Client Briefing November 2017 | 1

OUTSELL’S 2017 SIGNATURE EVENT

Outsell’s 11th Annual Signature Event, a collaborative effort between Outsell, a leading research firm for the information industry, and JEGI, a premier investment bank serving the information industry, was held October 4-5 in Boston, MA.

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(from left) Wilma Jordan (JEGI), Phil Budden (MIT), Jeremy Segal (LogMeIn), Sandor Palfy (LogMeIn)

November 2017

CLIENT BRIEFING

1 Outsell’s 2017 Signature Event (Co-Produced by JEGI)

2 JEGI Q3 2017 M&A Overview

3 Global Economic Outlook

4 2018 Information Industry Outlook

7 Emerging Company Growth Tank

8 Exceptional Transaction Experience

JEGI Executive Leadership Dinner | October 3rd - Boston Harbor Hotel

This peer-to-peer, by-invitation-only event brought together approximately 150 senior executives and thought leaders from across the global information industry for two days of networking, learning and sharing ideas among peers.

This year’s theme of “Driving Growth in a Data Economy” covered the challenges facing companies in today’s now overwhelmingly data-driven market, and addressed how CEOs can effectively utilize these new trends in the information industry to grow their businesses.

The 11th anniversary event was highlighted by an A-List roster of

industry-leading executives as keynote speakers, including: Jim Smith, President & CEO, Thomson Reuters; David Levin, CEO, McGraw-Hill Education; Ken Michaels, CEO, Macmillan Learning; Mike Boswood, CEO, Truven Health Analytics, IBM Watson Health; Lisa Hook, CEO, Neustar; Corinne Saunders, CEO Emerging & Developing Markets, Wolters Kluwer; and many more.

The conference also included various other presentations. Excerpts and insights follow from on the record presentations by Wilma Jordan, Founder & CEO of JEGI and Chris Giles, Economics Editor for The Financial Times.

(from left) Fiona Murray (Moderator, MIT), Michael Hirsch (JEGI), Joseph Sanborn (JEGI), Mike Conza (Sponsor, Morgan Lewis)

2 | Client Briefing November 2017

Though facing slight market headwinds, mergers and acquisitions through the third quarter of 2017 totaled nearly 1,500 announced transactions and $160 billion in value across the media, information, marketing, software and tech-enabled services sectors.

Deal value is on pace with 2016 levels through the same period, and 2017 is set to far surpass 2014 and 2015. While the first nine months of 2017 saw 142 fewer deals than the same period in 2016, Q3 2017 drew even with Q3 2016, signaling an uptick heading into the fourth quarter.

The three largest transaction announcements in Q3 2017 included the acquisition of Scripps Networks Interactive by Discovery Communications for $15.1 billion, Vantiv’s acquisition of Worldpay for $11.9 billion, and the acquisition of WebMD Health by Internet Brands, via financial sponsor KKR, for $4.8 billion.

Highlights in Q3 2017

The software and tech-enabled services sectors accounted for 46% of M&A deal flow through September 2017, consistent with 2016. However, software saw a 60% decline in total deal value and a 30% decline in number of deals, while tech-enabled services rose 74% in value and 27% in number of deals over the same period.

Deal value for the b2b media and technology sector decreased 29% through Q3 2017, totaling $2.6 billion vs. $3.7 billion through Q3 2016, after removing the $29 billion Microsoft/LinkedIn transaction from 2016 data. The number of transactions was down 27% through Q3.

Deal volume in the consumer media and technology sector was steady at 162 transactions through Q3 2017 vs. 161 deals through Q3 2016, while deal value rose significantly to $47.3 billion, up from $14.9 billion in 2016. This significant increase in deal value was due to several multi-billion dollar transactions in the sector, including the largest transaction in Q3 2017: the announced acquisition of Scripps

Networks Interactive, a developer of lifestyle content in the home, food and travel categories for television, the internet and emerging platforms, by Discovery Communications for $15.1 billion.

The number of transactions in the database and information services sector declined 26% through Q3 2017, with 28 transactions, compared to 38 deals in the same period of 2016. Deal value saw a significant 76% drop in the first three quarters of 2017, with a value of $9.4 billion vs. $39.2 billion in the same period of 2016.

M&A activity in the exhibitions and conferences sector was relatively steady in terms of deal volume, with 47 transactions through Q3 2017 vs. 49 deals in the same period of 2016. Deal value, however, decreased 43%, from $2.5 billion through Q3 2016 to $1.4 billion through Q3 2017, due to the Vista Equity Partners acquisition of Cvent, a cloud-based enterprise event management platform, for $1.6 billion in Q2 2016.

JEGI Q3 2017 M&A OVERVIEW

CONTINUED ON PAGE 6

The forecasts for the U.S. were cut marginally, reflecting a weak first quarter of 2017 and the IMF’s view that a large fiscal stimulus is now less likely than estimated in April. China’s economy is performing better than expected on the back of easy credit and copious public investment.

Unemployment has fallen in advanced economies, though nominal wage growth has stagnated due to low productivity growth, limiting the extent wages can rise. As of November, the unemployment rate in the U.S. has reached its lowest level since the beginning of the century, dropping to 4.1%.

The upgraded growth forecasts mentioned above came alongside predictions of low inflation, which are trending toward 2% for 2017, across the world. This is helping to significantly boost household incomes and drive toward an end to fiscal austerity in most countries.

Client Briefing November 2017 | 3www.jegi.com

GLOBAL ECONOMIC OUTLOOK

At Outsell’s Signature Event, Chris Giles, Economics Editor for The Financial Times, provided an economic outlook for the year ahead. Below are his thoughts on what to expect and how to better prepare for 2018.

The IMF estimates that the world economy will expand 3.6% in 2017 and 3.7% in 2018, both of which are up from the estimated 3.2%, reported in 2016. These growth rates are better than expected for this decade and are now finally back to the long-term average of the past 30 years.

GLOBAL CORE INFLATION ANNUAL % CHANGE

UNEMPLOYMENT RATE (%)

GLOBAL GROWTH 2017, ANNUAL % CHANGE

OECD INTERIM ECONOMIC OUTLOOK REAL GDP GROWTH PROJECTIONS, YEAR OVER YEAR (%)

4 | Client Briefing November 2017

culture adapted to the needs of each generation at work. Information, media and publishing remains male-dominated: Of the 350 companies Outsell researched to measure the current state of gender diversity in industry executive teams, only 22% of 3,220 executives are females, with only 22 companies (7%) having women in the highest leadership position. This ratio is similar to that of the Fortune 500, which has only 32 women (6%) in the CEO position.Information industry credibility hits an all-time low: The entire industry has been shaken up, particularly during the U.S. presidential election, as the rise of fake news continues to put journalism, as a whole, under siege. Concerns for brand safety have led industry leaders to invest in verification platforms, but the war on misinformation is just beginning and will take place on many fronts, including social platforms and news media websites. The massive Equifax breach serves as a reminder to leaders in the business information industry that the value of data has increased tremendously, and that there is great responsibility associated with data monetization.Disruptive technologies and Do-It-Yourself are undermining value propositions in multiple sectors: Algorithms and self-serve models are beginning to replace jobs in professionally-serviced positions, upending the value propositions for sectors like financial and legal services. Do it for me/Need for speed — Instant delivery is the new norm: Increasingly commonplace “do it for me” instant technologies like Instacart and Uber are indicative of big technology firms and their impact on industry mindset.AI and machine learning are smart, but need to get smarter: The conversations today around AI and machine learning focus on how they are

2018 INFORMATION INDUSTRY OUTLOOK

Outperform and Outsell

The overarching theme looking toward 2018 is Outperform and Outsell, focusing on the critical issues that information industry leaders currently face: innovation, consolidation, and execution. The world continues to be rocked by major shifts and discontent in the political, social, and economic realms; ever-evolving technological developments; and generational transitions, with Millennials now being the largest generation in the workforce. Industry leaders need to make decisions and set plans in motion – it is now all about tactical execution when it comes to driving the growth engine with impeccable operating performance. Focus, gaining market share, building trust, expanding organically and through M&A, and execution against best practices and benchmark norms are the pillars leaders should look toward to make informed decisions and ultimately Outperform and Outsell.

Trends and Tipping Points

Outsell cites the following trends and tipping points within the industry as those with the potential to have the greatest impact:Societal fragmentation: Societal unrest dominates news headlines through an uprising of factions and violent protests. This turmoil may lead to a new normal of slower economic and population growth, broken trust and continuing distrust, and geopolitical and policy confusion.Millennials and iGen: Both in and outside the office, the changing demographics and behaviors of millennials continue to affect consumption and spending patterns. As millennials have come of age in the workplace, the Millennial Mandate dictates that this generational talent shift is a disruptive change that requires companies to have a

Each year, Outsell publishes an Annual Industry Outlook Report, in which the company researches, analyzes, and forecasts trends and developments within the Information Industry. The following highlights key takeaways from this year’s report.

going to enhance analytics to measure the performance of a campaign or how to reduce mundane tasks. These smart technologies are being used by the large players in the marketing tech stack to go beyond advanced personalization and campaign measurement. In the fintech industry, AI has collided with blockchain, which has the potential to deliver new insights into cryptocurrency performance. However, human judgment and decision-making will continue to be necessary until AI gets much smarter than it is now. Cryptocurrency bubble may burst, but the blockchain revolution will continue: Bitcoin prices reached a high of $4,500 in August, and prices may continue to rise. However, even if the bitcoin bubble bursts, the underlying technology, blockchain, will likely remain a powerful force.Bad data vs. good data: IT and IC – information technology and information content – have now become intertwined to ensure decisions get made at the right time, for the right people, with the right information. The most important part of this equation is the quality of the data. Ultimately, the goal is for quality data to be delivered in real-time, in digestible pieces and at the point of workflow.

CEO Sentiment

In response to a July 2017 Survey of CEOs, Outsell highlighted the following as trends in current thinking and future outlook among information industry executives.The geopolitical climate and overall business conditions: Political uncertainty in the U.S. is a top issue among executives, with 45% believing it will greatly impact their businesses. Other issues concerning executives include North Korea, the growth and influence of China, global terrorism and overall uncertainty as it relates to non-economic issues like climate change and sustainability.

Client Briefing November 2017 | 5www.jegi.com

The global information, media and technology industry reached $1.6 trillion in revenue in 2016, led by strong growth in businesses with a technology underpinning, including advertising technology, marketing technology and CRM solutions. Health information & IT, HR services & solutions, and pharma information & solutions were key market segments driving growth.

Growth Outlook and Top Initiatives: CEOs are actually quite bullish, despite geopolitical concerns, with 37% expecting more than 10% organic growth this year, and 24% predicting growth between 6% and 10%. 74% of executives believe that new business sales ideas are the biggest operational driver of growth for their businesses, and 43% believe that expanding marketing efforts are the second most important driver.

Talent: Executives are seeking to invest in or emphasize two main skill sets, as they look toward the future: data science/AI and sales. Only 17% of executives say that their company has an executive gender equality plan in place. The Long View: There are six major trends that CEOs believe will have the greatest impact on the information industry over the next 10 years: 1) The accessibility of data; 2) The attention economy, meaning the

expectation of immediate answers and decline of reading; 3) A decrease in ownership and shift toward low-cost subscriptions; 4) A trust versus mistrust of data and information; 5) Job loss as AI replaces humans in base-level jobs coupled with the expansion of the middle class; 6) An increased dumbing-down of the population. For more information on Outsell and the research they provide, please visit www.outsell.com.

Source: Outsell’s Information Industry Outlook 2018

Industry Ecosystem and Segments2016 Revenue and Growth (USD Billions)

Key Trends in M&A for Q3 2017• Market conditions are favorable for robust M&A to continue• Debt markets remain strong and active across both senior and mezzanine capital• Liquidity remains robust, with both financial and strategic buyers flush with cash• Repatriation of capital could cause a spike in M&A activity

Benefits of Inorganic GrowthAcquisitions can aid in:• Turbo-charging revenue growth in a marketplace with slow organic revenue growth• Efficiently boosting talent• Expanding market map, helping with often difficult geographical market penetration• Cultivating innovation, often challenging for large companies to do effectively• Offering immediate scale with concurrent benefits

THE ELEPHANT IN THE ROOM: AMAZONAmazon dominates a number of different industries, and has strategically added new business lines by following proven business models and areas of consumer demand. The company was mentioned in 10% of all Q2 earnings calls by CEOs of other companies, and in Q2 2017 invested $5.5 billion in R&D alone. 2016 revenues reached $136 billion with an EBITDA of $11.7 billion (8%), and the forecast for 2017 is $173 billion in revenue, with an EBTIDA margin that may be lower than that of 2016. Many companies are left wondering just how they can compete with this ever-growing behemoth.

Case Studies: Acquisitions that Created Substantial Value for the AcquirerThe acquisition of Opentable by Priceline, Aegis by Dentsu, and SNL Financial by McGraw Hill Financial (to form S&P Global) are all examples in which inorganic growth contributed to a significant rate of return for the acquirer.

6 | Client Briefing November 2017

At Outsell’s Signature Event, JEGI’s Founder and CEO Wilma Jordan provided her annual M&A overview, covering recent key transactions and a forward-looking outlook for the global information, media and technology industry. Below are excerpts from her presentation.

The marketing services and technology sector continues to be very active, with 432 transactions accounting for $33.7 billion in value through Q3 2017. Deal value increased slightly at 3% through Q3 2017 vs. the same period in 2016, although the number of deals decreased 8% for the sector, from 471 in 2016.

M&A activity for the mobile media and technology sector declined in both deal volume and value through Q3 2017, to 69 transactions and $968 million in value, compared to 88 deals and $2.2 billion in value through Q3 2016.

JEGI Q3 2017 M&A OVERVIEW (CONTINUED FROM PAGE 2)

To view JEGI’s full Q3 2017 M&A report, please visit www.jegi.com.

Client Briefing November 2017 | 7www.jegi.com

EMERGING COMPANY GROWTH TANK

In a session at Outsell’s Signature Event, eight innovative emerging growth companies were spotlighted as shaping the future of the information industry and as examples of next-generation solutions in action.

YEWNOYewno helps people research and understand the world. Using cutting-edge computational linguistics and machine learning technology, the company has transformed millions of articles and books into a network of connected concepts and documents. Yewno’s next-generation technology utilizes algorithms to mimic the way an inference is formed in the human brain when concepts are connected.

VISIBLE ALPHA

Visible Alpha is an investment technology firm transforming the way Wall Street firms collaborate on research, financial models and other services. The company combines advanced data correction methodologies, a secure distribution network and sophisticated analytical tools to drive efficiencies and transparency into the research process and help firms generate alpha in new and differentiated ways. Visible Alpha is improving the way investors consume and analyze sell-side research services across every aspect of their workflow.

DISCERN ANALYTICSDISCERN Analytics connects data to decisions. They offer decision-enhancing signals tailored to client workflow. DISCERN Analytics creates personalized visualizations to surface non-obvious trends.

UBERRESEARCH UberResearch is a software solutions company focused on helping funding organizations, non-profits, and governmental institutions make more informed decisions about science funding. For the past 10 years, the UberResearch team has served funders with information tools based on natural language processing and search technologies. UberResearch solutions provide better views of grant portfolios, peer groups, and data from the funding community at large.

KUDOS INNOVATIONKudos was developed to help researchers ensure their publications get found, read and cited in a world of information overload. Kudos works with publishers, universities, corporations, funders, metrics-providers and other intermediaries to help aggregate efforts around researchers to build impact for their work.

ALPHASENSEAlphaSense provides a breakthrough search engine for investment and corporate professionals. Their mission is to organize the world’s investment information by semantically indexing the millions of documents that are released every year on public companies worldwide.

DAWEX SYSTEMS Dawex is a global data marketplace where organizations meet, buy and sell data, directly and securely. Acting as a trusted third-party, Dawex operates on a transactional-based revenue model. Developed with a rigorous focus on data protection, Dawex is designed for companies of all sizes, allowing transactions on all types of data such as business, technical, personal or anonymized data.

ADBRAINAdbrain is a global provider of intelligent identity resolution technology, used by digital marketers and their partners to create advanced customer ID maps. These maps are used to target and measure customers across devices, channels and platforms. With Adbrain’s innovative customer ID mapping solution, marketers and technologists have a clear view of their customer’s identity and can deliver a consistent, personalized customer journey across devices. Adbrain is part of The Trade Desk, a global technology platform for advertisers.

8 | Client Briefing November 2017

Wilma JordanFounder & CEOwilmaj@jegi.com

Kathleen ThomasManaging Directorkathleent@jegi.com

Tolman GeffsCo-Presidenttolmang@jegi.com

Richard MeadManaging Directorrichardm@jegi.com

David ClarkManaging Directordavidc@jegi.com

Jeff BeckerManaging Directorjeffb@jegi.com

Michael HirschManaging Directormichaelh@jegi.com

Sam BarthelmeManaging Directorsamb@jegi.com

Adam GrossCMOadamg@jegi.com

Bill HitzigCOObillh@jegi.com

Amir AkhavanManaging Directoramira@jegi.com

Joseph SanbornManaging Directorjosephs@jegi.com

EXCEPTIONAL M&A TRANSACTION EXPERIENCE

JEGI’s client is mentioned first in each of the above transactions

Wyndham Jade is a leading event technology and travel management company.

HAS BEEN SOLD TO

etouches is a leading provider of cloud event management software and venue sourcing.

MFV Group is a leading global event organizer for the franchise industry.

TheaterMania is a leading SaaS provider of ticketing and related digital media offerings for the entertainment industry.

Becker’s Healthcare is a leading source of cutting-edge business information for healthcare industry leaders.

AdExchanger is a leading integrated media and events company with highly acclaimed conferences and media offerings.

HASACQUIREDRECAPITALIZED BY

HAS BEEN SOLD TO

A PORTFOLIO COMPANY OF

HAS BEEN SOLD TO

Entrada is a leading provider of integrated mobile solutions that improve healthcare efficiencies and outcomes.

HAS BEEN SOLD TO

A SUBSIDIARY OF

Daily Racing Form is a leading provider of data and intelligence for the horse racing industry.

Framestore is a leading global VFX and CG content production company.

AlliedPRA is the largest destination management company in the U.S.

A PORTFOLIO COMPANY OF

HAS BEEN SOLD TO

Avention is a leading business intelligence and software platform for sales acceleration.

A PORTFOLIO COMPANY OF

HAS ACQUIRED

Yachting Promotions is a leading operator of the largest yachting and boat shows in the U.S.

A PORTFOLIO COMPANY OF

TO

HAS SOLDYACHTING PROMOTIONS INC.

DBA SHOW MANAGEMENT

HAS BEEN SOLD TO

HAS SOLD A 75% STAKE TO

A CONSORTIUM OFCHINESE INVESTORS LED BY

Doug StoweEVPdougs@jegi.com

“JEGI has once again delivered an exceptional result for us. They bring to bear a depth of understanding of B2B businesses with exceptional deal execution, persistence, poise and creativity. Our deals weren’t straight forward – customers and teams across four times zones and geographies – but JEGI worked with our team to understand the specifics and then helped us clearly communicate the opportunity to buyers. They got deals done that both sides celebrated. When the deals got tough, JEGI got going.”

Erik Levy Group Head Corporate Development & M&A, DMGT

“I have long admired JEGI for the work they do in the media and events space, especially. Now I understand first-hand why JEGI’s reputation in our industry is so stellar. First and foremost, the JEGI team is comprised of good and extremely talented people. JEGI team members bring their best game every day (and some late nights) to the process underway. When that game is best-in-class, as it is at JEGI, great outcomes are realized. We were fortu-nate in this regard, and look forward to working with JEGI again as we move our business forward.”

Tony LorenzCEO, AlliedPRA

James NallyDirectorjamesn@jegi.com

Connect is a leading US business travel and meetings event organizer.

Leading providers of governance, risk and compliance information.

HAS BEEN SOLD TOHAVE BEEN SOLD

IN A PRE-PACKAGEDMERGER TO

+

V12 Data is a leading DaaS platform offering integrated omnichannel data products and marketing technology.

&

HAVE MERGED TO FORM

WITH INVESTMENT FROM

Fizziology is a leading social insights and analytics company in the media and entertainment sector.

Hobsons Admissions is a leading supplier of CRM & application management software to higher education institutions.

HAS SOLD ADMISSIONS CRM SOFTWARE BUSINESS TO

A PORTFOLIO COMPANY OF

Hobsons Solutions is the leading provider of international enrollment management solutions to universities worldwide.

HAS SOLD

AN INVESTMENT OF

TO

HAS ACQUIRED

A PORTFOLIO COMPANY OF

NEW YORKJEGI150 East 52nd Street,18th FloorNew York, NY 10022 +1 212 754 0710 www.jegi.com

BOSTONJEGIOne Liberty SquareBoston, MA 02109+1 617 294 6555 www.jegi.com

LONDONClarity 90 Long Acre London, WC2E 9RA +44 20 3402 4900 www.claritycp.com

SYDNEYClarity, L35, Tower One International Towers 100 Barangaroo Avenue Sydney, NSW 2000 +61 2 8046 6840 www.claritycp.com

IN MEMORY OFRobert F. Biolchini

With heavy hearts, we want to acknowledge the November8, 2017 passing of a dear, longtime friend of JEGI and formerPennWell Corporation CEO, Robert “Bob” F. Biolchini. In hisnearly 50 years with PennWell, Bob helped to transform thecompany from a small magazine publisher into one of thelargest and most successful diversified B2B mediacompanies. Bob will be remembered for his extraordinaryvision, energy and leadership, and will be greatly missed byall those who had the pleasure of knowing him. Our deepestcondolences are extended to Bob’s wife, family and theteam at PennWell. He will surely be missed.

From the May/June 2001 JEGI Client Briefing