GCA Travel & Hospitality Technology...Developer of an online hotel booking platform designed to make...

1

Q3 2020

TRAVEL & HOSPITALITY TECHNOLOGYSECTOR REPORT

22

EXECUTIVE SUMMARY

» Travel in 2020 has looked nothing like the picture anyone could have predicted at the end of 2019

» After a decade of uninterrupted above-GDP growth since the double impact of the financial crisis and swine flu impacted growth in 2009,

the travel sector has been hit harder than almost any other category by the global pandemic

Only 1/3 of global commercial aircraft are in service, and airlines have reported revenue falls of up to 90%

International tourism travel is expected to be down as much as 80% for the year

Worldwide tourism expenditure in 2020 is expected to fall around 50% vs 2019

The US hotel sector has been hit 4x harder than after the 9/11 terrorist attacks

Governments have been forced to provide unprecedented levels of support, including well over $100Bn for US airlines alone

» However, within this bleak picture there have already been bright spots of returning demand in areas where “socially distanced” travel is still

possible

Out of city short-term rentals are seeing significant demand – with September occupancy levels in many areas of both North

America and Europe as high as a typical August

“Adventure travel” has seen higher demand since July than the corresponding period in 2019

Volumes for outdoor pursuits such as camping, RV sales and RV rentals are at record levels

» Looking ahead, there is significant uncertainty as to the shape of any recovery, but most analysts and commentators expect overall travel

and tourism to start on a positive trajectory in 2021 and return to 2019 levels within a 3-4 year timeframe

» In the shorter term, the winners will be those companies that can most quickly adapt to the “new normal”, delivering the now-universal

requirement for safety while still providing an experience travelers are willing to pay for

2020 - A Year Like No Other for the Travel Industry

33

EXECUTIVE SUMMARY (CONT’D)

Select Last 12 Months Active Investors Select Last 12 Months Active Acquirers

» With the ongoing uncertainty impacting most of the global travel sector, Travel & Hospitality Technology M&A volumes by deal value have remained muted. However, deals by number have rebounded close to pre-COVID levels from the multi-year lows seen in Q2

Q3 2020 has seen 21 M&A transactions, matching the quarterly average over the last four years, compared to only 12 in Q2 2020

Example transactions include Mondee’s acquisition of loyalty platform Rocketrip, Capital One’s purchase of travel booking and insurance app Freebird, and Travelport’s sale of Locomote back to the company’s founders

» Financing volumes have remained robust YTD, as larger players raise war chests in order to survive the crisis and smaller players gear up to take advantage of the current dislocation

Notable financings include Expedia’s $3.2Bn capital raise consisting of $1.2Bn equity from Apollo and Silver Lake and $2Bn debt, and Airbnb’s $2Bn financing including $1Bn equity from Silver Lake and Sixth Street Partners, and $1Bn debt from Silver Lake, Apollo, Sixth Street and others. Travelport also raised $500MM of additional debt to reinforce its financial stability

In Q3, Omio received $100MM in additional funding from existing and new investors including Temasek, Kinnevik, Goldman Sachs, NEA and Kleiner Perkins, and Gett received $100MM in additional funding from undisclosed partners

In addition, multiple smaller growth rounds successfully completed YTD, including Airside Mobile’s $13MM Series B led by Bain Capital, Splyt’s $20MM Series B led by Softbank and Hopper’s $70MM Series E led by Westcap and Inovia

» In the public markets, investors have broadly written off 2020 and are looking to 2021 and beyond for valuation metrics, assuming there will at least have been a partial recovery by then. More than half our listed travel universe of companies expect to be EBITDA negative in 2020, compared with just 10% in 2019. OTAs have fared the best, with their market cap weighted average stock price down by only 16% YTD, vs over 50% for airlines and 35% for airline software providers

Additional companies may be in the public markets soon, with Airbnb making its much publicized confidential filing with the SEC in August as well as recent speculation around a $3Bn IPO in Q4, and the announcement of two special purpose acquisition companies, Go Acquisition Corp. and Altitude Acquisition; raising $500MM and $300MM respectively to acquire a travel related platform

2020 YTD Travel & Hospitality Wrap Up

44

GCA’S RECENT TRAVEL & HOSPITALITY TRANSACTIONS

December 2018

June 2018

GCA is one of the most active advisors to the global Travel & Hospitality ecosystem,

with 12 Travel & Hospitality deals globally in the past 2 years

October 2018

May 2019December 2019 November 2019

July 2018 June 2018May 2018 May 2018

June 2020September 2020

sold to

Advisor to the sellers

Israeli software company

Chinese strategic acquirer

Outdoor activities technology platform

Aircraft maintenance ERP

Middle-office software for travel agents

Student travel services Hotel mobile booking and payments platform

Vacation rental platform

High-end experiential OTA

Corporate travel services

Vehicle rental platform Largest OTA in Saudi Arabia

Leading UK travel agent marketplace

OTA for cruise sector

55

THE LEADING GLOBAL ADVISOR TO THE TRAVEL & HOSPITALITY ECOSYSTEM

[email protected]

The Leading Advisor in Travel & Hospitality Tech Ecosystem

Key Sub-Sector Coverage

Online Travel

Airline & Airport Software

Hotel Management Destination & Experience Management

Short Term Rental

Corporate Travel

Events Management

Travel Services

Training & Maintenance

Global Travel & Hospitality Coverage Team

[email protected]

[email protected]

[email protected]

[email protected]

[email protected]

[email protected]

Report Authors

[email protected]

Rupert Sadler Chris Gough Kevin Walsh Glen Kruger Sascha Pfeiffer Raymond Frojd Christopher Jones Adrian Reed

66

CASE STUDY: SALE OF BERGFEX TO RUSSMEDIA EQUITY PARTNERS

GCA acted as exclusive financial advisor to bergfex on its sale to Russmedia Equity Partners

TRANSACTION DATE

September 2020

DEAL TYPE

M&A

Background

» bergfex is the #1 tourism platform for outdoor

activities in the Alpine region, monetized through

three attractive revenue channels (Apps, Online

Marketing, Hotels) with a founder-led management

team that has outperformed the market for >20 years

» Most-visited website in Austria and top 20 in Germany

with >250m yearly visits (100% unpaid traffic), with a

strong brand and customer base, >9x more traffic

than the closest competitor thanks to most

comprehensive and accurate data offering for

outdoor sports (ski, tours, weather info)

» Media companies presented themselves as the most

logical buyer given high synergy potential in online

marketing and web development (AB-testing and

support of developers within the larger group)

» The company was founded in 1999 and is based in

Graz, Austria

Transaction Summary

» GCA supported bergfex on all aspects of the transaction including

marketing document preparation, due diligence process

coordination and SPA/SHA negotiations

» Process was almost “fully-digital” during Due Diligence due to

COVID-19, including expert sessions and management

presentations

» Having received inbound interest and 6 indicative offers, GCA ran a

professional process, which resulted in 5 parties in the second

round and a highly attractive binding offer

» Giving the bidder the impression of a highly competitive process

was key for a substantial valuation increase in the final negotiation

rounds

» Russmedia Equity Partners emerged as the most successful bidder

due to higher speed and the clearest vision for the company's

future and thus won the process

» In a first step, the buyer acquired a significant majority, with a

put/call mechanism for the remainder of the shares in place

77

CASE STUDY: SALE OF FLIGHTDOCS TO AIRCRAFT TECHNICAL PUBLISHERS (ATP)

GCA acted as exclusive financial advisor to Flightdocs on its to sale to Aircraft Technical Publishers (ATP)

TRANSACTION DATE

June 2020

DEAL TYPE

Sell-side M&A

Background

» Flightdocs provides maintenance tracking, flight

operations, and inventory management software to

the business aviation sector, serving leading

corporations, air charters, air medical organizations,

government agencies, fractional carriers and aircraft

management companies

» Founded in 2003, Flightdocs has grown to be the

second largest provider of aircraft maintenance

tracking and inventory management solutions within

business aviation. The company's long-standing

reputation for revolutionary software and best-in-

class support has made Flightdocs the number one

choice for flight departments around the world

Transaction Summary

» GCA acted as exclusive advisor throughout the entire process,

helping establish the company’s operating model, forward

projections and marketing message, ultimately guiding Flightdocs

through all stages of diligence

» After a highly competitive process that produced numerous bids,

Aircraft Technical Publishers (ATP), an aircraft technical

publications and regulatory information provider, was selected on

the strength of its offer and its strategic vision, especially driven by

a highly complementary product suite across the aviation

maintenance / operations lifecycle

» Having acquired ATP in September 2015, Chicago-based private

equity firm ParkerGale will retain significant ownership in the

combined entity; Accel-KKR also invested both equity and debt

capital in the transaction

» The combination of ATP and Flightdocs creates one of the largest

providers of software solutions and information services within the

aviation industry, offering a comprehensive suite of products to

airlines, fleet operators, MROs, and FBOs

» The new company now supports 75,000 maintenance

professionals across more than 7,500 customers in 137 countries

88

CASE STUDY: SALE OF MIDOCO TO LEA PARTNERS

GCA acted as exclusive financial advisor to the shareholders on the sale of Midoco to LEA Partners

TRANSACTION DATE

December 2019

DEAL TYPE

Sell-side M&A

Background

» Midoco is the DACH champion in mid-office

automation and profile management software

solutions for the travel sector

» The Company serves a broad blue-chip client base of

major online and offline travel agencies as well as tour

operators, including the likes of TUI, DER and

Lufthansa City Center, in both the DACH region and

globally

» In 2018, Midoco acquired Swiss mid-office competitor

and leading global travel profile management

software player Umbrella Organisation U+O AG

(“Umbrella”), bolstering the Group’s comprehensive

offering and market positioning

» The Company employs around 70 people in Germany

and Switzerland and enjoys solid topline growth at

high margins

Transaction Summary

» GCA was retained as exclusive sell-side advisor based on an

extensive sell-side track-record in the B2B software and travel

technology spaces

» GCA supported Midoco and its shareholders on all aspects of the

transaction, including the creation of all marketing documents,

managing an extensive due diligence process as well as offering

strategic guidance through SPA negotiations

» LEA Partners emerged as the most motivated bidder and was able

to position itself favorably with both the management team and

the remaining BID Equity shareholders as a strong and software-

savvy partner for the Company’s next growth phase

» LEA Partners acquired a majority stake in Midoco as well as its

subsidiary Umbrella

99

CASE STUDY: DIVESTMENT OF TRAVELOPIA’S N.A. EXPERIENCE EDUCATION BRANDS

GCA acted as exclusive financial advisor to Travelopia, one of the world's leading specialist travel groups, on the sale of its North American Experience Education brands to WorldStrides

TRANSACTION DATE

November 2019

DEAL TYPE

Sell-side M&A

Background

» Headquartered in the UK, Travelopia is a travel group

providing customers with specialized tours and

holidays globally across 50+ brands

» Travelopia’s North American Experience Education

(“NAEE”) brands provide once-in-a-lifetime

educational and performance-based tours to students

across the United States and Canada

» WorldStrides (backed by Eurazeo) is the leading US

provider for educational and performance-based

tours and the acquisition of the NAEE brands further

strengthens this market leading position

» GCA was appointed to advise Travelopia due to its

expertise in the travel sector and its existing

relationship with Travelopia, having previously

advised the management team of Travelopia on its

2017 acquisition by KKR from TUI plc

Transaction Summary

» GCA originally ran a process to divest the UK and North American

Experience Education brands as one group. However, during the

process WorldStrides showed significant interest in acquiring the

North American brands at a compelling strategic premium,

resulting in a decision to split the UK and North American

Experience Education brands

» During conversations GCA successfully negotiated the removal of

one NAEE brand from the transaction at the 11th hour, with no

change to the headline price. This represented a significant

increase to the already premium price being paid for the acquired

brands

» This resulted in the need to negotiate two Transitional Service

Agreements (“TSA”) – one to cover the services/systems required

as part of the NAEE brand carve-out from Travelopia, and another,

reverse TSA, to cover the local support and system services

required for the NAEE brand retained by Travelopia post sale

» The divestment of the NAEE business will help Travelopia to re-

focus its strategy on its core brands, as part of its vision to become

the leading experiential travel company globally

1010

CASE STUDY: SALE OF TABLET TO MICHELIN

GCA acted as exclusive financial advisor to shareholders of Tablet, securing a highly attractive valuation and transaction terms for the sellers

TRANSACTION DATE

October 2018

DEAL TYPE

Sell-side M&A

Background

» Founded in 2000 and owned by its founders and angel

investors, Tablet is the leading high-end online travel

agency (OTA) specialized in experiential hotels

» Portfolio comprises 3,500+ hand-picked hotels in 120+

countries and is trusted by 40,000 active customers

p.a., totaling more than 4MM visits p.a.

» Industry-leading travel club: Tablet Plus, a paid loyalty

program with currently 8,500+ members, which

provides perks such as room upgrades, free breakfast,

airport transfers, or spa credits in 1,400+ hotels

» One of the few OTAs with an in-house developed

state-of-the-art Central Reservation System enabling

optimal access to rates / availability and highly

scalable real-time pricing

Transaction Summary

» Tablet offers an attractive equity story based on its strong growth

fundamentals, long-standing experience as innovator of hotel

curation, pioneered combination of editorial content, and e-

commerce in Travel

» Michelin envisages to integrate Tablet into its Food & Travel

division (comprising the world famous Guide Michelin with the

Michelin starred restaurants) creating a globally leading provider

of high-end food, travel, and hotel guides / offerings

» GCA supported Tablet on all aspects of the transaction while

running a structured auction process, approaching a small number

of strategic trade parties and financial investors

1111

0

20

40

60

80

100

120

Jan - 20 Feb - 20 Mar - 20 Apr - 20 May - 20 Jun - 20 Jul - 20 Aug - 20 Sep - 20

Global United States China Germany India Other

57%

30%

60%

66%

45%

21%

47%

30%

82%

33%

22% 21%

35%

25%

35%

Lodging Flight Driving

United States China Germany India Other

0%

20%

40%

60%

80%

100%

120%

140%

Jan - 20 Feb - 20 Mar - 20 Apr - 20 May - 20 Jun - 20 Jul - 20

Driving Flights Lodging Macroeconomy

COVID-19 TRAVEL UPDATE

YoY United States Travel Activity by Type YoY Travel Activity by Country (2)

Global travel activity continues to recover slowly, reaching 43%

of its pre-COVID levels

In early April, travel

activity was down 80%

from its pre-COVID levels

Driving has rebounded

strongly, up to 66% of

July 2019 levels

Driving has returned strongest

in Germany, while lodging is

strongest in China

Travel Activity Index

Travel has been one of the industries most impacted by COVID, across all geographies and categories.

However, there are already signs of recovery, and domestic travel in particular is returning.

Source: Skift Travel Activity Index Analysis.1) Other countries consist of: Australia, Brazil, Canada, France, Italy, Mexico,

Singapore, Spain, Thailand, UAE and UK.2) Represents YoY activity for the week of August 27th.

(1)

(1)

1212

Ann. Date Company

Lead / Selected Investor

Amount Invested

Funding to Date

Post-Money

Valuation

9/29 $75 $108 NA

9/18 $6(1) $81 $102

9/8 $6 $15 $38

8/26 $25 $34 ~$126

8/19 $100 ~$400 NA

8/17 $11 $17 $43

8/3 $200 >$10,000 $14,300

7/28 $250 $1,170 ~$2,750

7/27 $36 $69 $89(2)

7/21 Undisclosed $100 >$750 $1,500(2)

7/13 $3 $8 NA

7/1 $13 $26 NA

PRIVATE FINANCING DASHBOARD

Source: Pitchbook and press releases.Chart represents private capital deals across travel and hospitality technology with a deal size of at least $0.5MM.1) Series C extension bringing total Series C to $53MM.2) 2019 Valuation.

($MM)

$38.7$23.8$25.6 $22.4

Select Q3 2020 Financing Transactions

$25.3

($MM)

$9.9 $7.6

Avg. Equity Investment:

$68.2

(1)

Kees Koolen

Quarterly Private Financing Activity

72

39

62

54

30

44

37

48 $1,852

$945

$2,485

$1,400

$297 $367

$3,187

$1,180

Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020

Airbnb Financing Total Raised # of Deals

1313

PRIVATE FINANCING DASHBOARD (CONT’D)

Source: Pitchbook and press releases.1) Secured debt financing; later refinanced by lender group.2) 2019 Valuation.3) PIPE Transaction, not included in graph.4) Includes $1.2Bn equity investment from Apollo and Silver Lake & $2Bn debt

financing.

5) Series B extension bringing total Series B to $43MM.6) Includes $1Bn equity investment from Sixth St. and Silver Lake & $1Bn debt

financing.7) Closed in Q2 2020.8) Series B extension bringing total Series B to $35MM.


($MM)


Ann. Date Company


Amount Invested

Funding to Date

Post-Money

Valuation

6/24 $170 $560 $1,300

6/23 NA NA NA

6/18 $20 $34 NA

6/16 $125 $1,107 NA

6/5 $500 NA NA

6/2 $108 $635 $1,000(2)

5/18 $43 $71 NA

5/14 $70 $254 NA

5/11Up to

$225(3)NA NA

4/23 $3,200(3)(4) NA NA

4/16 $14(5) $51 NA

4/6 $2,000(6) $6,403 $18,000

($MM)

Ann. Date Company


Amount Invested

Funding to Date

Post-Money

Valuation

3/23 $10 NA NA

3/10 $11 $14 $29

3/9 $82 >$103 $185

2/27 $10 $12 NA

2/25 $10 $10 ~$20

2/19(7) $12 $28 $45

2/12 $5 $9 NA

2/10 $20 $33 $74

2/7 $23 $29 NA

2/5 $3 NA NA

2/3 $7 $18 NA

1/13 $11(8) $43 NA

(1)

(VC Arm)

1414Source: Pitchbook, company filings, company websites, press releases as of 9/30/20.

PRIVATE COMPANY FUNDING LEADERS

$50MM - $99MM

$100MM - $149MM

$150MM - $499MM

$500MM - $1Bn

$25MM - $49MM

1

11

Raised to Date:

($6.4Bn)

Other Mega Funding Leaders

($1.2Bn) ($1.1Bn)(>$10Bn)

1515Source: Capital IQ , Pitchbook, 451 Research, press releases.Represents data across travel and hospitality technology.

M&A DEAL DASHBOARD

Quarterly Significant M&A Activity Select Q3 M&A Transactions

($MM)

Ann. Date Target Acquirer Enterprise Value

9/28 $200

9/9 -

9/3 -

8/26 -

8/26 -

8/25 -

8/11 -

8/5 $6

8/5 $12

8/1 -

7/16 -

7/2Company Founders

-

38

26

23 22

20 20

12

21

Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020

1616Source: Capital IQ as of 9/30/20.

5 Year Share Price Performance

PUBLIC COMPANY PERFORMANCE

Public Travel & Hospitality Technology Ecosystem

263%

10%

(46%)

Airline SW & IT

(34.5%)

Airline SW & IT

Broader Software

29.1%

BroaderSoftware

OTA

(16.4%)

OTA

YTD Share Price Performance

(52.1%)

Airlines

Airlines

11%29%

(35%)

(52%)

(16%)

YTD Share Price Performance

(70%)

(20%)

30%

80%

130%

Jan- 20 Apr- 20 Jul- 20 Oct- 2020

(120%)

(80%)

(40%)

0%

40%

80%

120%

160%

200%

240%

280%

1717

15.2x

Source: Capital IQ as of 9/30/20, company filings.Graphs represent 7-day average EV / NTM EBITDA figures. Multiples >50 considered “NM”.

5 Year EV / NTM EBITDA Valuation

PUBLIC COMPANY VALUATION

16.1x19.4x

31.5x

YTD EV / NTM EBITDA Valuation

Public Travel & Hospitality Technology Ecosystem

Airline SW & IT

18.8x

Airline SW & IT

Broader Software

16.5x

BroaderSoftware

OTA

21.5x

OTA

YTD Average EV / NTM EBITDA

22.4x

Airlines

Airlines

-

5.0x

10.0x

15.0x

20.0x

25.0x

30.0x

35.0x

40.0x

-

5.0x

10.0x

15.0x

20.0x

25.0x

30.0x

35.0x

40.0x

18

APPENDIX

1919

9/28/2020 $200 - - - -Provider of travel management services intended to build a travel program

for businesses.

9/28/2020 - - - - - Developer of an outdoor activities and tourism platform.

9/10/2020 - - - - - Provider of event management services.

9/9/2020 - - - - -Operator of vacation properties and provider of vacation rental

management services.

9/9/2020 - - - - - Provider of private car rental service intended to be offered to tourists.

9/9/2020 - - - - -Developer of an employee loyalty platform designed to inspire team

members to travel smart and earn rewards while doing it.

9/3/2020 - - - - -Developer of a cloud-based sales and event management software

designed to simplify the process of meetings and events for hotels.

9/1/2020 - - - - -Developer of an open publishing platform intended to serve the needs of

today's travel photographers and writers.

8/28/2020 - - - - -Developer of a SaaS-based online event booking platform designed to build

a better event booking experience for all.

8/27/2020 - - - - -Developer of an online platform to rent private land for camping and

recreational purposes.

8/26/2020 - - - - -Provider of a channel manager and technology platform intended to offer

hotel inventory distribution services.

8/26/2020 - - - - -Developer of a travel rebooking platform intended to empower travelers to

skip the line and instantly book a new ticket.

8/25/2020 - - - - -

Developer of an enterprise event management and digital engagement

platform designed to bring a compelling environment for consumers to

engage with the brand at events.

APPENDIX: SELECTED M&A ACTIVITY

Source: Capital IQ , 451 Research, Pitchbook and company filings.Indicates GCA participation in transaction.

($MM) Data In UseEnterprise EV / Revenue EV / EBITDA

Date Acquirer Target Value (EV) LTM NTM LTM NTM Target Description

2020

APPENDIX: SELECTED M&A ACTIVITY (CONT’D)($MM) Data In Use

Enterprise EV / Revenue EV / EBITDA


Company Founders

8/11/2020 - - - - -Developer of a reservation management tool designed for the full-service

restaurant industry.

8/5/2020 $6 - - - -Developer of guest retention platform intended to deliver a convenient and

personalized dining experience.

8/5/2020 $12 - - - -Provider of an AI-based corporate travel platform designed to help users

search across dozens of channels for the best prices.

8/1/2020 - - - - -

Developer and provider of software intended for transforming the way air

and cruise lines manage operations by helping them make smarter and

data-driven decisions.

7/16/2020 - - - - - Operator of a corporate travel management company.

7/6/2020 - - - - -Operator of an online marketplace and booking service intended to allow

people to buy and sell travel experiences.

7/2/2020 - - - - -Developer of a corporate travel platform that empowers travel managers

to drive change and achieve a quantum leap in program efficiencies.

7/1/2020 - - - - -Developer of an online hotel booking platform designed to make lodging

and accommodation easily available throughout Africa.

6/23/2020 - - - - - Operator of an online platform intended to offer travel services.

6/18/2020 - - - - - Developer of comprehensive airplane maintenance tracking software.

6/16/2020 - - - - -Provider of distribution technology and services intended to modernize the

airline commerce and distribution landscape.

6/16/2020 - - - - - Provider of travel insurance products and services.

5/26/2020 $109 0.5x - - - Developer of a SaaS-based B2B and B2C travel technology platform.


2121

APPENDIX: SELECTED M&A ACTIVITY (CONT’D)

Source: Capital IQ , 451 Research, Pitchbook and company filings.



5/20/2020 - - - - -Developer of a blockchain-based travel booking platform intended to make

bookings for hotels using cryptocurrency.

5/15/2020 $11 - - NM -Developer of a hotel revenue management platform designed to deliver

friendly information technology to hoteliers.

5/7/2020 - - - - -Developer of an online meal sharing platform designed to share meals

with anonymous travelers.

4/30/2020 $15 - - - - Developer of an event management software platform.

4/29/2020 - - - - - Provider of travel booking services application.

4/21/2020 - - - - - Operator of an online travel agency.

3/25/2020 - - - - - Developer of hospitality software serving the catering industry.

2/20/2020 - - - - -Developer of airline management software designed to provide software,

communications and services to the airline industry.

2/20/2020 - - - - - Operator of an online travel agency specializing in cruise products.

2/18/2020 - - - - - Provider of an online cruise holiday package platform.

2/11/2020 - - - - -Provider of a restaurant search platform designed to transform the

restaurant search and online booking services.

2/3/2020 $36 - - - -Developer of transportation management software systems designed to

optimize the process of scheduling fl ights, trucks and railroads.

1/29/2020 - - - - -Provider of information technology services intended for travel industries

to reach end customers directly.

2222

APPENDIX: SELECTED M&A ACTIVITY (CONT’D)($MM) Data In Use

Enterprise EV / Revenue EV / EBITDA


1/28/2020 $7 - - - -Provider of an online hotel booking platform intended to offer

standardized stay experiences in different destinations.

1/27/2020 $77 0.5x - 9.6x - Provider of an online travel services platform in Mexico.

1/27/2020 - - - - -

Provider of online food ordering service technology committed to offering

specialized order integration and management solutions to restaurant

clients.

1/21/2020 - - - - -Developer of industry-disrupting airline web and mobile applications

designed to service tens of thousands of travelers each day.

1/14/2020 $448 - - - - Provider of corporate travel management services.

1/13/2020 $36 - - - -Operator of a travel agency offering corporate travel, higher education

travel, group travel, vacation travel, and event management services.

1/10/2020 - - - - - Operator of an online platform intended for direct hotel distribution.

1/7/2020 $111 - - - -Developer of an airfare and hotel price tracking platform for corporate

and personal travel.

1/1/2020 - - - - -Provider of an online holiday information portal intended to make holiday

planning simple and smart.

12/26/2019 $255 - - - - Operator of an accommodation booking software.

12/12/2019 - - - - - Operator of an online travel company specializing in cruise vacations.

12/5/2019 - - - - -Developer of SaaS-based mid-office and enterprise resource planning

software for the travel industry.

12/3/2019 - - - - -Developer of an online platform intended to optimize hotel booking

management.


2323

11/22/2019 - - - - -Provider of telecoms and information technology related facil ities

intended to be used for the hospitality industry.

11/21/2019 - - - - - Provider of travel agency services.

10/19/2019 $450 7.0x - 28.1x -Provider of performance benchmarking and analytical services for the

global hospitality sector.

10/15/2019 $110 5.5x - - -Developer of a cloud-based passenger services system software for

airlines.

10/15/2019 - - - - -

Developer of hospitality POS systems intended to provide a complete suite

of integrated software for managing your entire business from one place

and one system.

10/11/2019 - - - - - Provider of leisure travel services in Belgium.

10/10/2019 $207 - - - -Provider of travel agency services catering to both leisure and corporate

travelers.

10/3/2019 - - - - - Operator of an online boutique leisure and corporate travel agency.

10/1/2019 $28 - - - -Provider of digital marketing and operational services in the travel

industry.

10/1/2019 $110 - - - - Provider of airline and workforce lodging logistics services.

75th Percentile 5.9x NM 23.5x NM

Mean 3.4x NM 18.8x NM

Median 3.0x NM 18.8x NM

25th Percentile 0.5x NM 14.2x NM

APPENDIX: SELECTED M&A ACTIVITY (CONT’D)

Source: Capital IQ , 451 Research, Pitchbook and company filings.



Australia

Belgium

2424

APPENDIX: TRAVEL & HOSPITALITY TECHNOLOGY ECOSYSTEM

Source: Capital IQ as of 9/30/20.“NM” signifies multiple >50x.

Airlines

Southwest Airlines Co. $37.50 $22,120 ($2,963) $19,157 $9,537 $16,702 2.0x 1.1x NM 7.8x (54.5%) 75.1% (35.2%) 14.7%

Delta Air Lines, Inc. $30.58 19,426 18,713 38,139 17,998 30,681 2.1x 1.2x NM 6.9x (58.2%) 70.5% (24.0%) 18.1%

United Airlines Holdings, Inc. $34.75 10,112 17,429 27,541 16,591 27,506 1.7x 1.0x NM 7.1x (59.3%) 65.8% (30.4%) 14.2%

American Airlines Group Inc. $12.29 6,250 30,236 36,486 17,387 29,722 2.1x 1.2x NM 14.1x (59.4%) 70.9% (42.8%) 8.7%

Alaska Air Group, Inc. $36.63 4,529 1,482 6,011 3,845 6,290 1.6x 1.0x NM 5.1x (56.2%) 63.6% (18.4%) 18.8%

JetBlue Airways Corporation $11.33 3,087 2,655 5,742 3,113 5,936 1.8x 1.0x NM 6.3x (60.0%) 90.7% (45.4%) 15.4%

easyJet plc $6.49 2,948 581 3,529 4,091 5,504 0.9x 0.6x NM 3.8x (38.4%) 34.5% (0.1%) 16.9%

International Consolidated Airlines Group, S.A. $1.23 2,438 11,820 14,258 11,817 19,941 1.2x 0.7x NM 4.2x (55.4%) 68.7% (7.7%) 17.2%

Airlines

Mean 1.7x 1.0x NM 6.9x (55%) 67% (25%) 16%

Median 1.8x 1.0x NM 6.6x (57%) 70% (27%) 16%

Airline Software & IT

Amadeus IT Group, S.A. $55.88 $25,135 $3,026 $28,161 $3,155 $4,907 8.9x 5.7x 45.7x 15.6x (49.5%) 55.5% 19.5% 36.7%

TravelSky Technology Limited $2.13 6,245 (1,049) 5,196 839 1,204 6.2x 4.3x 25.8x 10.6x (13.7%) 43.5% 24.0% 40.8%

Sabre Corporation $6.51 2,029 3,502 5,531 1,474 2,656 3.8x 2.1x NM 16.1x (62.9%) 80.1% (16.7%) 13.0%

PROS Holdings, Inc. $31.94 1,384 (75) 1,310 252 271 5.2x 4.8x NM NM 0.8% 7.3% (13.3%) (5.8%)

Airline Software & IT

Mean 6.0x 4.2x 35.7x 14.1x (31%) 47% 3% 21%

Median 5.7x 4.6x 35.7x 15.6x (32%) 50% 3% 25%

Broader Software

Microsoft Corporation $210.33 $1,591,704 ($54,382) $1,537,322 $149,162 $164,174 10.3x 9.4x 22.4x 19.9x 25.9% 10.1% 46.0% 47.0%

SAP SE $155.89 185,643 10,638 196,281 33,134 35,658 5.9x 5.5x 16.7x 15.0x 17.1% 7.6% 35.5% 36.7%

Oracle Corporation $59.70 179,750 28,463 208,213 39,392 40,355 5.3x 5.2x 10.7x 10.6x (0.1%) 2.4% 49.4% 48.7%

Broader Software

Mean 7.2x 6.7x 16.6x 15.2x 14% 7% 44% 44%

Median 5.9x 5.5x 16.7x 15.0x 17% 8% 46% 47%

OTA

Booking Holdings Inc. $1,710.68 $70,050 $1,908 $71,958 $7,649 $11,524 9.4x 6.2x 48.5x 17.5x (47.3%) 50.6% 19.4% 35.6%

Trip.com Group Limited $31.14 18,323 3,952 22,275 2,678 4,426 8.3x 5.0x NM 23.4x (40.5%) 65.2% 8.2% 21.5%

Expedia Group, Inc. $91.69 12,949 4,621 17,570 5,597 8,362 3.1x 2.1x NM 12.6x (50.1%) 49.4% (2.2%) 16.7%

TripAdvisor, Inc. $19.59 2,634 27 2,661 665 1,064 4.0x 2.5x NM 11.6x (58.8%) 60.1% (3.9%) 21.5%

trivago N.V. $1.55 548 (151) 397 353 581 1.1x 0.7x NM 18.4x (66.3%) 64.4% (10.8%) 3.7%

On the Beach Group plc $3.16 497 22 518 93 180 5.5x 2.9x NM 10.1x (35.4%) 92.2% 6.0% 28.5%

Despegar.com, Corp. $6.36 445 (183) 262 144 485 1.8x 0.5x NM 11.2x (72.8%) 235.5% (77.6%) 4.8%

eDreams ODIGEO S.A. $2.71 319 531 850 367 401 2.3x 2.1x 16.4x 12.7x (40.1%) 9.3% 14.1% 16.7%

OTA

Mean 4.5x 2.8x 32.5x 14.7x (51%) 78% (6%) 19%

Median 3.6x 2.3x 32.5x 12.6x (49%) 62% 2% 19%

($MM, except per share data)

Stock Trading Metrics Operating Metrics

Price Equity Net Enterprise Revenue EV / Revenue EV / EBITDA CY Rev. Growth EBITDA Margin

Company 09/30/20 Value Debt Value CY20E CY21E CY20E CY21E CY20E CY21E 19A/20E 20E/21E CY20E CY21E

2525

GCA: A LEADING INDEPENDENT GLOBAL INVESTMENT BANKGlobal investment bank providing strategic M&A and capital markets advisory services to growth companies and market leaders

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This report was prepared by GCA Advisors, LLC, a registered broker-dealer and member of FINRA and SIPC. Sources of data include Capital IQ and other news organizations. Information obtained from third-party sources is considered reliable, but we do not guarantee that the information herein is accurate and complete. The report shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities mentioned herein; past performance does not guarantee future results. Recipients of this report should not interpret the information herein as sufficient grounds for an investment decision or any other decision.

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