JUNE 2016

OOH and M&A – A Look Ahead Mark Boidman Managing Director, Peter J. Solomon Company @MBoidman

Providing Advice to Clients for Over 27 Years

Completed over $180 billion of M&A, restructuring and financing advisory assignments

Advisor to Boards of Directors

PJSC is at the forefront of media and technology Mergers & Acquisitions Advisory

PJSC

Advisor on Public and Private Capital Raising

Restructuring / Recapitalization Advisory

Assignments in OOH / DOOH / Digital Signage / Retail Tech have included*:

*Assignments of PJSC and / or Mark Boidman. 1

Investment by Natixis Provides Access to Global M&A and Financing Platform In February 2016, Natixis announced an agreement for a majority investment in Peter J. Solomon Company to serve as its U.S. investment banking platform

Global Platform Americas

EMEA

Asia Pacific

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2,600 Employees across all platforms

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13,200 Employees across all platforms



500 Employees across all platforms

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Corporate & Investment Banking offices in New York, Los Angeles, Houston, Montréal, Bogotá, Buenos Aires, Lima, Mexico City and São Paulo

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Corporate & Investment Banking offices in London, Madrid, Milan, Frankfurt and Dubai along with corporate subsidiaries in Moscow and Frankfurt

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Strong track record in providing financing solutions to private equity clients

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Paris houses all major divisions, including capital markets and asset management

Corporate & Investment Banking offices in 12 countries organized around Hong Kong regional center (Australia, China, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, Singapore, Taiwan, Thailand and Vietnam)



In 2015, acquired Leonardo & Co., an M&A advisory firm in France, and 360 Corporate Finance, a financial advisory firm in Spain

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High performing asset management business with over $20bn AUM

Capital Markets Expertise Debt Capital Markets

Strategic Equity Transactions

Assists clients in raising capital for acquisitions, leveraged buyouts, restructurings and recapitalizations

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Assist clients in optimizing listed equity stakes

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Customized structured solutions to facilitate accelerated share repurchases

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Financing and risk management for equity positions, including hedging strategies, margin loans and equity swaps

Investment grade bonds

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Global trading capabilities

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Significant cross border transaction experience complemented by multi-currency funding capabilities

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Ability to structure and execute jumbo transactions

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Syndication and distribution capabilities to support corporate and financial sponsor clients

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Structure, arrange and underwrite: – First lien and second lien loans First lien and second lien loans – Bridge facilities Bridge facilities – High yield

High yield bonds

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PRIVATE AND CONFIDENTIAL

What We Cover in OOH / DOOH / Digital Signage / POS the Americas Billboard National

Airport / Aerial / Water

Point of Care

Restaurant

Content

Solutions / Kiosk / Other

Bar / Club

Health / Personal Care

Stadium / Arena

Background Music

Office / Elevator

Transit / Taxi Shopping Mall

Hotel

Local

Movie Theater

Gas Station

Retail Canada

Grocery POS

Smart Cities Agency Latin America

Source: Company financials and websites, MagnaGlobal, Outdoor Advertising Association of America, Digital Place-Based Advertising Association, FactSet and Wall Street research.

3

What We Cover in OOH / DOOH / Digital Signage / POS (Europe + Asia) Digital Out of Home

Billboard / Outdoor Belgium

Solutions / Kiosk / Other

Eastern Europe

Germany France Poland

Scandinavia Italy

Turkey Netherlands U.K.

Asia Spain

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Defining the Global Intelligent Visual Communications Industry 2015 – 2019

Out of Home Media $38B going to $46B

DOOH $11B going to $19B

Retail Technology $27B going to $40B – $45B

Digital Signage $16B going to $22B

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Executive Summary

PRIVATE AND CONFIDENTIAL

Robust OOH Industry Outlook Driven By  Stability in macro fundamentals  Technology as a friend and penetration of digital  Ubiquity of mobile

OOH Industry Challenges  Defending / taking share of advertising spend  Measurability and demonstrating clear ROI for advertising clients  Ease of buying - buyers and sellers resisting change

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PRIVATE AND CONFIDENTIAL

Global Out-of-Home Footprint U.K. & Ireland

Canada Germany Poland

Scandinavia Estonia / Latvia / Lithuania

Belgium

Netherlands

France

USA Spain China

`

Italy

Thailand Mexico Turkey

Brazil Chile Australia Switzerland

Source: FEPE, company websites.

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PRIVATE AND CONFIDENTIAL

Global OOH Spending

Global OOH Advertising Revenue

Global DOOH Advertising Revenue

(Amount in Billions)

(Amount in Billions)

$50 40

$36

$38

$40

$42

$44

$46

$49

$25

$21 $19

20

30

15

20

10

10

5

$10

$11

$16

$14

$13

0

0 2014A

2015A

2016E

2017E

2018E

2019E

2014A

2020E

Global DOOH as a Share of Total OOH Revenue

2015A

2016E

2017E

2018E

2019E

2020E

2019 Estimated DOOH Penetration in Digital Markets

75% 50% 40% 30%

27%

29%

32%

34%

37%

40%

44%

60%

60%

54% 42%

40%

China

Global Average

30% 15%

10%

0% Singapore

0% 2015A

56%

45%

20%

2014A

58%

2016E

2017E

2018E

2019E

US

Hong Kong

UK

2020E

Source: Peter J. Solomon Company Wall Street research.

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PRIVATE AND CONFIDENTIAL

Global OOH Spending 2016 Estimated OOH Main Markets Spending (Amount in Billions)

$10

$9.0 $7.5

8

$7.2

6 4 $1.7

2

$1.4

$1.4

$1.2

$0.9

$0.6

$0.6

$0.4

$0.4

$0.3

Brazil

Australia

Canada

India

Spain

Mexico

0 China

US

Japan

UK

France

South Korea

Germany

2015 Global OOH Revenue By Category

Other Transportation

8%

Billboard & Large Format 18%

45%

28%

Urban Furniture Source: Peter J. Solomon Company Wall Street research.

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PRIVATE AND CONFIDENTIAL

Global OOH Spending 2016 Estimated OOH Share of Total Advertising in Main Markets

25% 20%

20% 17%

15%

12%

12%

10%

8%

7%

7%

6%

6%

6%

6%

5%

5%

4%

-Japan

South Korea

France

China

UK

5%

5%

Mexico

Spain

Australia

Brazil

Canada

Germany

India

3%

3%

3%

3%

3%

2%

US

2016 Estimated OOH Growth in Main Markets

20% 16%

15%

12% 8%

8%

6%

4%

4%

1%

0% Brazil

China

India

Australia

US

UK

Mexico

Japan

Spain

Canada

Germany

South Korea

France

Source: Peter J. Solomon Company Wall Street research.

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2015 Outdoor Revenues

North America

International

(Amounts in Billions) $3.6

$2.8

$1.5 $3.3 $1.5 $0.1

$1.4 $1.2 $0.9

$1.3

$0.6

$1.4

$0.3

$0.2

$0.2

$0.2

$0.2

$0.2

$0.2

APN

oOh! Media

Asiaray

$0.1

$0.3 JCDecaux

CCO

OUTFRONT

Lamar

Focus

Ströer

Exterion

APG|SGA

Metrobus Clear Media Intersection

Russ

Source: Peter J. Solomon Company Wall Street research.

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PRIVATE AND CONFIDENTIAL

Global Advertising Spend Top 10 Global OOH Advertisers Excluding Asia (Amount in Millions)

$105

$59

McDonalds

Apple

$51

$48

Warner Bros Pictures

Verizon

$44

$44

British Sky Broadcasting

Coca-Cola

$36

$35

20th Century Fox

Metro PCS

$28

$28

Geico

Talktalk

Top 15 Global Advertisers in 2015 (Amount in Billions) $15.0 $12.2 $9.1

$8.3 $5.9

Microsoft

Google

Amazon

P&G

Comcast

$5.5

Expedia

$5.1

GM

$4.3

Ford

$4.0

Coca-Cola

$3.2

$3.1

$3.0

Nike

American Express

Priceline

$2.7

$2.7

Verizon JP Morgan

$2.6

Walt Disney

Source: Peter J. Solomon Company Wall Street research, OAAA, Outsmart.

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PRIVATE AND CONFIDENTIAL

Out of Home Advertising Investment Thesis

 Agency buying structure Considerations

 Municipalities looking for dollars  More sophisticated property owners aware of values to be extracted from OOH operators  Digitization / Mobile ̶ Continued conversion into digital billboard displays ̶ Location-based marketing and mobile ad opportunities

Near Term Growth Strategy

 Adopt audience measurement and buying techniques providing accountability ̶ Data to supplement existing OOH ratings, e.g., beacon or other tech ̶ Ad Exchanges / Programmatic Buying

Source: Wall Street Research.

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Current Agency Buying Structure Remains Challenge Buyers resisting changes to planning and buying OOH  Software platforms to OOH industry are threat to selling proposition of specialists “buying this media is hard and requires years of experience” – Importance of data + software that increases access and reduces fragmentation; traditional OOH specialist forced to adapt or become extinct

Sellers have over years invested in these relationships  The better the relationship = better sales. Hard to get friendly with automated platform  Sellers looking to increase demand + reduce friction in selling their media (while maintaining primary control) – Software as the solution…not specialists

The industry has to adapt or stall OOH industry sales

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Defending / Taking Share of Global Advertising Spend Potential Problem: $40B OOH ad bucket may not grow enough to offset supply  More digital billboards replace non-digital signage, with more faces (debatable)  More DPB networks getting deployed (most are not making money) – Not taking share from other ad buckets, + with more faces in the marketplace, potentially only taking share from each other

Potential Solution: “Blur the Buckets” leads to more value and better pricing  Use technology to be/feel more "digital" so that OOH can attract dollars that today go into other ad buckets  Approach mobile + OOH as one product to change the face of OOH attribution and put OOH higher up in the planning as marketing mix is being determined

Source: Wall Street Research.

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Use Technology to Measure and as Bridge to Attribution Impressions

Duration

How many views does display get?

New vs. Repeat

Enhancing Value of How long do they stand in front of the display?

OOH Frequency

What % of people are new? What % have I seen before?

How frequently do people view display?

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Attribution and Engagement Measure the percentage of people who were exposed to or engaged with the ads and subsequently visited a store and / or made a purchase Impressions

Visit

In-Store Analytics • Storefront Conversion • Visit Duration • Visit Frequency • Interaction / Engagement

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Total Global Ad Spending by Category Mobile and online video = the leading advertising categories over the next few years  OOH only traditional medium expected to show real growth ($ in Billions) 250

2015

2018

207 200

191

150 115

114

Traditional Media Category

104 100 66 50

44 38

--

3-Yr Compound Growth Rate (’15-’18):

60

47

*

34

Television

Desktop Internet

Mobile Internet

Newspapers

OOH Media

2.8%

3.7%

34.0%

(2.9%)

5.0%

36

Radio

2.5%

33

30

Magazines

(3.1%)

Source: Peter J. Solomon Company Wall Street research. Note: Total media ad spending worldwide in 2015 of $515 billion and growing to $610 billion in 2018. * Includes both linear and non-linear television. Non-linear includes non-traditional television such as Netflix, Hulu and other over-the-top programming.

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Select Media Channels Trading Performance EV / 2016E EBITDA 12.5 x

11.7 x 8.6 x

7.7 x 5.7 x

Digital Media

OOH Media

TV / Radio Broadcasting

Retail Tech / Digital Signage

Newspapers

Source: Capital IQ as of May 25, 2016.

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PRIVATE AND CONFIDENTIAL

Out of Home Comparable Companies EV / 2016E EBITDA Potential unlocked “REIT” value could increase multiple to 14.0x-16.0x in current low interest rate environment

13.1 x 11.5 x

12.0 x 10.9 x

Source: Capital IQ as of May 25, 2016.

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PRIVATE AND CONFIDENTIAL

The Smart Cities Opportunity For Digital Signage / DOOH is Huge…

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Smart Cities Opportunity

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Smart cities represent a $1.5 trillion market opportunity in energy, transportation, infrastructure and governance Currently 28 “smart cities” spread throughout Europe, North America and Asia Pacific Additional 102 planned and inprogress smart cities, with 88 expected to be successfully completed by 2025

100 88

Number of Smart Cities



80

60 45 39

40

20

21

24

28

33

0 2013

2014

2015

2016E

2017E

2018E

2025E

Source: Frost and Sullivan, IHS Technology research and MIT Technology Review.

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Participants in the Smart City Market Opportunity for OOH operators to participate in potential massive market

Product Vendors 

Provide smart meters and distribution devices (e.g., automated switches, voltage regulators) that operate as main nodes of connectivity

Network Service  Providers

Integrators 

Provide integrated turnkey solutions that package together various smart city capabilities and technologies

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Offer collaborative networks and enterprise working solutions that connect people, assets and systems by leveraging M2M capabilities

Managed Service  Providers 

Offer around-theclock monitoring, management and compliance services and on-site consulting for smart city solution providers

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