Introduction to NOAH Advisors - NOAH Conference

Introduction to NOAH Advisors
April 2013
Strictly Private and Confidential

NOAH Advisors - Europe’s Leading Internet Corporate Finance Boutique
Unique Industry Know-How
• 100% focused on Internet companies, covering
over 25 sub-verticals in this highly complex
industry
- 20+ years active coverage of leading European
Internet companies and investors
• Deep understanding of industry dynamics and
thinking of industry leaders
• Ability to add value beyond banking advice
- Facilitates overall process and minimizes
management distraction
Unmatched Network and Relationships
• NOAH Advisors is globally very well connected
and has direct access to virtually all key players in
the industry
- Knowledge of and strong relationships with
potential buyers’ key decision makers
- Coverage of over 600 companies and 4,000
individuals
- Proactively finds and unlocks attractive
investment opportunities for leading
investors (e.g. Bigpoint)
• Annual NOAH Conference
Marco
Rodzynek
Managing Director
and Founder
The NOAH Advisors Core Team
Core Investment Banking Competence
• The NOAH team has 25+ years of media
investment banking experience
- Routine execution of M&A and financing
transactions with sizes of several billion euros
• The team has been working together closely for 9
years (including 6 years at Lehman Brothers)
• 8 successfully completed NOAH Advisors
transactions underline successful transfer of
competencies to the Internet sector
Full Commitment - We Are Entrepreneurs!
• The NOAH team are entrepreneurs and focused
on growing the business and establishing a
reputation for excellence
• Full commitment to deliver top quality results in
short time frames
• Highly success-based compensation structures
align interests of clients and NOAH Advisors, and
demonstrate conviction to deliver top results
Yoram
Wijngaarde
Director
Jan
Brandes
Director
Selected Completed NOAH Transactions
Growth equity investment from
Sale of a 100%-stake in
to
Sale of a majority stake in
to
Advisor to EnGrande
Sale of a majority stake in
February 2013
for a 30% stake alongside Softonic’s Founders and
Angel Investors
Exclusive Financial Advisor to
Softonic and its shareholders
April 2012
Financial Advisor to Toprural and its Shareholders
July 2011
April 2011
Sale of a majority stake in
April 2011
have acquired a majority stake in
for $350m from
Exclusive Advisor to
Summit Partners and TA Associates
Partial sale of
November 2011
to
Quants Financial Services AG
Exclusive Financial Advisor to
grupfoni and its Shareholders
May 2012
150 million growth equity investment from
for a 50% stake alongside Fotolia’s Founders and
Additional $150 million senior debt financing
Total $300 million investment
Financial Advisor to Fotolia and its Shareholders
December 2009
Contact Details
marco.rodzynek@noah-advisors.com
UK Mobile: +44 77 85 330 330
Swiss Mobile: + 41 79958 1512
Contact Details
yoram.wijngaarde@noah-advisors.com
UK Mobile: +44 79 17 084 784
Contact Details
jan.brandes@noah-advisors.com
German Mobile: +49 174 2010 984
to
Advisor to Yatego
to
Valuing Softonic at €175m
Advisor to Softonic
2

Overview of the NOAH Conference 2012
Attendance Development 2009 - 2012
Great Program & Speakers
• 107 speakers from 15 countries
• 45 CEO company presentations
• 7 interviews
• 10 keynotes
• 8 panels
• 5 “How to…” discussions
1,350 High-Level Attendees
• 1,354 attendees from 44 countries
• Over 300 CEOs
• All major financial investors
represented
600 650
1,142
1,354
NOAH Party
• Over 900 guests at the iconic
Battersea Power Station
• Music, dancing, drinking,
networking, …
Seven Ventures Pitch Day
• 7 startups pitch for
€7m in TV ad media
• Online live stream
1 € 4m
2 € 2m
3 € 1m
Impressions from NOAH’12
Event Sponsors
Interesting Satellite Events
Fantastic Networking
• Large buzzing networking
areas / speakers lounge
• Launch of NOAH Insider
- 1,300+ registrations
- 600+ meetings
- 4,500+ messages sent
NOAH’13
• Date: 13-14 November 2013
• Location: Old Billingsgate, London
• Registration opens early 2013
• Resources
- www.noah-conference.com
- twitter.com/noahconference
- www.facebook.com/NOAHConference
2009 2010 2011 2012
Germany
UK
Netherlands
US
Israel
Switzerland
France
Spain
Russia
Sweden
Other
Internet company
Investment fund
Start-up
Other
Media company
Consultancy firm
Angel investor
Investment bank
Law firm
Press
Traditional retailer
Country Split (Top 10)
4%
4%
3%
3%
3%
3%
2%
2%
12%
Attendees by Type
1%
1%
0%
4%
4%
4%
11%
12%
44 countries in
total
17%
16%
31%
34%
30%
3

NOAH San Francisco‘12 on 25-26 June
• The first NOAH San Francisco Conference took place
on 25-26 June 2012 at the Four Seasons Hotel 55
CEOs presented their leading European Internet
companies
• Attendance by over 500 high-calibre guests
- Mix of senior executives from US Internet and
media companies and corporates and leading
Internet finance companies
NOAH San Francisco Conference 2012 Impressions
Ideas Behind NOAH San Francisco
• To enable European Internet companies to establish
or improve relationships with their US counterparts,
media executives and investors
• To provide US attendees with an opportunity to
meet the leaders of European Internet in one place
• To facilitate mutual learning in presentation sessions
about the European and US Internet market
Presenting European Companies
4

NOAH Insider Overview
• NOAH Insider is a social networking platform that allows:
- Companies to find investors
- Investors to find relevant opportunities
- Event participants and organisers to facilitate networking
• In October 2012, NOAH Insider was launched with the imminent goal
to facilitate networking at the NOAH conference
• NOAH Insider was heavily used during the NOAH Conference:
- 1,300 users
- 500+ meetings organized
- 5,000+ messages sent
- 12 “Satellite Events” oversubscribed in one day
- 14,000 visits
- 135,000 page views
• Public launch in late November 2012
- Launch partners: Summit Partners, Index Ventures, TechCity
Investment Organisation, Holtzbrinck Ventures, Lakestar, Oleg
Tscheltzoff, Oskar Hartmann, Vitaly Rubstein, Felix Haas, and
Joakim Jardenberg
• NOAH Insider in the press:
- TechCrunch
- The Next Web
NOAH Insider Impressions
Events
People
Companies
Investors
5

The NOAH Advisors Team
An entrepreneurial team of highly experienced professionals focused on Internet corporate finance advisory
Marco Rodzynek
Managing Director and Founder
(April 2009)
marco.rodzynek@noah-advisors.com
UK Mobile: +44 77 85 330 330
Swiss Mobile: + 41 79958 1512
Previous Experience
• Lehman Brothers, 1998 - April 2009 (acquired by
Nomura end 2008)
- Head of Internet, Media Investment Banking
• 40+ completed M&A deals ($95bn+), including :
Yoram Wijngaarde
Director
With NOAH Advisors since Nov-09
yoram.wijngaarde@noah-advisors.com
UK Mobile: +44 79 17 084 784
Previous Experience
• Lehman Brothers, 2004 – November 2009 (Nomura
from end 2008)
- Media/TMT Investment Banking
• 15+ completed M&A deals, including:
Jan Brandes
Director
With NOAH Advisors since Aug-10
jan.brandes@noah-advisors.com
German Mobile: +49 174 2010 984
Previous Experience
• Lehman Brothers, 2005 – May 2010 (Nomura from
end 2008)
- Media/TMT Investment Banking
• 15+ completed M&A deals, including :
Nikhil Parmar
Analyst
With NOAH Advisors since Jul-12
Marina Khrolovich
Assistant
With NOAH Advisors since Jan-12
Marco Bombach
Graphic Designer
With NOAH Advisors since Jun-10
Previous Experience
• BSc in Economics and MSc in Economics (with
specialisation in Finance) from the London School of
Economics
Previous Experience
• Manager in International Business Department of
SOE "Belaeronavigation" (Civil Aviation Industry)
• Specialist degree, Economics and Industrial
Management, Belarusian State University of
Informatics and Radioelectronics
Previous Experience
• Digital content creation, creative concept
development, covering the full audio-visual
production chain, content distribution and
optimization for all media channels
• 14+ years in the new media industry
• 10+ years audio-visual production
6

NOAH Advisors Milestones
A short but highly successful track record establishing NOAH Advisors as a brand in European Internet
2009 2010 / 2011 2011 / 2012
7

Unique Access to a Wide Range of Internet Investors
Long lasting relationships with strategic and financial investors
Internet
Large Cap
Angels /
Family
Offices
Coverage of over 10,000 industry leaders:
600 target companies and 300 investors
VC and
Growth
Funds
Private
Equity
Hedge Funds
Traditional
TMT & Retail
Maryland
Klaus Hommels
Armira
8

Unparalleled Financial Investor Presence at NOAH‘12
9

Holtzbrinck
15
2
Wellington
25
5
Acton
30
5
Endeit
25
5
Intel Capital
25
2
Kennet
20
5
Fidelity
25
10
Index
60
5
Peacock
25
5
Accel
70
5
Bessemer
35
10
Balderton
50
10
Sequoia
70
5
50
15
R Capital
80
20
Silverlake Growth
60
20
Carlyle Growth
Battery
75
10
Palamon
70
10
Oak
120
15
Investcorp
100
25
GMT
70
20
Vitruvian
70
30
Insight
70
20
Cyrte
100
10
Spectrum
100
30
Great Hill
150
40
General Atlantic
200
20
Warburg Pincus
200
25
TCV
200
40
Summit
150
25
Francisco Partners
200
50
Veronis
150
30
HG Capital
200
40
Exponent
200
60
TA
200
50
Silverlake
300
75
Carlyle
300
100
Permira
300
100
3i
250
50
CVC
500
100
Apax
400
100
Providence
400
100
TPG
300
100
Blackstone
500
100
Bain
500
75
Advent
600
120
Cinven
300
150
KKR
750
100
H&F
500
75
The Universe of Financial European Internet Investors
NOAH Advisors maintains close contact with key investors in all major categories
Venture Capital Growth Funds Buyout Funds
(€ million)
EU Office ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔
US Office ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔
Internet Deals 1 1 1 1 1 1 1 1 2 1 1 1 1 2 2 1 2 2 2 2 2 2 1 2 2 2 1 1 1 1 2 2 2 2 1 1 2 2 1 3 2 1 3 3 3 2 3 3 1
800
800
700
Equity Investment Size
700
600
Control Investments Only
600
500
Sweet Spot
500
400
400
300
300
200
200
100
100
0
0
Note: Number of previous European Internet deals: 1 - many, 2 - a few, 3 - new to the segment.
10

Internet is a Complex Parallel Economy
300 European public/private Internet companies valued at about €100 billion, of which over 150 worth over €100m
Segment
Market Size
(€bn)
Maturity
Selected Leading European Companies
Est. Aggregate
Value (€bn)
Consolidation Play
E-Commerce 173 Advanced
123 TV, Allopneus, art.com, Artnet, Artprice, ASOS, Black Circles.com, Bodaclick, Brack, Brandalley, Brille 24, CDiscount.com,
CentralPoint.nl, ComputerUniverse.net, Cool Blue, CTS Eventim AG, Cyberport, Deal United, Delticom, Digitec, ditech.at,
eBuyer, Elbee, e-shop.gr, Euronics, Glasses Direct, Glassesusa, Hawesko, HepsiBurada.com, Hofmann, Hut Group, iBOOD,
Justeat, KupiVIP, Laithwaites, LDLC, Leguide.com, M and M, MediaShopping.it, microspot.ch, Mind Factory AG,
MisterGoodDeal.com, Mydeco, mylemon.at, MyTheresa, Notebook.de, Notebooksbilliger.de, NRHolding, Ocado, Ofertix,
15.7
Offerum, paydro, PCP.ch, Pearl.de, Photoways, Pixmania, Privalia, Rue du Commerce, Seatwave, See Tickets International,
Showroomprive, Smart & Co, Spreadshirt, Steg Computer, Studio Moderna, Teknosa, Tgo.it, The eTailers, Tipp24,
TPOInformatica.com, Vente Privee, Viagogo, Wiggle, Wikimart, Wonderbox, Worldstores, Worldticketshop, Yatego, Yoox,
YouBuy.it, Zalando, Zooplus
Online Classified 12 Advanced
Auto.ru, Autotrack, autovit.ro, bakeca.it, car.gr, Casa.it, Easyroommate, Experteer, Funda, Idealista, Immobiliare.it, Jaap.nl,
Jobs.ch, Kariyer.net, meinestadt.de, milanuncios.com, Moto.it, quoka.de, Qype, ria.ua, Rightmove, Sahibinden, Schibsted,
9.3
Scout24, standvirtual.com, Stepstone, totaljobs, Trader Media Group, Yakaz, Zoopla
Online Travel 58 Mature
Availpro, BCD Holdings, bravofly, Cheapflights, easy voyage, eDomizil, eLeisure, Expotel, Fastbooking, Holidaycheck,
Hoseasons, Hostelbookers, HRS, i:FAO, INTER CHALET, Interhome, Low Cost Travel Group, OctopusTravel.com, odigeo, Pierre &
Vacances, Rumbo, Seat24, Skyscanner, spareroom.co.uk, TheTrainline.com, Travel Republic, TravelHorizon, Trivago,
8.0
VoyagePrive, Webres
Portals/Diversified 10 Mature Begreat, Interia, Onet, Rambler, RosBusinessConsulting, Seznam, Softonic, Unister, United Internet, Yandex 6.3
Lead Generation 6 Advanced
Babylon, Check24, Companeo, Conduit, Confused.com, Courtier Meilleurtaux.com, Educaedu, Emagister, Interhyp,
Moneyexpert, Moneysupermarket, MutuiOnline SpA, PagesJaunes, Perform Group, SEAT, Skyscanner, Trovit, Truvo, Twenga
5.5
Betting 2 Advanced Betfair, Bwin 5.0
Online Gaming 6 Early
1C Company, Alaplaya, Ankama, Astrum, Bigpoint, CCP hf, Crytek, eRepublik, Game Insight, GameDuell, Gameforge, Gamigo,
Innogames, Jagex, King.com, MindCandy/Moshi, Miniclip, Playagames, Spil Games, Travian Games
4.6
Info Services 2 Advanced Acturis, Boursorama, Bureau van Dijk, Call Credit, dunnhumby, Hometrack, Juris, Mendeley, Netvibes, vlex, Zylab 3.0
Online Advertising 23 Advanced
Adconion, Adscale, Aedgency, Afilo, Antevenio, Astramedia, Criteo, Cube Group / Netsales, eCircle, Hi Media, lbi international,
Maxymiser, Metrixlab, Mythings, Netaffiliation, Sponsorpay, TradeDoubler, Zanox
2.9
Anti-Virus 2 Early AVAST, AVG, Avira, eset, Kaspersky, Panda Security, Sophos 2.7
Online Payment 2 Advanced Adyen, ChronoPay, Clear2Pay, icepay, Moneybookers, ogone, Rentabili Web, Retail Decisions, Wire Card 2.2
Financial Services 5 Early eToro, IG Group, Oanda, Saxo Bank, Wonga, Zulutrade 2.2
Marketplace 6 Early
BullionVault, Fotolia, Justgiving, Lieferheld, Livebooking Network, Restopolitan.com, Teleroute, Timocom, Tradingpartners,
TRANS European, Transporeon, Wtransnet
1.7
Social Networks 1 Early Badoo, Nasza Klasa, Stardoll, StudiVZ, Sulake, Viadeo, vkontakte.ru, WAYN, Xing 1.7
E-commerce Infrastructure 3 Arsys, Bertelsman Services Group, D+S, docdata, Euroweb, Hermes, Kiala, YCD Multimedia 1.6
Paid Services/Content 3 Advanced Be2, ElitePartner, NTR Global, Parship, Spinvox, TeamViewer, Template Monster, United Maps, Wix 1.5
Content 3 Advanced Beaufort Media, Best Of Media, CCM Benchmark, Glam, Populis, VRWAY 1.3
SaaS 5 Advanced ePages Software, Huddle, IBX Group, Neteven, Rate Tiger, SOHO OS, Tagman, Veeam 1.0
Mobile Internet 1 Early 24-7 Entertainment, Acotel, Netsize, Vitaminic, Zed 0.5
Online Music

Europe’s Largest Internet Companies
A significant number of companies valued above €200 million
Selected European Internet Companies with Estimated Valuation of €200m+
12

Selected Investor References
The best trust us and work with us
Name Background and Deal Experience Name Background and Deal Experience
Dom Vidal
(Partner Index
Ventures)
Martin Weber
(Holtzbrinck Ventures,
Managing Partner)
Harry Nelis
(Partner Accel
Partners)
• Index Ventures is one of Europe’s leading Internet VC group
• Joined Yahoo! from Kelkoo, when Yahoo! acquired the company
in March 2004
• CEO of Yahoo! Europe from 2004 to 2007
• Deals: Kelkoo, Adconion, Be2, Criteo
• Accel is a leading globally active VC
• Before joining Accel, was at Perry Capital, a $10bn hedge fund
• Spent a decade in Silicon Valley and was founder of E-motion
• Deals: Gameforge, Check24, Kayak, Netvibes, Onforce, Double
Fusion, Spreadshirt
Greg Lockwood
(Partner Piton Capital)
• More than 14 years of experience in the private equity
industry
• Has invested in more than 80 companies, built several
category leading businesses in consumer internet
• Deals: Brands4Friends, Parship, Experteer, GameDuell, My-
Hammer, Adscale, Zalando
• Involved in early stage internet investing as a partner with UBS
Capital and as an angel investor since 1996
• Recently founded Piton Capital to invest in marketplace
• Sunrise, Betfair (and former Chairman of betfair)
Klaus Hommels
(Klaus Hommels
Capital)
Jonathan Meeks
(Partner TA
Associates)
• Klaus is Europe's most successful and respected angel investor
• Joined AOL in 1995
• Deals: AOL, Freenet, Skype, King.com, Stardoll, XING, Spotify,
Xing
• TA Associates is a leading European growth capital investor
• Deals: M&M, eCircle, Micromax, AVG, Fotolia, eDreams,
GlobeOp, OpenLink, Radialpoint, Datek Online Holdings, Idea
Cellular and The Island EC
Nicolas Massard
(Principal, Abry
Partners)
Tomas Diago
(Founder/CEO
Softonic)
• Principle at leading U.S. growth capital fund, joined in 2010
• Joined Spectrum in January 2002 from Continuum Group, a
London-based communications venture capital firm
• Deals: Demand Media, Riskmetrics, Eutelsat, Classic Media,
etc.
• Founder of Softonic.com, one of the most visited sites in Spain
with 70m monthly unique visitors
• European leader in software downloading
• Second client of NOAH Advisors
• Sold a

Completed Transactions
February 2013
May 2012
April 2012
July to December 2011
Growth equity investment from
$150 million growth equity investment from
Sale of 100% in
Identifying European Acquisition
Targets for
for a 30% stake alongside Softonic’s Founders and
Angel Investors
for a 50% stake alongside Fotolia’s Founders and
TA Associates
Additional $150 million senior debt financing
to
Exclusive Financial Advisor to
Softonic and its shareholders
Exclusive Financial Advisor to
Fotolia and its Shareholders
Financial Advisor to Toprural
and its Shareholders
Advisor to Reach Local
Fund raising for
December 2011
November 2011
Sale of a majority stake in
Fund raising for
August 2011
Sale of a majority stake in
July 2011
from various investors including
Angel Investors
to
Quants Financial Services AG
from various investors
to
Advisor to Work4 Labs
Exclusive Financial Advisor to
grupfoni and its Shareholders
Advisor to RankAbove
Advisor to EnGrande
April 2011
April 2011
April 2011
March 2011
have acquired a majority stake in
Fund raising for
Sale of a majority stake in
Call option agreement
for an investment in
for $350m from
from various investors
from various investors
by an undisclosed party
Exclusive Advisor to
Summit Partners and TA Associates
Advisor to AdTelligence
Advisor to Yatego
Advisor to EnGrande
October 2010
June 2010
December 2009
April 2009
Investment in
Investment in
Partial sale of
$80m partial sale of
by
by
to
to
Valuing Softonic at €175m
Advisor to JamesList
Advisor to BullionVault
Advisor to Softonic
Advisor to Fotolia
14

Repeat Business – Fotolia & Softonic
NOAH has advised each Fotolia and Softonic twice - a testimonial of strong relationships and continued trust
Example 1: Fotolia
• NOAH relationship since late 2008
• Sale of a majority stake to TA
Associates in April 2009 was NOAH’s
first completed transaction
• NOAH had worked intensively with
Fotolia and its shareholders on
various strategic opportunities
• In 2012, NOAH Introduced the
company to KKR, with whom NOAH
has as long-standing institutional
relationship
$80m partial sale of
to
Advisor to Fotolia
April 2009
May 2012
$150 million growth equity investment from
for a 50% stake alongside Fotolia’s Founders and TA
Associates
Additional $150 million senior debt financing
Financial Advisor to Fotolia and its Shareholders
Example 1: Fotolia
• NOAH relationship since early 2009
• Sale of a minority stake to Digital
River in December 2009 was NOAH’s
second completed transaction
• NOAH had worked intensively with
Softonic and its shareholders on
various strategic opportunities and
discussed a collaboration between
Softonic and Partners Group
• In February 2013, NOAH acted as
exclusive financial advisor to Softonic
and its shareholders in a 30% sale to
Partners Group
Partial sale of
to
Valuing Softonic at €175m
Advisor to Softonic
December 2009 February 2013
Growth equity investment from
for a 30% stake alongside Softonic’s Founders and
Angel Investors
Financial Advisor to Softonic and its Shareholders
15

Softonic valued at €275m in a Growth Equity Investment
NOAH Advisors advised Softonic on the deal, following a prior successful transaction completed in Dec 2009
Growth equity investment from
February 2013
for a 30% stake alongside Softonic’s Founders and Angel
Investors
Exclusive Financial Advisor to
Softonic and its shareholders
Deal Teams
Tomás Diago, Emilio Moreno
Walter Keller, Stephan Seissl, Eugenio
Marschner, Carlos Sanz
Marco Rodzynek, Yoram Wijngaarde,
Jan Brandes, Nikhil Parmar
Overview of Softonic
• Softonic is the globally leading online consumer guide for software and apps, that helps people discover
and enjoy software on any platform
• Tomás Diago created the concept behind Softonic in July 1997 and has since built the Company into a top-
40 website worldwide with well over 140M users across various types of devices and platforms. Softonic is
also the #1 worldwide technology website and leading European-based internet company by traffic
• Following a successful global expansion, Softonic has become the worldwide #1 platform for software
authors to market, distribute and monetize their products in more than 10 languages
• With well over 160 million monthly downloads, Softonic has unrivalled global distribution power, enabling
it to provide a unique one-stop-shop for various types of software advertising
• Over 160,000 software titles are available on Softonic with expert reviews, articles and videos
• Softonic has a global organization of about 350 employees, half of which are engineers and expert editors
• The $150 billion consumer software market has seen a shift away from license fees and software in boxes,
towards freemium online/SaaS distribution models, which has been favorable for Softonic
• Mass-adoption of smartphones, tablets and app stores have led to a proliferation of software and apps
• These favorable market developments, along with Softonic’s attractive high margin business model and
consistent growth track-record, make Softonic a highly attractive investment opportunity that moreover
has a healthy pipeline of further growth opportunities for Partners Group
Transaction Summary
• Tomás Diago and Partners Group make up the majority of the shareholders team and lead Softonic
together. However, Partners Group acquired 30% of Softonic and is the biggest single shareholder
• Partners Group will help Softonic to expand internationally, accelerate business development, and fund
future acquisitions
NOAH Advisors’ Role
• Softonic has been a close relationship of NOAH Advisors for over 3 years
• In December 2009, NOAH Advisors advised Softonic on its sale of a minority stake to Digital River
• NOAH had worked intensively with Softonic and its shareholders on various strategic opportunities and
discussed a future collaboration between Softonic and Partners Group
• NOAH Advisors acted as exclusive financial advisor to Softonic and its shareholders, and facilitated a
steadfast execution based on in-depth knowledge of the company, the industry, and intelligence around
the best potential investor candidates
16

$300m Fotolia Investment is EU’s Largest Internet LBO in 2012
NOAH Advisors has been working with Fotolia since early 2009 and introduced KKR to the deal opportunity
$150 million growth equity investment from
for a 50% stake alongside Fotolia’s Founders and
Additional $150 million senior debt financing
Total $300 million investment
Exclusive Financial Advisor to
Fotolia and its shareholders
Deal Teams
Oleg Tscheltzoff, Thibaud Elziere
John Meeks, Timo Kienle
May 2012
Philipp Freise, Lucian Schonefelder, Vania
Schlogel, Thijs van Remmen, Justin Lewis-
Oakes, Valeria Rebulla
Marco Rodzynek, Yoram Wijngaarde,
Jan Brandes
Overview of Fotolia
• Fotolia is the leading European crowd-sourced market place for microstock images and video content
where over 3 million members to buy and license micro-stock images
• The Company was founded in October 2005 by Oleg Tscheltzoff and Thibaud Elziere. Management selffunded
the company to become a major internet player, with market leading positions across Europe, and
strong brand recognition (known as leader and creator of micro-stock in Europe)
• Over 145,000 professional and amateur photographers license their images via Fotolia
• With over 17 million digital images and videos to choose from, Fotolia offers one of the largest image
databases of quality, for SMEs, individuals, graphical professionals, and corporates. Fotolia websites are
operated in 15 countries in 11 languages (English, French, German, Spanish, Italian, Portuguese, Polish,
Russian, Japanese, Turkish, and Korean)
• High structural market growth, attractive B2B online marketplace characteristics, predictable revenue
streams and strong Fotolia leadership position driven by best-in-class management team make Fotolia a
highly attractive growth investment for KKR
• The company has a global organization of about 80 employees, headquartered in New York
Transaction Summary
• KKR is making a $150 million growth equity investment in Fotolia for a 50% stake. In addition, KKR, TA
Associates and Management worked with KKR Capital Markets, who acted as sole arranger, HSBC, Lloyds,
GE Capital, IKB and Mizuho to put in place a senior $150 million senior financing for the Company. KKR's
ability to raise this amount of debt in a challenging European financing market, clearly differentiated KKR
in this transaction
• Although Fotolia is not raising new funds as part of the deal, the new partners will help it to expand
internationally, accelerate business development, and fund future acquisitions
• Fotolia received is first growth investment from TA Associates in April 2009
NOAH Advisors’ Role
• Fotolia has been a close relationship of NOAH Advisors for over 3 years
• In April 2009, NOAH Advisors advised the Fotolia founders in their sale of a majority stake to TA Associates
• NOAH had worked intensively with Fotolia and its shareholders on various strategic opportunities and
introduced the deal to KKR, with whom NOAH has as long-standing institutional relationship
• NOAH Advisors acted as exclusive M&A financial advisor to Fotolia and its shareholders, and facilitated a
fast execution based on in-depth knowledge the company, and intelligence around the best potential
investor candidates
17

Toprural Transaction Case Study
NOAH Advisors advised on the sale of the leading Spanish vacation rental website
Sale of 100% in
to
April 2012
Overview of Toprural
• Toprural is a rural accommodation search engine focused on independently owned rental
properties in rural France, Spain, Italy and Portugal
- Clear market leadership in Spain
• The company has ~12k paid and ~30k free listings for bed-and-breakfast properties and
vacation rentals
• The Toprural website operates in 8 languages, including English Spanish, Portuguese, French,
Catalan and Dutch and features accommodations varying from farmhouses in Tuscany to fincas
in Mallorca
• The company was founded in 2000, has 46 employees and is based in Madrid
Financial Advisor to Toprural and its Shareholders
Deal Team
Francois Derbaix, Founder and CEO
Rafael Pérez-Olivares Hoepfl, COO
Marco Rodzynek, Yoram Wijngaarde,
Jan Brandes
Transaction Overview
• On 2 April 2012, HomeAway Inc., the world’s largest online marketplace for vacation rentals
based in Austin, Texas, USA, acquired a 100% of Toprural for an undisclosed amount in an allcash
transaction
• The acquisition broadens HomeAway’s reach in Europe and adds inventory that appeals to a
seekers of long weekend getaways to small towns or countryside destinations
• Following the acquisition, COO Rafael Pérez-Olivares Hoepfl will serve as General Manager and
replace François Derbaix, who will stay on as a consultant during the transition.
• Toprural is the 18th acquisition for HomeAway
NOAH Advisor’s Role
• NOAH Advisors has been working with Toprural and its shareholders since early 2010
• Toprural and NOAH Advisors worked together intensively, exploring options with a number of
strategic and financial investors
• NOAH Advisors acted as financial advisor to Toprural and its selling shareholders
18

grupfoni Transaction Case Study
NOAH Advisors advised on the majority sale of the market leading group buying company in Turkey
November 2011
Overview of grupfoni
Sale of a majority stake in
• The company operates Turkey’s leading group buying site with 1.4 million members, over 300k
followers on Facebook and up to 150k daily visitors
• To date, the company has sold over 1.4 million coupons in over 7,000 deals in the categories
restaurants, beauty, travel, nightlife amongst others
to
Quants Financial Services AG
Exclusive Financial Advisor to grupfoni and its Shareholders
Deal Team
Burak Hatipoglu, Co-founder and CEO
Münteha Mangan, Co-founder and CSO
• grupfoni was founded in June 2010 in Istanbul by Burak Hatipoğlu and Münteha Mangan
• grupfoni has established a market leading position in the Turkish group buying market despite
competition, mainly from Grupanya and SehirFirsati (Groupon)
• Turkey is one of the most exciting e-commerce markets in Europe with Internet penetration of
~45% and e-commerce usage only 5% of the population the last 12 months
Young, emerging Internet population (40% are below 24, over 70% under 34) with relatively
low, but increasing purchasing power
Transaction Overview
• On 9 November 2011, Quants Financial Services AG, a Swiss investment company acquired a
majority stake in grupfoni for an undisclosed amount
• For majority shareholder Group Buying Global (GBG), a Zurich-based holding company run by
Klaus Hommels and Oliver Jung, the transaction represents the latest in a series of highly
successful exits from its portfolio of global group buying and private sales operators, following
e.g. Markafoni and DeinDeal
• Management shareholders will continue to lead the company, backed by its new investors
NOAH Advisor’s Role
Sellers
GBG: Klaus Hommels, Oliver Jung, Manu
Gupta
AlterInvest: Samih Toukan, Hussam Khouri
Emre Kurttepeli
Marco Rodzynek, Jan Brandes,
Yoram Wijngaarde
• NOAH Advisors has maintained a close relationship with Group Buying Global for two years and
has worked with Klaus Hommels and Oliver Jung on multiple occasions
• NOAH Advisors was mandated following inbound interest to acquire the grupfoni
• grupfoni and NOAH Advisors worked together intensively, exploring options with a number of
strategic and financial investors
• NOAH Advisors acted as exclusive financial advisor to grupfoni and its selling shareholders
19

EnGrande Transaction Case Study
NOAH Advisors partnered with EnGrande, exploring a range of strategic alternatives, resulting in a highly
successful outcome for all parties
Sale of a majority stake in
the owner of
to
Exclusive Financial Advisor to EnGrande S.L.
Deal Team
John Erceg (founder and CEO)
Fabio Massimo Giuseppetti, Jaime-Enrique
Hugas, Ricardo Caupers
Sponsor: Louis Elson
Marco Rodzynek, Yoram Wijngaarde, Jan
Brandes
July 2011
Overview of EnGrande
• EnGrande S.L. ("EnGrande" or "the Company") was established in 2003 by founder and CEO John Erceg to
generate bookings for budget hotels and apartments
• Following a period of rapid expansion across Europe and selected cities in America and Asia-Pacific, the
Company now has more than 7,000 establishments worldwide directly contracted to its service and
processes more than €80 million of bookings per annum
• EnGrande's websites, which include www.budgetplaces.com, and a network of dedicated 30's city
websites, such as www.london30.com and www.amsterdam30.com, are aimed at cost-conscious, mostly
European leisure and business travellers
• The Company employs 85 staff and is headquartered in Barcelona with offices in New York and Dublin
• The EnGrande team is passionate about finding new well-located, cheap and clean establishments,
partnering with hoteliers to fill their rooms profitably with a unique easy-to-use backoffice system which
offers maximum administrative efficiency
Transaction Rationale
• The online accommodation bookings market has proven to be a massive opportunity. Gross bookings of
the European hotel sector are estimated to total about €85 billion per annum, of which online bookings
currently account for around €14 billion
• The European budget accommodation sector itself is currently worth approximately €15 billion per annum
and is rapidly growing, in part due to the expansion of low cost carriers
• The fragmented nature of accommodation suppliers and their low online penetration presents EnGrande
with a strong opportunity to accelerate the growth of its network of providers
• A key part of the growth plan is a shared commitment to grow the platform to become the leader in the
budget accommodation category
• Palamon Capital Partners is a leading European mid-market private equity firm
• The terms of the transaction were not disclosed
NOAH Advisor’s Role
• EnGrande decided to partner with NOAH Advisors, following inbound interest to acquire the Company
• EnGrande and NOAH Advisors worked together intensively on exploring a wide range of strategic
alternatives, while the Company grew from strength to strength was able to scale its platform rapidly
• NOAH Advisors acted as exclusive M&A financial advisor to EnGrande
20

Bigpoint Transaction Case Study
NOAH Advisors identified the Bigpoint opportunity early on, and re-introduced the deal to Summit Partners and
TA Associates based on superior insight into the situation
and
April 2011
are jointly investing $350m to acquire a majority stake in
from
Exclusive Financial Advisor to
Summit Partners and TA Associates
Deal Team
Heiko Hubertz, Arthur Bastings, Simon Guild,
Nils Holger Henning, Philip Reisberger, Tobias
Reisberger, Michael Gutsmann, Jan Wergin
Scott Collins, Christian Strain, Vincent Lambert,
Nicolas Slim, Ronan Gouello
John Meeks, Morgan Seigler, Khaled Heliouli
Marco Rodzynek, Yoram Wijngaarde,
Jan Brandes
Overview of Bigpoint
• Bigpoint was founded in 2002 by Heiko Hubertz (co-CEO) in Hamburg and has become a globally leading
online gaming company, with over 185m registered users in over 150 countries, 250,000 daily
registrations, millions of paying users, and 1 million+ concurrent users
• Its 60 active browser games in 25 languages include core games such as Seafight and DarkOrbit, nextgeneration
3D games such Battlestar Galactica Online, and casual-social games such as Farmerama and
Zoomumba. A strong pipeline includes The Mummy and RamaCity
• Bigpoint’s games are free-to-play, with paid virtual items. Paying users spend an average of circa €20 ($29)
per month and purchase over a billion virtual items every day
• Bigpoint is one of the best-positioned online gaming platforms, in the sweet-spot of a market with several
structural growth dynamics (fast growing $15b+ online gaming market, the $2.5b+ free-to-play model
outgrowing the market) and better developer risk-return characteristics
• Bigpoint has built an industry-leading platform in terms of user analytics, virtual items sales, a diversified
portfolio of strong games in different segments, coupled with a strong pipeline
• The company’s strong growth track-record, industry-leading profit margins, and high-quality management
team made it a highly attractive investment opportunity for TA and Summit
Transaction Summary
• TA Associates and Summit Partners are jointly investing $350 million for a majority stake. Heiko Hubertz,
Bigpoint’s founder and co-chief executive, will retain his 30% stake
• Comcast Interactive Capital, GMT Communications and General Electric sell down their stakes. GMT and
GE will retain a minority stake. GMT and NBC Universal acquired a 70% stake in June ‘08 at a $110m
valuation. They have made a fivefold return on their investment
• Although Bigpoint is not raising new funds as part of the deal, the new partners will help it to expand
internationally, make acquisitions and develop software
• Completion is subject to regulatory approval and other standard conditions
NOAH Advisor’s Role
• Bigpoint has been a close relationship of NOAH Advisors for close to two years
• NOAH had intensively followed Bigpoint as a potential transaction opportunity and re-introduced the deal
to Summit Partners and TA Associates based on superior insight into the situation
• NOAH Advisors acted as exclusive M&A financial advisor to Summit and TA, bringing in-depth knowledge
of the online gaming sector, the company, and intelligence around the opportunity
21

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