1

Report Summarizing Media Sector Activity

November 2015

Fred Seegal Vice Chairman

212.508.1626 (w) 917.992.5027 (m) fseegal@pjsc.com

Juan Mejia Managing Director 212.508.1659 (w) 917.716.8143 (m)

jmejia@pjsc.com

Mark Boidman Managing Director 212.508.1661 (w) 917.526.1092 (m) mboidman@pjsc.com

Twitter: @MBoidman

Media, Entertainment, Communications & Technology

Joe Stein Managing Director 212.508.1662 (w) 203.550.2184 (m)

jstein@pjsc.com

Capital Markets

Rich Brail Head of Media, Ent.,

Comm. & Tech 212.508.1628 (w) 646.458.1570 (m)

rbrail@pjsc.com

The Media Monthly

Special Highlights in This Issue:

NYC TV Week Highlights

State of Mobile Commerce

Why The Internet Won’t Be The Next TV for Advertising

Can Anything Stop The Decline of Traditional TV?

Ad Spend Forecast

Ad Tech January 2014 to Present

Recent PJSC Transactions:

Has agreed to acquire selected assets from

The undersigned is serving as advisor to Key Food

PETER J. SOLOMON COMPANY

Pending

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The Media Monthly

Over 50% of US households use more than one OTT service

- Netflix is the most popular subscription service with over 40% of the total OTT

- Hulu and Amazon Prime are the next two biggest providers, followed by many niche services providing specific video content

In Q2 2015, consumers paid ~80% of total media expenditure to pay TV providers while only ~10% went to OTT providers and internet video subscriptions

- However, OTT and internet are receiving ~35% of total video consumption

Ease of navigation and how quickly consumers can find content they are looking for are important factors for OTT providers

Major advantage for OTT providers is the direct relationship they have with the viewer

- Viewers control what they want to watch and OTT provider offers suggestions based on recent consumption

Roku recently partnered with Nielsen to measure video advertising on Roku devices, which will enable marketers to buy video advertising with more certainty on who is viewing the ads

NYC TV Week Highlights

Although On-Demand TV has surged over the past few years, traditional cable providers are still maintaining their subscribers

- Many viewers still do not know what they want to watch and would rather pay a premium for a variety of networks and content so they can channel flip

- On-Demand music, such as iTunes has been around longer than On-Demand TV, yet people are still listening to music from the radio and from music streaming platforms because they don’t know what they want to listen to

Content providers are launching VideoEverywhere platforms to compliment their TV network service

- HBO Now launch subsequently led to an increase in HBO Go subscriptions

Creating popular original content is the ultimate goal, as advertisers will pay for more views

- Traditional subscription service players such as Netflix, Amazon Prime and Hulu are creating more original content to complement the vast video library they already have

Recent Over-the-Top (OTT) Trends On-Demand vs Traditional Cable

PJSC’s TMT Team is a Proud Partner of NYC TV Week

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The Media Monthly

4 in 10 transactions now involve multiple devices

- Cross-device purchasers are 20% more likely to complete the transaction on their mobile device than the average user (a)

- One-third of desktop sales now involve mobile prior to purchase

- Shoppers are visiting the retailer’s desktop and mobile browser sites when researching and making a purchase

State of Mobile Commerce

Source: Criteo. (a) Where the consumer has more than one device. Based on Criteo’s cross device product providing exact matches of users across multiple devices. (b) Defined as retailers that have over 25% of E-commerce transactions on mobile. Of those mobile transactions, more than 10% are from mobile apps.

Apps are making it easier for shoppers to make purchases Apps now generate at least half of all mobile sales for retailers who have made their app experience a priority (b)

- Apps convert at a 3.7x higher rate than mobile browsers and convert at a 2x higher than desktops in the case of retail

- Order per transaction for apps is $116, compared with $100 for desktops and $91 for mobile browsers

The average retailer has seen its mobile transaction share grow 15% this quarter

Smartphone share of mobile transactions grew to 56% in Q3 as screens continue to grow

Mobile is Becoming the Preferred Purchase Device For Cross-Device Shoppers

Retail eCommerce transactions have risen in almost all of the top countries from Q2 to Q3 2015

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The Media Monthly

Ad blocking was added to the list of important issues facing online media channels, which already included online fraud and viewability

Digital place based ad revenue is up 14.3% (1st half ’15 vs 1st half ’14) “We’re not just selling signs, it's engagement with the audience. To do

this, we have to understand the brand’s architecture “ - François de Gaspé Beaubien, DPAA's Chairman and CEO of Zoom

“Location data is key, it is the intersection of media and creative data” - Alan Smith, Chief Digital Officer, Assembly

Digital Place Based Advertising Association September 2015 Members Meeting

Patented digital screens are situated at the retail checkout lanes in large grocery stores - They replace signs used to indicate when the lane is

closed and play relevant advertising to shoppers walking or standing in front of them

Unique technologies include embedded profiling technology using cameras and proprietary algorithms / software to personalize the ad content based on the shopper in front of the screen

Can include either a beacon transponder or near field communication (NFC) transponder to push offers to shoppers in the vicinity of the screens

Impax Media - DOOH Advertising Company That Uses Advanced Big Data / Technology to Ensure That the Most Relevant Ads Are Being Shown to the Appropriate Shopper Passing by the Screen

DPAA’s recent media summit was well received - details will be included in next issue

Puma, in Partnership With Blue 449 and Zenith Media, Teamed up With Blue Bite and Loop to Create a One-Of-A-Kind Campaign to Promote Puma’s Latest Sneaker, the Ignite XT

Deployed in collaboration with JCDecaux in Chicago, custom built experiential transit shelters portraying Puma’s training campaign will feature the first-ever integration of NFC and dual-beacon tech in OOH

Transit shelters outfitted with Blue Bite’s mTAG (NFC/QR) and esca (dual-mode beacon) technologies

Users will be able to tap or scan the mTAG installed on the display to launch a mobile experience promoting the Ignite sneaker

Users with the PUMATRAC app installed on their device will receive a notification when they are within proximity of the shelter

PJSC is a proud DPAA member

Puma experiential transit shelter integrating Blue Bite esca beacons

Digital screens inform customers about relevant products in the store

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The Media Monthly

0%10%20%30%40%50%60%70%80%90%

2014 2015 2016 2017 2018 2019

Advertising forecaster eMarketer lowered its growth estimated for 2015 world-wide ad spending, citing slower than expected growth in Latin America, Western Europe and North America

North America’s ad-growth slowdown is being fueled by the shift in spending from traditional media such as TV, newspapers and magazines to digital, including mobile, advertising

eMarketer estimated North American digital spending will rise by 16.8% to $62.07 billion in 2015 with mobile spending climbing by 59.9% to $31.53 billion

Why The Internet Won’t Be The Next TV for Advertising

Source: WSJ, MoffettNathanson, Nielson, Video Everywhere - DPAA.

However, eMarketer believes that the value being lost in the traditional arena is not being completely made up with the value being gained by digital

This is due to advertiser wariness about ad fraud and accuracy of measurement and targeting in some digital formats

Traditional television viewing has decreased from the prior year across the majority of demographics

Pay TV industry lost an estimated 556,000 subscribers in Q2

ESPN alone lost 3.2 million estimated subscribers over 12+ months

Cable channels' commercial ratings have been down every month since May 2014

In July, usually a good season for cable viewing, 21 of the 30 top cable nets saw significant declines in prime time ratings

Many popular services such as Netflix and HBO Go do not take advertising and ad blocking is growing exponentially online

Can Anything Stop The Decline of Traditional TV?

Mobile internet ad-spending growth is projected to considerably slow down in the next few years

Mobile Internet Ad-Spending Growth Estimates and Forecasts For North America

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The Media Monthly

Mobile ad spend will leapfrog radio, magazine and newspaper spend by 2017, making mobile the world’s third-largest medium after television and desktop

Global expenditure on mobile advertising is estimated at $29.8 billion for 2014 and is expected to rise to $89.5 billion by 2017

Mobile is expected to be the main driver of global ad spend growth in the coming years, contributing 83% of all additional spend between last year and 2017

Television is expected to remain the largest medium through 2017, however, its share of global ad spend is projected to decline as digital channels grow more quickly

Ad Spend Forecast: Mobile to Overtake Print and Radio by 2017

Source: ZenithOptimedia, publicly available information.

Cumulus Media and iHeartMedia have seen their LTM share prices decrease around 90% and 75%, respectively - Millennials have been switching to more of a streaming option for

listening to music for years, and companies are now noticing, attracting new entrants into the space

- Tech giants have launched their own streaming options, such as Apple with its launch of Apple Radio, Amazon with its prime music and Google with its Google Play Music

- Saturated market that includes traditional music streaming companies such as Pandora, Spotify and Rhapsody

Radio companies are looking towards grabbing broadcasting rights for sporting events as this is still popular for people who like listening to the play-by-play - For example, Cumulus Media recently landed the rights to White Sox

baseball and Bulls basketball games in Chicago starting in 2016 iHeartMedia Q3 reported revenues were up 2% YoY to $847 million, however,

operating income before depreciation and amortization of non-cash charges (OIBDAN) was down 0.1% to $326 million

PJSC’s Eric Lesorgen: Traditional Radio Companies Have Been Struggling Over the Past Year Due to the Increased Presence of Music Streaming Options

Mobile ad-spending is projected to increase to 15% of total adspend by 2017

Share of Global Adspend by Medium (%)

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The Media Monthly

New campaign from the Outdoor Advertising Association of America, dubbed “Feel the Real,” makes the pitch that out of home (OOH ) ad platforms including billboards and transit shelters don’t suffer those problems

Media space for the campaign is worth more than $2 million and was donated by the OAAA’s OOH media member companies

Outdoor Ad Industry’s Pitch: Real People See Billboards

Source: WSJ.

OOH companies looking to capitalize on marketers’ fears about whether digital ads are viewed by real people

OAAA sponsored billboard looking to raise awareness about the benefits of physical ads

Outdoor ad spending in the U.S. totaled ~$7 billion in 2014 compared with about $50 billion for online ad spending

Much of the growth of outdoor ad spending has been fueled by new digital billboards that can be updated dynamically and its ability to reach mass audiences in transit

Outdoor Advertising Industry is Rolling Out a New Campaign Meant to Capitalize on Marketers Growing Fears About Whether the Digital Online Ads They Buy Are Being Viewed by Real People

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Sector News

Out-of-Home Media

11/2: OUTFRONT Media agreed to sell its Latin American business to JCDecaux Latin America / Corameq for $82 million

10/20: CIVIQ Smartscapes, a leader in interactive smart city communications solutions, announced Brian Dusho has joined the company to serve as President of DOOH

10/19: Branded Cities Network announced that it is hiring Denise Levine as Chief Revenue Officer

10/16: The Taxi and Limousine Commission voted to replace backseat taxi TVs with a new pilot GPS-based meter system that could use smartphones or tablets to calculate fares and process payments

10/15: Gimbal, the location intelligence platform, announced the acquisition of Phigital’s mobile experience suite, enhancing Gimbal’s ability to offer rich, contextually relevant experiences at the right time and place

9/30: DOOH company, Dynamic Outdoor introduced a new audience measurement technology called Dynamic Audience Intelligence that provides detailed metrics, analytics and audience profiling for its inventory across the country

9/15: AdMobilize, an ‘internet of things’ technology company, announced that it has formed a national strategic partnership with Verizon to connect the physical world of analytics to the online grid

9/10: OUTFRONT Media announced the launch of OUTFRONT PRIME, the new brand for its ‘super premium’ outdoor assets comprised of the most highly-trafficked and iconic billboard locations across the US

9/7: Proximity marketing firm Proxama announced a new partnership with Ubiquitous, the UK’s largest provider of taxi advertising, which will see beacon-enabled ads rolled out in taxis in London and other major cities around the UK

Source: Company press releases and Wall Street Research.

10/29: French music streaming site, Deezer, pulled its €300 million IPO, claiming that market conditions were not right for the sale

10/22: Sonos joined Mood Media to bring its popular wireless music experience to restaurants, retailers and other public spaces

10/20: Apple CEO Tim Cook disclosed that its music streaming service, Apple Music, currently has 6.5 million paying subscribers and 8.5 million customers on a trial period

10/8: Sony announced it is selling its 50% stake in a music-publishing operation Sony/ATV Music Publishing, a jointly owned entity of Sony and the Michael Jackson estate

10/7: Pandora Media announced that it acquired Ticketfly, a ticketing agency that specializes in smaller venues, in a cash and stock transaction for around $450 million

9/24: Pandora Media said in a news release that it generated over $1.5 billion in royalties for music makers, citing joint revenue streams from ad-supported and paying subscribers that helped it reach the milestone

9/17: SFX Entertainment attracted $60 million in new financing, giving the festival producer liquidity needed to support its hunt for a buyer

9/15: Gray Television agreed to acquire nine TV and three radio stations from Schurz Communications for about $442 million, including working capital at closing

9/3: DTS purchased radio technology provider, iBiquity, for $172 million in order to expand its platform for providing audio solutions across the entertainment spectrum

Radio / Music

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Sector News

Source: Company press releases and Wall Street Research.

Broadcasting / Telecommunications

10/1: Google acquired Jibe Mobile, the California-based Rich Communications Services firm, which specializes in carrier messaging, including group chats, high resolution photos and more

9/29: AOL unveiled LIVE, an end-to-end service for the production, streaming, distribution and monetization of live events

9/28: Nexstar made an unsolicited $14.50 per share offer for Media General, totaling $4.1 billion for the broadcasting company

9/28: Comcast’s NBCUniversal Media struck a deal to buy a 51% stake in Universal Studios Japan for ~$1.5 billion

9/24: Dermot McCormack, AOL’s president of video, is leaving after less than one year in the position

9/17: Altice struck a deal to buy Cablevision Systems for about $10 billion, making it the fourth largest cable operator in the US

9/9: 21st Century Fox announced a $725 million cash and stock deal to expand a partnership with the National Geographic Society as part of a renewed focus on brands with ‘unquestionable consumer appeal’

9/9: Telecommunications company, CommScope, announced its acquisition of Airvana, a provider of 4G LTE and 3G small-cell wireless solutions, for an undisclosed amount

9/8: Media General agreed to acquire all of the outstanding common stock of Meredith in a cash and stock transaction valued at ~$2.4 billion, creating a new company that will be called Meredith Media General making it the third largest local television station owner in the country

9/2: CBS Sports Network is expanding its streaming coverage of NFL games, which will be offered online and on over-the-top devices for free with no authentication needed

11/3: In a joint venture, Vice Media and A&E Networks announced the launch of ViceLand, a new 24-hour channel programmed and produced exclusively by Vice

10/27: Tribune Media and AT&T reached a new retransmission agreement where Tribune Media’s television stations and broad distribution of WGN America will be made available to AT&T’s U-verse and DIRECTV subscribers

10/21: Time Warner named David Haddad president of Warner Bros. Interactive Entertainment

10/19: UK TV broadcaster, ITV, announced that it would pay £100 million for the TV operations of Northern Ireland’s UTV Media

10/19: Major media companies, including Fox Sports, A+E Networks and NBCUniversal Media struck deals to offer their content on YouTube’s new subscription service, which will reportedly cost consumers $10 a month

10/12: DISH Network reached a multiyear agreement for the retransmission of TEGNA’s local channels in 38 markets

10/8: Gannett agreed to acquire Journal Media Group for about $280 million, creating a portfolio of 106 local markets in the US

10/7: Carmike Cinemas acquired all of Sundance Cinemas for $36 million in cash

10/6: The European Commission opened an in-depth probe into Liberty Global’s ~$1.5 billion purchase of Belgium’s Base Company, saying that it had concerns that this can lead to higher prices, fewer choices and fewer innovative services in the Belgium cellular space

10/2: Verizon rolled out its over-the-top video service go90, which is a free, ad-supported service allowing customers to watch live events, prime-time television and other original series

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Sector News

Source: Company press releases and Wall Street Research.

Other Key Digital Media and Tech Headlines

9/29: ComScore, a provider of digital media analytics products, announced that it will acquire media measurement company, Rentrak, for ~$800 million

9/29: Google introduced two new models of its Chromecast streaming device, including one designed for audio files, as well as two Nexus phones and a tablet

‘9/28: Apple said it sold more than 13 million iPhone 6s and iPhone 6s Plus models in their first three days on the market, up 30% from launch sales of the iPhone 6 last year and a record for the company

9/27: Yelp’s board appointed Diane Irvine, the former CEO of Blue Nile, as the company’s first chairwoman

9/23: Hearst acquired a minority stake in Complex, a digital media network, with a $21 million strategic investment

9/22: FactSet Research Systems said that it is paying $265 million for automated trading technology provider, Portware, in what appears to be a move to gain share from rivals Bloomberg and Thomson Reuters

9/20: Dialog Semiconductor agreed to buy Atmel for ~$4.6 billion to diversify its customer base away from Apple and other mobile device makers

9/16: News Corp agreed to buy London viral ad business, Unruly Media, for $177 million in order to take advantage of growing consumer interest in online

9/4: Amazon agreed to buy Elemental Technologies, a provider of software-defined video services for multiscreen content delivery, for an undisclosed amount as it steps up its video streaming game against rivals such as Netflix and Hulu

9/4: BlackBerry announced the acquisition of Good Technology, a developer of software that helps corporations manage mobile devices and applications, for $425 million

9/3: AOL announced that it acquired advertising technology company, Millennial Media, for $1.75 per share, working out to an enterprise value of $238 million

11/5: Expedia agreed to acquire HomeAway, an online marketplace for the vacation rental industry, for an equity value of ~$3.9 billion in cash and stock

11/3: Activision Blizzard announced the acquisition of all the outstanding shares of King Digital Entertainment for $18 in cash for a total equity value of $5.9 billion and enterprise value of $5 billion

11/2: Business web hosting firm, Endurance International Group, acquired Constant Contact, which provides email marketing tools for small businesses, in a deal valued at $1.1 billion

10/28: IBM announced that it will acquire The Weather Company’s digital assets in a deal valued at over $2 billion

10/22: Google unveiled a paid, ad-free version of YouTube, named YouTube Red, which will cost $9.99 per month and will provide features such as offline viewing on mobile devices, ad-free viewing and video playing in the background

10/21: Western Digital, a storage solutions company, entered into an agreement to buy all of the outstanding shares of SanDisk for a total value of ~$19 billion

10/14: Blucora struck a deal to acquire privately held HD Vest Financial Services, the holding company for the group of companies that provide financial services, for ~$580 million

10/12: Dell announced it signed a definitive agreement to acquire EMC in a deal valued at ~$67 billion, while keeping VMware as a publicly traded company

10/6: IBM announced it entered into a definitive agreement to acquire Cleversafe, a leading developer and manufacturer of object-based storage software and appliances, for an undisclosed amount

10/1: SoftBank led a $1 billion investment in US financial technology startup SoFi, making it the largest single financing round in the fintech space to date

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Global M&A Deals in AdTech (January 2014 through November 2015)

Source: Wall Street research. (a) Purchase price after taking into account tax benefits resulting from the transaction.

(Amount in Millions)Transaction Multiple

Date Transaction LTM LTMAnnounced Acquiror Target Value Sales EBITDA Major Business Focus

Nov-15 NeuStar MarketShare Partners $390 (a) 6.8 x -- Digital marketing measurementSep-15 comScore Rentrak 800 7.1 53.0 x Digital media analytics Aug-15 Mobile Embrace Vizmond 3 -- -- Online advertising servicesJul-15 E.W. Scripps Midroll Media 50 -- -- Provider of advertising services for podcasters

Jun-15 Acquire Learning CareerOne 24 -- -- Digital media and technologyMay-15 Gravity4 TradeDoubler 68 0.3 Digital marketing and technologyMay-15 Red Ventures Imagitas 310 -- -- Digital marketing solutionsMar-15 Rubicon Project Chango 122 2.5 -- Intent marketing, programmatic buyingMar-15 AppNexus Yieldex 100 -- -- Automated online advertising technologyMar-15 Vector Capital Triton Digital -- -- -- Technology provider to the digital audio industryMar-15 Nielsen eXelate 200 5.7 -- DMP, measurementDec-14 Oracle Datalogix 1,200 9.6 -- Data management, measurement, targetingDec-14 AOL Vidible 50 -- -- Video syndicationNov-14 Yahoo! BrightRoll 640 6.4 -- Programmatic videoNov-14 Rubicon Project Isocket 25 NM -- Direct orders automationNov-14 Rubicon Project Shiny 5 -- -- Direct orders automationOct-14 Telestra videoplaza 80 10.0 -- Video AdTechSep-14 Alliance Data Systems Conversant 2,300 3.8 11.3 Digital marketing services Sep-14 Millennial Media Nexage 108 13.2 -- Mobile SSP, exchangeSep-14 Yahoo! Luminate -- -- -- Image advertising and content network services

Sep-14 Cyber Kiosk Solutions Cyber Kiosk Solutions -- -- -- Sale of multi-media advertising space for internet access kiosks

Aug-14 Rocket Fuel [x+1] 230 3.2 -- Mobile SSP, exchangeJul-14 WideOrbit Admeta -- -- -- Online advertising platform solutions

Jul-14 Yahoo! Flurry 300 3.0 -- Mobile application analytics and data-powered advertising platform

Jul-14 LinkedIn Bizo 175 3.5 -- B2B retargeting / marketing services

Jul-14 Nanjing Hanen Animation & Game Guangdong Golden Glass Technologies 83 -- -- Interactive digital display and mobile advertising

servicesJul-14 Facebook LiveRail 500 8.3 55.6 Video AdTechJul-14 Twitter TapCommerce 100 -- -- Mobile Ad Retargeting

Jun-14 Perion Networks Grow Mobile 42 -- -- Mobile application advertising technologyJun-14 Opera Software AdColony 350 6.6 44.3 Mobile video ad platformJun-14 Undertone Upfront Media -- -- -- Programmatic buying technologyJun-14 SingTel / Amobee AdConion 229 1.2 -- Online advertising networkJun-14 SingTel / Amobee Kontera 150 -- -- In-text advertising solutions

Jun-14 WideOrbit Abacast -- -- -- Online streaming, advertising and analytics services

Jun-14 Twitter Namo Media 50 NM -- Native advertising for mobile devices

Jun-14 Marin Software Perfect Audience 23 -- -- SaaS platform to retarget website visitors across the web, Facebook and Twitter

May-14 AOL PrecisionOnDemand -- -- -- Television advertising targeting and measuring company

May-14 Gunagdong Eastone Century Technology Suzhou Intimes Technology 9 16.8 -- Mobile advertising platformsMay-14 AOL Converto 101 -- -- Marketing analytics and optimization platform

May-14 Google Adometry -- -- -- Cross-channel marketing optimization and media attribution engine

May-14 Blinkx Lyfe Mobile -- -- -- DSP / DMPApr-14 HitFox Datamonk -- -- -- Mobile targeting and analytics platformMar-14 IgnitionOne Knotice -- -- -- Data management platform (DMP)Mar-14 Lotame AdMobius -- -- -- Mobile audience management platformFeb-14 D.A. Consortium; Hakuhodu DY Media iREP 11 0.3 13.4 Search engine marketing (SEM) integratorFeb-14 Oracle BlueKai 375 14.0 -- Data management platform (DMP)Feb-14 Criteo Tedemis 29 3.4 -- Email marketingFeb-14 Sungy Mobile Getjar 36 -- -- Mobile application storeFeb-14 Conversant SET Media 30 NM -- Digital video technology companyFeb-14 adQuota Denmark Mobi Targets -- -- -- Mobile advertising networkJan-14 Facebook Branch Media 15 31.3 -- SocialJan-14 Microsoft Parature 100 7.0 -- SocialJan-14 Yahoo! Sparq -- -- -- Mobile ad platform

Jan-14 Grocery Shopping Network PlaceWise Media -- -- -- Multiplatform digital marketing and advertising services

Jan-14 YP Sense Network -- -- -- Location data analytics and information solutions

Jan-14 Opera Mediaworks Hunt Mobile Ads -- -- -- Mobile advertising network targeted to Spanish-speaking market

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The Media Monthly

Rentrak will merge into a wholly-owned subsidiary of comScore

- Each share of Rentrak will be converted into the right to receive 1.15 shares of comScore

- Upon completion, comScore shareholders are expected to own ~66.5% and Rentrak shareholders are expected to own ~33.5% of the combined company on a fully diluted basis

The combination of each company’s products, talent and significant information assets will provide more robust measurement solutions to the media and advertising industries

- Combined company can introduce a more comprehensive and precise set of solutions for measuring media consumption and advertising across platforms

Mildly dilutive to Non-GAAP EPS in 2016 and accretive in 2017

- Combined company is expected to have total synergies of at least $20 million in 2016 and at least $35 million in 2017

- Anticipates a significant portion of synergies to be revenue related

WPP will have a 16% stake in the combined company with an option to go up to 20% (but no Board seat)

Case Study by PJSC’s Eric Lesorgen : comScore / Rentrak Merger

Financial markets welcomed this deal as both companies saw a significant rise in their respective stock prices

Merger creates a more formidable competitor to Nielsen in viewer measurement

- Will create a heated race for an accurate and accepted means to measure combination of TV, Over-the-top, Video-on-demand and mobile viewing

- However, Nielsen will still remain the industry benchmark due to its size and reach

“The deal addresses an imperative need for a flexible and trusted metric for cross-platform media buying and selling, with siloed TV and digital analytics no longer adequate” – Matthew Harrigan, Media analyst at Wunderlich Securities

Press Release Highlights / Strategic Rationale Market Reaction

September 29th - comScore and Rentrak Announce Merger With a Deal Value of $800 Million

Combined Financials

Source: Company filings, press releases. * Denotes Rentrak executive. (a) Calculated as 39.16 million comScore shares + 1.15*16.2 million Rentrak shares.

(b) Defined as $2,375mm combined market cap + $30.5mm total debt - $267mm of cash. (c) Calculated using LTM EBITDA of $100mm.

Key Executive Officers / Board of Directors

Serge Matta – CEO Bill Livek * – Vice

Chairman & President Melvin Wesley – CFO Christina Lin – Chief

Privacy Officer, General Counsel

David Chemerow * – Strategic Advisor to the CEO

12 total Board members - 8 Board members

from comScore will remain (Magid Abraham will be Executive Chairman of the Board)

- 4 members of the Rentrak Board will be added

Revenue EBITDA Margin Cash

comScore $349m $85m 24% $188m

Rentrak 108m 15m 14% 79m

Total $457m $100m 22% $267m

LTM Financials as of June 30, 2015:

Pro Forma Share Price Analysis off of 9/29/15 merger announcement:

1 day prior 1 day after Current

comScore $43.15 $46.15 $44.19

% Change 7% 1%

Rentrak $43.82 $54.07 $52.44

% Change 23% 20%

Combined Market Cap (pre-merger): $2.4 billion, pro forma share count of 57.8mm (a)

Enterprise Value of Combined Company: $2.13 billion (b) - LTM EV / EBITDA Multiple: 21x (c)

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Source: Peter J. Solomon Company Estimates as of June 2015 based on SEC filings, news, research and other industry sources.

CPM (Cost Per Mille or Cost Per Thousand) is a commonly used measurement in advertising. Radio, television, newspaper, magazine, out-of-home advertising and

online advertising can be purchased on the basis of showing the ad to one thousand viewers. It is used in marketing as a benchmarking metric to calculate the relative

cost of an advertising campaign or an ad message in a given medium. The cost per thousand advertising impressions metric (CPM) is calculated by dividing the cost of an advertising placement by the number of impressions

(expressed in thousands) that it generates. CPM is useful for comparing the relative efficiency of various advertising opportunities or media and in evaluating the overall

costs of advertising campaigns.

PJSC Major Media CPM Comparison

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Source: Capital IQ, Bloomberg and Wall Street research.

Market Indicators

Share Price Performance

Performance% of 52 1-Month YTDWeek % %

11/9/15 High Change ChangeNasdaq Composite 5,095 97.6% 5.5% 7.8%Dow Jones Industrial 17,730 96.8% 3.8% (0.6%)S&P 500 2,079 97.5% 3.2% 1.0%

Bloomberg Economic Forecast4Q15E 1Q16E 2Q16E 3Q16E 4Q16E

Real GDP 2.30 % 2.80 % 2.50 % 2.60 % 2.60 %Core CPI 0.80 1.90 1.70 1.90 2.10Fed Funds 0.45 0.65 0.85 1.05 1.253 Mo. LIBOR 0.49 0.69 0.92 1.15 1.3110 Yr Treasury 2.31 2.43 2.59 2.71 2.82Unemployment 5.00 4.90 4.90 4.80 4.70

Stock Price 1 - Month % YTD % Stock Price 1 - Month % YTD % Out-of-Home Media 11/9/15 Change Change Radio 11/9/15 Change ChangeAPG|SGA $379.60 (8%) 31% Beasley Broadcast Group $3.92 (5%) (22%)AirMedia Group 5.47 (1%) 110% Cumulus Media 0.28 (63%) (94%)Clear Channel Outdoor 5.73 (25%) (48%) Emmis Communications 0.75 (35%) (59%)JCDecaux 38.65 (2%) 12% Entercom Communications 11.16 3% (12%)Lamar 57.34 2% 7% iHeartMedia 1.35 (67%) (82%)Mood Media 0.24 (5%) (43%) Radio One 2.01 (18%) 21%National CineMedia 14.45 1% 4% Saga Communications 41.50 9% (5%)Outfront Media 23.07 1% (14%) Salem Communications 6.30 -- (19%)RMG Networks 0.85 12% (30%) Sirius XM Radio 4.11 7% 18%Ströer 65.22 21% 110% Spanish Broadcasting System 6.33 15% 134%

Out-of-Home Median (0%) 5% Radio Median (2%) (16%)Out-of-Home Mean (0%) 14% Radio Mean (16%) (12%)

Broadcasting Advertising/MarketingEntravision $8.52 27% 32% Dentsu $55.91 4% 32%Gray Television 16.59 17% 52% Havas 8.56 1% 5%Media General 15.20 2% (8%) Interpublic 22.67 8% 12%Nexstar Broadcasting Group 55.17 5% 11% Omnicom 72.52 2% (4%)Sinclair Broadcast Group 33.39 17% 25% Publicis 63.96 (13%) (10%)

WPP 22.53 3% 9%

Broadcasting Median 17% 25% Advertising/Marketing Median 3% 7%Broadcasting Mean 13% 22% Advertising/Marketing Mean 1% 7%

Diversified Media New MediaCBS $48.54 13% (11%) eBay $29.18 20% (48%)Discovery 29.00 0% (16%) Google 754.77 12% 43%Disney 116.42 10% 24% Marchex 4.53 5% (5%)Hemisphere Media Group 14.35 4% 8% Millennial Media 0.24 (5%) (86%)News Corp. 14.42 3% (8%) Yahoo! 33.68 4% (33%)Scripps Networks 58.38 4% (23%) Facebook 106.49 14% 36%Time Warner 68.49 (6%) (19%) Amazon 655.49 21% 112%Viacom 47.78 1% (37%)

Diversified Media Median 4% (14%) New Media Median 12% (5%)Diversified Media Mean 4% (10%) New Media Mean 10% 3%

Advertising Technology Advertising ResearchCriteo $37.53 (8%) (6%) Nielsen $47.87 3% 7%The Rubicon Project 15.58 (5%) (3%) comScore 44.19 (13%) (3%)TubeMogul 12.46 1% (41%) GfK 37.16 3% (7%)Rocket Fuel 4.32 (20%) (73%) Ipsos 21.44 1% (24%)MaxPoint Interactive 4.95 (1%) NASizmek 5.98 (10%) (10%) Advertising Research Median 2% (5%)YuMe 3.00 (2%) (42%) Advertising Research Mean (2%) (7%)Tremor Video 2.04 6% (29%)

Advertising Technology Median (3%) (29%)Advertising Technology Mean (5%) (29%)

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16.0 x 15.2 x

10.8 x

ElectronicArts

Activision Take-Two

18.0 x

12.1 x

6.4 x

Pandora CTSEventim

Live Nation SFXEntertainment

Median: 15.0x

Music / Events

Out-of-Home

Median: 12.1x

EV / 2015E EBITDA

Median:15.2x

Video Games

Source: Capital IQ as of November 9, 2015.

42.7 x

Radio

Median: 10.6x

15.8 x

11.4 x 9.7 x

8.8 x

Sirius XM iHeartMedia (CCMedia)

CumulusMedia

Salem

13.7 x 12.6 x 12.3 x 12.0 x

10.2 x

7.3 x

NationalCineMedia

Lamar Outfront Media JCDecaux Clear ChannelOutdoor

Daktronics

13.8 x 12.5 x

10.6 x 9.6 x

Entravision Gray Television Nexstar Sinclair

Broadcasting

Median: 11.6x

16.4 x

13.9 x 13.0 x 11.3 x 11.3 x

10.1 x 10.0 x 9.8 x 7.7 x

LibertyMedia

Six Flags WaltDisney

21st CenturyFox

LibertyInteractive

CedarFair

CBSCorp.

TimeWarner

Viacom

Median: 11.3x

Cable / Content

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15.1 x

10.6 x 9.4 x

4.9 x

Yahoo Amazon Google Ebay Shutterfly Marchex

14.5 x

8.7 x 8.5 x 8.3 x 7.6 x

Cineplex CinemarkHoldings

RegalEntertainment

AMCEntertainment

CarmikeCinemas

16.0 x

14.0 x

9.7 x 9.3 x 8.0 x

CharterCommunications

DISHNetwork

Cablevision Time WarnerCable

Comcast

10.0 x 9.7 x 9.5 x

AMC Discovery Scripps

17.6 x

13.2 x

7.4 x 7.0 x

comScore Nielsen GfK Ipsos

EV / 2015E EBITDA

Theaters

Median: 8.5x

Cable

Median: 9.7x

Median: 9.7x

Cable Content

Source: Capital IQ as of November 9, 2015.

Advertising Research

Median: 10.3x

15.2 x 13.9 x

5.9 x 4.8 x

Criteo The RubiconProject

Millennial Media Sizmek

Advertising Tech

Median: 9.9x

Median: 10.6x

Online Media and Ad Services

29.3x 28.7x

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Source: Capital IQ as of November 9, 2015.

Valuation Metrics 0 Valuation Multiples Growth

Stock Price 52-Week 52-Week Equity Enterprise EV / Revenue EV / EBITDA '13A - '15E CAGROut-of-Home Media 11/9/15 Low High Value Value 2015E 2015E Revenue EBITDAClear Channel Outdoor $5.73 $6.22 $11.68 $2,057 $6,997 2.5 x 10.2 x (1%) (2%)JCDecaux 38.65 25.08 45.55 8,201 8,258 2.4 x 12.0 x 2% 1%Lamar 57.34 43.39 61.73 5,539 7,478 5.5 x 12.6 x 3% 5%National CineMedia 14.45 11.70 16.76 888 1,995 4.6 x 13.7 x (2%) (0%)Outfront Media 23.07 21.55 33.59 3,172 5,367 3.6 x 12.3 x 5% 5%RMG Networks 0.85 0.73 2.24 31 24 0.6 x NM (13%) NM

Global / U.S. Median 3.0 x 12.3 x 0% 1%Global / U.S. Mean 3.2 x 12.2 x (1%) 2%

APG|SGA $379.60 $279.24 $421.94 $1,137 $1,048 3.3 x 13.1 x (3%) 1%Ströer 65.22 16.60 62.50 3,187 3,555 4.1 x 17.7 x 0% 13%

Europe Median 3.7 x 15.4 x (1%) 7%Europe Mean 3.7 x 15.4 x (1%) 7%

AirMedia Group $5.47 $1.65 $7.70 $349 $344 1.4 x NM (4%) NMClear Media Ltd. 1.03 0.92 1.30 558 504 NA NA NA NA

China Median 1.4 x NA (4%) NMChina Mean 1.4 x NA (4%) NM

Mood Media $0.24 $0.26 $0.63 $45 $615 1.3 x 5.9 x (3%) 6%

Total Out-of-Home Advertising Median 2.9 x 12.4 x (2%) 3%Total Out-of-Home Advertising Mean 3.1 x 12.2 x (2%) 4%RadioBeasley Broadcast Group $3.92 $3.96 $6.97 $91 $173 NA NA NA NAiHeartMedia 1.35 4.00 9.40 121 20,526 3.3 x 11.4 x 0% 0%Cumulus Media 0.28 1.09 4.51 65 2,470 2.1 x 9.7 x 4% (7%)Emmis Communications 0.75 0.99 2.70 34 329 NA NA NA NAEntercom Communications 11.16 7.86 13.33 443 967 2.4 x 9.5 x 3% 1%Radio One 2.01 1.35 4.22 97 1,072 NA NA NA NASalem Media Group 6.30 4.38 11.00 160 442 1.7 x 8.8 x 4% 1%Sirius XM Holdings 4.11 3.14 4.04 21,422 26,675 5.8 x 15.8 x 6% 9%

Radio Median 2.4 x 9.7 x 4% 1%Radio Mean 3.1 x 11.1 x 3% 1%BroadcastingEntravision $8.52 $3.84 $8.68 $751 $1,038 4.1 x 13.8 x 4% 3%Gray Television 16.59 7.16 18.07 1,200 2,355 4.0 x 12.5 x 20% 19%Nexstar Broadcasting Group 55.17 36.41 60.31 1,689 3,168 3.5 x 10.6 x 21% 21%Sinclair Broadcast Group 33.39 23.88 32.43 3,163 6,909 3.1 x 9.6 x 17% 15%

Broadcasting Median 3.8 x 11.6 x 18% 17%Broadcasting Mean 3.7 x 11.6 x 16% 15%Advertising/MarketingHavas $8.56 $6.03 $9.42 $3,575 $3,733 1.6 x 9.6 x (2%) 1%WPP 22.53 16.56 24.53 29,121 34,749 1.9 x 11.5 x 0% (0%)Publicis 63.96 55.13 88.22 13,314 16,466 1.6 x 9.3 x 2% (1%)Interpublic 22.67 16.37 22.69 9,212 10,337 1.4 x 10.0 x 2% 8%Omnicom 72.52 64.03 80.98 17,568 21,374 1.4 x 9.6 x 1% 1%Dentsu 55.99 29.51 61.21 16,105 17,344 3.1 x 14.5 x (36%) 20%

Advertising/Marketing Median 1.6 x 9.8 x 1% 1%Advertising/Marketing Mean 1.8 x 10.7 x (5%) 5%Advertising TechnologyGoogle $754.77 $490.91 $713.33 $508,751 $446,336 6.0 x 15.1 x 10% 15%Yahoo! 33.68 29.00 52.62 31,806 27,174 6.7 x 29.3 x (5%) (4%)Criteo 37.53 28.09 57.30 2,336 2,038 4.0 x 15.2 x (6%) 62%The Rubicon Project 15.58 8.76 20.59 691 612 2.5 x 13.9 x 43% 187%TubeMogul 12.46 9.11 23.83 432 351 2.1 x NM 43% NMRocket Fuel 4.32 5.15 21.10 186 186 0.4 x NM 24% NMMaxPoint Interactive 4.95 4.05 11.24 128 100 1.1 x NM 11% NMSizmek 5.98 4.85 8.54 177 110 0.6 x 4.8 x 3% 1%Millennial Media 0.24 1.18 2.24 45 615 1.3 x 5.9 x 22% NMYuMe 3.00 2.45 6.38 103 55 0.3 x NM 4% NMTremor Video 2.04 1.96 3.28 105 40 0.2 x NM 14% NMAdvertising/Marketing Median 1.3 x 14.5 x 10.9% 15.3%Advertising/Marketing Mean 2.3 x 14.0 x 14.9% 52.3%Advertising ResearchNielsen $47.87 $40.56 $49.37 $17,427 $24,609 4.0 x 13.2 x 3% 11%comScore 44.19 35.03 65.00 1,721 1,611 4.3 x 17.6 x 9% 52%GfK 37.16 32.91 46.66 1,357 1,825 1.1 x 7.4 x (7%) (8%)Ipsos 21.44 19.39 29.94 971 1,586 0.8 x 7.0 x (6%) (3%)Advertising/Marketing Median 2.6 x 10.3 x (2%) 4%Advertising/Marketing Mean 2.6 x 11.3 x (1%) 13%

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Upcoming Events

Dates Name Location Description

November 16, 2015

Digital Signage summit MENA Dubai, UAE Leading strategy conference for the Digital Signage and DOOH industry in the Middle East and North Africa

Digital Signage, Retail and DOOH experts will discuss industry trends and drivers

November 17, 2015

M&A Advisor Symposium New York, NY Gathering of professionals engaged in M&A, restructuring and financing and industry leaders from the US and around the world who will participate in over 20 interactive thought-leadership sessions and social functions

PJSC’s Mark Boidman Will Present

November 19-20, 2015

SMX Social Media Marketing Las Vegas, NV Conference addresses strategies and tactics from some of the savviest brands and digital marketing agencies managing earned, owned and paid social media marketing campaigns across multiple platforms

December 2, 2015 Advertising Club of New York OOH Day

New York, NY Annual gathering of industry thought leaders in the OOH marketing industry

PJSC’s Mark Boidman Will Present

December 6-9, 2015

iMedia Agency Summit: Creativity Meets Automation

Scottsdale, AZ Summit delves into the collision of automation and creativity; topics include programmatic buying, marketing automation and data and customer relationship management

January 6-9, 2016 International Consumer Electronics Show

Las Vegas, NV Event that showcases more than 3,600 exhibitors, including manufacturers, developers and suppliers of consumer technology hardware, content, technology delivery systems and more

The conference has 220 sessions with more than 165,000 attendees from 150 countries

PJSC’s Mark Boidman Will Present PJSC’s Rich Brail and Juan Mejia Will Attend

January 10-12, 2016

Affiliate Summit West 2016 Las Vegas, NV Conference includes an exhibit hall with affiliates, merchants, vendors and networks, as well as multiple tracks of educational sessions covering the latest trends and information from affiliate marketing experts

February 1-2, 2016 American Magazine Media 360 Conference

New York, NY A dive into what’s new in video, data and measurement, advertising, mobile, digital, and leadership

February 9-11, 2016

Social Media Strategies Summit Las Vegas, NV SMSS offers interactive workshops, captivating presentations and opportunities to connect with industry leaders

February 15-17, 2016

B2B Content Conversions Scottsdale, AZ Conference brings together cross-functional content strategy, marketing operations and general executives

Showcases how leading B2B brands optimize and amplify their content to reach the right audience

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Upcoming Events

Dates Name Location Description

February 17-18 2016 Sales & Marketing Leadership Summit

Palm Beach, FL The event annually convenes the advisory solutions industry’s most senior marketing and sales executives for an exclusive, closed-door session devoted to strategies to build stronger relationships and grow assets

February 17-18 Code / Media 2016 Dana Point, CA Conference bringing together 350 of the most influential minds in media and technology for two days of intimate gatherings and game-changing discussions.

March 1-2, 2016 Media Summit New York, 2016 New York, NY Media Summit New York is the Premier Conference on Broadband, Mobile, Advertising, Television, Film, Cable & Satellite, Publishing, Radio, Magazines, News & Print Media and Marketing

March 7-10, 2016 Satellite 2016 Conference National Harbor, MD

Exhibition will feature more than 350 market leading companies showcasing the latest products, services and applications for satellite-enabled communications.

PJSC’s Rich Brail Will Attend

March 15-18, 2016 Digital Signage Expo Las Vegas, NV World’s largest and longest running conference and trade show exclusively dedicated to showcasing innovative digital communications and interactive technology solutions for customer and employee-facing organizations

PJSC’s Mark Boidman Will Present

March 20-24, 2016 2016 Adobe Summit: The Digital Marketing Conference

Las Vegas, NV Explore the latest tools and trends, hear from marketing innovators, and see how companies are using Adobe Marketing Cloud to give them the insights they need in mobile analytics, personalization and social media

April 11-14, 2016 CinemaCon 2016 Las Vegas, NV CinemaCon has evolved and grown to become the largest and most important gathering for the worldwide motion picture theater industry

Global event attracting attendees from more than 80 countries

PJSC’s Rich Brail Will Attend

April 18-20, 2016 Outdoor Advertising Association of America / TAB Annual Conference and Expo

Boca Raton, Florida

Conference will examine shifts in overall media strategies and identify specifically how out of home advertising can amplify a media campaign

PJSC’s Mark Boidman Will Attend

June 1-3, 2016 FEPE Annual Conference Barcelona, Spain

Annual global outdoor advertising conference that explores the broader and fast changing media and technological environment

PJSC’s Mark Boidman Will Present

June 23-24, 2016 Digital Signage Summit Europe 2016 Munich, Germany

Global conference featuring a number of international delegates, which will include keynote speeches, presentations, panel discussions, workshops and networking opportunities

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Eric Lesorgen Analyst

646.708.8471 elesorgen@pjsc.com

Peter J. Solomon Company (PJSC) is a leading independent investment banking firm headquartered in New York City. Founded in 1989, the Firm has successfully completed more than 500 strategic and financial advisory assignments on behalf of industry leaders across media, tech and retail in the form of mergers and acquisitions, divestitures, financings, recapitalizations and restructurings, fairness opinions and activism defense. Our goal is to bring the partnership’s collective wisdom and knowledge of negotiation to reach the optimum value of a transaction for our clients and to create an enduring advisory relationship.

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