PropTech Market Update - GCA Advisors€¦ · Excludes Oyo Rooms and The We Company financing rounds. Represents data across CRE / Investment, Residential Real Estate and Mortgage

PRELIMINARY CONFIDENTIAL DRAFT

PropTech Market Update

2019 Year-End Review

22

EXECUTIVE SUMMARY – 2019 REAL ESTATE TECHNOLOGY

GCA 2019 PropTech Transaction Activity

Acquired by

We advised the seller

Acquired by


A Portfolio Company of

Acquired by



Majority interest acquired by


Acquired

We advised the buyer

Introduction Market Summary Public Markets RRE Trends CRE Trends Financing Trends Appendix

Acquired by


Another Record Year in PropTech M&A & Growth Equity Investment

» Equity and debt raised in U.S. PropTech was up 69% y/y in 2019 to $9.0bn, reflecting continued momentum for growth companies in the PropTech sector

− 78 deals of $20MM+ in equity investment, a 105% increase over 2018 → scale leaders emerging across all categories and investor appetite remains strong to continue to back “winners” with incremental capital

− iBuyers and alternative RE financing firms are some of the biggest growth capital recipients in 2019 with major investments into companies like Opendoor, Ribbon, Point, Figure and many others

» Significant M&A activity with 104 PropTech M&A deals in 2019

− M&A driven primarily by strategics, but financial sponsors (e.g. Silver Lake, Lovell Minnick, etc.) and sponsor backed strategics (e.g. Ellie Mae, MRI, Lightbox, etc.) remain highly acquisitive as well

− Consolidation driven by economies of scale and the emergence of platform tech providers across different end markets (e.g. Lone Wolf in RRE, Building Engines in CRE, Procore in ConTech, etc.)

» Sentiment for continued PropTech investment and M&A in 2020 remains strong with 96% of investors expecting either an increase or the same amount of M&A activity in the next twelve months(1)

» GCA remains one the most active M&A and growth capital advisors in the PropTech segment globally, having advised on 6 deals in the sector in 2019 and 24 in the sector in the past 3 years

Source: Capital IQ as of 1/25/20, Pitchbook, press releases.(1) MetaProp Mid-year 2019 Global PropTech Confidence Index as of 7/24/19.

33

2019 PROPTECH SECTOR SUMMARY

Residential Real Estate

» $5.3Bn of investment in the residential real estate tech sector in 2019, primarily driven by tech enabled brokerages (e.g. Compass, REX, Side, etc.), iBuyers (Opendoor, Offerpad, etc.) and an emerging category of alternative financing firms associated with home equity / down payment assistance (e.g. Ribbon, Figure, ZeroDown, Hometap, etc.)

» RRE M&A activity driven by SaaS software consolidation in the broker, team and agent productivity category:

− GCA expects continued consolidation in the RRE software category as brokers, teams and agents demand integrated enterprise end-to-end productivity platforms to control data and run more efficient operations

Commercial Real

Estate

» Massive year of investment and growth for the CRE sector with 183 U.S. growth investments and $3.7Bn invested into the space in 2019

» CRE data and productivity platforms attracting significant investment and were key M&A targets

» CoStar, Real Page and MRI remain highly acquisitive, using M&A to add incremental products and expand into new categories

Mortgage / P&C

Insurance / Title

» Highly active year for companies working to drive efficiency in the mortgage origination, closing, title and escrow process

− Qualia, Spruce, Notarize, Modus and States Title all raised capital in 2019 to digitize and accelerate the title escrow and closing process

− Mortgage customer capture platforms, Blend and Roostify, both raised capital in 2019

− Multiple rounds of investment in direct to consumer brands focused on renters and homeowner insurance (Kin, Lemonade, Openly)

» Category M&A driven by Ellie Mae’s sale to Thoma Bravo and their subsequent acquisition of Capsilon

Most active year in history

Source: Capital IQ as of 1/25/20, Pitchbook, press releases.(1) Includes $89MM to buy out DMGT’s existing stake; includes an unknown amount of debt.

/ / /

$128M capital raised $115M(1) investment

Acquired by Acquired by


44

GCA 2019 PROPTECH TRANSACTIONS

Key Sub-Sector Coverage Verticals

Residential RE Software

Commercial RE Software

Mortgage / Lending

Title / Insurance

Home Services

Facilities Management

Construction Tech

IWMS

Chris GoughManaging Director

Head of Real Estate TechnologyPhone: (415) [email protected]

Acquired by


Acquired by


Acquired by


Acquired by


Acquired by


Acquired by


Majority Interest Acquired by


Acquired by


Acquired by


Investment from


MBO backed by


Global Leader in PropTech Advisory

Acquired by



Acquired by



Majority interest

acquired by


Acquired

We advised the buyer

Lizzie [email protected]


Acquired by

Refinanced

We advised the lender

Acquired by


Investment from


a portfolio company of


Acquired by

Marcus [email protected]

Zain [email protected]

GCA U.S. PropTech Team


55

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

ZURICH

MILAN

FRANKFURT

MUNICH

TEL AVIV

LONDON

BIRMINGHAM

MUMBAI

SHANGHAI

SINGAPORE

TOKYO

NEW DELHI

NAGOYA

HO CHI MINH CITY

TAIPEI

PARISLEEDS

FUKUOKA

NEW YORK

SAN FRANCISCO

GCA operates as GCA in America and Asia, and GCA Altium in Europe

Sector expertise:

Expansive coverage

and deep

specialization

Exceptional cross-border capabilities:

Over a third of all transactions

Global platform:

23 offices in key markets across

America, Asia and Europe

Broad spectrum

of clients:

Leading

conglomerates, top

private equity firms

and emerging high-

growth companies

Experienced team: Over 450 employees

across the globe

Strong reputation and track record: High number of

repeat clients and referrals

Diversified

business model:

Geographically

balanced, synergistic

and complementary

focus areas

KYOTO

OSAKA

MANCHESTER


66

I. PROPTECH MARKET SUMMARY

II. PUBLIC MARKETS

III. RESIDENTIAL REAL ESTATE TRENDS

IV. COMMERCIAL REAL ESTATE TRENDS

V. MORTGAGE & FINANCING TRENDS

VI. ADDITIONAL TRANSACTION CASE STUDIES

VII. M&A AND MARKET COMPS BACK-UP

VIII. GCA 2019 TRANSACTION CASE STUDIES

77

$4,226 $4,833

$6,921

$250

$475

$2,060

$1,339

$2,748

$1,823

$4,477

$5,308

$8,981

2014 2015 2016 2017 2018 2019

Source: Capital IQ as of 1/25/20, Pitchbook, press releases.Excludes Oyo Rooms and The We Company financing rounds.Represents data across CRE / Investment, Residential Real Estate and Mortgage Technology.

ANOTHER RECORD YEAR – REFLECTED IN 2019 DEAL FLOW

($MM)

Avg. Deal Value:

$8.0$10.6$5.2 $20.6 $20.1 $21.4

69%

Equity Raise Value Debt Raise Value

Increase in equity & debt raised y/y

Q4$2,730

Q3$2,326

Q2$1,772

Q1$2,153

$8,981

U.S. Real Estate Technology Venture Investment (2014 - 2019)

324 U.S. PropTech deals in

2019, the most active year

of financing to date, totaling

$9.0Bn in equity and debt,

an increase of 69% y/y in

total funding


88

$5,289 Residential

59%

$3,692 Commercial

41% $8,981 debt & equity

raised

INVESTMENT BY CATEGORY

U.S. Investment by Category from 2019 ($MM)

Commercial

CRE / Facilities

CRE Marketplace / Management

Multi-family

Construction Tech

Residential

Residential Real Estate Solutions

iBuyers

Financing Assistance

Referral Networks

Mortgage / Closing Software

P&C Insurance Tech

Construction Tech

Investment Marketplaces


99

Date CompanySelect

Investor(s) Amt. Invested Funding to Date

Latest Reported Valuation

8/21 $400 $565 $1,000

7/30 $370 1,513 $6,400

10/29 $319 $527 >$1,000

4/11 $300 $480 >$2,000

3/20 $300$1,345 Equity / $3,000 Debt

$3,800

7/12 $225 $358 $1,100

2/20 $200 $297 NA

4/18 $160 $185 $240(1)

6/24 $130 $310 NA

5/14 $123 $468 $2,100

ANOTHER RECORD YEAR – REFLECTED IN 2019 DEAL FLOW

Top 10 U.S. Equity Rounds of 2019U.S. Growth Capital Raises Greater than $20MM

($MM)

Increase in round sizes signals emergence

of scale leaders and reflects TAM for sub-

categories of market

Source: Capital IQ as of 1/25/20, Pitchbook, press releases.Excludes Oyo Rooms and The We Company financing rounds.Represents data across CRE / Investment, Residential Real Estate and Mortgage Technology.

(1) Estimated post-money valuation per Pitchbook.

105%

Increase in Capital Raises Greater than $20MM y/y

8

15 16

32

38

78

2014 2015 2016 2017 2018 2019


1010

GROWING ECOSYSTEM OF PROPTECH-FOCUSED PE / GROWTH INVESTORSP

ort

folio

Co

mp

anie

s


1111

REAL ESTATE PRIVATE COMPANY FUNDING LEADERS

$50MM - $100MM

$100MM - $200MM

$200MM - $500MM

>$500MM

$25MM - $50MM

1

1

1

Equity Raised to Date:

($4.4Bn) ($614MM)

($3.1Bn) ($8.9Bn Equity / $6.1Bn Debt)(1)

Other Mega Funding Leaders

($468MM)($370MM)

Source: Pitchbook, CB Insights, Company filings, Company websites, press releases.(1) Funding totals exclude secondary transactions.

39 companies

raised $100MM+

126 companies

raised $25MM+


1212Source: Pitchbook, 451 Research, press releases.(1) Per The Real Deal New York Real Estate News.(2) Per Skift News.

HEALTHY M&A MARKET

Buyer Target Announced DateEnterprise

Value

11/6 $580

11/6 NA

10/28 NA

10/1 $450

9/6 NA

8/21 NA

7/31 NA

7/16 NA

5/13 NA

4/22 NA

4/3 ~$220(1)

3/19 $2,083

3/13 $205

3/7 ~$400(2)

2/12 $3,390

1/7 NA

• Significant 2019 M&A activity

− 80% strategic acquirers

− 20% financial acquirers

($MM)

Select U.S. 2019 PropTech M&A TransactionsAnnual U.S. PropTech M&A Activity

44 45

57

105 104

2015 2016 2017 2018 2019


1313

M&A BY CATEGORY

U.S. M&A Deals by Category from 2019

104 M&A deals

BuyerBuyer TargetTarget

58 Commercial

56%

46

Residential/ Mortgage

44%


1414

MOST ACTIVE ACQUIRERS IN REAL ESTATE TECHNOLOGY

Notes: Listed targets reflect publicly-announced transactions.

2017 2018 2019

Total # of Deals

(2017-2020 YTD)

19

11

9

7

5

6

(2020)

(2020)


1515


II. PUBLIC MARKETS







1616

(52%)

(32%)

(12%)

8%

28%

48%

68%

Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Jan-20

37% 42%

31%

51%

0% (7%)(7%)

53%

29%

LTM Share Price Performance

PUBLIC COMPANY PERFORMANCE

RE Media / Portals

Property Mgmt Software

RE Sharing Economy / Travel

Residential Brokerage


37%

Property Management

Software

FICO: 77%MCO: 62%

TRU: 52%EFX: 45%

EXPN: 38%

Credit / Mortgage Marketing

Public Real Estate Technology Ecosystem

RE Data / RE Software

Traditional Mortgage / Title

31%


53%

Broader Data

Broader DataCommercial Brokerage

29%

Commercial Brokerage

0%


51%

RE Media / Portals

(7%)


(7%)


42%


Source: Capital IQ as of 2/5/20.


1717

23.1x

19.0x 19.0x 18.8x

11.9x10.1x 9.1x

7.5x 7.2x

12.7x

7.5x

5.2x

3.4x 3.2x2.2x 2.0x

1.4x 1.1x


Traditional Mortgage

/ Title

RE Sharing Economy /

Travel



Property Mgmt

Software

RE Media / Portals

Enterprise Value / 2020E Revenue Enterprise Value / 2020E EBITDA

Public Real Estate Technology Ecosystem

Broader Data



Traditional Mortgage

/ Title

RE Sharing Economy /

Travel



Property Mgmt

Software

RE Media / Portals

Broader Data


PUBLIC COMPANY VALUATION

Source: Capital IQ as of 2/5/20.Multiples represent median value of sector group.eXp World Holdings and Purplebricks Group excluded from Residential Brokerage’s EV / EBITDA calculation.


5.2x / 19.0x

Property Management

Software

1.4x / 7.2x


7.5x / 18.8x

Broader Data

1.1x / 10.1x


3.4x / 11.9x


12.7x / 23.1x

RE Media / Portals

2.0x / 7.5x


2.2x / 9.1x


3.2x / 19.0x



1818


II. PUBLIC MARKETS







1919

RESIDENTIAL REAL ESTATE TRENDS

RRE Themes Top 10 U.S. RRE Equity Rounds of 2019

Theme 2: RRE

enterprise software

platforms expand via

M&A

Theme 4: Tech /

hybrid brokerage

models remain

attractive

Theme 1: Growth of

iBuyersDate Company

Select Investor(s) Amt. Invested Funding to Date


7/30 $370 $1,513 $6,400

3/20 $300$1,345 Equity /

$3,000 Debt$3,800

10/15 $71 $81 $30

3/14 Undisclosed $70$150 Equity /

$825 Debt$575

11/5$63 Equity /

$46 Debt$119 Equity /

$46 Debt$498

3/5 $48 $115 $355

3/19 $45 $76 $135

1/22 Diana Nelson $45 $121 NA

9/25 $43$53 Equity / $120 Debt

$163

11/19 Ken Griffin $40 $121 NA

($MM)

Theme 3: Customer

capture /

qualification driving

multiple modes of

monetization


2020

THEME 1: GROWTH OF IBUYERS

CompanyFounded /

Entered Funding ($MM) Current Markets

2014$1,345 Equity /

$3,000 Debt21

2015$150 Equity /

$825 Debt15

2015$61 Equity / $394 Debt

5

2017 Mkt Cap: $9.3Bn 10

2017 Mkt Cap: $2.0Bn 21

2018 Mkt Cap: $1.1Bn 10


RRE Trends Theme 1 Theme 2 Theme 3 Theme 4

iBuyer Funding History ($MM) Select iBuyer Landscape

Source: Capital IQ as of 1/25/20, Pitchbook, press releases.(1) Mike DelPrete 2019 iBuyer Report.

($MM)

$47

$829 $896

$250

$425

$1,613

$298

$1,254

$2,509

2017 2018 2019

71%

26%

2018 iBuyer National Market Share (Purchases)(1)

2121

0.0mm

1.0mm

2.0mm

3.0mm

4.0mm

5.0mm

6.0mm

7.0mm

$0.00

$10.00

$20.00

$30.00

$40.00

$50.00

$60.00

$70.00

THEME 1: GROWTH OF IBUYERSCase Study: Zillow Continues Roll Out Of Its Offers Program

Offers Program Zillow 3-Year Stock Price Performance

− On April 12, 2018 Zillow (NasdaqGS: ZG) announced plans to expand its “Offers” (iBuyer) program, following its launch in early 2017

− Zillow’s iBuyer program is now active in Atlanta, Charlotte, Dallas, Denver, Houston, Las Vegas, Phoenix, Raleigh and Riverside and has grown the program to 21 markets, as of 2/5/2020

− Zillow believes the iBuyer program represents a $1.8Tn TAM

− In 2018, Zillow purchased 686 and sold 177 homes; the program accelerated in 2019, with 2,291 purchased and 1,211 sold homes in Q3 2019 alone; 2,822 homes are held in inventory as of November 7, 2019

− Purchasing homes presents Zillow with an opportunity to enter into adjacent markets such as mortgage / title

Offers Purchasing and Financing Offers Model

− Zillow will focus on single family homes priced between $200k - $300k

− Zillow will commit ~20% of the value of the home in equity, with the remaining balance held as debt

− Zillow will work with lenders to create a funding vehicle to finance these properties

− Zillow assumes a 90-day holding period

Revenue (Selling price of homes)

Less: Purchase price of homes

Less: Costs to purchase homes (commissions, escrow, title)

Less: Home improvement costs (including direct labor)

Gross Margin

Less: Holding costs (insurance, taxes, HOA fees)

Less: Costs to sell homes (closing costs, commissions, escrow, title)

Less: Corporate overhead (indirect labor, marketing)

EBITDA

“Assuming an average transaction value of ~$260k Zillow can expect a net

operating profit of ~$7k (~3% margin)” (2)

Source: Capital IQ as of 1/24/20, press releases, public filings, Cowen Research, Susquehanna Financial Group, Pitchbook, company websites.Cowen Research, 4/26/18.


2222

THEME 2: RRE ENTERPRISE SOFTWARE PLATFORMS EXPAND VIA M&A

Front-end Marketing & Sales Back-end Operations

Manage data streams

Generate leads AccountingAncillary components

(closing, title, etc.)

Capture & nurture

leadsManage transaction

Convert & manage

leads

Sca

ling

RR

E En

terp

rise

Soft

wa

reRRE Trends Theme 1 Theme 2 Theme 3 Theme 4

2323

THEME 3: CUSTOMER CAPTURE / QUALIFICATION DRIVING MULTIPLE MODES OF MONETIZATION

Source:2018 homeowners’ + renters’ insurance industry revenue (IBIS World).2018 existing home sales (NAR) * average home sales price (NAR) * 5.08% commission rate (Real Trends 2018 Average).

2018 Origination Units (Mortgage Bankers Association) * $9.7K revenue per loan (Compass Point Research). Borrell Associates 2019.2018 title industry revenue (IBIS World).

Total Addressable Market ($Bn)

(2) (3) (4) (5)(1)

Renters’

Homeowners’ Refinancing

Purchase

2018 homeowners’

+ renters’ insurance

industry revenue

(IBIS World)

Borrell Associates

2019

2018 existing home

sales (NAR) *

average home sales

price (NAR) * 5.08%

commission rate

(Real Trends 2018

Average)

2018 Origination

Units (Mortgage

Bankers

Association) *

$9.7K revenue per

loan (Compass

Point Research)

2018 title industry

revenue (IBIS

World)

$104

$46

$4

$19

$108

$87

$64

$17 $16

Insurance Real Estate BrokerageCommission

Retail MortgageOrigination

Real Estate Internet, Media& Tech

Title Insurance

$18


2424

− On November 5, HomeLight announced that it had raised $63MM in equity led by Zeev Ventures with participation from Group 11, Menlo Ventures, Crosslink Capital, Stereo Capital and others as well as secured $46MM in debt financing

− This brings the company’s total funding to ~$165MM to date (including debt)

− HomeLight plans to use its new funding to expand its capabilities, including agent matching, title, escrow and mortgage services

Series C

Transaction Overview HomeLight Overview

$109MM Raised

Headquarters: San Francisco, CA

Founded: 2012

Description: Operator of a real estate platform that aims to simplify thetransaction process for homebuyers and sellers. HomeLightprovides software and services to home buyers, sellers and realestate agents, such as HomeLight Agent Matching, the investormatching platform Simple Sale, HomeLight Home Loans, andHomeLight Closing Services

Current Investors:


Product Overview

HomeLight's evolution from a single-product company to a real

estate platform aligns with our vision for the future of real estate. I

am thrilled to partner with HomeLight to build the real estate

platform and power the real estate transaction of the future.”

“

Select Deal Commentary

Oren Zeev, Managing Director,

Zeev Ventures

HomeLight Fundraising Timeline

($MM) Seed Seed Series A Series B Series C

Date NA 8/26/14 4/18/16 8/15/17 11/5/19

Equity Raised $0.4 $4.5 $10.4 $40.0 $63.0

Debt Raised $0.0 $0.0 $0.6 $0.0 $46.0

Total Raised to Date $0.4 $4.9 $15.9 $55.9 $164.9

Agent MatchingAnalyzes millions of real estate transactions and agents to refer buyers and sellers to

70,000+ in-network real estate agents based on customizable metrics

HomeLight

Simple SaleTaps into a network of

150+ pre-approved cash

buyers who compete to

buy homes.

The service is free to

sellers with no

obligation to accept,

and sellers receive

offers within 2 minutes

Home Estimates

Customers pair answers

to a few questions with

housing market data

from multiple trusted

sources and HomeLight

then predicts the home’s

current value

Home Loans

Apply in as little as 30

minutes and HomeLight

Home Loans will

underwrite customers

within 1 business day

before an offer is made.

Once approved,

HomeLight guarantees

a 21-day closing table

Case Study: HomeLight Raises $109MM in Series C Round (Equity + Debt)

Source: Pitchbook, Company website, press releases.


2525


Company Profile: OJO Home

Source: Company website, Pitchbook, press releases.

Find a Home• AI engine intuitively processes a wide range of homebuyer preferences

and highlights relevant properties in the market

• Buyers can speak with the built-in chatbot to ask questions on properties

as if they were asking a knowledgeable real estate agent

OJO Home Overview

Headquarters: Austin, TX

Founded: 2015

Description: Developer and operator of an AI-enabled personal assistant forrealtors and homebuyers that curates properties based onbuyers’ preferences and connects them with qualified real estateagents. The Company offers a platform for agents to find clientsand engage them with personalized insights

Current Investors:

OJO Home Highlights

Acquisition Timeline

Product Overview

Oct 2019

Provider of a real estate agent software platform, offering custom websites, CRM and ai-driven collaborative home search

Oct 2018

Provider of real estate websites with lead capture capabilities, MLS data services and property search tools

$6

$21

$45

$6

$26

$71

Jan-16 May-18 Mar-19

OJO Home Fundraising Timeline ($MM)

2019Winner of HousingWire

HW Tech100 Award

Currently serves

12 U.S. Markets

100 MillionProperty Records,

Covering 99% of U.S. MLSs in U.S. & Canada

Connect with an Agent• OJO connects homebuyers with qualified local real estate agents

• Agents can leverage OJO’s analytics insights on their clients’ preferences

and financial situations to tailor their recommendations

• Agents can also communicate with clients via the OJO app

Partnerships & Integrations

New Funding


2626


II. PUBLIC MARKETS







2727

COMMERCIAL REAL ESTATE TRENDS

CRE Themes

Source: (1) Estimated post-money valuation per Pitchbook.

Theme 2: Expansion /

investment behind

software productivity

platforms

Theme 1: Data drives

valuation in CRE

Theme 3: M&A rollup

strategies in building

operations

Top 10 U.S. CRE Equity Rounds of 2019

Date CompanySelect



8/21 $400 $565 $1,000

10/29 $319 $527 >$1,000

7/12 $225 $358 $1,100

2/20 $200 $297 NA

4/18 $160 $185 $240(1)

5/14 $123 $468 $2,100

6/3 $115 $123 $220

1/16 $100 $140 NA

5/7 $90 $178 $1,000

8/22 $80 $222 NA

($MM)

Theme 4: Highly

active shared space /

marketplace

category


2828

− On November 7, Reonomy announced that it had raised a total of $60MM in its Series D round led by Georgian Partners with participation from new investors Wells Fargo Strategic Capital, Citi Ventures and Untitled Investments and existing investors including Bain Capital Ventures, Primary Venture Partners and Sapphire Ventures

− This brings the company’s total funding to ~$128MM to date

− Reonomy plans to use its new funding to expand its machine learning capabilities and platform-driven applications and accelerate its international expansion

Transaction Overview Reonomy Overview

Headquarters: New York, NY

Founded: 2013

Description: Developer of a commercial real estate (CRE) data and analyticsplatform. Reonomy leverages big data, machine learning andpartnerships to integrate the fragmented, disparate world ofcommercial real estate

Current Investors:

Reonomy Fundraising Timeline

THEME 1: DATA DRIVES VALUATION IN CRE

Product Overview

Series D

$60MM Raised

Reonomy has developed a powerful platform to integrate and

resolve sources of commercial real estate data into a single, unique

identifier for every CRE asset in the United States. This unique

identifier is being leveraged by some of the largest enterprises in the

world to tie together their public, proprietary, and third party data

sources and to create a level of visibility into real estate assets that

was previously unattainable.”

“


Emily Walsh, Principal, Georgian

Partners

Data Network• Aggregates data from an unprecedented network of providers, including

all 3,100 local county assessors in the U.S., secretaries of state, census

data, title companies, and commercial data & geospatial providers

AI: Machine Learning• Machine learning algorithms take data from any source and restructure it

using Reonomy’s own universal language: the Reonomy ID

• The platform leverages artificial intelligence to provide predictive

analytics

• After 6 years in market, the algorithms have been trained on billions of

unique data points and feedback from thousands of users

Partners

($MM) Seed Series A Series B Debt Series C Series C-II Series D

Date 3/1/13 3/10/14 1/2/15 4/14/15 2/6/18 6/13/18 11/7/19

Equity Raised $1.5 $3.7 $13.0 $0.0 $16.0 $30.0 $60.0

Debt Raised $0.0 $0.0 $0.0 $4.0 $0.0 $0.0 $0.0

Total Raised to Date $1.5 $5.2 $18.2 $22.2 $38.2 $68.2 $128.2

Exclusive Data Access Agreements

CRE Trends Theme 1 Theme 2 Theme 3 Theme 4

Case Study: Reonomy Raises $60MM in Series D Round

Source: CB Insights, Pitchbook, Company website, press releases.

2929

0.0mm

0.2mm

0.4mm

0.6mm

0.8mm

1.0mm

1.2mm

1.4mm

1.6mm

1.8mm

2.0mm

$0.00

$100.00

$200.00

$300.00

$400.00

$500.00

$600.00

$700.00

$800.00

Jan-

17

Mar

-17

May

-17

Jul-

17

Sep-

17

No

v-1

7

Jan-

18

Ma

r-1

8

Ma

y-1

8

Jul-

18

Se

p-1

8

No

v-1

8

Jan-

19

Ma

r-1

9

May

-19

Jul-

19

Sep-

19

No

v-1

9

Jan-

20

CoStar Group 3-Year Stock Price Performance & Select Acquisition History

Transaction Overview CoStar Group Financial Detail(2)


− On October 1, CoStar Group announced its plan to acquire STR, one of the country’s largest hotel data aggregators. The transaction closed on October 22

− The all-cash deal for STR was valued at $450 million, ~7.0x EV / 2019E Revenue and ~28.1x EV / 2019E EBITDA

− The acquisition will allow CoStar to expand their office and industrial property database to include hotel data(1)

To be acquired by

March 10, 2017

July 18, 2017

June 20, 2019

October 12, 2018

November 8, 2018

September 12, 2017

October 1, 2019

Case Study: CoStar Group Acquires STR

Source: Capital IQ as of 1/25/20, Company website, press releases.(1) Commercial Observer, 10/1/19.(2) Projected figures per Wall Street research consensus.

$838

$965

$1,192

$1,389

$1,677

$256 $280

$418 $499 $535

CY16A CY17A CY18A CY19E CY20E

Revenues Adj. EBITDA

CAGR: 20%

CAGR: 19%


3030

Founded in 1987, CoStar

conducts expansive, ongoing

research to produce and

maintain the largest and most

comprehensive database of

commercial real estate

information.

STR Highlights

Strategic Rationale

Select Transaction Commentary


STR has become the gold

standard in the global

hospitality industry for premium

data analytics, performance

benchmarking and market

insights having grown its data

assets, product offerings and

geographic reach over the past

34 years.

STR will complement CoStar’s existing offerings and empower CoStar

to provide valuable new services to investors and service providers in the

hospitality industry

The combination of the two companies’ offerings will allow CoStar to

create valuable new and improved tools for investors, lenders, and service

providers for use in developing, financing, valuing, and selling hotel

properties

CoStar will focus on a number of attractive growth areas, including creating

powerful hotel data and analytics in CoStar Suite, driving international

penetration, building and selling new products and expanding benchmarking

to other areas

Aggregates data from over 65,000 hotels worldwide

Aggregates data from nearly nine million guest rooms in

over 180 countries

Distributes more than 1.2 million reports each month

370 employees in 15countries

Provides building information on 80,000

hotels

STR brings an unrivaled

reputation within the global

hospitality industry for their

data integrity, reliability and

strict confidentiality, and we

look forward to continuing to

build on these core values in

the next chapter of STR’s

growth.

Andrew Florance,

Founder and CEO,

CoStar Group

We are very excited to

become part of CoStar. CoStar

brings leading technologies,

analytics and sales capabilities

that we believe will enable STR

to accelerate growth and

increase the value and insights

we provide to our hospitality

clients.

Amanda Hite,

President and CEO,

STR

“

“

“

“

Case Study: CoStar Group Acquires STR

Source: Company websites, press releases.


3131

($MM) Series A Recapitalization / PE Growth

Date 1/1/07 6/3/19

Amount Raised $7.5 NA

Post-Money

Valuation$18.8 ~$220

RCA Highlights

− On June 3, Real Capital Analytics (RCA) announced that it had received growth funding from Susquehanna Growth Equity (SGE) in a combination of cash and debt totaling $115MM

− The investment valued the Company at ~$220MM

− $89MM will be used to purchase Daily Mail and General Trust’s 40% stake acquired in 2007

− RCA plans to use the remaining $26MM for investments in overseas CRE data firms

PE Growth

Transaction Overview RCA Overview

$115MM Invested


Founded: 2000

Description: Provider of commercial real estate market data and analytics. TheCompany offers a database of commercial real estatetransactions, property sales, recapitalization and refinancingacross markets and property types, enabling investors, lenders,brokers and advisors to get comprehensive data and uniqueinsight to formulate investment strategy, assess risk, source newopportunities and execute transactions

Current Investors:

RCA Fundraising Timeline

Select Deal CommentaryTotal recorded

transaction value

$18Tr

200,000Investors Profiled

Countries Tracked

172

100%Penetration with top CRE brokers

Market-Leading PositionCurrent Investments

Indian commercial real estate data and analytics provider

2015

Dutch commercial real estate data and analytics provider tracking over 400,000

buildings

2017

Commercial real estate data and analytics provider for U.S. and Latin American

properties

2018 / 2016

Case Study: Real Capital Analytics Raises $115MM in Debt and Equity for Recap & Expansion


My team and I are confident

that SGE will provide

tremendous support, expertise

and financial flexibility to RCA.

Bob White, Founder &

CEO, RCA

We’ve gotten to know Bob

White and the RCA team over

the last decade and could not

be more excited to support

RCA as it continues to

transform the commercial real

estate industry.

Scott Feldman, MD,

SGE

“

“

“

“

Source: Pitchbook, Company website, news reports, press releases.


3232

THEME 2: EXPANSION / INVESTMENT BEHIND SOFTWARE PRODUCTIVITY PLATFORMS

Appraisal /

Underwriting

Data /

Services

Market Data /

Analytics /

Geospatial

Solutions

Investor

Portal

Broker

Business

Intelligence

Transaction

Workflow

Transaction

Marketplace

Applications Leasing Lending RefinancingSale / Purchase

Transactions

CustomersCommercial

Services FirmsInvestors Lenders Appraisers

Capital Markets

▪ LightBox has assembled a leading end-to-end commercial real estate technology platform:

− Acquired four companies since April 2018, that collectively create one of the largest tech players in the CRE market

− Platform built to service all constituents in the CRE transaction: brokers, lenders, commercial services firms, investors and CRE transaction service providers

The world’s largest online commercial real estate transaction marketplace, SaaS transaction management

and business intelligence platform

Cloud-based real estate data, analytics

and GIS solutions

Database of environmental records and land use

information / underwriting & due diligence platform

Real estate appraisal management software

Due Diligence

Auctions

Transaction

Marketing

Risk Mitigation

Data Licensing

Valuation

DevelopersGovernment

PlannersBuilders

Environmental Firms

Case Study: LightBox – Building a Leading CRE Platform

CRM

Customer relationship management software designed to organize

contacts and track properties


3333

− On November 21, Juniper Square announced that it had raised a total of $75MM in its Series C round led by Redpoint Ventures with participation from Felicis Ventures, Ribbit Capital and Zigg Capital

− This brings the Company’s total funding to ~$108MM to date

− Juniper Square plans to use the new funding to continue to expand its headcount, capital markets operations and overall scope of business

Transaction Overview Juniper Square Overview


Founded: 2014

Description: Provides a software platform that streamlines fundraising,investment operations and investor reporting for the commercialreal estate industry. The system is used by hundreds ofinvestment sponsors to manage nearly $800B in real estateinvestments (5% of total U.S. CRE market capitalization). TheCompany aims to bring public equities market-like transparencyand ease of transactions to commercial real estate

Current Investors:

Juniper Square Fundraising Timeline

THEME 2: EXPANSION / INVESTMENT BEHIND SOFTWARE PRODUCTIVITY PLATFORMS

Product Overview

Series C

$75MM Raised

At Redpoint, we look for visionary founders who can create new

markets or redefine existing ones – and that’s Alex and Juniper

Square. To succeed in commercial real estate, you need the trust

of key players, and to win that trust, you need industry context,

which Alex and his team have in droves to complement their

software expertise.”

“


Elliot Geidt, Partner, Redpoint

Database for current and prospective

investors and other business contactsCRM

Target clients and prospects, organize

and track fundraising and securely

distribute offering documents

Fundraising

Automation

Manage investment ownership / cap

tables and investor recordsPartnership

Accounting

Customizable capital account

statements, transaction notices and

other investor reports

Investor

Reporting

Secure access to documents and

investment performance in the cloudInvestor Portal

Select Clients

($MM) Early Stage VC Series A Series B Series C

Date 1/6/16 1/31/18 12/12/18 11/21/19

Equity Raised $1.9 $6.0 $25.0 $75.0

Total Raised to Date $1.9 $7.9 $32.9 $107.9

Case Study: Juniper Square Raises $75MM in Series C Round



3434

THEME 3: M&A ROLLUP STRATEGIES IN BUILDING OPERATIONSCompany Profile: BuildingEngines

Building Engines Overview Building Engines Highlights

750Clients

25,000+Buildings Managed

2.4M+Sq. Ft. Managed

Headquarters: Boston, MA

Founded: 2000

Description: Provider of a building operations software suite, offering SaaSweb and mobile portfolio management platforms. The Company’sproducts streamline operations by connecting commercial realestate stakeholders on a unified platform, automating workflowsand delivering data and insights for property owners andmanagers. Its suite of solutions supports the full range of criticalbuilding operations, including tenant engagement and service,maintenance management, communications, task andoperational risk management.

Current Investors:

Wellfleet Capital Partners

Acquisition Timeline

Nov 2019

Provider of a property management RFP automation platform that simplifies RFP generation, scheduling and coordination

May 2019

Provider of software solutions and managed services for commercial real estate, such as space management software, building compliance and acquisition and disposition services

May 2018

Provider of a facility management software for large commercial buildings and other properties, such as stadiums, that tracks building operations and customer experience data

Management

Tim Curran CEO

Daniel Cozza Chief Product Officer

Nina Laven Chief People Officer

David O’Connor CFO

Lou Jordano CMO

Fundraising Timeline ($MM)

$27

$13 $27

$39

Oct-16 Oct-19

Products and Solutions

Tenant Service• Tenant information /

payment portal

• Tenant survey tools

• Work order communication &

scheduling

• Resource / amenity

scheduling

Maintenance• Preventative maintenance

scheduling

• Inspection organization tools

• Vendor portal

• Space visualization

• RFP automation

Risk Management• Insurance certification

• Incident tracking

• Visitor access

• Fire & life safety management

Communications• Property websites

• Broadcast messaging

• Mobile tenant center

• Tenant support chatbot AI

New investment Existing Funding

Source: Source: Capital IQ as of 1/25/20, Company website, press releases.


3535

THEME 4: HIGHLY ACTIVE SHARED SPACE / MARKETPLACE CATEGORYCase Study: Vacasa Raises $319MM in Series C Round


[Vacasa] has the potential to

become a global brand that

stands for superior financial

returns for homeowners and

exceptional experiences for

guests.

− On October 29, Vacasa announced that it had raised a total of $319MM in its Series C round led by Silver Lake with participation from Riverwood Capital, Level Equity and NewSpring

− This brings the company’s total funding to ~$530MM to date and brings its valuation to over $1Bn

− Vacasa plans to further enhance its industry-leading technology platform, accelerate expansion into new markets and grow new offerings

Series C

Transaction Overview Vacasa Overview

$319MM Raised

Headquarters: Portland, OR

Founded: 2009

CEO & Founder: Eric Breon

Employees: ~3,300

Description: Publishes clients’ property listings on top hotel & rental platformsand hires local housekeepers and property managers. The end-to-end vacation rental service aims to provide optimal financialreturns for owners and streamline the booking process for guests

Current Investors:

Vacasa Fundraising Timeline

”

“


Joerg Adams,

Managing Director,

Silver Lake

Vacasa Highlights

Vacasa’s revenue has grown

almost seven-fold since our

Series A investment nearly

four years ago, and we

expect growth to accelerate

in 2020.”

“

Ben Levin, Founder,

Level Equity

17+Countries

3,300+Employees

23,000+Vacasa

Homes

2MM+Guests per

Year

Booking Partners

($MM) Series A Series B-I Series B-II Series C

Date 11/14/16 10/17/17 10/18/18 10/29/19

Amount Raised $45.0 $103.5 $64.0 $319.0

Raised to Date $45.0 $148.5 $212.5 $531.5


3636

THEME 4: HIGHLY ACTIVE SHARED SPACE / MARKETPLACE CATEGORYCase Study: Vacasa Raises $319MM in Series C Round


Product Summary

Rental Income Estimator Rental Listings Marketing Support Property Management

• Provides rental income estimator

tools, leveraging its industry-leading

database of rental histories of its

23,000 homes under management to

automate pricing

• Informed by factors such as weather,

local events and historic trends, rates

update multiple times per day

• Builds customers’ listings with a 3D

virtual tour and high-quality HD

photography

• Listings will be prominently featured

on Airbnb, Vrbo, HomeAway,

Booking.com, etc.

• Provides marketing support through

interior design consultations and

professional photography shoots

• Digital marketing specialists ensure

Vacasa homes are highly visible with

targeted multi-channel campaigns

across search engines, display

advertising, social media and email

• Vacasa homes are cared for by local

staff, including housekeepers and a

local property manager

• Provides 24/7 support from Vacasa’s

reservations and customer service

teams

• Implements guest screening and

liability protection

Real Estate

Agent Network

Industry

Insights

Buy a Vacation

Home

Sell a Vacation

Home

Ancillary

Functions:

Number of Properties Recent Acquisition & Ownership Timeline

Jul 2019

$162 million deal expands Vacasa’s portfolio to more than 23,000 vacation homes around the globe

Jun 2019

Take over the management of its 85 properties in Seattle, Stevens Pass, and Leavenworth, Washington

Apr 2019

Added 450 units in destinations along the Florida Gulf Coast

Mar 2019

Added 12 properties in New Orleans and partners with all the major booking channels (Airbnb, Booking.com, etc.)

0

5,000

10,000

15,000

20,000

25,000

Au

g-1

4

De

c-1

4

Oct

-15

Ap

r-1

6

Jul-

16

Oct

-16

Nov

-16

Feb

-17

Jul-

17

Sep

-17

Nov

-17

Ma

r-1

8

Jul-

18

Oct

-18

De

c-1

8

Ap

r-1

9

Jul-

19

Oct

-19

Portfolio increase from the Wyndham Vacation Rentals acquisition


3737


II. PUBLIC MARKETS







3838

MORTGAGE / INSURANCE / FINANCING TRENDS

Mortgage / Insurance / Financing Themes Top 10 U.S. Mortgage / Insurance / Financing Equity Rounds of 2019

Source: (1) MBA Mortgage Bankers Association, 12/13/19. (2) Per FinSMEs report.

Theme 2: Closing /

title software raising

significant capital in

2019

Theme 1: Alternative

financing products

going strong

Theme 3: Customer

capture platforms

Mortgage Originations(1)

Date CompanySelect



4/11 $300 $480 $2,000

6/24 $130 $310 NA

12/5 $103 $225(2) $1,200

12/11 $100 $115 NA

7/24 $100 $210 $1,000

1/31 $75 $254 $885

8/19 $65 $254 $885

2/27 $65 $225(2) $1,200

10/28 $60 $111 $330

1/29 $58 $115 $155

($MM)

$1,026 $1,056 $1,209 $1,272 $1,305

$1,026 $704 $467

$796 $609

$2,052

$1,760 $1,676

$2,068 $1,914

2016A 2017A 2018A 2019E 2020E

New Purchase Volume ($Bn) Refi Volume ($Bn)


3939

CompanyFounded / Entered Funding ($MM) Description

2018$54 Equity / $505 Debt

Provides cash offers to purchase a new home, leasing it to the buyer

until the buyer's old home sells

2018$223 Equity / $1,015 Debt

Provides financing and debt consolidation underwritten by

home equity as well as home sale-leaseback options

2004 $40

Provides home co-investing, allowing buyers to purchase homes with smaller down payments and

homeowners to sell equity

2018 $36

Purchases houses on behalf of homebuyers and offers financing to

buy back the property, allowing purchases with no down payment

2015$49 Equity / $104 Debt

Equips homebuyers with pre-approved cash offers as well as

assistance with home inspection and valuation

2016$23 Equity / $303 Debt

Provides home sale-leaseback financing services

2017 $115Purchases home equity and

provides cash upfront, using funds from accredited investors

THEME 1: ALTERNATIVE FINANCING PRODUCTS GOING STRONG

Financing Trends Theme 1 Theme 2 Theme 3

Alternative Financing Funding History ($MM) Select Alternative Financing Landscape


$336

$180

$115

$1,503

$14

$451

$1,683

2017 2018 2019

($MM)

4040

For Buyers• Pre-approves and upgrades customers’ offers to cash within 24 hours

• Makes customers more competitive in the market, makes their purchase

more affordable and provides them with certainty of moving into their

new home on time by removing every contingency except inspection

− On October 29, Ribbon announced that it had raised $30MM in equity led by Greylock as well as secured $300MM in a debt facility from Goldman Sachs

− The $300MM debt facility includes an option to be increased by an additional $220MM

− This brings the company’s total funding to ~$559MM(1) to date (including debt)

− Ribbon plans to use its new funding to facilitate the company’s expansion into new markets and accelerate product development efforts

Series B

Transaction Overview Ribbon Overview

$330MM Raised


Founded: 2017

Description: A financial technology company that works with lenders and localrealtors to help homeowners buy a new home before they selltheir existing home by upgrading customers’ offers to cash andremoving financing contingencies

Current Investors:

Ribbon Fundraising Timeline

THEME 1: ALTERNATIVE FINANCING PRODUCTS GOING STRONG

Product Overview


Since leading the seed round,

the Ribbon team hasn't slowed

down when it comes to

innovating, and Greylock is

thrilled to continue our support

as the company builds new,

transformative technology for the

real estate industry and expands

into more markets.

Josh McFarland,

Partner, Greylock

Ribbon is proving that superior

technology and data plus capital

is what it will take to truly

transform the real estate

industry. As Ribbon continues to

expand across the U.S., buyers

and sellers are the real winners.

Pete Flint, Managing

Partner, NFX

“

“

“

“

For Agents• Step in to reserve customers’ homes if realtors need time to get their

mortgage documentation and approvals in place

• Both buying and listing agents earn full commission and get access to

tools like free valuations and a personal account manager

For Lenders• Enables lenders to fund more offers

• Increases pull-through rate

• Tracks all buyers in one place

Buyer finds a home

Ribbon upgrades offer

to cash

Close in as little as 14 days

Buyers sort out financing over

180 days

($MM) Seed Series A Series B

Date 10/18/17 10/25/18 10/29/19

Equity Raised $4.0 $20.0 $30.0

Debt Raised $0.0 $205.0 $300.0

Total Raised to Date $4.0 $229.0 $559.0

(2)

Case Study: Ribbon Raises $330MM in Series B Round (Equity + Debt)

Source: Pitchbook, Company website, press releases.(1) Including $505MM of known debt.(2) Equity / debt split estimate per Pitchbook.


4141

− On November 13, Qualia announced that it had raised a total of $55MM in its Series C round led by Tiger Global, with participation from existing investors Bienville Capital, 8VC and Menlo Ventures

− This brings the Company’s total funding to ~$95MM to date

− Qualia plans to use the new funding to expand its product, engineering and go-to-market teams, with a focus on accelerating growth and building strategic partnerships

Transaction Overview Qualia Overview


Founded: 2015

Description: Developer of a digital real estate closing platform for homebuyersand sellers, title and escrow agents, underwriters and lenders,that provides connectivity between stakeholders to streamlinethe home closing experience. The Company also offers variousbusiness tools for title and escrow agency operations

Current Investors:

Qualia Fundraising Timeline

THEME 2: CLOSING / TITLE SOFTWARE RAISING SIGNIFICANT CAPITAL IN 2019

Product Overview

Series C

$55MM Raised

The workflow for most residential real estate transactions

remains antiquated and opaque. Qualia has created a modern

system of record, communication, and action for title insurance

agents and mortgage originators and we believe their software

platform materially improves productivity and reduces costs.”

“


Scott Shleifer, Partner, Tiger Global

Product Summary Market-Leading Position

15%of U.S. real estate transactions are

powered by Qualia’s platform

(1)

6,000+templated

documents pre-loaded for

closings

200,000+title and escrow agents, lenders and realtors use

Qualia

2-4xmore transactions closed by title and

escrow agents a month using

Qualia

Qualia Title & Escrow Platform• Workflow, accounting and

reporting platform for title and escrow agents

Marketplace Closing Services• Vendor marketplace for mortgage

release tracking, title search, notary, survey and other services

Connect Secure Closing Portal• Consumer interface that

consolidates all closing functions, vendors and workstreams

Assure E-Remittance & Audit• Title agency management suite

with revenue, auditing and reporting capabilities

($MM) Series A Series B Series C

Date 10/13/15 10/1/18 11/13/19

Equity Raised $7.2 $33.0 $55.0

Total Raised to Date $7.2 $40.2 $95.2

Case Study: Qualia Raises $55MM in Series C Round

Source: Pitchbook, Company website, press releases.(1) Figures as of 1/24/20 .


4242

Notarize Highlights

− On September 4, 2019, Notarize announced that it had raised $17MM in its series B-II round of funding from a group of investors including Polaris Partners, Lennar, Hyperplane Venture Capital, Realogy Holdings and Second Century Ventures. This follows the company’s $20MM Series B-I raise announced on April 20, 2018

− This brings the company’s total funding to $48 million

− Notarize plans to use the proceeds to integrate with additional lending partners and continue to develop their products

Series B-II

Transaction Overview Notarize Overview

$17MM Invested

Headquarters: Boston, MA

Founded: 2015

CEO: Patrick Kinsel

Description: Provider of a document management platform oriented towardsthe real estate industry, allowing consumers and enterprises suchas lenders, insurers, and title agents to sign and notarizedocuments online

Current Investors:

Notarize Fundraising Timeline



Notarize’s online closing process aligns with Lennar’s vision of

creating a seamless digital transaction. We are excited to provide a

new resource that will improve the home buying experience and

enable our customers to move into their dream homes faster.”

“

Bruce Gross, CEO, Lennar Financial

Services

Notarize Products

Available 24/7Legally Sign &

Notarize Documents 100% Online

Subscription and Per-Notarization

pricing plans

eSign• Electronically sign any document

• Free service

Online Notarization• Connect with a commissioned notary public 24x7 to sign and notarize

documents from any device

Real Estate Closings• Signers can electronically review, sign and notarize real estate documents

• Connects the entire mortgage industry on one platform

($MM) Seed Series A Series B-I Series B-II

Date 5/15/15 7/5/16 4/20/19 9/4/19

Amount Raised $2.5 $8.5 $20.0 $17.0

Raised to Date $2.5 $11.0 $31.0 $48.0

Case Study: Notarize Raises $17MM in Series B-II Round



43

($MM) Series A Series B Series B1 Series C Series D Series D1 Series E

Date 6/22/12 10/2/14 7/14/15 12/18/15 8/24/17 3/27/18 6/24/19

Amount Raised $6.1 $11.0 $10.0 $38.0 $100.0 $15.0 $130.0

Raised to Date $6.1 $17.1 $27.1 $65.1 $165.1 $180.1 $310.1

Post-Money

Valuation$20.1 $61.0 $100.0 $270.0 $500.0 $600.0 NA


Founded: 2012

Description: Developer of a digital lending platform intended to simplify andfasten consumer finance processes. The company's machine-learning based platform uses verified source data to build aconsumer's complete financial profile, automates third-partyverification to reduce frauds, identifies delay-causing issues andmanages the tasks needed to close a loan.

Current Investors:


Blend Highlights

Transaction Overview Blend Overview

Blend Fundraising Timeline

Mortgage

Home Equity

Deposit Accounts

Digital Lending Platform

Product SummaryCustomers

Capabilities:

₋ Application Portal/Processing

₋ CRM

₋ Data Management

Third-Party Integrations:

₋ LOS

₋ Lead Generation

₋ Credit

₋ Price Engine

₋ Processing & Underwriting

Series E

$130MM Invested

− On June 24, Blend announced that it had raised $130 million in its series E round of funding led by General Atlantic and Temasek that also included 8VC, Founders Fund, Greylock Partners and Lightspeed Venture Partners

− The investment puts Blend’s total equity raised at $310MM

− Blend plans to use the money to grow its team, seek new partnerships, develop new technology and expand its offering into a broader suite of consumer lending products

Powers $1B+ in loans per day with 150+ lending institutions


(1)

Case Study: Blend Raises $130MM in Series E Round

In our conversations with investors over the past few months, it was

clear that there is an appetite to understand and drive the future of

technology in financial services—and Blend is at the forefront.

Financial institutions, and lenders specifically, are under increasing

pressure from consumers to deliver a top-notch digital, intuitive, and

satisfying experience. Blend’s lending platform can deliver all three.”

“

Marc Greenberg, Head of Finance, BlendSource: Pitchbook, Company website.(1) Pitchbook estimate.


4444

We are incredibly excited about Total Expert’s approach to

building trust and maximizing the long-term value of relationships

between consumers and lenders. The future of consumer finance is

engaging across all product and customer needs during their

financial life, and Total Expert is the category leader powering this

humanized automation and compliance at scale.

− On October 24, Total Expert announced that it had raised a total of $52MM in its Series C round

− This brings the company’s total funding to $86MM to date

− Total Expert plans to use the proceeds to expand on its current team of 218 employees, hiring additional data scientists, designers and industry experts, in addition to accelerating the development of its APIs, machine learning and AI capabilities

Series C

Transaction Overview Total Expert Overview

$52MM Raised

Headquarters: St. Louis Park, MN

Founded: 2012

CEO & Founder: Joe Welu

Description: Developer of an enterprise-grade marketing operating systemdesigned for regulated financial services organizations. Theplatform enables customer facing teams, marketing andcompliance to work together to deliver marketing campaigns

Current Investors:

Total Expert Fundraising Timeline

”

“


THEME 3: CUSTOMER CAPTURE PLATFORMS

Simon Chong, Managing Partner &

Cofounder, Georgian Partners

($MM) Seed Angel Series A Series A-ISeries A-II Series B Series C

Date 12/12/14 NA 4/12/16 2/15/17 10/31/17 10/11/18 10/24/19

Amount Raised $0.5 $0.9 $3.0 $3.0 $6.0 $20.8 $52.0

Raised to Date $0.5 $1.4 $4.4 $7.4 $13.4 $34.2 $86.2

Product Summary

Marketing• Conduct unified, automated

marketing campaigns across

channels including email, social

media, SMS and more

• Intelligent automation using CRM

data optimizes targeting strategies

Sales• Leverage historical client valuations

and business data to extract

insights and maximize lead

conversion

• Seamlessly manage client relations

across the organization through a

CRM purpose-built platform for the

financial industry

Open Architecture• API allows for integration into

existing tech stack and seamless

extension

Compliance• Audit-ready

record

keeping

Select Customers

Case Study: Total Expert Raises $52MM in Series C Round



4545

0.0mm

2.0mm

4.0mm

6.0mm

8.0mm

10.0mm

12.0mm

$0.00

$20.00

$40.00

$60.00

$80.00

$100.00

$120.00

$140.00

Feb-18 Apr-18 Jun-18 Aug-18 Oct-18 Dec-18 Feb-19

Ellie Mae Stock Price Performance

− On February 12, Ellie Mae, Inc. (NYSE:ELLI) announced a definitive agreement to be acquired by Thoma Bravo, LLC for $99.00 per share in cash at an implied equity value of $3.7Bn and an implied enterprise value of $3.4Bn

− The agreement included a 35-day “go-shop” period in which Ellie Mae may have solicited alternative bids

− The transaction closed on April 18

Acquired

Closed

Transaction Overview Ellie Mae Financial Detail(1)

$99.00 / Share

$3.4Bn

($MM, except per share data)

(2)

(3)

SECTOR M&A ACTIVITY

(4)

Stock Data Transaction Valuation Multiples

Metric Multiple

EV / Revenue

52-Week High $116.90 CY18A $480 7.1x

52-Week Low $58.49 CY19E $535 6.3x

CY20E $620 5.5xTransaction Premium

Premium to 1 Day Prior 21% EV / Adj. EBITDA

Premium to Unaffected Price 31% CY18A $123 27.7x

Premium to 30-Day VWAP 47% CY19E $155 21.9x

Premium to 1-Year VWAP 21% CY20E $201 16.9x

At $99.00 per Share:

FDSO 37.3 Net Debt ($303)

Equity Value $3,693 Enterprise Value $3,390

Source: Capital IQ as of 1/25/20, Company filings, Company websites, press releases, JMP Equity Research.(1) Projected financials per Company management.(2) Premium to the price as of 1/31/19, one day prior to the publication of a Dealreporter article

reporting Ellie Mae’s exploration of strategic alternatives.(3) As of 2/1/19 per Ellie Mae press release.(4) EBITDA multiples based on adjusted EBITDA.

Case Study: Thoma Bravo Acquires Ellie Mae

$360

$417

$480

$535

$620

$113 $124$123

$155$201


Revenue Adj. EBITDA

CAGR: 12%

CAGR:

11%


4646

− On October 28, Ellie Mae announced that it had signed a definitive agreement to acquire Capsilon, the leading provider of AI-powered mortgage automation software for mortgage lenders, investors and servicers, from Francisco Partners

− Deal terms were not disclosed

− With the acquisition of Capsilon, Ellie Mae is accelerating the vision of offering an end-to-end SaaS solution for companies in the mortgage industry

Transaction Overview Ellie Mae Recent Acquisition & Ownership Timeline

SECTOR M&A ACTIVITY

Capsilon Highlights

Announced the acquisition of

Nov 2015

Mortgage Returns provided an automated marketing solution to help mortgage originators maximize profitability from clients, prospects and referral partners

Oct 2014

Ellie Mae acquired AllRegs to expand its customer base and add a broad array of content and services that complement their portfolio of product offerings

Oct 2017

Ellie Mae acquired Velocify to combine Velocify’s lead management, engagement and distribution capabilities with Ellie Mae’s Encompass CRM and Consumer Connect

Jan 2014

MortgageCEO provided customer relationship management, and marketing automation solutions for the mortgage industry. The acquisition was consistent with Ellie Mae’s mission to automate every aspect of the mortgage process

Aug 2011

Ellie Mae acquired Del Mar Datatrac in order to boost the company’s loan volume in 2011 to 1.5 million from 1 million with an expanded customer base

Jan 2011

Mortgage Pricing Systems developed loan pricing technology for small, medium and large mortgage banks and lenders

Dec 2009

Ellie Mae acquired Mavent to help the software developer address predatory lending protection and changes to the myriad mortgage regulations on both the state and federal level

Oct 2008

Online Documents provided compliant electronic mortgage documents and related services to the mortgage industry

15% of all U.S. mortgages are processed through

Capsilon technology

$400 billion in new loans touched Capsilon

technology in 2018

160+ customers – 3 of top 10 mortgage lenders

15+ years working with top mortgage companies

450 employees with 200+ engineers in 5 global offices

A portfolio company of

A portfolio company of

Feb 2019

Ellie Mae was acquired by Thoma Bravo for $3.7Bn in cash at $99.00 per share, a 31% premium to its unaffected price(1)

Source: Pitchbook, Company website, press releases.(1) Premium to the price as of 1/31/19, one day prior to the publication of a Dealreporter article reporting Ellie Mae’s exploration of strategic alternatives.

Case Study: Ellie Mae Acquires Capsilon


4747

SECTOR M&A ACTIVITY

Ellie Mae is the leading cloud-

based platform provider for the

mortgage finance industry. Ellie

Mae’s technology solutions

enable lenders to originate more

loans, lower origination costs, and

reduce the time to close with the

highest levels of compliance,

quality and efficiency

Strategic Rationale


Capsilon is a provider of cloud-

based document management

technologies for the mortgage

industry. The company’s offerings

support the full lifecycle of a

mortgage by helping lenders and

other mortgage companies with

document recognition, data

extraction, collaborations, loan

delivery and retention

Capsilon’s best-of-breed platform, Capsilon IQ, is used by

companies across the mortgage industry to automate

manual work and power their businesses with trusted data

Capsilon’s integration with the Encompass Digital Lending

Platform will help lenders leverage automation from

consumer engagement through investor delivery and

servicing

Ellie Mae can leverage Capsilon’s AI expertise for future

offerings to further automate document review, data

extraction and analysis, creating yet new efficiencies for

the mortgage industry

With the delivery of our next generation lending platform, we are

accelerating our mission to automate everything automatable for

the residential mortgage market. This includes making strategic

acquisitions of best-in-class solutions to bring more value to the

platform and the ecosystem faster. This is a significant day for the

mortgage industry, as with the acquisition of Capsilon we are

bringing together two market-leading companies and adding to our

platform the pioneer of AI-powered intelligent automation

leveraged by some of the largest lenders and servicers in the

industry.

Jonathan Corr, President and

CEO, Ellie Mae

“

“Select Capsilon Clients

Feb 2013

Provides mortgage loan document management software as a service (SaaS) that enables financial institutions to automatically sort, process and share documents

Capsilon Acquisition & Ownership Timeline

Customer

Consolidation &

Upsell

Opportunity

Tech Integration

AI Platform for

Future

Innovations

June 2016

Capsilon received a growth investment from Francisco Partners to support product innovation and keep pace with growing demand from mortgage lenders, investors, and servicers


Case Study: Ellie Mae Acquires Capsilon


4848


II. PUBLIC MARKETS







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20

RealPage 3-Year Stock Price Performance & Select Acquisition History

Transaction Overview RealPage Financial Detail(1)

CASE STUDY: REALPAGE ACQUIRES BUILDIUM

− On November 6, RealPage announced its acquisition of Buildium LLC, a leading SaaS real estate property management solution provider

− The all-cash deal for Buildium was valued at $580 million, ~11.6x EV / LTM Revenue

− The acquisition will allow RealPage to combine its best-in-class capabilities with Buildium to target smaller multifamily, single-family, associations (HOA and Condo) and commercial real estate market segments

To be acquired by

October 12, 2018April 20, 2018

October 23, 2017

August 2, 2017

June 19, 2017

November 6, 2019

$568

$671

$870

$984

$1,085

$127 $163

$231 $281

$313



CAGR: 25%

CAGR: 18%

July 29, 2019

June 12, 2019

August 2, 2018

February 27, 2017

January 24, 2017

Source: Source: Capital IQ as of 1/25/20, 451 Research, Company websites, press releases.(1) Projected figures per Wall Street research consensus.


5050

Founded in 1998, RealPage

provides a technology platform

that enables real estate owners

and managers to change how

people experience and use

rental space. Clients use the

platform to gain visibility and

transparency in asset

performance, leverage data

insights and monetize space to

generate incremental yields.


CASE STUDY: REALPAGE ACQUIRES BUILDIUM

Buildium is the only property

management solution that also

helps real estate portfolio

managers find new business from

property owners and community

associations seeking services.

Founded in 2004, Buildium

services over 17,000 customers in

more than 50 countries, totaling

approximately 2 million

residential units under

management

The combination of the two companies’ offerings will allow RealPage to

reach deeper into the Small and Midsize Business market

RealPage expects to increase its investment in its Propertyware solution,

which is designed for larger single-family managers with more complex

property management and accounting requirements

RealPage intends to vastly expand Buildium’s platform, incorporating “click-

on” capabilities that: (i) improve the renter leasing and living experience, (ii)

improve the recovery of utility fees, (iii) enhance payment processing

capabilities and (iv) expand insurance offerings

The SMB market segment

represents a tremendous

growth opportunity for

RealPage. Buildium in concert

with RealPage enables us to

reach deeper into that market,

with a best-in-class platform

backed by data science.

Steve Winn,

Chairman and

CEO, RealPage

This is a fantastic time for us

to join forces with RealPage.

Our shared vision around

innovation, simplicity and a

commitment to stressing

service to our clients will

enable them to thrive and grow

as well as deliver unmatched

value for their investors,

owners and residents alike.

Chris Litster, CEO,

Buildium

“

“

“

“

Strategic Rationale Buildium Integrations



5151

[Vacasa] has the potential to

become a global brand that

stands for superior financial

returns for homeowners and

exceptional experiences for

guests.

− On October 29, Vacasa announced that it had raised a total of $319MM in its Series C round led by Silver Lake with participation from Riverwood Capital, Level Equity and NewSpring

− This brings the company’s total funding to ~$530MM to date and brings its valuation to over $1Bn

− Vacasa plans to further enhance its industry-leading technology platform, accelerate expansion into new markets and grow new offerings

Series C

Transaction Overview Vacasa Overview

$319MM Raised

Headquarters: Portland, OR

Founded: 2009

CEO & Founder: Eric Breon

Description: Publishes clients’ property listings on top hotel & rental platformsand hires local housekeepers and property managers. The end-to-end vacation rental service aims to provide optimal financialreturns for owners and streamline the booking process for guests

Current Investors:

Vacasa Fundraising Timeline

”

“


CASE STUDY: VACASA RAISES $319MM IN SERIES C ROUND

Joerg Adams,

Managing Director,

Silver Lake

Vacasa Highlights

Vacasa’s revenue has grown

almost seven-fold since our

Series A investment nearly

four years ago, and we

expect growth to accelerate

in 2020.”

“

Ben Levin, Founder,

Level Equity

17+Countries

3,300+Employees

23,000+Vacasa

Homes

2MM+Guests per

Year

Booking Partners

($MM) Series A Series B-I Series B-II Series C

Date 11/14/16 10/17/17 10/18/18 10/29/19

Amount Raised $45.0 $103.5 $64.0 $319.0

Raised to Date $45.0 $148.5 $212.5 $531.5



5252

Product Summary

CASE STUDY: VACASA RAISES $319MM IN SERIES C ROUND

Rental Income Estimator Rental Listings Marketing Support Property Management

• Provides rental income estimator

tools, leveraging its industry-leading

database of rental histories of its

23,000 homes under management to

automate pricing

• Informed by factors such as weather,

local events and historic trends, rates

update multiple times per day

• Builds customers’ listings with a 3D

virtual tour and high-quality HD

photography

• Listings will be prominently featured

on Airbnb, Vrbo, HomeAway,

Booking.com, etc.

• Provides marketing support through

interior design consultations and

professional photography shoots

• Digital marketing specialists ensure

Vacasa homes are highly visible with

targeted multi-channel campaigns

across search engines, display

advertising, social media and email

• Vacasa homes are cared for by local

staff, including housekeepers and a

local property manager

• Provides 24/7 support from Vacasa’s

reservations and customer service

teams

• Implements guest screening and

liability protection

Real Estate

Agent Network

Industry

Insights

Buy a Vacation

Home

Sell a Vacation

Home

Ancillary

Functions:

Number of Properties Recent Acquisition & Ownership Timeline

Jul 2019

$162 million deal expands Vacasa’s portfolio to more than 23,000 vacation homes around the globe

Jun 2019

Take over the management of its 85 properties in Seattle, Stevens Pass, and Leavenworth, Washington

Apr 2019

Added 450 units in destinations along the Florida Gulf Coast

Mar 2019

Added 12 properties in New Orleans and partners with all the major booking channels (Airbnb, Booking.com, etc.)

0

5,000

10,000

15,000

20,000

25,000

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4

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Jul-

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Nov

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Ma

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8

Jul-

18

Oct

-18

De

c-1

8

Ap

r-1

9

Jul-

19

Oct

-19

Portfolio increase from the Wyndham Vacation Rentals acquisition



5353

Better.com Highlights

− On August 19, Better announced that it had raised a total of $160MM in its Series C round. The company had initially announced a $70MM Series C in January but expanded the round in Q1, Q2 and Q3 in response to investor demand

− This brings the company’s total funding to $254MM to date and brings its valuation to over $600 million

− Better plans to use the proceeds to further scale the mortgage lender’s operations and grow its product offerings

Series C

Transaction Overview Better.com Overview

$160MM Invested


Founded: 2014

CEO: Vishal Garg

Description: Provider of an online real estate mortgage lending platformdesigned to re-engineer the way people finance their homes. Thecompany's platform provides direct lender services through adigital mortgage

Current Investors:


Better.com Fundraising Timeline


Closes Mortgages

than industry average

50% Faster

$4BnWorth of

Mortgages Originated Since

Inception(As of 8/19/19)

CASE STUDY: BETTER.COM RAISES $160MM IN SERIES C ROUND

(2)

Instant Loan Estimate

Rate Quotes

Available 24/7

Bank Account Integration

No Commission

No Origination Fees

Process Tracking

On-Demand Rate Lock

(1)

(1)

($MM) A-I A-II B C-I C-II C-III C-IV

Date 3/1/15 5/24/16 12/28/16 1/31/19 2/21/19 4/18/19 8/19/19

Amount Raised $10.0 $30.0 $15.0 $70.0 $5.0 $20.0 $65.0

Raised to Date $10.0 $40.0 $55.0 $125.0 $130.0 $150.0 $254.0

Post-Money

ValuationNA NA $220.0 NA NA NA $600.0+

Run Rate Revenue

(As of 8/19/19)

$120MM

$375MMWorth of

Mortgages Originated Monthly

(As of 8/19/19)

Source: Pitchbook, Wall Street Journal, Company website, press releases.(1) Includes undisclosed funding rounds.(2) Figures as of 8/19/19.

Vishal [CEO, Better] is a visionary entrepreneur who was

willing to put in the work to completely rebuild a broken system.

Not only is the company making money, but it’s really helping its

customers and will only continue to do so on a larger scale.”

“

Steve Sarracino, Better Board Member

and Founder, Activant Capital


5454

CASE STUDY: PROCORE ACQUIRES HONEST BUILDINGS


Founded: 2012

Description: Developer of construction project management software,enabling both transparency and access to information for owners,general contractors and subcontractors. The company's platformenables users to streamline vital components of the constructionprocess, such as bidding and cost tracking

Current Investors:

Honest Buildings Highlights

Transaction Overview Honest Buildings Overview

Honest Buildings Fundraising Timeline

Project Costs Savings (1)

− On July 16, Procore Technologies, Inc. announced that it had acquired Honest Buildings, Inc.; terms were not disclosed

− The acquisition follows Procore’s 2018 acquisition of BIManywhere, a visual building information modeling collaboration platform for construction and facilities management

− The transaction supports Procore’s aim to accelerate growth globally in construction technology by leveraging Honest Buildings’ experience of facilitating over $20 billion of projects worldwide


Cost Type % Saved per SF

Hard Costs 4%

Soft Costs 1%

Change Order Costs 38%

Administrative Costs 80%

(2)

Honest Buildings’ customers save an average of 6.3% on

project costs

Admin. costs

Hard costs

Change of order costs

Product SummaryCustomers

(1)

The joining of Procore and Honest Buildings creates the gold

standard technology platform to manage construction projects of all

sizes for owners, general contractors, and subcontractors, allowing

them to collaborate and execute in ways never before possible.

Michael Turner, President, Oxford

Properties Group

“

“

($MM) Seed Series A-I Series A-II Series B-I Series B-II

Date 9/11/12 12/9/13 6/4/15 10/11/17 5/31/18

Amount Raised $2.0 $9.5 $5.0 $13.0 $18.0

Raised to Date $2.0 $11.5 $16.5 $29.5 $47.5

Post-Money

ValuationN/A N/A N/A $55.8 $120.0

Announced the acquisition of

Source: Pitchbook, Company website, press releases.(1) Figures as of 4/17/19.(2) Pitchbook Estimate.


5555

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$4.00

$6.00

$8.00

$10.00

$12.00

$14.00

$16.00

$18.00

$20.00

Jan-19 Mar-19 May-19 Jul-19 Sep-19 Nov-19 Jan-20

Realogy 1-Year Stock Price Performance

Partnership Overview Realogy Financial Detail(2)

CASE STUDY: AMAZON + REALOGY PARTNERSHIP (TURNKEY)

− On July 23, Realogy and Amazon announced the launch of TurnKey, a homebuying program partnership that simplifies the process of finding and settling into a new home, in 15 cities across the US

− The partnership will combine Realogy’s real estate brokerage business with Amazon’s home devices and services businesses

− For Realogy, TurnKey is a step to innovate on the Company’s traditional brokerage model to compete with tech-enabled companies like Redfin and Compass(1)

In Partnership With

Launched

Jul 23, 2019(partnership announcement)

Source: Capital IQ as of 1/30/20, Company websites, press releases.(1) New York Times, 7/23/19; Wall Street Journal, 7/23/19.(2) Projected figures per Wall Street Research.

($MM)

CY17A CY18A CY19E CY20E

Revenues $5,810 $6,114 $6,079 $5,874 $5,653

% Growth 1.8% 5.2% (0.6%) (3.4%) (3.8%)

Adj. EBITDA $770 $732 $658 $590 $559

% Margin 13% 12% 11% 10% 10%

Adj. EPS $1.71 $1.67 $1.66 $0.92 $0.86

Stock Data 1/30/20 Valuation Multiples

Closing Price $10.47 EV / CY19E Revenue 0.9x

52 Week High $18.53 EV / CY20E Revenue 0.9x

52 Week Low $4.33

EV / CY19E Adj. EBITDA 9.1x

FD Shares Outstanding 113.5 EV / CY20E Adj. EBITDA 9.6x

Equity Value $1,188

Plus: Debt & Minority Interest $4,449 Price / CY19E EPS 11.4x

Less: Cash and Equivalents $270 Price / CY20E EPS 12.2x

Enterprise Value $5,367

$5,810 $6,114 $6,079

$5,874 $5,653

$770 $732 $658 $590 $559



CAGR: (7%)

CAGR:

(1%)


5656

Franchising

Settlement

Current Realogy Market Foothold

TurnKey Details

TurnKey Geographic Scope

CASE STUDY: AMAZON + REALOGY PARTNERSHIP (TURNKEY)

Offers move in benefits like:

• Amazon Smart Home

products & services

• Amazon Move

Connects homebuyers with

agents through subsidiaries:

Online platform to connect home buyers with Realogy’s real estate

agents and Amazon’s move-in products and services at steep discounts

Relocation Brokerage

Mortgage

(Joint Venture Partner)

TurnKey matches

buyer with Realogy

agent

Realogy agent

works with buyer

to purchase home

Amazon provides

buyers credits to

set up & furnish

new home

San Francisco

Phoenix

Los Angeles

DenverSacramento

Tampa

Orlando

Atlanta

Minneapolis / St. Paul

Charlotte

Dallas / Fort Worth

Houston

Seattle

Washington, D.C.

Chicago

1

2

3

Home Purchase Price

Amazon Credit Package Value

$150K - $399K $1,000

$400K - $699K $2,500

$700K+ $5,000



5757

VTS Highlights

− On May 7, VTS announced that it had received $90MM in its series D round of funding led by customer and new investor Brookfield Ventures, the technology investment arm of Brookfield Asset Management (NYSE:BAM)

− The investment puts VTS’s total equity raised at $197MM with a post-money valuation at ~$1.0Bn

− VTS plans to use the proceeds to enhance its commercial property management platform and launch Truva, its CRE marketplace

Series D

Transaction Overview VTS Overview

$90MM Invested


Founded: 2012

Description: Provider of a commercial property leasing and asset managementplatform. The Company’s platform allows landlords to maximizeportfolio performance by streamlining their leasing and assetmanagement process and unlocking real-time insights

History: Merged with competitor Hightower Inc. in 2016

Current Investors:


VTS 3 VTS Marketview

Business Intelligence

Inventory Management

Tenant Management

Deal Management

Real-Time Property Market Metrics

Portfolio Risk Management

Business Intelligence

VTS Fundraising Timeline

Select Deal CommentarySquare Feet Managed

$10Bn+

47,000Buildings managed

International Markets

35

35,000Users

CASE STUDY: VTS RAISES $90MM IN SERIES D ROUND

(1)($MM) Seed Series A Series A1 Series B Series C Merger(2) Series D

Date 6/27/12 12/2/13 1/14/15 7/15/15 5/4/16 11/29/16 5/7/19

Amount Raised $1.4 $7.0 $3.3 $21.0 $55.0 $19.2 $90.0

Raised to Date $1.4 $8.4 $11.7 $32.7 $87.7 $106.9 $196.9

Post-Money

Valuation$10.6 $23.5 $33.3 $90.3 $186.0 $300.0 $1,000.0

Generally a strong sign in any industry when a company’s largest

customers are their leading investors. In my opinion, the long-term

outlook for VTS is extremely bright as it has found a way to equally

align with brokers and owners with value creation tools that

optimize otherwise archaic processes.”

“

Jesse Weber, Managing Director,

Newmark Knight FrankSource: Crunchbase, Pitchbook, Wall Street Journal, Company website, press releases.(1) Figures as of 5/7/19.(2) Represents merger with Hightower; Amount Raised represents Hightower’s funding to date; Post-Money Valuation represents valuation of combined company.


5858

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Apr-18 Jun-18 Aug-18 Oct-18 Dec-18 Feb-19 Apr-19

HFF Stock Price Performance

− On March 19, JLL announced a definitive agreement to acquire HFF for $24.63 in cash and 0.1505 JLL shares per share for a total consideration of $49.16 per HFF share based on JLL share pricing as of March 18

− JLL estimates run-rate EBITDA synergies of $60MM as a result of the acquisition

− The transaction supports JLL’s 2025 growth target of doubling capital markets revenue from 2017 levels

− The transaction is expected to close in the third quarter of 2019

Acquired

Announced

Transaction Overview HFF Financial Detail

$49.16 / Share

$2.1Bn


CASE STUDY: JLL, INC. (NYSE:JLL) ACQUIRES HFF, INC. (NYSE:HF)

$517

$609

$662 $662 $675

$134$163 $169 $170 $176


Revenue EBITDA

CAGR: 6%

CAGR: 5%

Stock Data Transaction Valuation Multiples

Metric Multiple

Closing Price (4/22/2019) $47.72 EV / Revenue

52-Week High $49.25 CY18A $662 3.1x

52-Week Low $31.38 CY19E $662 3.1x

CY20E $675 3.1xTransaction Premium

Premium to 1 Day Prior 6% EV / Adj. EBITDA

Premium to 30-Day VWAP 9% CY18A $169 12.3x

Premium to 1-Year VWAP 24% CY19E $170 12.3x

CY20E $176 11.9x

At $49.16 per Share:

FDSO 41.4 Net Debt $47

Equity Value $2,036 Enterprise Value $2,083

Source: Capital IQ as of 1/25/20, Company websites, press releases, William Blair Equity Research.


5959

HFF Highlights

Transaction Highlights

CASE STUDY: JLL, INC. (NYSE:JLL) ACQUIRES HFF, INC. (NYSE:HF)

Full-Service Capital Markets Capabilities Two Large Customer Segments

Capital Providers Capital Consumers

− Banks

− Debt Funds

− REITs

− Life Insurance Cos.

− Family Offices

− Private Equity

− Developers

− Private Owners

− Private Equity Funds

− Institutional Investors

− REITs

$100BnTransaction

Volume in 2018

2,587Transactions

in 2018

1,074Associates Worldwide

$81BnLoan Servicing

Portfolio

Pro-Forma 2018 Financial

Profile vs. JLL Standalone

Consolidated Fee Revenue

Capital Markets Fee Revenue

Consolidated Adj. EBITDA

Adj. EBITDA % Margin

Cash Flow from Operations

11%

68%

21%

9%

34%

The combination with HFF provides a unique

opportunity to accelerate growth and establish JLL

as a leading capital markets intermediary, with

outstanding capabilities.

Christian Ulbrich, CEO, JLL

HFF's deep distribution network combined with

JLL's originations platform will accelerate our

origination and debt replacement volumes.

Stephanie Plaines, CFO, JLL

“

“

“ “

It will allow us to accelerate the growth of our

Capital Markets presence in the U.S. and globally,

as well as great enhanced capabilities for our

clients and build an even stronger talent platform.

Christian Ulbrich, CEO, JLL

This is a terrific transaction for our shareholders,

providing them with an immediate cash payment

and the opportunity to participate in the long-

term value of the combined company.

Mark Gibson, CEO, HFF

“

“

“

“

Source: Company investor presentations, Company websites, press releases, filings.


6060


II. PUBLIC MARKETS







6161

APPENDIX

($MM)

Select M&A Activity

20

19

Date Enterprise EV / Revenue EV / EBITDA

Announced Acquirer Target Value LTM NTM LTM NTM Target Description

(1) (1)

Source: Capital IQ as of 1/25/20, Pitchbook, Company filings.(1) LTM multiples reflect 2019E figures.

12/18/2019 NA NA NA NA NA Provider of data science, machine learning and human interaction to help real estate professionals better

leverage the value of their personal network

12/18/2019 NA NA NA NA NA Provider of technology for home subscription sign-ups, and associated concierge offerings

12/11/2019 NA NA NA NA NA Provider of an Investor Relationship Management (IRM) platform

12/6/2019 NA NA NA NA NA Provider of augmented reality technology for home improvement technicians

11/19/2019 NA NA NA NA NA Provider of a system designed to integrate artificial intelligence and machine learning solutions into an

organization's overall business strategy

11/12/2019 NA NA NA NA NA Provider of real estate marketing automation services

11/7/2019Global R elocat ion B usiness

$400 NA NA NA NA Provider of Relocation assets of Realogy's Cartus subsidiary

11/6/2019 580 11.6x NA NA NA Provider of property management SaaS solutions

11/6/2019 NA NA NA NA NA Provider of an automated RFP solution for commercial real estate property managers

10/28/2019 NA NA NA NA NA Provider of cloud-based document management technologies for the mortgage industry

10/16/2019 NA NA NA NA NA Provider of a lease automation and software platform for retail landlords

10/1/2019 450 7.0x NA 28.1x NA Provider of data benchmarking, analytics and marketplace insights to global hospitality sectors

10/1/2019 NA NA NA NA NA Provider of a search platform for real estate properties designed to collaborate and make the process of finding

and purchasing a home more efficient and personalized

9/25/2019 NA NA NA NA NA Provider of property tax management services to lenders, real estate investment trusts, and property

management companies

9/20/2019 152 NA NA NA NA Provider of storage facility services

9/12/2019 NA NA NA NA NA Developer of a software platform for real estate brokers

9/10/2019 NA NA NA NA NA Provider of an end to end marketplace designed to make renting apartments easy

9/6/2019 NA NA NA NA NA Provider of a showing scheduling platform for the residential real esttate industry

9/5/2019 NA NA NA NA NA Provider of national residential and commercial title and escrow services

8/27/2019 NA NA NA NA NA Platform offering empty restaurant spaces as co-working spaces during the closed hours


6262

APPENDIX

($MM)

Select M&A Activity (cont’d)



20

19

Source: Capital IQ as of 1/25/20, Pitchbook, Company filings.

8/22/2019 NA NA NA NA NA Largest vacation rental marketplace in the Canadian market

8/21/2019 NA NA NA NA NA Provider of an end-to-end SaaS platform for the residential real estate industry, offering various agent

productivity tools

8/19/2019 NA NA NA NA NA Predictive analytics and data-driven marketing automation platform for the residential real estate industry

8/8/2019 NA NA NA NA NA Provider of business intelligence software for the construction industry

8/6/2019 NA NA NA NA NA Online marketplace for furnished apartments aimed at the vacation, business and student markets

8/31/2019 NA NA NA NA NA Provider of AI-powered data extraction solutions for real estate and corporate documents

7/30/2019 NA NA NA NA NA Workplace real estate management and operations platform, offering space planning and portfolio

optimization

7/24/2019 NA NA NA NA NA Real estate investment analytics platform offering valuation tools

7/16/2019 NA NA NA NA NA Provider of project management software for commercial property owners and developers

7/10/2019 NA NA NA NA NA Tech-enables direct mortgage lender targeting the luxury buyer segment

7/9/2019 NA NA NA NA NA Provider of a predictive listing and lead generation platform for the rresidential real estate industry

6/20/2019 NA NA NA NA NA Online multifamily marketplace service for student housing in the United States

6/20/2019 NA NA NA NA NA provider of technology for tracking and engaging potential multifamily property residents and analyzing

marketing returns

6/12/2019 NA NA NA NA NA Provider of advisory services, data management, partner management, application management and data

analytics for the commercial real estate industry

6/4/2019 NA NA NA NA NA The credit, flood, income and tax verification services, government services, REO management and disposition,

online foreclosure auction and homeowners association (HOA) tracking units of Chronos Solutions

6/3/2019 NA NA NA NA NA Provider of research, data and analytics to the commercial real estate industry in North America and Europe

5/23/2019 NA NA NA NA NA Provider of ERP software and SaaS for the multifamily and commercial real estate sectors, providing features

for accounting, budgeting and forecasting, job costing, lease management, reporting and Web design

5/13/2019 NA NA NA NA NA Online marketplace and SaaS platform supporting commercial real estate (“CRE”) brokers through property

marketing, transaction management and business intelligence tools

5/13/2019 NA NA NA NA NA Provider of cloud-based real estate and location data platforms serving more that 350,000 business and

government users

5/3/2019 $500 NA NA NA NA Provider of cloud-based operations management software that automates enterprise asset management

workflows such as work order, inventory, energy, capital planning and facility scheduling

(Select Businesses)


6363

APPENDIXSelect M&A Activity (cont’d)

($MM)



(1)

(2) (2)

20

19

Source: Capital IQ as of 1/25/20, Pitchbook, Company filings.(1) Per Skift report, 3/8/19.(2) EBITDA multiples based on adjusted EBITDA.

5/1/2019 $335 NA NA NA NA Operator of a network connecting agents and jurisdictions that underpin residential mortgage records,

streamlining the local recording of residential mortgage transactions

4/22/2019 NA NA NA NA NAProvider of real etstate transaction forms and transaction management software for the residential real estate

industry

4/17/2019 NA NA NA NA NAOnline mortgage lender leveraging advanced analytics to offer no origination fees, fast approvals and

competitive rates

4/3/2019 220 NA NA NA NA Provider of an office space management platform and office management logistics

4/1/2019 NA NA NA NA NA Provider of loan origination and servicing software systems for the residential real estate lending industry

3/26/2019 NA NA NA NA NA Provider of an operational cost analytics platform for commercial real estate facilities

3/19/2019 2,083 3.1x 3.1x 12.3x 12.3x Provider of capital markets and brokerage services to owners of commercial real estate

3/13/2019 205 NA NA NA NA Provider of environmental due diligence information

3/7/2019 ~400 NA NA NA NA Provider of an online hotel booking platform offering low rates on last-minute bookings

3/5/2019 NA NA NA NA NA Operator of a real estate appraisal firm that specializes in right-of-way appraisal and litigation

3/4/2019 NA NA NA NA NA Operator of a luxury residential real estate company focusing on the San Francisco Bay Area

3/1/2019 NA NA NA NA NA Provider of an online real estate brokerage offering low-cost home sales

2/27/2019 NA NA NA NA NA Provider of AI-based customer relationship management SaaS to real estate brokers and agents

2/14/2019 NA NA NA NA NAProvides an online platform for home exchanges, connecting like-minded travelers and enabling them to swap

vacation homes

2/12/2019 3,390 7.1x 6.3x 27.7x 21.9x Provider of loan origination SaaS for the financial sector

2/7/2019 NA NA NA NA NA Provider of residential real estate workflow and transaction management software

2/7/2019 NA NA NA NA NA Developer of a data platform that tracks the identity and behavior of people in the physical world

2/4/2019 NA NA NA NA NA Provider of operating cost analytics software for large data center operators

1/9/2019 / NA NA NA NA NA Provider of applicant screening platforms for the multifamily real estate industry and corporate employers

1/8/2019 NA NA NA NA NA Provider of an AI tool that automates leasing communication for property managers


6464


($MM)

($MM)

20

18



(1)

Source: Capital IQ as of 1/25/20, Pitchbook, Company filings.(1) Includes $70.2MM in potential earn-outs.

1/7/2019 NA NA NA NA NA Provider of national real estate data and analytics

12/21/2018 $105 6.3x NA 8.8x NAProvider of an online analysis website for consumers seeking advice on financial topics such as insurance,

investing and credit cards

12/20/2018 275 NA NA NA NADeveloper of a construction bid management platform designed to connect businesses in the construction

industry

12/17/2018 NA NA NA NA NA Provider of marketing services for real estate in Chantilly, Virginia

12/6/2018 NA NA NA NA NA Provider of real estate settlement and title underwriting services

12/6/2018 NA NA NA NA NAProvider of an online hotel booking platform intended to serve the travelers, expets and locals around the

world

12/5/2018 NA NA NA NA NA Provider of software designed to offer workplace space management and optimization

11/21/2018 NA NA NA NA NAProvider of appraisal and title management services to mortgage originators, quality control companies, due

diligence firms, and other institutions involved in the real estate finance industry

11/20/2018 875 NA 8.8x NA NA Developer of a construction productivity software intended to deliver real-time project information

11/8/2018 68 NA NA NA NAProvider of an online property rental management platform designed to make the rental process simple,

secure and intuitive

11/6/2018 NA NA NA NA NA Provider of information services that help clients in processing real estate transactions

10/25/2018 NA NA NA NA NA Developer of a property management platform designed to offer information on short-term rentals

10/22/2018 122 3.5x NA 40.2x NAProvides SaaS-based insurance claims management mobile applications for businesses in the property and

health insurance sector Also provides insurance claims analytics and change management services

10/12/2018 57 NA 6.3x NA NA Developer of data analytics platform intended to provide business intelligence to manage properties

10/4/2018 370 2.4x NA 14.5x NAProvides an online automotive, home, renter's and health insurance quote comparison service for consumers

as well as lead generation services for insurance agents and other businesses

10/2/2018 NA NA NA NA NA Operates a high-end serviced home rentals platform for rental properties in sixteen countries around the world

10/1/2018 NA NA NA NA NALoanDecisions, LoanLogics' product, pricing and eligibility (PPE) unit, offers a platform that allows lenders to

quickly process and price mortgages and other loan products

9/11/2018 NA NA NA NA NA Provides an online marketplace designed to make buying a home simple and affordable

8/30/2018 263 5.1x 4.6x 17.0x 14.9x Provides information and marketing services to the commercial real estate industry

8/29/2018 NA NA NA NA NA Leading luxury real estate brokerage serving California

(LoanDecisions Unit)

20

19


6565


($MM)

($MM)

20

18



(1)

Source: Capital IQ as of 1/25/20, Pitchbook, Company filings.(1) Includes $14.0MM in potential earn-outs.

8/29/2018 $210 NA NA NA NADevelops an online real estate referrals platform designed to match top agents with qualified home buyers and

sellers in real-time

8/22/2018 NA NA NA NA NA Provides an online platform designed to offer on-demand home repair services

8/8/2018 6,675 3.7x 3.8x 12.5x 12.6x Provider of business information and software for risk and supply management decisions

8/6/2018 NA NA NA NA NA Operates an online direct mortgage lending company

8/2/2018 117 5.9x NA NA NA Operates an innovative interactive media company intended to support the apartment industry

8/2/2018 NA NA NA NA NAFocuses on reducing expense and exposure of clients' portfolios from origination to disposition, enabling

clients to manage risk across the mortgage lifecycle

7/31/2018 2,000 7.4x NA 20.0x NA Provides enterprise contract management software

7/10/2018 NA NA NA NA NADevelops whole loan mortgage trade management software intended to bring automation and transparency to

the spot market for mortgage loans

7/10/2018 NA NA NA NA NA Develops cloud-based software intended to improve government processes

7/9/2018 NA NA NA NA NA Operates a residential real estate brokerage in the San Francisco Bay Area

7/2/2018 39 1.1x NA 12.2x NA Provides commission free real estate services

6/12/2018 290 NA NA NA NADevelops real-time facility support software services intended for facility maintenance management and

process optimization

6/6/2018 NA NA NA NA NAProvides software which helps maintenance teams manage work orders, organize / execute preventative

maintenance, predict asset maintenance and manage enterprise assets and equipment inventory

6/4/2018 NA NA NA NA NA Developer of facility scheduling and event management software

6/4/2018 NA NA NA NA NA Develops a mortgage processing software designed to accelerate the speed and scaling of mortgage processing

5/11/2018 3,208 9.7x 7.6x 27.8x 19.6xProvides a searchable real estate classified ads website of properties for sale or rent for consumers in the UK

Also provides online home value reference content and related rental mobile apps

5/1/2018 $97 NA NA NA NA Provider of property data analytics to the financial sector

4/23/2018 1,200 NA 6.0x NA NA Provides cloud, SaaS, and on premise commercial construction software solutions

4/20/2018 219 9.9x 6.8x NA NA Provides a SaaS-based payment and billing platform for the multi-family and commercial real estate industry

4/12/2018 NA NA NA NA NA Develops desktop, mobile, and Web tools for real estate and mortgage industries

(Australia)

(Mortgage Solutions Business)


6666


($MM)

($MM)



(1)

20

17

20

18

Source: Capital IQ as of 1/25/20, Pitchbook, Company filings.(1) Represents value of the 55% stake acquired.

3/21/2018 NA NA NA NA NA Provides cloud-based medical device and facilities management SaaS for the healthcare industry

3/13/2018 $205 2.8x NA NA NA Provides environmental risk information services and solutions

3/8/2018 NA NA NA NA NA Provides housing software and services intended to help housing authorities effectively manage processes

2/12/2018 3,587 2.2x 1.7x NM NMProvides servicing, origination, and transaction based services primarily to single-family residences in the

United States

2/8/2018 NA NA NA NA NA Develops software for property management

2/7/2018 419 NA NA NA NAProvides automotive finance and real-estate lending software solutions for banks, thrifts, credit unions,

mortgage companies, and captive finance companies in the United States

2/2/2018 485 9.2x NA NA NAProvides cloud-based construction program management software to meet the needs of repeat builders in the

construction industry

1/3/2018 NA NA NA NA NAProvides mobile physical asset management and surveying SaaS for the education, retail, healthcare,

government, infrastructure, leisure and commercial property sectors globally

12/14/2017 NA NA NA NA NA Provides property management, accounting and facilities management software

11/17/2017 NA NA NA NA NAProvides an online portal that provides information on real estate properties Its portal provides ads and other

advertising materials for real estate

11/16/2017 NA NA NA NA NADevelops an online rental platform designed to help people with disabilities find reasonable and accessible

accommodations when traveling

11/7/2017 NA NA NA NA NA Provides engineering content management software for businesses and government agencies globally

10/23/2017 NA NA NA NA NA Developer of rental housing software designed to manage complex tenancy relationships

10/17/2017 NA NA NA NA NAProvides a cloud-based software system for clients in the condominium development and sales sector with a

comprehensive web-based application

10/16/2017 NA NA NA NA NADevelops cloud-based transaction management systems designed to create, store, sign and manage all listing,

sales and lease files online

10/16/2017 NA NA NA NA NAProvides housing management software for public housing authorities and private affordable housing

developments

10/4/2017 NA NA NA NA NADevelops and supplies real estate management software designed to provide full access to vital information in

real estate

10/2/2017 NA NA NA NA NADevelops a SaaS-based real estate transaction management software created to help real estate agents manage

their transactions online

9/12/2017 385 3.9x NA 25.7x NAOperates an online rental search destination that connects apartment shoppers to rental properties throughout

the United States and Canada

9/8/2017 NA NA NA NA NA Provider of real estate listing management technology to developers and builders

Mean 5.2x 5.7x 19.8x 15.7x

Median 4.5x 6.2x 17.0x 14.9x

(Lending Solutions Business)


6767

REAL ESTATE TECHNOLOGY ECOSYSTEM

Source: Capital IQ as of 2/5/20.“NM” signifies multiple >40x.eXp World Holdings and Purplebricks Group excluded from Residential Brokerage’s EV / EBITDA calculation.


Stock Trading Metrics Operating Metrics

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

Company 02/05/20 Value Debt Value CY19E CY20E CY19E CY20E CY19E CY20E 18A/19E 19E/20E CY19E CY20E

RE Media / Portals

CoStar Group, Inc. $665.46 $24,379 ($1,252) $23,127 $1,389 $1,654 16.6x 14.0x NM NM 16.6% 19.1% 35.9% 32.2%

Zillow Group, Inc. $49.13 10,192 125 10,318 2,614 4,541 3.9x 2.3x NM NM 96.0% 73.7% 0.3% (1.0%)

Scout24 AG $71.14 7,719 820 8,539 692 751 12.3x 11.4x 25.4x 21.1x 9.9% 8.5% 48.5% 53.8%

REA Group Limited $75.93 10,001 121 10,122 610 656 16.6x 15.4x 29.5x 25.6x (7.5%) 7.5% 56.2% 60.4%

Rightmove plc $8.94 7,812 (53) 7,760 384 406 20.2x 19.1x 26.4x 25.0x 12.5% 5.8% 76.6% 76.4%

LIFULL Co.,Ltd. $5.36 719 (52) 667 377 414 1.8x 1.6x 12.3x 9.2x 18.8% 9.6% 14.4% 17.6%

RE Media / Portals

Mean 11.9x 10.6x 23.4x 20.2x 24% 21% 39% 40%

Median 14.5x 12.7x 25.9x 23.1x 15% 9% 42% 43%


Black Knight, Inc. $68.24 $10,077 $1,677 $11,754 $1,178 $1,207 10.0x 9.7x 20.2x 19.6x 12.0% 2.5% 49.5% 49.8%

CoreLogic, Inc. $47.75 3,797 1,776 5,573 1,761 1,720 3.2x 3.2x 11.3x 10.9x (4.9%) (2.4%) 28.0% 29.8%

Altus Group Limited $32.95 1,312 128 1,440 433 461 3.3x 3.1x 21.7x 19.2x 14.0% 6.4% 15.3% 16.2%

Real Matters Inc. $10.70 907 (72) 835 359 415 2.3x 2.0x 21.4x 18.8x 20.5% 15.6% 10.8% 10.7%


Mean 4.7x 4.5x 18.7x 17.1x 10% 6% 26% 27%

Median 3.2x 3.2x 20.8x 19.0x 13% 4% 22% 23%

Property Management Software

RealPage, Inc. $59.25 $5,483 $467 $5,950 $985 $1,151 6.0x 5.2x 21.1x 19.0x 46.9% 16.8% 28.6% 27.2%

AppFolio, Inc. $133.52 4,548 32 4,580 255 324 17.9x 14.1x NM NM 77.5% 27.1% 14.4% 16.5%

Agilysys, Inc. $35.45 824 (28) 796 156 177 5.1x 4.5x NM NM 24.2% 13.1% 7.5% 8.1%

Property Management Software

Mean 9.7x 7.9x 21.1x 19.0x 50% 19% 17% 17%

Median 6.0x 5.2x 21.1x 19.0x 47% 17% 14% 17%


eXp World Holdings, Inc. $11.37 $736 ($31) $705 $963 $1,407 0.7x 0.5x NM NM 516.9% 46.1% 0.7% 2.0%

Purplebricks Group plc $1.48 454 (51) 403 166 168 2.4x 2.4x NM NM 51.0% 1.1% (7.0%) 8.3%

Realogy Holdings Corp. $11.60 1,187 4,179 5,366 5,874 5,653 0.9x 0.9x 9.1x 9.6x (3.9%) (3.8%) 10.0% 9.9%

Redfin Corporation $25.40 2,343 (68) 2,275 764 1,019 3.0x 2.2x NM NM 106.4% 33.4% (6.1%) (2.9%)

RE/MAX Holdings, Inc. $39.64 707 201 908 282 289 3.2x 3.1x 8.8x 8.6x 45.8% 2.2% 36.6% 36.4%


Mean 2.1x 1.8x 8.9x 9.1x 143% 16% 7% 11%

Median 2.4x 2.2x 8.9x 9.1x 51% 2% 1% 8%


6868

REAL ESTATE TECHNOLOGY ECOSYSTEM (CONT’D)

Source: Capital IQ as of 2/5/20.“NM” signifies multiple >40x.






CBRE Group, Inc. $63.93 $20,942 $3,861 $24,802 $23,613 $25,340 1.1x 1.0x 12.1x 11.4x 26.8% 7.3% 8.7% 8.6%

Colliers International Group Inc. $84.59 3,370 804 4,174 3,056 3,277 1.4x 1.3x 11.5x 10.3x 25.5% 7.2% 11.9% 12.3%

Cushman & Wakefield plc $19.85 4,351 2,970 7,320 8,735 9,342 0.8x 0.8x 10.4x 9.6x 26.2% 7.0% 8.1% 8.1%

Jones Lang LaSalle Incorporated $177.16 9,130 3,020 12,150 10,017 10,859 1.2x 1.1x 11.3x 10.4x 25.7% 8.4% 10.8% 10.8%

Newmark Group, Inc. $12.35 2,222 1,319 3,541 2,252 2,380 1.6x 1.5x 6.2x 5.9x 44.1% 5.7% 25.2% 25.3%

Savills plc $15.91 2,167 533 2,699 2,559 2,590 1.1x 1.0x 10.7x 10.1x 18.3% 1.2% 9.8% 10.3%

Marcus & Millichap, Inc. $36.90 1,444 (262) 1,182 784 833 1.5x 1.4x 10.6x 10.0x 9.0% 6.2% 14.2% 14.2%


Mean 1.2x 1.2x 10.4x 9.7x 25% 6% 13% 13%

Median 1.2x 1.1x 10.7x 10.1x 26% 7% 11% 11%


Fidelity National Financial, Inc. $49.03 $13,484 ($340) $13,144 $8,318 $8,117 1.6x 1.6x 8.6x 10.2x 8.5% (2.4%) 18.3% 15.9%

First American Financial Corporation $62.79 7,054 (430) 6,624 6,131 6,067 1.1x 1.1x 6.5x 7.2x 6.2% (1.0%) 16.5% 15.2%

Radian Group Inc. $25.54 5,137 929 6,067 1,494 1,501 4.1x 4.0x NM NM 22.3% 0.5% NA NA

Stewart Information Services Corporation $43.17 1,023 (130) 894 1,936 1,881 0.5x 0.5x 4.9x 7.3x (1.1%) (2.8%) 9.4% 6.5%

Altisource Portfolio Solutions S.A. $19.38 304 212 516 634 NA 0.8x NM 8.4x 5.7x (32.7%) NA 9.7% NA


Mean 1.6x 1.8x 7.1x 7.6x 1% (1%) 14% 13%

Median 1.1x 1.4x 7.4x 7.2x 6% (2%) 13% 15%


LendingTree, Inc. $313.68 $4,078 $326 $4,403 $1,114 $1,294 4.0x 3.4x 21.8x 18.9x 80.3% 16.2% 18.2% 18.0%

Moneysupermarket.com Group PLC $4.26 2,286 16 2,302 514 534 4.5x 4.3x 12.3x 11.9x 15.4% 3.8% 36.3% 36.1%

QuinStreet, Inc. $12.59 645 (55) 590 479 533 1.2x 1.1x 17.4x 10.3x 42.7% 11.2% 7.1% 10.8%


Mean 3.2x 2.9x 17.2x 13.7x 46% 10% 21% 22%

Median 4.0x 3.4x 17.4x 11.9x 43% 11% 18% 18%


Booking Holdings Inc. $1,939.29 $81,170 $1,672 $82,842 $15,021 $16,153 5.5x 5.1x 14.2x 13.2x 18.5% 7.5% 38.8% 39.0%

Expedia Group, Inc. $111.10 16,097 1,008 17,105 12,103 13,098 1.4x 1.3x 8.1x 7.5x 20.3% 8.2% 17.5% 17.3%

TripAdvisor, Inc. $29.29 4,083 (764) 3,319 1,564 1,629 2.1x 2.0x 7.6x 7.2x 0.5% 4.1% 27.9% 28.4%


Mean 3.0x 2.8x 10.0x 9.3x 13% 7% 28% 28%

Median 2.1x 2.0x 8.1x 7.5x 18% 8% 28% 28%


6969

REAL ESTATE TECHNOLOGY ECOSYSTEM (CONT’D)

Source: Capital IQ as of 2/5/20.“NM” signifies multiple >40x.





Broader Data

Experian plc $35.76 $32,156 $4,212 $36,368 $5,002 $5,388 7.3x 6.8x 21.5x 18.8x 10.7% 7.7% 33.8% 35.9%

TransUnion $94.82 17,855 3,587 21,442 2,648 2,877 8.1x 7.5x 20.7x 18.8x 37.0% 8.6% 39.1% 39.7%

Equifax Inc. $155.89 18,876 3,142 22,018 3,509 3,716 6.3x 5.9x 18.7x 17.3x 4.4% 5.9% 33.6% 34.3%

Moody's Corporation $264.34 49,894 4,549 54,443 4,783 5,075 11.4x 10.7x 23.5x 21.9x 13.8% 6.1% 48.4% 49.0%

Fair Isaac Corporation $410.81 11,974 912 12,886 1,185 1,277 10.9x 10.1x 33.9x 30.3x 25.4% 7.7% 32.1% 33.3%

Broader Data

Mean 8.8x 8.2x 23.7x 21.4x 18% 7% 37% 38%

Median 8.1x 7.5x 21.5x 18.8x 14% 8% 34% 36%


7070


II. PUBLIC MARKETS







7171

CASE STUDY: SHOWINGTIME ACQUIRES CENTRALIZED SHOWING SERVICE

GCA acted as exclusive finanical advisor to ShowingTime, a leading showing software and market stats service provider for the residential real estate industry, on its acquisition of Centralized Showing Service.

Transaction Summary

» On September 6th, ShowingTime announced its acquisition of Centralized Showing Service to better serve the needs of clients in the residential real estate industry

» ShowingTime’s products automate the showing scheduling and management process for MLSs, associations, offices and agents; simplify the report generating process using MLS data; and deliver buyer leads generated from real estate websites

» Centralized Showing Service provides a single phone number in each market they serve for all real estate agents to schedule showings for their buyers in hope to enable agents to organize more showings that convert into faster sales

» GCA acted as exclusive financial advisor to ShowingTime in connection with the transaction

Strategic Rationale

» The two established companies bring together a combined 43 years of experience helping real estate professionals and their clients use technology to efficiently manage showings and feedback, while also providing market reports, recruiting tools and other software products

» This acquisition will enable ShowingTime to leverage the two platforms to best serve the needs of their clients now and in the future. It will also fuel further investments in research and development to provide innovative, streamlined products and solutions to the residential real estate industry

» Centralized Showing Service’s clients will have access to technology-rich products that blend the best features of both companies’ offerings and equip them to serve their clients even more efficiently


7272

CASE STUDY: SALE OF INSIDE REAL ESTATE TO LOVELL MINNICK PARTNERS

GCA acted as exclusive finanical advisor to Inside Real Estate, a leading provider of software solutions for top brokerages, agents and teams, on its majority investment from Lovell Minnick Partners.

Transaction Summary

» On August 20, 2019, Inside Real Estate (“IRE”) announced a majority investment from Lovell Minnick Partners (“Lovell Minnick”)

– Financial terms of the transaction were not disclosed

» Headquartered in Salt Lake City, the Company’s flagship real estate software platform, kvCORE, is a modern and comprehensive solution known for delivering profitable growth at every level of a brokerage organization

» Lovell Minnick is a private equity firm focused on investments in the global financial services industry, including related technology and business services companies. Since its inception in 1999, Lovell Minnick has raised $3.2Bn in committed capital and has completed investments in over 50 platform companies

» GCA acted as exclusive financial advisor to IRE and its owner, NexPhase Capital, in connection with the transaction

Strategic Rationale

» IRE is one of the fastest growing independently-owned real estate software companies and a trusted technology partner to agents, teams and top brokerages

– Serves industry primarily comprised of point solution

providers

– Over 200,000 top agent, team, and brokerage

customers

– Products focus on increasing brokerage profitability,

driving team and agent success and enhancing

business differentiation for customers

– Investment comes during a period of substantial

revenue growth and sustained profitability

» Transaction will fuel IRE’s continued growth, provide financing for future acquisition opportunities and help create the best environment to attract, develop and retain top talent


7373

CASE STUDY: SALE OF FINANZEN GROUP TO ALLIANZ

GCA Altium advises the shareholders of Finanzen Group on the sale to Allianz via Allianz X

Transaction Summary

» On May 20, 2019, Allianz announced its acquisition of Finanzen Group

» GCA Altium acted as exclusive financial adviser to Eli Global on the sale of Finanzen Group to Allianz via Allianz X

» Eli Global acquired Finanzen Group only in 2018, where GCA Altium acted as a financial adviser to BlackFin and the Founders

» Due to the ambitious timeline, GCA Altium contacted exclusively parties that were involved in the last process to ensure a sufficient level of understanding for the market and the business model amongst bidders

» Allianz only entered the process at a later stage, when most other bidders had completed large parts of their due diligence, but emerged as the highest and most motivated bidder

» The transaction is amongst the largest FinTech and InsurTech transactions to date in the DACH region

Strategic Rationale

» Headquartered in Berlin, Germany, Finanzen Group is the leading B2B marketplace targeting the market of high-value customer leads for insurance and financial products in Europe

» The company uses a proprietary technology platform to connect lead generators and buyers in real-time

» Finanzen Group additionally acts as a licensed broker for certain insurance products in Germany and Switzerland

» The company has successfully implemented a buy-and-build strategy and acquired several companies across Europe, such as 2media, Village Conseil, Seguras, E-finity Leads, Comfortplan and its latest acquisition was AGT Media in the UK

» Finanzen Group was seeking a strong partner to further strengthen its clear #1 position in Europe and potentially continue its successful history of international expansion

» Due to potential regulatory changes, Eli Global was aiming for a fast and efficient process that would also realize an attractive valuation, reflecting the successful organic and inorganic growth of the business and the attractive opportunities for further future growth


7474

CASE STUDY: SALE OF REAL CAPITAL MARKETS TO LIGHTBOX

GCA acted as exclusive financial advisor to Real Capital Markets, the leading commercial real estate transaction marketplace, SaaS transaction management and business intelligence platform, on its sale to LightBox, a portfolio company of Silver Lake and Battery Ventures.

Transaction Summary

» On May 13, 2019, LightBox Holdings, L.P. (“LightBox”) announced that it had completed the acquisition of RealCapitalMarkets.com, LLC (“RCM” or “the Company”)

– Financial terms of the transaction were not disclosed

» Headquartered in Carlsbad, CA, RCM is a leading online marketplace and SaaS platform supporting commercial real estate (“CRE”) brokers throughout the transaction process

» RCM’s solutions include property marketing, transaction management and business intelligence tools to unify broker-level and firm-level data and workflows

» LightBox, a portfolio company of Silver Lake and Battery Ventures, delivers smarter commercial real estate decision-making through data, analytics, and workflow innovations

» GCA acted as exclusive financial advisor to RCM in connection with the transaction

Strategic Rationale

» RCM is central to Lightbox’s strategy of aggregating transaction volume and deepening relationships with large commercial services firms to expand its upstream connectivity to the commercial real estate transaction

– ~50% of all US CRE assets greater than $10MM are

brought to market and sold using RCM’s online

marketplace

– Since inception, RCM has executed over 65,000

assignments with total consideration in excess of

$2.3Tn

– RCM’s customers rely on the Company’s workflow,

marketing, and business intelligence tools to drive

transactions and productivity

» Lightbox has acquired 4 companies that comprehensively create a leading commercial real estate technology platform focused on the transaction, lending data, and analytics segments of the market – combined entity is a scale leader with established relationships with lenders, commercial services firms, and principal investors


7575

CASE STUDY: SALE OF ZIPLOGIX TO LONE WOLF REAL ESTATE TECHNOLOGI ES

GCA acted as exclusive financial advisor to zipLogix, a leading provider of real estate transaction management software, on its sale to Lone Wolf Technologies, a portfolio company of Vista Equity Partners.

Transaction Summary

» On April 22, 2019, Lone Wolf Technologies (“Lone Wolf”) announced that it had completed the acquisition of zipLogix LLC (“zipLogix” or the “Company”)

− Financial terms of the transaction were not

disclosed

» Headquartered in Fraser, Michigan, zipLogix is the leading provider of real estate transaction forms and transaction documentation management software for the residential real estate sector

» Lone Wolf, a portfolio company of Vista Equity Partners, provides real estate software solutions, such as back office management, marketing and e-signature platforms, to more than 20,000 real estate offices across North America

» GCA acted as exclusive financial advisor to zipLogix in connection with the transaction

Strategic Rationale

» zipLogix will enhance Lone Wolf’s position as the leader in real estate transaction forms

− zipLogix management has advanced market

penetration in the Company’s forms business having

successfully developed strong upsell opportunities

including e-signature, CRM and database linking

solutions

» Lone Wolf will support zipLogix’s continued operations and leverage the combined Company’s cross-selling opportunities

» The combined company will service over 1.4 million agents, 20,000 offices, and 1,000 MLSs and Associations in the U.S. and Canada


7676

CASE STUDY: SALE OF ATTOM DATA SOLUTIONS TO LOVELL MINNICK PARTN ERS

GCA acted as exclusive financial advisor to ATTOM, a leading provider of national real estate data solutions, on its sale to Lovell Minnick Partners.

Transaction Summary

» On January 8, 2019, Lovell Minnick Partners announced that it had completed the acquisition of ATTOM Data Solutions (“ATTOM” or the “Company”)

− Financial terms of the transaction were not

disclosed

» Headquartered in Irvine, California, ATTOM is a leading provider of comprehensive data solutions to the real estate, mortgage, insurance, marketing and adjacent markets

» Lovell Minnick Partners is a private equity firm with expertise in investing in the financial technology and services industry. Since its inception in 1999, Lovell Minnick Partners has raised $2.7 billion in committed capital and has completed investments in over 45 companies

» GCA acted as exclusive financial advisor to ATTOM in connection with the transaction

Strategic Rationale

» ATTOM is a leading, scale platform investment in the real estate data solutions market

− Company’s proprietary data solutions include

property tax, deed, mortgage, foreclosure,

environmental risk, natural hazard and

neighborhood data for 150+ million U.S. residential

and commercial properties, covering 99% of the

nation’s population

− Company serves 225+ data customers with

multiyear contracts

− ATTOM management has generated strong organic

growth and successfully pursued accretive strategic

opportunities, including its acquisition of

neighborhood data provider Onboard Informatics in

early 2018

» Lovell Minnick will continue to support management in executing its strategic plan to build the leading technology platform in the real estate data industry


GCA is a global investment bank that provides strategic M&A, capital markets and private funds advisory services to growth companies and market leaders. The firm offers worldwide coverage with over 450 professionals in 23 offices across America, Asia and Europe. Built by the people that run the business, GCA is a firm of experts who focus on deals that require commitment, original perspective, skill and exceptional networks.

www.gcaglobal.com

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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