp 98.60 37.7% 8,851 580 10,023 3,700 104 2.7x 1.7x 1.6x NM 36.6x 17.2x 4.1x 13.5% 2.8% 64.7%
Tencent Music 4.96 25.0% 8,395 (15,067) 6,140 31,244 3,754 1.2x 1.3x 1.2x 1.6x 10.2x 9.1x NM 18.1% 12.0% 30.1%
Future plc 23.50 59.2% 2,829 225 3,054 607 189 5.0x 3.7x 3.5x 16.1x 10.4x 9.7x 1.2x 67.1% 31.2% 50.8%
System1 25.93 69.9% 2,208 123 2,330 688 60 3.4x 2.3x 1.9x 39.0x 13.4x 12.1x 2.1x 37.4% 8.7% 14.6%
fuboTV 5.86 16.7% 903 (10) 881 638 (317) 1.4x 0.8x 0.6x NM NM NM NM 0.0% (49.7%) (1.6%)
BuzzFeed 4.81 32.6% 652 62 718 398 6 1.8x 1.4x 1.2x 130.5x 14.7x 10.6x 11.3x 9.0% 1.4% 48.6%
Enthusiast Gaming Holdings 2.97 26.8% 397 (10) 387 167 (43) 2.3x 1.8x 1.5x NM NM 90.9x NM 0.0% (25.8%) 22.6%
Anghami 9.63 29.1% 304 14 316 32 (5) 9.8x 5.1x 3.0x NM NM NM NM 0.0% (14.8%) 26.7%
The Arena Group Holdings 9.40 47.0% 164 74 252 189 (50) 1.3x 1.1x 0.9x NM 15.4x 6.9x NM 221.3% (26.4%) 42.3%
Magnum Opus/Forbes 9.91 97.4% 248 (0) 247 0 0 0.0x 0.9x 0.7x NM 3.6x 2.9x NM NM NM NM
CuriosityStream 2.55 15.9% 135 (81) 53 71 (24) 0.8x 0.5x 0.4x NM NM NM NM 96.8% (33.7%) 48.5%
Travelzoo 6.01 32.5% 72 (32) 45 63 1 0.7x 0.6x 0.5x 89.8x 3.9x 3.1x NM (17.4%) 0.8% 81.8%

Mean 3.1x 2.4x 1.9x 44.1x 24.5x 20.3x 4.1x 37.7% (1.3%) 42.3%
Median 2.3x 1.8x 1.5x 29.3x 14.0x 11.4x 2.1x 22.5% 1.6% 42.3%

LTM EBITDA MARGIN REVENUE GROWTH


10% 100%

5% 80%
60%
0%
40%
-5%
20%
-10% 0%
-15% -20%
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21 16 17 17 18 18 19 19 20 20 21 21

NET DEBT / LTM EBITDA EV / EBITDA


5.0x 50.0x

3.0x 40.0x

1.0x 30.0x

-1.0x 20.0x

-3.0x 10.0x

-5.0x 0.0x
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21 16 17 17 18 18 19 19 20 20 21 21

MEDIA SECTOR REVIEW l 5


ADVERTISING TECHNOLOGY – SEGMENT ANALYSIS
% of LTM Ent. Value / Net 3 Year
Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Debt / Revenue EBITDA Gross
Price High Cap ($M) Debt ($M) Value ($M) ($M) ($M) LTM 2022E 2023E LTM 2022E 2023E EBITDA CAGR Margin Margin
The Trade Desk $67.20 58.9% $32,581 ($674) $31,907 $1,196 $162 26.7x 20.1x 16.0x 196.5x 52.8x 42.5x NM 35.8% 13.6% 81.5%
AppLovin 49.90 43.0% 18,754 1,841 20,595 2,793 598 7.4x 5.5x 4.5x 34.5x 19.7x 14.3x 2.9x 79.4% 21.4% 64.6%
Digital Turbine 38.83 41.3% 3,765 256 4,023 993 141 4.1x 2.6x 2.0x 28.5x 15.0x 10.1x 1.8x 61.3% 14.2% 30.9%
DoubleVerify 24.37 50.3% 3,964 (217) 3,747 333 56 11.3x 8.6x 6.8x 66.5x 28.8x 21.4x NM 47.2% 16.9% 83.7%
Zeta Global Hldgs 12.60 93.6% 2,510 83 2,593 458 (199) 5.7x 4.8x 4.0x NM 31.7x 22.8x NM 0.0% (43.3%) 61.9%
Integral Ad Science 14.03 47.3% 2,167 172 2,338 324 30 7.2x 5.6x 4.4x 77.9x 17.8x 13.7x 5.7x 0.0% 9.3% 83.1%
Magnite 12.00 28.1% 1,587 579 2,166 468 95 4.6x 4.1x 3.4x 22.8x 12.5x 9.9x 4.6x 55.5% 20.3% 56.9%
Criteo 25.67 55.0% 1,560 (437) 1,153 2,254 251 0.5x 1.1x 1.0x 4.6x 3.6x 3.2x NM (0.7%) 11.1% 34.7%
Taboola.com 4.65 40.6% 1,106 44 1,150 1,378 46 0.8x 0.7x 0.6x 24.8x 5.6x 4.8x 0.7x 14.9% 3.4% 32.0%
PubMatic 24.72 43.0% 1,282 (137) 1,145 227 74 5.0x 4.0x 3.3x 15.4x 10.9x 8.6x NM 31.7% 32.8% 74.3%
Perion Network 25.30 76.4% 1,121 (308) 812 478 49 1.7x 1.3x 1.1x 16.6x 8.7x 7.4x NM 23.7% 10.2% 34.5%
AdTheorent 9.36 78.7% 803 (58) 743 165 14 4.5x 3.6x 2.9x 54.2x 23.4x 15.5x NM 0.0% 8.3% 100.0%
Innovid 6.00 57.9% 790 (149) 641 90 1 7.1x 5.7x 4.4x 702.7x NM 33.8x NM 0.0% 1.0% 80.3%
Tremor International 5.17 59.4% 795 (353) 534 342 102 2.1x 1.8x 1.6x 5.2x 4.1x 3.6x NM 7.3% 29.9% 79.0%
QuinStreet 11.61 54.6% 633 (103) 530 589 24 0.9x 0.8x 0.7x 21.9x 11.1x 7.8x NM 12.7% 4.1% 11.3%
Outbrain 10.25 48.8% 587 (216) 370 1,016 46 0.4x 0.3x 0.3x 8.1x 3.7x 2.9x NM 0.0% 4.5% 23.7%
Digital Media Solutions 3.35 25.8% 122 191 292 428 32 0.7x 0.6x 0.5x 9.0x 5.2x 4.0x 5.9x 45.9% 7.6% 18.7%
Fluent 1.66 40.2% 132 19 151 329 15 0.5x 0.4x 0.4x 9.9x 6.2x 4.7x 1.1x 9.6% 4.6% 26.0%
AcuityAds 3.90 24.7% 237 (91) 146 122 10 1.2x 1.0x 0.8x 14.6x 6.8x 5.5x NM 20.2% 8.2% 52.1%
iClick Interactive Asia 1.16 8.5% 111 (13) 105 308 (8) 0.3x 0.3x 0.3x NM NM 3.5x NM 24.4% (2.7%) 29.0%
Viant Technology 6.60 15.1% 91 (221) 92 224 (32) 0.4x 0.3x 0.3x NM 3.1x 2.0x NM 27.4% (14.1%) 42.2%
Inuvo 0.46 40.7% 56 (12) 43 60 (5) 0.7x 0.5x 0.4x NM NM 11.1x NM (6.6%) (8.9%) 73.4%
AutoWeb 2.52 57.9% 35 5 40 72 (4) 0.6x 0.5x 0.4x NM NM NM NM (17.1%) (5.6%) 28.4%

Mean 4.1x 3.2x 2.6x 73.0x 14.2x 11.5x 3.2x 20.6% 6.4% 52.3%
Median 1.7x 1.3x 1.1x 22.4x 10.9x 8.2x 2.9x 14.9% 8.2% 52.1%

LTM EBITDA MARGIN REVENUE GROWTH


13% 50%
10% 40%
8%
30%
5%
3% 20%
0% 10%
-3% 0%
-5% Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 16 17 17 18 18 19 19 20 20 21 21
16 17 17 18 18 19 19 20 20 21 21

NET DEBT / LTM EBITDA EV / EBITDA


1.0x 40.0x
0.5x
30.0x
0.0x
-0.5x 20.0x
-1.0x
10.0x
-1.5x
-2.0x 0.0x
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21 16 17 17 18 18 19 19 20 20 21 21

MEDIA SECTOR REVIEW l 6


MARKETING TECHNOLOGY – SEGMENT ANALYSIS
% of LTM Ent. Value / Net 3 Year
Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Debt / Revenue EBITDA Gross
Price High Cap ($M) Debt ($M) Value ($M) ($M) ($M) LTM 2022E 2023E LTM 2022E 2023E EBITDA CAGR Margin Margin
Adobe $434.44 62.1% $205,273 ($36) $205,237 $16,142 $6,521 12.7x 11.5x 10.0x 31.5x 23.2x 20.2x NM 20.5% 40.4% 88.0%
salesforce.com 195.45 62.7% 193,496 3,833 197,329 26,492 3,064 7.4x 6.2x 5.2x 64.4x 24.5x 21.1x 0.9x 25.9% 11.6% 73.5%
Shopify 617.38 35.0% 77,760 (6,616) 71,144 4,612 363 15.4x 11.8x 8.9x 195.7x 124.0x 88.3x NM 62.6% 7.9% 53.8%
HubSpot 454.56 52.5% 21,623 (485) 21,138 1,301 (33) 16.3x 12.2x 9.6x NM 96.3x 69.8x NM 36.4% (2.5%) 80.1%
ZoomInfo Technologies 54.05 68.3% 21,803 978 22,781 747 187 30.5x 22.4x 17.2x 121.6x 53.6x 40.4x 4.9x 73.0% 25.1% 86.7%
Akamai Technologies 118.01 96.7% 18,988 1,781 19,681 3,461 1,194 5.7x 5.2x 4.7x 16.5x 12.0x 10.8x 0.5x 8.4% 34.5% 63.3%
Qualtrics International 26.68 54.4% 15,509 (732) 14,776 1,076 (995) 13.7x 10.5x 8.6x NM 187.6x 111.2x NM 38.8% (92.5%) 73.5%
ironSource 4.52 34.4% 4,612 (741) 3,872 553 103 7.0x 4.8x 3.8x 37.8x 14.8x 11.2x NM 0.0% 18.5% 83.9%
Braze 38.08 38.6% 3,550 (514) 3,039 238 (77) 12.8x 8.9x 6.5x NM NM NM NM 0.0% (32.2%) 67.0%
Squarespace 26.46 40.9% 3,684 292 3,976 784 43 5.1x 4.6x 3.9x 92.3x 27.5x 23.1x 6.8x 0.0% 5.5% 83.8%
Sprout Social 72.20 49.6% 3,914 (153) 3,761 188 (24) 20.0x 15.0x 11.5x NM NM NM NM 33.6% (12.8%) 75.1%
Sprinklr 13.81 52.1% 3,546 (532) 3,013 492 (79) 6.1x 4.9x 4.1x NM NM NM NM 0.0% (16.1%) 70.0%
Momentive Global 17.29 69.2% 2,602 (17) 2,585 444 (69) 5.8x 5.2x 4.5x NM 55.5x 34.2x NM 20.4% (15.5%) 83.4%
LiveRamp Holdings 37.32 63.5% 2,548 (500) 2,047 506 (63) 4.0x 3.4x 2.7x NM 32.9x 17.2x NM 26.3% (12.4%) 71.2%
LivePerson 25.40 36.9% 1,843 65 1,908 470 (43) 4.1x 3.4x 2.9x NM NM 49.4x NM 23.4% (9.2%) 66.6%
Vimeo 10.76 18.6% 1,788 (308) 1,480 392 (54) 3.8x 3.3x 2.7x NM NM NM NM 0.0% (13.8%) 73.8%
SEMrush Holdings 11.12 34.2% 1,568 (270) 1,298 188 1 6.9x 5.3x 4.2x NM NM NM NM 0.0% 0.4% 77.7%
Cardlytics 47.33 32.6% 1,597 (36) 1,561 267 (66) 5.8x 4.5x 3.5x NM NM 298.6x NM 21.0% (24.8%) 38.7%
Yext 6.21 40.1% 815 (129) 686 391 (77) 1.8x 1.7x 1.5x NM NM 218.7x NM 19.6% (19.7%) 74.8%
ChannelAdvisor 15.49 52.7% 472 (95) 376 168 23 2.2x 2.1x 1.9x 16.5x 10.2x 8.6x NM 8.5% 13.6% 77.2%
ON24 13.36 28.1% 638 (379) 260 204 (19) 1.3x 1.3x 1.2x NM NM NM NM 35.1% (9.3%) 76.7%
Brightcove 7.35 33.1% 303 (20) 283 211 11 1.3x 1.3x 1.3x 26.7x 17.6x 12.6x NM 8.6% 5.0% 65.4%
Kaltura 1.63 11.6% 207 (106) 101 165 (29) 0.6x 0.6x 0.5x NM NM NM NM 0.0% (17.3%) 62.2%
Marin Software 2.54 9.3% 39 (42) (2) 24 (11) NM NM NM 0.2x NM NM NM (25.3%) (43.7%) 47.4%

Mean 8.3x 6.5x 5.3x 60.3x 52.3x 64.7x 3.3x 18.2% (6.6)% 71.4%
Median 5.8x 4.9x 4.1x 34.6x 27.5x 28.6x 2.9x 20.0% (9.3)% 73.7%

LTM EBITDA MARGIN REVENUE GROWTH


10% 45%
40%
5% 35%
0% 30%
25%
-5% 20%
-10% 15%
10%
-15% 5%
-20% 0%
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21 16 17 17 18 18 19 19 20 20 21 21

NET DEBT / LTM EBITDA EV / EBITDA


4.0x 100.0x

2.0x 80.0x
60.0x
0.0x
40.0x
-2.0x 20.0x

-4.0x 0.0x
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21 16 17 17 18 18 19 19 20 20 21 21

MEDIA SECTOR REVIEW l 7


SOCIAL MEDIA– SEGMENT ANALYSIS
% of LTM Ent. Value / Net 3 Year
Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Debt / Revenue EBITDA Gross
Price High Cap ($M) Debt ($M) Value ($M) ($M) ($M) LTM 2022E 2023E LTM 2022E 2023E EBITDA CAGR Margin Margin
Meta Holdings $216.46 56.3% $587,587 ($33,544) $554,043 $117,929 $54,720 4.7x 4.2x 3.6x 10.1x 9.2x 7.7x NM 28.3% 46.4% 80.8%
Snap 34.40 41.3% 55,876 (1,062) 54,814 4,117 (583) 13.3x 9.7x 6.8x NM 61.2x 30.4x NM 51.7% (14.2%) 57.5%
Twitter 47.01 64.1% 37,559 (847) 36,712 5,077 697 7.2x 6.1x 5.0x 52.6x 25.3x 19.6x NM 18.6% 13.7% 64.6%
Match Group 96.50 53.0% 27,517 3,226 30,752 2,983 929 10.3x 8.7x 7.4x 33.1x 24.5x 20.1x 3.4x 19.9% 31.1% 71.9%
Bumble 25.54 40.5% 3,307 279 4,444 766 74 5.8x 4.7x 3.8x 60.2x 17.9x 13.8x 3.5x 28.6% 9.6% 72.6%
Nextdoor Holdings 5.47 29.4% 2,112 (647) 1,465 192 (82) 7.6x 5.7x 4.3x NM NM NM NM 0.0% (42.7%) 85.0%
Spark Networks SE 2.45 32.6% 64 84 148 217 26 0.7x 0.6x NA 5.8x 4.2x NA 3.2x 22.6% 11.8% 39.2%

Mean 7.1x 5.7x 5.2x 32.4x 23.7x 18.3x 3.4x 24.2% 8.0% 67.4%
Median 7.2x 5.7x 4.7x 33.1x 21.2x 19.6x 3.4x 22.6% 11.8% 71.9%

LTM EBITDA MARGIN REVENUE GROWTH


25% 40%
20%
15% 30%
10%
5% 20%
0%
-5% 10%
-10%
-15% 0%
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21 16 17 17 18 18 19 19 20 20 21 21

NET DEBT / LTM EBITDA EV / EBITDA


2.0x 40.0x

1.0x 30.0x

0.0x 20.0x

10.0x
-1.0x
0.0x
-2.0x Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 16 17 17 18 18 19 19 20 20 21 21
16 17 17 18 18 19 19 20 20 21 21

MEDIA SECTOR REVIEW l 8


Esports & iGaming – SEGMENT ANALYSIS
% of LTM Ent. Value / Net 3 Year
Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Debt / Revenue EBITDA Gross
Price High Cap ($M) Debt ($M) Value ($M) ($M) ($M) LTM 2022E 2023E LTM 2022E 2023E EBITDA CAGR Margin Margin
Flutter Entertainment plc $111.20 54.0% $0 $3,980 $23,344 $8,173 $949 3.0x NA NA 24.6x NA NA 2.9x 47.7% 11.6% 62.5%
DraftKings Inc. 16.87 26.1% 6,894 (834) 6,060 1,296 (1,415) 4.7x 3.0x 2.3x NM NM NM NM 78.9% (109.2%) 38.7%
Super Group (SGHC) Limited 9.61 77.0% 4,649 (305) 4,343 1,401 254 3.1x 2.6x 2.4x 17.1x 11.2x 9.7x NM 0.0% 18.2% 54.8%
Sportradar Group AG 13.68 48.5% 4,062 (355) 3,704 638 162 5.8x 5.0x 4.2x 22.8x 26.5x 20.1x NM 0.0% 25.4% 48.1%
Skillz Inc. 2.57 10.3% 1,052 (263) 606 384 (256) 1.6x 1.5x 1.3x NM NM NM NM 96.3% (66.8%) 93.6%
Golden Nugget Online Gaming 6.14 26.4% 288 23 626 128 (23) 4.9x NA NA NM NA NA NM 44.1% (18.3%) 52.3%
PointsBet Holdings Limited 2.36 21.6% 625 (405) 212 188 (232) 1.1x 0.6x 0.4x NM NM NM NM 174.8% (123.2%) 45.1%
Inspired Entertainment 9.81 62.0% 264 275 538 209 28 2.6x 2.0x 1.8x 19.4x 5.2x 4.8x 7.6x 14.1% 13.3% 75.7%
Rush Street Interactive 7.05 32.3% 431 (279) 374 488 (90) 0.8x 0.6x 0.5x NM NM NM NM 199.2% (18.4%) 32.0%
Enthusiast Gaming Holdings 2.35 26.8% 315 (8) 307 132 (43) 2.3x 1.8x 1.5x NM NM 90.9x NM 0.0% (32.7%) 22.6%
GAN Limited 4.47 21.6% 189 (38) 150 125 (9) 1.2x 1.0x 0.7x NM 9.4x 4.4x NM 107.6% (6.9%) 67.0%
Codere Online 4.85 47.5% 219 (6) 213 95 (22) 2.2x 1.7x 1.3x NM NM NM NM 0.0% (22.7%) 93.1%
Esports Technologies, Inc. 6.04 11.2% 86 22 107 7 0 14.7x 1.2x 1.0x NM NM NM NM 0.0% 0.0% 36.5%
Bragg Gaming Group 5.92 34.9% 118 (18) 101 66 (2) 1.5x 1.3x 1.1x NM 9.2x 6.0x NM 170.3% (2.9%) 48.6%
Esports Entertainment Group 0.73 4.8% 30 38 75 45 (24) 1.7x 0.9x 0.7x NM NM NM NM 0.0% (53.0%) 57.7%
Elys Game Technology 2.12 31.5% 49 (9) 41 46 (6) 0.9x 0.7x 0.5x NM 102.9x NA NM 17.7% (13.6%) 24.4%
Super League Gaming 1.76 26.7% 65 (15) 50 12 (22) 4.3x 2.4x 1.5x NM NM NM NM 123.5% (186.4%) 43.9%
Engine Gaming and Media 1.83 13.7% 0 (0) 29 44 (25) 0.6x NA NA NM NA NA NM 119.2% (55.6%) (6.8%)
Motorsport Games 1.29 5.6% 15 (18) (1) 15 (34) NM NM NM 0.0x NM NM NM 0.7% (223.6%) 50.1%

Mean 3.2x 1.8x 1.4x 16.8x 27.4x 22.7x 5.3x 62.8% (45.5)% 49.5%
Median 2.3x 1.5x 1.3x 19.4x 10.3x 7.9x 5.3x 44.1% (18.4)% 48.6%

LTM EBITDA MARGIN REVENUE GROWTH


0% 250%
-10%
-20% 200%
-30% 150%
-40%
-50% 100%
-60%
50%
-70%
-80% 0%
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21 16 17 17 18 18 19 19 20 20 21 21

NET DEBT / LTM EBITDA EV / EBITDA


5.0x 80x

3.0x
60x
1.0x
40x
-1.0x
20x
-3.0x

-5.0x 0x
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
16 17 17 18 18 19 19 20 20 21 21 19 20 20 20 20 21 21 21 21

MEDIA SECTOR REVIEW l 9


INTERNET AND DIGITAL MEDIA M&A ACTIVITY
TRANSACTION EV / EV/
DATE BUYER TARGET VALUE ($M) REVENUE EBITDA CLASSIFICATION
3/31/22 Concord USA, LLC. Evolytics, LLC NA NA NA Analytics; Marketing Analytics
3/29/22 AXIOS Media Inc. SF Minute NA NA NA News; Substack Newsletter
3/29/22 Brookfield Business Partners L.P Nielsen Holdings plc $15,762.6 4.5x 13.4x Measurement; Analytics; Viewership
3/29/22 Mobius Solutions, Ltd. Kumulos NA NA NA Mobile; Mobile App Messaging Platform
3/28/22 Tatari Inc TheViewPoint Media Inc. NA NA NA Ad Tech; CTV Monetization Tools
3/28/22 Boyd Interactive Gaming, L.L.C. Pala Interactive LLC. $170.0 NA NA Games; iGaming Software
3/24/22 Netflix, Inc. Boss Fight Entertainment, Inc. NA NA NA Games; Mobile Game Developer
3/24/22 Future plc What Culture Limited/Waive NA NA NA Publishing; Gaming Verticial/Analytics
3/24/22 MarketCast LLC Research Horizons, LLC $150.0 NA NA Brand/Reputation Mgmt; Research
3/23/22 Business Warrior Corporation Helix House LLC $4.8 4.9x NA SEO; PPC Advertising; Content Mktg
3/23/22 Media Carry Limited Vertical Media Limited NA NA NA Digital Agency; Digital Commerce Buying
3/23/22 Snap Inc. NextMind SAS NA NA NA Software; Headband; AR
3/23/22 Better Collective A/S Assets of Canada Sports Betting $23.5 NA NA Games; Information; Sports Betting
3/23/22 Playtika Holding Corp. JustPlay.LOL LTD NA NA NA Games; Esports Game Developer
3/22/22 West Realm Shires Services, Inc. Good Luck Games, LLC NA NA NA Games; Game Developer
3/22/22 Infosys Consulting Pte Ltd ODDITY GMBH NA NA NA Digital Agency; Brand Mgmt
3/22/22 Recurrent Ventures Inc JSN Global Media, LLC NA NA NA Publishing; Daily News; Podcasts
3/21/22 LC Group, LLC Leadercast NA NA NA Digital Content; Virtual Conferences
3/21/22 Sony Interactive Entertainment LLC Haven Entertainment Studios Inc. NA NA NA Games; Video Game Developer
3/21/22 Zeta Global Holdings Corp. ArcaMax Publishing, Inc. NA NA NA Digital Content; Newsletters; Email
3/21/22 Entreprenista Media, LLC The Collective Rising LLC NA NA NA Blogs; Membership Community
3/21/22 Triple Lift, Inc. 1plusX AG $150.0 NA NA Ad Tech; Data; First Party Data Activation
3/17/22 Tripledot Studios Limited Live Play Mobile Inc. NA NA NA Games; Social Mobile Games
3/16/22 Tilting Point Media LLC Budge Studios Inc. NA NA NA Digital Content; Apps
3/16/22 Amsive LLC Genesis Direct NA NA NA Lead Gen; Marketing
3/16/22 Gravity Global Limited 9th Wonder/Morsekode Ltd NA NA NA Digital Agency; Brand Strategy; Web
3/15/22 Trackonomics Ltd. Pressboard Media Inc. NA NA NA Measurement; Analytics
3/15/22 Tencent Holdings Limited TEQUILA WORKS, S.L. NA NA NA Games; Video Game Developer
3/15/22 Association for Corporate Growth GF Data Resources LLC NA NA NA Information; Private Equity M&A
3/15/22 Outlier Media Detour Media, LLC NA NA NA Guides; Daily Newsletter
3/15/22 DigitalOcean Holdings, Inc. CSS-Tricks NA NA NA Web; Web Design
3/14/22 Gemini XIII The Infinite Agency NA NA NA Digital Agency; Influencer Mktg
3/14/22 Alpine Management Services III, LLC AirDNA LLC NA NA NA Analytics; Real Estate Vertical
3/14/22 Peak Seven Advertising Bigfoot Web, LLC NA NA NA SEO; Web Design
3/9/22 Mod Op, LLC AMG Marketing Resources, Inc. NA NA NA SEO; Web Design; Lead Gen
3/9/22 Epik Holdings Inc. Kobalt B.V. NA NA NA Media Buying; Digital Agency
3/8/22 Tait Towers Inc. Thinkwell Group, Inc. NA NA NA Digital Agency
3/8/22 Atari SA Blue Flame Labs, LLC $1.5 NA NA Database; Gaming Information
3/7/22 Limelight Networks, Inc. EdgeCast, Inc. $319.2 1.1x NM CDN;
3/7/22 NA V2 Communications NA NA NA IR/PR
3/7/22 KP Marcom Inc. Online PR News, LLC NA NA NA IR/PR
3/8/22 Avenue7Media Cascadia Seller Solutions NA NA NA Digital Agency; Retail Media Consultancy
3/4/22 Endeavor Business Media, LLC Data Center Frontier LLC NA NA NA News; Data Center Vertical
3/4/22 System1, Inc. NextGen Shopping, Inc. $115.0 NA NA Coupons; Coupon Code Search Engine
3/3/22 Fortis Games Metagame Studios SRL NA NA NA Games; Mobile Game Developer
3/2/22 Fortis Games Oktagon Games NA NA NA Games; Mobile Game Developer
3/2/22 Fortis Games Doppio SA NA NA NA Games; Voice Controlled Games
3/2/22 Rush Street Interactive, Inc. Certain Assets of Run It Once, Ltd. $4.9 NA NA Digital Content; Instructional Videos
3/2/22 Epic Games, Inc. Bandcamp, Inc. NA NA NA eCommerce; Audio; Online Record Store
3/2/22 iSpot.tv, Inc. AudioStreamTV Inc. NA NA NA Audio; Sound
3/2/22 Omnicom Group Inc. TA Digital NA NA NA Digital Agency; Digital Transformation
3/1/22 Netflix, Inc. Next Games Oyj $73.0 2.6x NM Games; Mobile Game Developer
3/1/22 Acadia.io LLC Bobsled Marketing LLC NA NA NA Digital Agency; Ecommerce
3/1/22 EventLink, LLC OutCold LLC NA NA NA Marketing; Experiential; Sampling; PR
3/1/22 SciPlay Corporation Alictus A.S. $301.6 NA NA Games; Mobile Game Developer
3/1/22 Deksia, LLC Anvil Media, Inc. NA NA NA SEO; Pay-Per-Click; Influencer Mktg

*Source: Capital IQ as of 03/31/2022


MEDIA SECTOR REVIEW l 10
INTERNET AND DIGITAL MEDIA M&A ACTIVITY
TRANSACTION EV / EV/
DATE BUYER TARGET VALUE ($M) REVENUE EBITDA CLASSIFICATION
3/1/22 Big Sea, Inc. Sparxoo, LLC/Sparxoo Studios NA NA NA Digital Agency
3/1/22 NFR Communications, LLC Cooks Bay LLC NA NA NA SEO; Web Design; PR; Branding
2/28/22 LinkedIn Corporation Oribi Ltd. $80.0 NA NA Analytics; All-In-One Mktg Analytics
2/28/22 AppLovin Corporation Wurl, Inc. $430.0 NA NA CDN; CTV Content Distribution
2/28/22 Troika Media Group, Inc. Converge Direct Interactive $125.0 0.4x 5.4x Led Gen; Performance Marketing
2/28/22 NA Carbon (AI) Ltd NA NA NA Ad Tech; Analytics; Measurement
2/28/22 Semrush Holdings, Inc. Intellikom, Inc. $0.0 NA NA Analytics; Competitive Intelligence
2/24/22 WonderFi Technologies Inc. Sun Machine Entertainment Inc. $13.2 NA NA Games; Video Game Developer
2/24/22 Intelligent Relations Net Positive Agency, LLC NA NA NA IR/PR; SEO; Social Media
2/23/22 Booyah Advertising, Inc. RMW Holdings, Ltd. NA NA NA Digital Agency
2/23/22 AdvertiseCast, LLC Podcast Ad Reps LLC $11.9 1.5x NA Audio; Podcast Rep Firm
2/23/22 Drip, Inc. Sleeknote ApS NA NA NA Marketing; Automation; Zero-Party Data
2/22/22 Relevate Health Group, Inc. Axon Communications, Inc. NA NA NA IR/PR; Communications Agency
2/22/22 Tencent Holdings Limited Inflexion Studios Inc. NA NA NA Games; Game Studio
2/22/22 SOLIS Inc. HMBL House NA NA NA Digital Content; Content Creation
2/22/22 TransUnion LLC Verisk Financial $515.0 3.6x 12.6x BI; Business Intelligence; Finance
2/22/22 Verisk Analytics, Inc. Infutor Data Solutions, LLC $223.5 NA NA Database; Data Hygiene; Data Appending
2/22/22 Sabio Acquisition Inc. Substantially All of the Assets of Vidillion, Inc. $2.9 NA NA SSP; Ad Tech; Connected TV (CTV)
2/17/22 Logiq, Inc. Battle Bridge Labs LLC $4.4 NA NA Lead Gen; SEO; Web Design
2/16/22 Movable, Inc. Coherent Path Inc. NA NA NA Email; Analytics;
2/16/22 Conductor, LLC ContentKing B.V. NA NA NA Analytics; SEO Auditing & Monitoring
2/16/22 Spotify Technology S.A. Chartable, Inc. NA NA NA Measurement; Podcast; Rankings
2/16/22 Spotify Technology S.A. In Defense of Growth Incorporated NA NA NA Analytics; Attribution; Podcast
2/16/22 SPINS, LLC The Sage Project, Inc. NA NA NA Database; Analytics; CPG Vertical
2/16/22 The Marketing Practice (UK) Limited 90octane, L.L.C. NA NA NA Digital Agency
2/16/22 H1 Insights, Inc. Faculty Opinions Ltd. NA NA NA Digital Content; Search Tools
2/15/22 R-Three Technologies, Inc. VirtualCons, LLC NA NA NA Digital Content; Virtual Events
2/14/22 Branded Online, Inc. Software Acquisition Group Inc. III $557.8 8.2x 111.6x Marketing; eCommerce Management
2/11/22 Connelly Partners (Dublin) Zoo Digital Limited NA NA NA Digital Agency; Web Design; SEO; Email
2/10/22 Gamurs Pty Ltd. Twinfinite, LLC NA NA NA News; Reviews; Video Game Content
2/10/22 Republix Platform Technologies Inc. bant.io Limited NA NA NA Lead Gen; Sales Acceleration Services
2/10/22 Piano, Inc. SocialFlow, Inc. NA NA NA Ad Tech; Social Publishing Platform
2/9/22 Infinity Worlds and Belmont Partners Portu-Sunberg Marketing, LLC NA NA NA Marketing; Product Placement
2/9/22 Moonbug Entertainment Limited Little Angel NA NA NA Video; YouTube Network; Kids Vertical
2/9/22 Valnet Inc. Busy Pixel Media, LLC NA NA NA Publishing; Digital Content
2/8/22 360 Public Relations, LLC Cindy Riccio Communications, Inc. NA NA NA Digital Agency; PR; CEO; Content Mktg
2/8/22 Cars.com Inc. Accu-Trade, Galves Market Data and MADE $128.0 NA NA Analytics; Valuation; eCommerce
2/7/22 Walker & Dunlop, Inc. GeoPhy BV $290.0 NA NA Database; Analytics; Real Estate Vertical
2/7/22 Apple Inc. AI Music Limited NA NA NA Music; AI Created Music
2/7/22 Entain Plc Avid International Limited $235.5 4.0x 16.7x Games; iGaming; Online Betting
2/7/22 Innovid Corp. TV Squared Limited $156.1 NA NA Attribution; CTV Advertising
2/7/22 Bumble Inc. Flashgap SAS NA NA NA Social Media; Dating App
2/2/22 TruSight, LLC PEI Services Ltd. NA NA NA Data; Market Intelligence
2/2/22 Brightcove Inc. Wicket Labs Inc. NA NA NA Analytics; Audience Insights; Video
2/2/22 Alef Edge, Inc. Digics, Inc. NA NA NA eCommerce; Marketplace for IT Needs
2/1/22 Kax Media Ltd (Gambling.com) Audacious Inquiry, LLC NA NA NA Information; Healthcare Vertical
2/1/22 Kax Media Ltd (Gambling.com) NDC Media $67.5 NA NA Lead Gen; Gambling Vertical
2/1/22 Pluribus Technologies Corp. Veemo, Inc. $3.5 NA NA Brand/Reputation Mgmt
2/1/22 Strikepoint Media LLC Traffic Titans NA NA NA Lead Gen; YouTube/Google Ads Networks
2/1/22 Finn Partners, Inc. Alling Henning Associates, Incorporated NA NA NA Digital Agency; Brand Strategy; Creative
2/1/22 Prodege, LLC Pollfish, Inc. NA NA NA Surveys; Polls
2/1/22 Acosta, Inc. OeP NA NA NA Digital Agency; Digital Commerce Vertical
2/1/22 Pendo.io, Inc. Mind the Product Ltd. NA NA NA Digital Content; Video; Podcasts
1/31/22 Everyday Health Group Lifecycle Marketing Group Ltd NA NA NA Publishing; Parenting Vertical
1/31/22 Sony Interactive Entertainment LLC Bungie, Inc. $3,600.0 NA NA Games; Video Game Developer
1/31/22 The New York Times Company Wordle NA NA NA Games; Word Game

*Source: Capital IQ as of 03/31/2022

MEDIA SECTOR REVIEW l 11


INTERNET AND DIGITAL MEDIA M&A ACTIVITY
TRANSACTION EV / EV/
DATE BUYER TARGET VALUE ($M) REVENUE EBITDA CLASSIFICATION
1/27/22 Nexters Inc. Gracevale Limited $70.0 NA NA Games; Mobile Game Developer
1/27/22 Nexters Inc. MX Capital Limited $66.2 NA NA Games; Game Developer; Social Games
1/27/22 Nexters Inc. Castcrown Limited $42.3 NA NA Games; Mobile Game Developer
1/26/22 Stran & Company, Inc. All Assets of GAP Promotions, LLC $3.2 0.4x NA Promotions; Marketing
1/25/22 Betsperts, Inc. Fantasy Sports Enterprises NA NA NA Games; Fantasy Sports
1/24/22 Nagarro SE Ace Outsource LLC NA NA NA Web; Web Design; Digital Marketing
1/24/22 ZoomerMedia Limited Freshdaily Inc. NA NA NA News; Local News; Information
1/24/22 Bond Brand Loyalty Inc. Drummond-Mollo LLC NA NA NA Digital Agency
1/21/22 Smith Adept Marketing Outsourced LLC NA NA NA SEO; PR; Web Design; Social
1/20/22 Mountain Digital, Inc. QuickFrame Inc. NA NA NA Content Mgmt; Video Creation & Insights
1/20/22 Modus Games, LLC Mane6 NA NA NA Games; Game Development Studio
1/20/22 DCG ONE The Lyman Garrigan Group NA NA NA Digital Agency
1/19/22 OpenWeb Technologies Ltd. Hive Media Group LLC $60.0 NA NA Ad Tech; Publisher; Engagement Tools
1/19/22 Precisely Software Incorporated PlaceIQ, Inc. NA NA NA Mobile; Geo-Location Data Services
1/19/22 Surfside Web, LLC Bear Swamp Lumber Co., Inc. NA NA NA Web; Web Design
1/19/22 Semrush Holdings, Inc. Backlinko LLC $4.0 NA NA Blogs; Newsletter; SEO
1/18/22 Government Executive Media Group Forecast International, Inc. NA NA NA Market Research; Aerospace & Defense
1/18/22 Nazara Technologies Limited Datawrkz Inc. $30.2 NA NA Ad Tech; Trading Desk
1/18/22 New Engen, Inc. Acorn Influence, LLC NA NA NA Marketing; Influencer Marketing
1/18/22 Barrington Media Group, LLC Sheridan Media LLC NA NA NA Ad Tech; Landing Pages; Conversion
1/18/22 Mythical, Inc. Polystream NA NA NA Games; PC Streaming Services
1/18/22 Microsoft Corporation Activision Blizzard, Inc. $68,987.1 7.8x 19.4x Games; Video Game Developer
1/18/22 Leaf Mobile Inc. N3twork Inc. interest in and to Funko Pop! Blitz $1.2 NA NA Games; Mobile Games
1/17/22 NeoGames S.A. Aspire Global plc $413.0 1.7x 12.5x Games; iGaming
1/13/22 Forte Labs, Inc. N3twork Inc. NA NA NA Games; Free to Play Game Developer
1/13/22 Sirius XM Radio Inc. Cloud Cover Media, Inc. NA NA NA Audio; Streaming
1/13/22 Mayfair Equity Partners LLP LoopMe Limited $200.0 NA NA Ad Tech; Mobile; Performance
1/13/22 Genius Brands International, Inc. Ameba, Inc. $3.5 NA NA Video; Children's Video Streaming
1/12/22 MediaMonks B.V. 4 Mile Analytics NA NA NA Analytics; Data Analytics
1/12/22 Unbounce Marketing Solutions Inc. LeadsRx, Inc. NA NA NA Marketing; Analytics; Attribution
1/11/22 Snipp Interactive Inc. Gambit Digital Promotions, Inc $29.9 NA NA Loyalty; Mobile; Rewards
1/11/22 3Q Digital, Inc. Inseev Interactive, Inc. NA NA NA SEO; PPC; Social; Content Mktg
1/11/22 Everi Holdings Inc. Certain Strategic Assets of Atlas Gaming NA NA NA Games; Software Gaming Platform
1/11/22 Vendasta Technologies, Inc. MatchCraft, LLC NA NA NA Ad Tech; Search; Social and Display Ads
1/11/22 1-800-FLOWERS.COM, Inc. Alice's Table INC NA NA NA Video; Live Streaming Events
1/10/22 Gainsight, Inc. inSided B.V. $85.0 NA NA CEM; Community Engagement
1/10/22 LaneTerralever, LLC Convince & Convert, LLC NA NA NA CEM; Content Mktg
1/10/22 FOHBOH Media, LLC 214EATS NA NA NA SEO; Reputation Mgnt; Restaurants
1/10/22 Elevato Markitors, LLC NA NA NA SEO; Marketing; IR/PR; Content Mktg
1/10/22 Crain Communications Inc. Kneed Media, LP NA NA NA Publishing; Journal; Medicine
1/10/22 Constant Contact, Inc. Vision 6 Pty Ltd NA NA NA Email; SMS Marketing
1/10/22 T-Mobile US, Inc. Octopus Interactive Inc. NA NA NA DOOH; In-Car Ad Network
1/10/22 Take-Two Interactive Software, Inc. Zynga Inc. $12,327.8 4.4x 25.2x Games; Mobile Gaming
1/6/22 Team17 Group plc The Label Limited $40.3 NA NA Games; Mobile Game Developer
1/6/22 MDC Partners Inc. Instrument LLC $233.1 NA NA Marketing; Web Design; Brand Strategy
1/6/22 Elite Technology Group, LLC Scardello & Associates, LLC NA NA NA Digital Agency; Creative Agency
1/6/22 The New York Times Company The Athletic Media Company $550.0 NA NA Publishing; Sports
1/6/22 Cinedigm Corp. Digital Media Rights LLC $22.0 NA NA Video; Streaming; OTT; CTV; Ad Network
1/5/22 Smartly.io Inc. Ad-Lib Digital Ltd $100.0 NA NA Ad Tech; AI Software for Brand Creative
1/5/22 Stingray Group Inc. POP Radio, LP $46.6 NA NA In-Store; Audio; Ad Network
1/5/22 Redbrick Technologies Inc. Delivra, Inc. NA NA NA Email; Email Marketing Campaigns
1/5/22 Broadhead & Co, Inc. HMH Advertising and Public Relations NA NA NA Lead Gen; Affiliate Marketing
1/5/22 SharpLink Gaming Ltd. FourCubed Management, LLC and 6t4 Company $9.5 NA NA SEO; Web Design; Content Mktg
1/4/22 V12 Marketing LLC BZA LLC NA NA NA SEO; Email Marketing; Web Design
1/4/22 iRacing.com Motorsport Simulations Monster Games, Inc. NA NA NA Games; Game Developer
1/4/22 MDC Partners Inc. Goodstuff Holdings Limited NA NA NA Media Buying; Planning
1/4/22 Integral Ad Science Holding Corp. Context $12.6 NA NA Ad Tech; AI; Contextual Targeting
1/3/22 Government Executive Media Group The News Service of Florida, Inc. NA NA NA News; Local News Service
1/3/22 HomeToGo SE STE PRAXIS SARL NA NA NA eCommerce; Vacation Rental Portal

*Source: Capital IQ as of 03/31/2022

MEDIA SECTOR REVIEW l 12


TRADITIONAL MEDIA COMMENTARY
The following is an excerpt from a recent note by Noble’s Media Equity Research Analyst Michael Kupinski

Overview

Is it time to buy?

Consumer cyclical stocks, such as the media and entertainment sectors, tend not to perform well during periods of rising interest
rates. This is a function of the sensitivity of advertising to the general economy. Rising interest rates tend to slow economic
activity and potentially portend an economic downturn. The Fed Reserve indicated that it plans a series of rate hikes in 2022, with
the first being a 0.25 basis point bump on March 16th. . But media investors do not appear focused on the prospect of an
economic downturn. This is largely due to the current favorable advertising environment. Most media companies reported better
than expected advertising in the fourth quarter and guided toward favorable first quarter trends. In addition, media companies
appear optimistic for the second half of the year with the anticipated influx of political advertising.

For this reason, we believe, the traditional media companies outperformed the S&P 500 Index in the latest quarter, with the TV
sector performing the best, (highlighted later in this report). Coincidently, Broadcast Television is one of the biggest beneficiaries
of the influx of political advertising, which will largely fall in the third and fourth quarters. In addition, TV broadcasters have
diversified revenue streams, most notably retransmission revenue, which is not tied to the vagaries of the economy.
Retransmission revenues as a whole account for an average --% of total broadcast revenue. Finally, many broadcasters indicated
that sports betting has become a meaningful contributor to the improved advertising environment. With favorable revenue
visibility, not surprisingly, TV stocks have outperformed the traditional media stocks, including Broadcast Radio and Publishing.

No doubt that there has been a rotation in the market, with investors moving toward larger, established companies, with more
predictable revenue and cash flow, favoring those with solid balance sheets. Developmental companies and industries that are in
investment mode have struggled in this environment, like the Esports & iGaming industries. Many of these companies have
investment spending desires, but may be locked out as access to the capital markets have become limited. As a result, many
developmental companies significantly cut back costs in a survival mode reaction.

50%

40%

30%

20%

10%

0%

-10%

-20%

-30%
Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22

S&P 500 Index Noble TV Noble Radio Noble Publishing

MEDIA SECTOR REVIEW l 13


TRADITIONAL MEDIA COMMENTARY

Is the pain nearly over? We do not think so. In our view, while the inverted yield curve may have investors and analysts likely to
begin modeling the prospect of an economic downturn in the future, we believe that the portfolio repositioning has just begun.
Our key takeaway is that investors should be looking for opportunities. The best time to buy media stocks has typically been during
an economic downturn or when the markets already factor one in. A process that seems to have begun. As such, we encourage
investors to go hunting. We continue to favor companies that are in growth industries, have solid balance sheets, and stock
valuations that may already reflect recession type valuations.

Broadcast Television
Broadcast Television: Returning Capital To Shareholders

The Noble Broadcast TV index increased 15% in the first quarter as investors anticipate a strong fundamental year in 2022 with the
influx of political advertising and a strong economy. Some broadcasters indicated that political advertising in 2022 could be more
than what was spent in the past Presidential election year. We are not as sanguine about that opportunity but believe that political
advertising should increase a solid 30%, which is in line with the historic 20-year growth rates over Presidential year and biennial
election year cycles. While the key auto category is still not fully recovered, broadcast management indicated that the category
should cycle toward growth in 2023, a function of supply chain issues abating and a significant number of new models being
introduced. Notably, most companies appeared very optimistic about sports betting advertising, which has emerged to become a
leading category. Several large States appear to be poised to approve online sports betting, like Florida and California, which
should meaningfully bolster core advertising.

In addition, we believe the reason that the stocks outperformed in the quarter, investors have come to realize that advertising is a
smaller portion of total broadcast revenue. For the year 2021, retransmission revenue, a stable a predictable source of revenue,
now accounts for a significant 44% of average broadcast revenue. Finally, the broadcast industry has substantially improved
balance sheets. Industry wide, net debt is on average 3.6 times EBITDA, with the mean at a modest 2.7 times. While there are
companies higher than the averages, many of those companies have a path toward lowered leverage in 2022 given the anticipate
influx of high margin political advertising.

With the favorable fundamental tailwind and reasonable debt levels, many companies are returning capital to shareholders in the
form of dividends and share repurchase programs. Entravision announced a $20 million share repurchase program and Nexstar
increased its quarterly cash dividend by 29%. We believe that more companies are likely to announce similar moves as debt
leverage comes down.

Notably, with the favorable Q1 stock performance up 15%, the Noble Broadcast TV index over the trailing 12 months increased a
modest 1%. This modest gain was below historic 25-year averages for the stocks in the year prior to an election year. On average,
TV stock gained 22% in the year prior to an election year. We wonder if investors are nervous about the geopolitical events, rising
inflation and rising interest rates. Notably, the stock valuations appear compelling. As the accompanying Broadcast TV Company
Comparable table illustrates, the average TV stock trades at 6.5 times EV to 2022 EBITDA and 7.5 times 2023 EBITDA, at the low
end of historic averages in the range of 6 to 12 times. In our view, the Broadcast TV stocks appear to trade at recessionary type
valuations. As such, we believe that investors should go hunting for bargains in TV.

MEDIA SECTOR REVIEW l 14


TRADITIONAL MEDIA COMMENTARY

Broadcast Radio
A Transformed Industry

Broadcast Radio stocks failed to hold onto the previous quarter gains and fell in line with the general market in the first quarter
2022, down slightly over 4%. For the trailing 12 months, Radio stocks were flat versus a 15% gain for the general market, as
measured by the S&P 500 Index. The relatively poor performance of the Radio group, in our view, does not do the group justice.

There has been a favorable transformation happening in the industry, one that is shifting away from traditional Radio and toward
faster growth revenue streams, such as Digital, and, even into the Metaverse. In addition, many companies are aggressively paring
down debt, another aspect we believe is missed by investors. Furthermore, there is a favorable fundamental tailwind, bolstered by
strong revenue growth in developing ad categories including crypto currency and sports betting. There are also improving trends
in the important auto category. In addition, the industry is expected to benefit from the influx of political advertising, largely in the
fourth quarter. Political advertising typically accounts for roughly 3% of total full year Radio revenue.

Regarding the transformation...

Many of the Radio broadcasters have invested in growing businesses outside of Radio and into fast growing digital, podcasts,
esports, and gaming. For some of the more aggressive diversified Radio companies, like Salem Media and Townsquare Media,
digital now accounts for 29% and 50% of total company revenues, respectively. Beasley Broadcasting, with digital roughly 13% of
total revenues, is ramping up its digital investments, which is expected to reflect an acceleration in revenue and improved margins.
Companies like iHeart Media have even announced venturing into the Metaverse to bring virtual spaces and enhanced fan
experiences. Importantly, digital revenue streams have been especially resilient during the Covid pandemic and we would expect a
similar experience should the economy weaken.

Debt is coming down...

Companies like Cumulus Media, Salem Media and Beasley Broadcasting, which have had some of the highest debt leverage in the
industry, have shored up balance sheets through asset sales and aggressive debt reduction. In the case of Cumulus, management
highlighted that debt levels are approaching a range that it will likely pursue some form of a return of capital to shareholders. This
prospect seemed to be dismissed by investors, the CMLS shares are down 30% from highs reached in November 2021.

As shown in the accompanying radio comp sheet, Radio stocks trade at compelling multiples below 7 times EV to EBITDA. Notably,
some of these companies have significant digital media operations, and, as such, the stock valuations are all the more compelling.
For instance, as illustrated earlier in the Digital Media section of this report, the Marketing Technology stocks trade an average 4.2
times Enterprise Value to Revenues. Applying this metric to Townsquare's digital businesses would place a stock valuation at $35
per share. That would be just for its digital businesses! We believe that investors have not yet realized the transformation of some
of these companies, or the substantial upside as these companies garner more attractive valuations based on its fast-growing
businesses lines.

Source: Michael Kupinski, April 12, 2022

MEDIA SECTOR REVIEW l 15


TRADITIONAL MEDIA COMMENTARY

Publishing
The Noble Publishing Index was down a modest 3% in the first quarter, slightly outperforming the general market's 5% decline. For
the latest 12 months, the Noble Publishing Index decline 11%, underperforming the general market's 14% advance. The biggest
news in the Publishing sector was that Lee Enterprises successfully thwarted the Alden Group's efforts to gain seats on the
company's board and take control of the company. Notably, near current levels, LEE shares trade slightly above the $24 takeover
offer by the Alden Group. We believe that the recent weakness in the shares, down from recent highs in January of $43, is a
reflection of investors exiting the takeover story.

While deal oriented investors appear to be putting pressure on the LEE shares, we encourage investors to take a look at this
company. The company is aggressively investing into its digital future and is near the transition toward revenue growth. We
believe that the company's favorable revenue and cash flow growth outlook into 2024 is compelling as highlighted in the
accompanying Newspaper Industry Comp sheet.

Source: Michael Kupinski, April 12, 2022

MEDIA SECTOR REVIEW l 16


TV – SEGMENT ANALYSIS
% of LTM Ent. Value / Net 3 Year
Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Debt / Revenue EBITDA Dividend
Price High Cap ($M) Debt ($M) Value ($M) ($M) ($M) LTM 2022E 2023E LTM 2022E 2023E EBITDA CAGR Margin Yield
Paramount Global $35.91 75.7% $23,217 $13,365 $37,361 $28,586 $4,391 1.3x 1.2x 1.2x 8.5x 9.9x 10.6x 3.0x 2.7% 15.4% 2.7%
Fox Corp 38.72 86.1% 21,796 4,210 25,399 13,591 2,990 1.9x 1.8x 1.7x 8.5x 7.7x 8.3x 1.4x 8.3% 22.0% 1.2%
Nexstar Media Group 171.59 89.0% 7,036 7,505 14,548 4,648 1,741 3.1x 2.8x 2.8x 8.4x 6.5x 7.1x 4.2x 18.9% 37.5% 2.1%
Sinclair Broadcast Group 24.49 68.6% 1,764 11,764 13,789 6,134 713 2.2x 2.1x 2.1x 19.3x 11.5x 13.7x 15.2x 26.2% 11.6% 4.1%
Gray Television 20.85 82.6% 1,989 6,638 9,259 2,413 720 3.8x 2.5x 2.7x 12.9x 6.6x 9.0x 9.1x 30.6% 29.8% 1.5%
TEGNA 22.44 97.4% 4,971 3,276 8,263 2,991 961 2.8x 2.4x 2.4x 8.6x 6.7x 7.7x 3.3x 10.7% 32.1% 1.7%
The E.W. Scripps 18.53 78.5% 1,532 3,216 5,157 2,284 582 2.3x 1.9x 2.0x 8.9x 6.6x 8.2x 5.3x 25.4% 25.5% NM
Entravision Communications 5.48 58.7% 475 56 531 760 95 0.7x 0.6x 0.5x 5.6x 5.7x 5.3x 0.5x 36.7% 12.5% 1.8%

Mean 2.3x 1.9x 1.9x 10.1x 7.6x 8.7x 5.2x 19.9% 23.3% 2.2%
Median 2.3x 2.0x 2.0x 8.6x 6.7x 8.3x 3.8x 22.2% 23.7% 1.8%

LTM EBITDA MARGIN REVENUE GROWTH


30%
30%
20%

20% 10%

0%
10%
-10%
0% -20%
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21 16 17 17 18 18 19 19 20 20 21 21

NET DEBT / LTM EBITDA EV / EBITDA


6.0x 12.0x
10.0x
4.0x 8.0x
6.0x

2.0x 4.0x
2.0x

0.0x 0.0x
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21 16 17 17 18 18 19 19 20 20 21 21

MEDIA SECTOR REVIEW l 17


RADIO – SEGMENT ANALYSIS
% of LTM Ent. Value / Net 3 Year
Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Debt / Revenue EBITDA Dividend
Price High Cap ($M) Debt ($M) Value ($M) ($M) ($M) LTM 2022E 2023E LTM 2022E 2023E EBITDA CAGR Margin Yield
iHeartMedia $18.94 67.1% $2,790 $6,211 $8,946 $3,558 $709 2.5x 2.2x 2.1x 12.6x 7.6x 7.5x 6.8x (0.5%) 19.9% NM
Audacy 2.78 52.3% 381 2,003 2,384 1,219 139 2.0x 1.6x 1.6x 17.2x 7.7x 7.1x 10.0x (5.9%) 11.4% NM
Urban One 6.06 79.8% 311 728 1,068 441 130 2.4x NA NA 8.2x NA NA 5.1x 0.2% 29.4% NM
Cumulus Media 9.89 66.6% 204 776 961 916 120 1.0x 1.0x 0.9x 8.0x 5.4x 4.8x 5.1x (7.0%) 13.1% NM
Townsquare Media 11.51 75.1% 196 537 737 418 101 1.8x 1.6x 1.5x 7.3x 6.2x 6.1x 4.8x 0.8% 24.3% NM
Beasley Broadcast Group 1.71 50.4% 50 279 329 241 24 1.4x 1.2x 1.2x 13.8x 8.7x 8.6x 8.0x (2.1%) 9.9% NM
Salem Media Group 3.22 47.2% 88 220 307 258 35 1.2x 1.1x 1.1x 8.7x 8.0x 7.8x 4.4x (0.6%) 13.7% NM
MediaCo Holding 3.47 19.9% 29 115 171 55 10 3.1x NA NA 16.8x NA NA 7.6x 0.0% 18.4% NM
Saga Communications 22.49 78.7% 136 (48) 88 108 21 0.8x NA NA 4.2x NA NA NM (4.6%) 19.2% 2.8%

Mean 1.8x 1.5x 1.4x 10.8x 7.3x 7.0x 6.5x (2.2%) 17.7% 2.8%
Median 1.8x 1.4x 1.3x 8.7x 7.7x 7.3x 6.0x (0.6%) 18.4% 2.8%

LTM EBITDA MARGIN REVENUE GROWTH


25% 70%
20% 50%

15% 30%

10% 10%

5% -10%

0% -30%
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 -50%
16 17 17 18 18 19 19 20 20 21 21 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21

NET DEBT / LTM EBITDA EV / EBITDA


14.0x 18.0x
12.0x 16.0x
14.0x
10.0x 12.0x
8.0x 10.0x
6.0x 8.0x
6.0x
4.0x 4.0x
2.0x 2.0x
0.0x
0.0x
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21
16 17 17 18 18 19 19 20 20 21 21

MEDIA SECTOR REVIEW l 18


PUBLISHING – SEGMENT ANALYSIS
% of LTM Ent. Value / Net 3 Year
Share 52 Week Market Net Ent. Revenues EBITDA Revenues EBITDA Debt / Revenue EBITDA Dividend
Price High Cap ($M) Debt ($M) Value ($M) ($M) ($M) LTM 2022E 2023E LTM 2022E 2023E EBITDA CAGR Margin Yield
News Corporation $21.10 75.5% $12,382 $1,221 $14,642 $10,046 $1,268 1.5x 1.4x 1.3x 11.5x 8.1x 7.2x 0.8x 1.2% 12.6% 0.9%
The New York Times Company 45.16 80.4% 7,563 (588) 6,528 2,048 311 3.2x 2.8x 2.6x 21.0x 20.5x 17.3x NM 5.9% 15.2% 0.8%
Gannett Co., Inc. 4.16 59.0% 572 1,404 1,974 3,208 479 0.6x 0.6x 0.6x 4.1x 5.2x 5.3x 2.5x 28.1% 14.9% NM
Lee Enterprises, Incorporated 25.60 57.6% 152 507 662 785 96 0.8x 0.8x 0.8x 6.9x 7.0x 6.5x 4.5x 13.5% 12.2% NM
DallasNews Corporation 7.00 73.8% 37 (11) 27 154 (0) 0.2x NA NA NM NA NA NM (8.6%) (0.0%) 9.1%

Mean 1.3x 1.4x 1.4x 10.9x 10.2x 9.1x 2.6x 8.0% 11.0% 3.6%
Median 0.8x 1.1x 1.1x 9.2x 7.6x 6.9x 2.5x 5.9% 12.6% 0.9%

LTM EBITDA MARGIN REVENUE GROWTH


70%
20%
50%
15%
30%
10% 10%

5% -10%
-30%
0%
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 -50%
16 17 17 18 18 19 19 20 20 21 21 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21

NET DEBT / LTM EBITDA EV / EBITDA


8.0x 14.0x
12.0x
6.0x
10.0x
4.0x 8.0x
6.0x
2.0x 4.0x
2.0x
0.0x 0.0x
Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4
16 17 17 18 18 19 19 20 20 21 21 16 17 17 18 18 19 19 20 20 21 21

MEDIA SECTOR REVIEW l 19


TRADITIONAL MEDIA M&A ACTIVITY
TRANSACTION EV / EV/
DATE BUYER TARGET VALUE ($M) REVENUE EBITDA CATEGORY
3/30/2022 Imagicomm Communications, LLC Television Stations from Cox Media Group NA NA NA TV Stations
3/24/2022 Townsquare Media, Inc. 35 Radio Stations in Nine Markets of Cherry Creek $18.8 NA NA Radio Stations
3/24/2022 Educational Media Foundation KRTY-FM from Empire Broadcasting $3.1 NA NA Radio Station
3/22/2022 Audacy, Inc. WAMO NA NA NA Radio Station
3/21/2022 Warner Music Inc. Qanawat Music NA NA NA Music Label
3/21/2022 Bustos Media Holdings, LLC KZLZ-FM in Tucson, AZ from Todd Robinson $1.4 NA NA Radio Station
3/21/2022 Gray Television Inc. TV stations in AL, IL, and LA from L4 Media Group $1.3 NA NA Low-Power TV Stations
3/21/2022 Gray Television Inc. Low Power TV station in MS from Scranton $0.4 NA NA Low-Power TV Station
3/17/2022 Desert Mountain Broadcasting 4 FM and 1 AM radio station from Reier NA NA NA Radio Stations
3/8/2022 Gray Television Inc. WJMY-CD in Tuscaloosa, AL $0.2 NA NA Low-Power TV Station
3/4/2022 Buildings & Construction BUILDINGS/Stamats Buildings Media, Inc. NA NA NA Magazine
3/3/2022 Mid-Atlantic Media Philadelphia Jewish Exponent NA NA NA Weekly Newspaper
3/3/2022 Salem Media Group, Inc. WLCC-AM in Brandon, Florida $0.6 NA NA Radio Stations
3/3/2022 Tony Kahn Ring of Honor Wrestling from Sinclair NA NA NA TV Series; Live Events
3/3/2022 Sony Pictures Television, Inc. Industrial Media Inc. $350.0 NA NA TV Production
3/2/2022 Global One Media 3 FMs in NV from Ruby Radio $1.0 NA NA Radio Stations
3/2/2022 Chicken Soup for the Soul Entertainment Assets of 1091 Media, LLC $15.6 NA NA Film and TV Studio
2/24/2022 Cox Media Group, Inc. KLSR-TV & KEVU-CD in Eugene, OR $7.2 NA NA TV Stations
2/23/2022 Faith Broadcasting Network, Inc. WSPF-CD from Prime Time Partners $1.9 NA NA TV Station
2/22/2022 Standard General L.P. WFXT Boston25 from Cox Media Group NA NA NA TV Station
2/22/2022 Cox Media Group, Inc. Station group of Community News Media LLC NA NA NA TV Stations
2/22/2022 Cox Media Group, Inc. TV stations Texas from Standard General (Tegna) NA NA NA TV Stations
2/22/2022 Standard General L.P. TEGNA Inc. $8,768.9 2.9x 9.0x TV Stations
2/22/2022 Veritas Capital Fund Management, L.L.C Houghton Mifflin Harcourt Company $2,671.0 2.5x 15.3x Book Publishing; Reference Materials
2/17/2022 Postmedia Network Canada Corp. Brunswick News Inc. $16.1 NA NA Newspapers
2/10/2022 Spanish Broadcasting System, Inc. WSUN-FM and WPYO-FM from Cox Media $12.5 NA NA Radio Stations
2/7/2022 Gray Television, Inc. Capital Media Group, LLC/Surge Digital Media $30.0 NA NA Low Power TV Station & Digital Agency
2/3/2022 Utopia Music AG Sentric Music Limited NA NA NA Music Publishing
2/1/2022 Corus Entertainment Inc. Aircraft Pictures Limited NA NA NA TV and Film Studio
1/25/2022 CherryRoad Media Inc Group of Newspapers in Texas and Oklahoma NA NA NA Newspapers
1/21/2022 Family Radio WQBU-FM 92.7 from Univision $9.0 NA NA Radio Station
1/19/2022 Infobase Holdings, LLC Aggregate Intelligence, Inc. NA NA NA Book Publisher
1/18/2022 TheMaven, Inc Athlon Sports Communications, Inc. $16.0 NA NA Magazines
1/12/2022 Warner Music Group Corp. AFRICORI SA NA NA NA Music Label
1/11/2022 Good News Broadcasting Network K14RK-D from Spanish Independent $1.2 NA NA Low-Power TV Station
1/10/2022 SK Global Critical Content, LLC NA NA NA TV; Film Production
1/10/2022 Gray Television W29DM-D in Lewisburg, TN from Lora Bailey NA NA NA Low-Power TV Station
1/6/2022 Endeavor Business Media, LLC ISE Magazine/ISE Expo NA NA NA Magazine (B2B); Trade Show
1/6/2022 InSite Media Rivet Campus Media NA NA NA Outdoor Advertising
1/5/2022 Gray Television LP TV Stations from J&J Winemiller $3.8 NA NA Low Power TV Stations

*Source: Capital IQ as of 03/31/2022

MEDIA SECTOR REVIEW l 20


NOBLE CAPITAL MARKETS
NOBLE CAPITAL MARKETS FULL-SERVICE INVESTMENT BANK
NOBLE CAPITAL MARKETS is a research-driven investment and ▪ Established 1984.
merchant bank focused on small cap, emerging growth ▪ Private firm, employee owned.
companies in the healthcare, technology, media and natural ▪ Built on commitment to provide value and support
resources sectors. That’s what we are. Who we are is what makes for our clients.
us different.

Our people are talented, dedicated, experienced professionals


who come together with a common cause; advising on long-term
client solutions by employing innovative, collaborative and FOCUSED INSTITUTIONAL SALES AND
responsive strategies. We’re passionate and personable. We TRADING
approach things from our clients’ perspective.
▪ Seasoned sales and sales trading team.
We know that developing lasting relationships is reliant upon ▪ Long standing relationships with premier growth-
putting our clients’ interests before ours. We understand the focused investors.
impact of our services. Insightful advisory and effective capital
procurement can change lives. Empowering our clients to create
employment, engineer technological and medical breakthroughs,
producing products and services that lay the foundation for the RESEARCH DRIVEN CAPITAL MARKETS
future. For more than 30 years these have been our guiding
principles. While much has changed over the three decades since PLATFORM
we began, these core values and our reputation have not. Our
clients must know what to expect from us. Then we can strive to ▪ Experience team of Research Analysts covering
exceed expectations. approximately 100 companies.
▪ Focus on Technology, Media, Healthcare and Natural
Resources.
A SIMPLE FORMULA ▪ Strong Institutional Sponsorship.
OUR VALUE PROPOSITION.

It starts with research With a fundamental belief that information


guides the management process, NOBLE understands that there INVESTMENT BANKING COMMITMENT
is no short-path to success. With this as a solid foundation, apply ▪ Proven track record.
experience and execution delivered by people with passion. This ▪ Senior level attention to every client and transaction.
is ▪ Ability to deliver complete “mind share” of NOBLE on
our formula to add value to your creation. all transactions.

Research + Experience & Execution + People with Passion = Value

MEDIA SECTOR REVIEW l 21


INVESTMENT BANKING
Our investment banking team, together with our well-recognized equity research analysts and the equity capital markets group, provide our
clients with fundamental capital markets advisory and support - prior, during and most importantly, after a transaction. NOBLE‘s investment
banking team works closely with the management and Board of our corporate clients in order to fully understand operational and financial
objectives. With this knowledge our banking team will develop an efficient and effective advisory program which offers a variety of services
including:

EQUITY CAPITAL MARKETS DEBT CAPITAL MARKETS ADVISORY SERVICES


▪ Secondary and Follow-on Offerings ▪ Senior Debt • Merger & Acquisitions
▪ Registered Direct Offerings ▪ Mezzanine • Fairness Opinions
▪ Initial Public Offerings ▪ Convertible Debt • Valuation Services
▪ At the market Offerings (ATM’s) ▪ Bridge Financings
▪ PIPEs/Private Sale Offerings

SELECT MEDIA TRANSACTIONS

MEDIA SECTOR REVIEW l 22


VALUATION SERVICES
NOBLE’s Valuation and Advisory Services team specializes in providing business and intangible asset valuations, fairness opinions, financial and
strategic analysis, and transaction support services covering a broad spectrum of industries and situations from early stage, middle market and
Fortune 500 companies and capital market constituents. NOBLE’s team is made up of professionals with numerous accreditations and bring
excellence in accounting, taxation, and financial due diligence to provide companies with valuation advice for a multitude of purposes.

Valuation – NOBLE’s professionals have significant experience in the valuation of privately owned and public businesses across a wide range of
industries. We perform an extensive analysis of the business as well as evaluate industry trends and various other factors in order to inform
our clients as to the likely range of value they can expect. Our services are characterized by intellectual and analytical rigor and our conclusions
are backed by thorough documentation.

Chief Accounting Officers, Corporate Controllers, CFOs, and Corporate Boards rely on Noble’s experienced valuation professionals to produce
sophisticated, supportable, and timely valuations to assist in complying with financial reporting requirements, including:

▪ Purchase price allocation and fresh start accounting


▪ Goodwill and long-lived asset impairment testing
▪ Tangible asset valuation
▪ Fair Value measurement of financial assets & liabilities

Opinions - Whether our clients are looking to fulfill their fiduciary duties, mitigate risk or determine corporate value, we are there throughout
the transaction process to offer objective advice based on rigorous analysis. We work on behalf of boards of directors, investors, trustees and
other corporate leaders to advise and provide opinions on a wide range of transactions.

We have advised Corporate Boards, special transaction committees, independent trustees, management and other fiduciaries of middle
market public and private companies on the financial aspects of a transaction. Our independent advice withstands scrutiny from shareholders,
bondholders, the SEC, IRS, or counterparties to a transaction

MERCHANT BANKING
Our Principal Investment focus is primarily on private and small-cap public ($10mill to $50mill market caps) companies in industries within
NOBLE’s research verticals. Investments are made directly by NOBLE and its affiliates and may also involve syndicate participants. We work to
identify those companies with game-changing or superior products and technologies that have management teams with proven track-records
of success. NOBLE structures investments to meet a company’s capital needs whether its growth capital, liquidity or debt repayment. Capital
commitment ranges from $200k to $2million principal and $2million above with syndicate.

The scope of our Merchant Banking activities includes:


▪ Targeting domestic companies within our areas of focus and expertise
▪ Analyzing a company’s opportunities and assessing its risks within their respective industry
▪ Structuring, negotiating and executing the transaction
▪ Work in assessing the appropriate time and manner in which to harvest the investment

NOBLE’s Merchant Banking Team works continuously with our portfolio companies to assist the management team and Board of Directors to
create value and grow their businesses to facilitate long-term shareholder value. Through our extensive sector research coverage,
institutional investor non-deal road shows, equity conferences and market making, we blend a powerful mix of capital markets acumen to
procure success.

MEDIA SECTOR REVIEW l 23


INVESTMENT BANKING TEAM

Rani Selwanes, Senior Managing Director Christopher Ensley, Managing Director


rselwanes@noblecapitalmarkets.com – (561) 912-1734 censley@noblecapitalmarkets.com – (917) 970-8850
▪ Joined Noble in 2016
▪ Joined Noble in 2022 as Senior Managing Director and Head
▪ 20 years of equity capital market expertise
of Investment Banking.
▪ Previous experience at Salomon Brother, Lazard, Bear Stearns,
▪ 30 years of investment banking, private equity, and capital
Coady Diemar Partners
markets experience
▪ Participated in $16+ billion transactions over his tenure on
▪ Achieved a deal volume over $120B across the MENA region
Wall Street
leading the National Bank of Kuwait Investment Banking
▪ M.B.A., Vanderbilt University - Owen Graduate School of
platform.
Management
▪ B.S. Finance and Marketing NYU – Stern School of Business;
▪ B.S., William & Mary
M.B.A., Fordham University – Gabelli School of Business.

Mark Suarez, Managing Director Francisco Penafiel, Managing Director, Investment


msuarez@noblecapitalmarkets.com – (917) 810-5378 Banking Operations
fpenafiel@noblecapitalmarkets.com – (561) 994-5740
▪ Joined Noble as a Managing Director in 2017 ▪ Executed M&A and capital raising transactions totaling over $1
▪ Over 12 years of investment banking and equity research billion dollars in value.
experience ▪ 7 years of sell side equity research experience, covering
▪ Prior experience holding senior positions at McQuilling Partners enterprise & infrastructure software, business services, media,
and Euro Pacific Capital communications, and banks.
▪ B.Com McGill University with concentrations in Economics and ▪ 6 years of portfolio managing experience.
Finance; M.S. in Economics University of Toronto ▪ Manage the business development efforts in LATAM for
▪ Holds a CFA and various FINRA licenses NOBLE.
▪ Engineering, IT & Statistics, Escuela Superior Politecnica
(Guayaquil, Ecuador); M.S. Economics, Florida Atlantic
University.

Stevan Grubic, Director - Valuation Services Santiago Diaz, Analyst


sgrubic@noblecapitalmarkets.com – (323) 578-4936 sdiaz@noblecapitalmarkets.com – (561) 999-2261
▪ 15 years of middle-market investment banking experience
▪ Joined Noble in January 2020 and assists the TMT, Natural
▪ Expertise in valuations, including business valuations, fairness
Resources and Transportation & Logistics bankers
opinions, litigation, and valuations for financial and tax
▪ B.S. International Business Management Lynn University
reporting purposes (ASC805, ASC350, 123R, 409A).
▪ M.S. Finance University of Miami
▪ Accredited Senior Appraiser with the American Society of
Appraisers (ASA) and has completed over 100 valuation
engagements representing well over $1.0 billion in asset
values.
▪ Prior experience includes Orion Valuation Group, Singer Lewak,
B. Riley & Co., L.H. Friend Weinress, Frankson & Presson and
North American Capital Partners

MEDIA SECTOR REVIEW l 24


RESEARCH – MEDIA & ENTERTAINMENT

Michael Kupinski,
Director of Research
mkupinski@noblecapitalmarkets.com - 561.994.5734

SALES & TRADING


David Lean
Head Trader, Director of Institutional Sales and Trading,
Chief Compliance Officer
dlean@noblecapitalmarkets.com – 561.994.5737

NOBLE CAPITAL MARKETS


150 E Palmetto Park Road, Suite 110
Boca Raton, Florida 33432
Phone: 561-994-1191
Fax: 561-994-5741
www.nobleresearch.com

DISCLAIMER
All statements or opinions contained herein that include the words “we”, “us”, or “our” are solely the responsibility of NOBLE Capital Markets,
Inc. and do not necessarily reflect statements or opinions expressed by any person or party affiliated with companies mentioned in this
report. Any opinions expressed herein are subject to change without notice. All information provided herein is based on public and non-public
information believed to be accurate and reliable, but is not necessarily complete and cannot be guaranteed. No judgment is hereby expressed
or should be implied as to the suitability of any security described herein for any specific investor or any specific investment portfolio. The
decision to undertake any investment regarding the security mentioned herein should be made by each reader of this publication based on
their own appraisal of the implications and risks of such decision. This publication is intended for information purposes only and shall not
constitute an offer to buy/ sell or the solicitation of an offer to buy/sell any security mentioned in this report, nor shall there be any sale of the
security herein in any state or domicile in which said offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or domicile. This publication and all information, comments, statements or opinions contained or expressed
herein are applicable only as of the date of this publication and subject to change without prior notice. Past performance is not indicative of
future results.
WARNING
This report is intended to provide general securities advice, and does not purport to make any recommendation that any securities
transaction is appropriate for any recipient particular investment objectives, financial situation or particular needs. Prior to making any
investment decision, recipients should assess, or seek advice from their advisors, on whether any relevant part of this report is appropriate to
their individual circumstances. If a recipient was referred to a NOBLE Company by an investment advisor, that advisor may receive a benefit in
respect of transactions effected on the recipients behalf, details of which will be available on request in regard to a transaction that involves a
personalized securities recommendation. This report may not be reproduced, distributed or published for any purpose unless authorized by
NOBLE Capital Markets, Inc.
U.S. CLIENTS
For purposes of distribution in the United States, this report is prepared for persons who can be defined as “Institutional Investors” under U.S.
regulations. Any U.S. person receiving this report and wishing to effect a transaction in any security discussed herein, must do so through a
U.S. registered broker or dealer. NOBLE International Investments, Inc. is a U.S. registered broker dealer.
Noble Capital Markets is a member of FINRA, MSRB & SIPC. This document is not an offer to buy or sell securities.

MEDIA SECTOR REVIEW l 25

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