E-COMMERCE'S KA-CHING! YEAR - Year-End 2020 Review

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E-COMMERCE'S KA-CHING! YEAR - Year-End 2020 Review
E-COMMERCE’S KA-CHING! YEAR
Year-End 2020 Review
E-COMMERCE'S KA-CHING! YEAR - Year-End 2020 Review
EXECUTIVE SUMMARY
Marketplace & E-commerce Sector Wrap-Up
»   2020 will be remembered as an historic inflection point in the growth of e-commerce and marketplace adoption globally
      ‒ 16.5% worldwide e-commerce growth with a projected 15% CAGR through 2024 in the US alone
»   The combination of public e-commerce and marketplace companies grew 68%+ throughout the year and saw a combined market cap
    appreciation of $1.3 Trillion in value – stunning value creation
»   5 landmark IPOs throughout the year including Poshmark, AirBnB, DoorDash, Wish, The Hut Group; and several SPACs including Vroom,
    Shift and CarLotz (and more to come in 2021)
       ‒ IPOs expected in 2021 include Instacart, ThreadUp, and Deliveroo
»   39 M&A significant transactions across the market segment including:
      ‒ A number of notable transactions around the food delivery market such as Nestle’s acquisition of Freshly for $1.5Bn and Just Eat’s
        acquisition of GrubHub for $7.5Bn
      ‒ Viagogo’s acquisition of StubHub for $4.0Bn
»   Some excellent reports covering all aspects of trends in e-commerce in 2020 that we enjoyed and highlight in this report including:
      ‒ Shopify’s “The Future of Ecommerce Report 2021” 1, which highlights several trends in the future or e-commerce such as:
            • The importance of customer retention tactics as a customer acquisition costs spoke
            • The challenge of brand building amidst a marketplace-dominated environment
      ‒ Catalyst/Kantar’s “The State of Ecommerce 2021” 2, which drills down into the developing and changing customer journey:
            • 66% of all pre-shopping touchpoints are now online, but spread over several channels including search, email, and social media
      ‒ Oliver Wyman’s “Are You Ready for E-Commerce Acceleration?” 3 which touched on numerous elements of change impacting the
        retail world
            • The critical role that supply chain design plays in winning customer satisfaction and the importance of alternative and multiple
               fulfillment options
»   Our sector spotlight focuses on the outdoors – the great outdoors which we have all embraced as we navigate through the pandemic
      ‒ Outdoor retailers, brands and online e-commerce companies saw significant growth – public companies have seen 99%+ growth
      ‒ 63% increase in bike sales; 51% increase in golf equipment; even birdwatching saw a 22% growth (a new outdoor activity in urban
         markets)
      ‒ The RV market saw huge growth and consolidation as well – GCA client RVshare successfully raised expansion capital from KKR in
         Q4
      ‒ And there has been $1.5BN of transaction activity in this segment of the market alone

                1)   Shopify, The Future of Ecommerce Report 2021. www.shopify.com/enterprise/the-future-of-ecommerce.
                2)   Catalyst, Kantar, The State of Ecommerce 2021. www.catalystdigital.com/wp-content/uploads/The-State-of-eCommerce-2021.pdf.                                      2
                3)   Oliver Wyman, Are You Ready for E-Commerce Acceleration?. www.oliverwyman.com/our-expertise/insights/2020/sep/are-you-ready-for-e-commerce-acceleration.html.
E-COMMERCE'S KA-CHING! YEAR - Year-End 2020 Review
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        3
E-COMMERCE'S KA-CHING! YEAR - Year-End 2020 Review
GCA OVERVIEW
    Leading Global Investment Bank Providing Strategic M&A and Capital Markets Advisory Services
                                                                    Global Marketplace & E-commerce Sector Team

    John Lambros               Josh Wepman                Rupert Sadler                   Alex Grünwald                  Sam Fuller                 Tobias Schultheiss                 Thomas Egli
       New York                   New York                   New York                         Zürich                        London                        Frankfurt                        Zürich
                                                                                       Managing Director;
    Managing Director;
                              Managing Director           Managing Director            Member of Executive             Managing Director               Managing Director              Managing Director
    President, GCA US
                                                                                       Management Europe
JLambros@GCAGlobal.com      JWepman@GCAGlobal.com       RSadler@GCAGlobal.com   Alexander.Gruenwald@GCAAltium.com   Sam.Fuller@GCAAltium.com   Tobias.Schultheiss@GCAAltium.com   Thomas.Egli@GCAAltium.com

        Highly Active in All Key Disruptive Areas of the Technology Market                                           Full-Suite of M&A and Capital Market Advisory Services
Digital Media                 Software                      Tech-Enabled Services
» Marketplaces                 » Vertical Application        »   Marketing Services                            ~60%                     ~65%                    ~35%                     ~80%
» E-commerce                   » Commerce & Retail           »   Information Services                     TRANSACTIONS HAVE             SELL-SIDE                BUY-SIDE               REPEAT OR
» Digital Content & IP           Technology                  »   Professional Services                     TECH COMPONENT            TRANSACTIONS             TRANSACTIONS           REFERRED CLIENTS
» Marketing / Advertising      » Data & Analytics            »   IT Services
  Technology                   » Asset Maintenance &         »   Customer Care & Claims
» Music, Video & Social          Repair                          Services
» Gaming                       » Infrastructure                                                                ~50%                     ~50%                     500+                    100+
                                                                                                             CROSS-BORDER          FINANCIAL SPONSOR       TOTAL TRANSACTIONS       DEBT TRANSACTIONS
              58                         120                             55                                  TRANSACTIONS             TRANSACTIONS           IN LAST 3 YEARS          IN LAST 3 YEARS
      DEALS LAST 3 YEARS           DEALS LAST 3 YEARS             DEALS LAST 3 YEARS

                                                                  Leading Franchise in Marketplaces and E-commerce

                                                                                                                                                                                                    4
E-COMMERCE'S KA-CHING! YEAR - Year-End 2020 Review
GCA OVERVIEW
Leading Global Investment Bank
                                                                                                             STOCKHOLM

                                                      MANCHESTER                 LEEDS
                                                                                           PARIS       FRANKFURT
                                                      BIRMINGHAM                                      MUNICH
                                                                                                                                                            KYOTO          NAGOYA
                                                                                                       ZURICH                                                                         TOKYO
                                                                    LONDON                                                                    SHANGHAI
                                     NEW YORK                           LAUSANNE
                                                                                         MILAN
                                                                                                                                    NEW DELHI                                          OSAKA
                                                                                                 TEL AVIV                                                                       FUKUOKA
  SAN FRANCISCO
                                                                                                                                                                             TAIPEI
                                                                                                                          MUMBAI
                                                                                                                                           SINGAPORE                      HO CHI MINH CITY

    Global platform:
                                                   Sector expertise:                                       Exceptional cross-
     25 offices in key                                                                                                                                               Experienced team:
                                                  Expansive coverage                                      border capabilities:
     markets across                                                                                                                                                 Over 500 employees
                                                       and deep                                                 Half of all
    America, Asia and                                                                                                                                                 across the globe
                                                     specialization                                           transactions
         Europe
                                                                                Broad spectrum
                                                                                                                                          Diversified
                         Strong reputation                                         of clients:
                                                                                                                                       business model:
                         and track record:                                          Leading
                                                                                                                                        Geographically
                          High number of                                       conglomerates, top
                                                                                                                                     balanced, synergistic
                         repeat clients and                                   private equity firms
                                                                                                                                     and complementary
                             referrals                                        and emerging high-
                                                                                                                                         focus areas
                                                                              growth companies

                     San Francisco | New York | Birmingham | Frankfurt | Fukuoka | Ho Chi Minh City | Kyoto | Lausanne | Leeds | London | Manchester | Milan | Mumbai |
                                       Munich | Nagoya | New Delhi | Osaka | Paris | Shanghai | Singapore | Stockhom | Taipei | Tel Aviv | Tokyo | Zurich                                     5
E-COMMERCE'S KA-CHING! YEAR - Year-End 2020 Review
GCA OVERVIEW
Experience in Marketplace and E-commerce

                                 Marketplace                                                                  E-commerce
                                                          Online auction
Online visual design   Online RV rental   Stock photo      marketplace        Online furniture &     Online retail    Kitchen & home        Online bike
   marketplace          marketplace       marketplace      technology         home décor retail    cashback enabler         hub               retail

    Insurance              Watch           Online job       Online B2B           Online HQ             Online         Online mobile &     Online fashion
   marketplace           marketplace       classifieds      classifieds           pictures             grocery         fashion retail         retail

 Online education           Online           Online      Online real estate      Online bike         Online sport       Online pet      Online board sports
      portal             career portal     classifieds       classifieds           retail            fashion retail       retail               retail

                                                                                                                                                           6
E-COMMERCE'S KA-CHING! YEAR - Year-End 2020 Review
GCA OVERVIEW
Global Experience in Consumer

                                7
E-COMMERCE'S KA-CHING! YEAR - Year-End 2020 Review
GCA OVERVIEW
Case Study: RVshare Investment Led by KKR (NYSE: KKR)

                                GCA acted as exclusive financial advisor to RVshare, the leading P2P RV rental marketplace, on its
                                $100MM+ investment led by KKR

                               Background                                                  Transaction Summary
                               » RVshare is the first and largest peer-to-peer RV rental   » On October 21, 2020, RVshare announced an $100MM+
                                  marketplace. With more than 100,000 vehicles                financing round led by KKR
                                  available, RVshare's diverse inventory ranges from
                                  affordable travel trailers to luxury motorhomes and
TRANSACTION DATE                  can accommodate any outdoor adventure, whether
                                                                                           » RVshare plans to use this new capital infusion to invest in future
October 2020                                                                                  growth and provide the best experience for owners and
                                  it's a weekend of camping or a cross-country tour of
                                                                                              renters, advancing the company’s mission of expanding the
                                  national parks
INDUSTRY                                                                                      definition of travel
Digital Marketplace, Travel,
Consumer, Digital Media        » Since the company’s founding in 2013, RVshare has
                                  successfully built a leading position in the emerging
                                                                                           » GCA assisted RVshare and Tritium Partners in effectively
                                                                                              navigating the COVID-19 market environment by leveraging
                                  market of RV rentals, amassing more than two million
                                                                                              strong business momentum and recent brand recognition
                                  days booked on its platform

                               » KKR (NYSE: KKR) made its investment through its Next      » GCA also provided execution support throughout what was an
                                                                                              all virtual process, including (i) identifying potential buyers and
                                  Generation Technology Growth Fund II, a global fund
                                                                                              leading outreach, (ii) preparing marketing materials, (iii)
                                  dedicated to growth equity investments in the
                                                                                              negotiating valuation and key terms and (iv) advising on
                                  technology space; Tritium Partners, an existing
                                                                                              definitive agreement matters
                                  investor in RVshare, also participated in the round

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

                                                                                                                                                               8
E-COMMERCE'S KA-CHING! YEAR - Year-End 2020 Review
GCA OVERVIEW
Case Study: Royal Design Group Sold to Egmont

                         GCA acted as exclusive financial advisor to the shareholders of Royal Design Group, the Nordic
                         design and home furnishings e-commerce leader, on its sale to Danish group Egmont.

                        Background                                                   Transaction Summary
                        » Royal Design Group is a Sweden-based interior design       » GCA acted as sole financial advisor to the Sellers and Royal
                           e-commerce business and holds a leading market               Design over the course of the deal, assisting them in a very
                           position within home and interior products in the            swift and competitive process, signing the deal with the buyer
                           Nordics and select European markets, operating               in a short period of time after the project kicking off
TRANSACTION DATE           under the brands RoyalDesign and Rum21
December 2020
                                                                                     » Private equity firms Verdane, which has been majority owner
INDUSTRY                » Over the past couple of years, the company has                since 2017, and eEquity, co-owner since 2012, now hand over
E-commerce, Consumer,      invested substantially in building scalable systems and      the ownership responsibility to Egmont, with Egmont
Retail, Leisure            infrastructure to create a platform for continued            Publishing acquiring all existing shares of Royal Design Group
                           growth and expects to reach a turnover of almost SEK
                           1Bn in 2020
                                                                                     » The purchase considerably deepens Egmont’s position in the
                                                                                        Nordic e-commerce market and marks a substantial investment
                        » The company has successfully expanded to other                for the Egmont Publishing division, which first started investing
                           geographies, with presence in 13 markets today               in e-commerce seven years ago
                           across Europe, Asia, Australia and the US

                                                                                     » The parties have agreed not to disclose the terms of the
                                                                                        transaction

                                                                                                                                                      9
E-COMMERCE'S KA-CHING! YEAR - Year-End 2020 Review
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        10
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
1 E-commerce Growth has Surged Across the Globe

                                                                                   16.5%
                                                                      Worldwide E-commerce
                                                                           Growth 2020

                                                            16.9%                    21.5%
                                                                                     Central &
                 18.1%                                         Western                Eastern
                     North                                     Europe                 Europe
                    America

                                                                                                   15.5%
                                                                                     19.8%         Asia Pacific
                                                                                     Middle East
                                                                                      & Africa

                              19.4%
                                  Latin
                                 America

               Sources: Shopify, The Future of Ecommerce Report 2021, eMarketer.                            11
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
2 2020 Will Be Remembered an Historical Inflection Point for E-commerce and Marketplace Acceleration
   U.S. E-commerce on a 15% CAGR thru 2024… 1                                                           …As Penetration of % Retail Sales Accelerates 2
        E-commerce Sales ($Bn)
                                                                                                                                                                                                  33%
        YoY Growth
                                                                                       $1,205
                                                                                                                                                                        10 years of growth
                                                                        $1,073                                                                                             in 3 months
                                                            $953
                                             $843                                                                                                                                           16%
                              $795

               $600            32%                                                                                                                                                    14%
                                                                                                                                                                                13%
     $524                                                                                                                                                            12%
                                                                                                                                                  10%      11%
                                                                                                                                8%        9%
                                                                                                             6%          7%
      14%       15%                                         13%           13%            12%
                                              6%

     2018      2019           2020           2021           2022          2023          2024                2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Q1 ‘20
                                                                                                                                                              2020

  While Amazon and Walmart Grow Consumer Retail Spend… 3                                                …The Market Has Embraced Digital Retail 4
              Amazon Share of Consumer Retail Spend                                                      200%                   Marketplace
              Walmart Share of Consumer Retail Spend                                                                            E-commerce                                                              182%
                                                                                                                                S&P 500
      9.1%        9.2%               9.3%                                                                150%                                                                                           145%
                                                     9.0%             9.0%            8.9%

                                                                                      6.8%               100%
                                                                      5.8%
                                                     4.6%                                                  50%
                                     3.9%
                  3.0%                                                                                                                                                                                   15%
      2.2%
                                                                                                             0%

                                                                                                          -50%
      2014        2015               2016            2017             2018            2019                        Jan.             Mar.              May.               Jul.           Oct.       Dec.

                      Notes:
                      1) eMarketer, October 2020.                                                       3) PYMNTS.com.
                      2) Bank of America, U.S. Department of Commerce, ShawSpring Research, Forrester   4) S&P Capital IQ as of 12/30/20. Stock indices as listed on page 17.
                         Analytics, McKinsey Retail Practice.
                                                                                                                                                                                                    12
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
3 Traditional Retail Saw Some Respite in 2H2020 as Holiday Shopping Came Early
    E-commerce Dramatically Outpaces Retail Spending...                                                   …As 30+ Retailers Filed for Bankruptcy in 2020

    » E-commerce growth in the US was 30%+, reaching a level not                                                                              Dec-20
      previously forecasted to achieve until 2022
                                                                                                                                                       Nov-20
    » The top 10 “etailers” all increased their e-commerce sales by                                                                           Sep-20
      over 25% and now account for ~63% of all online sales,
                                                                                                                                                       Aug-20
      compared to ~58% in 2019
                                                                                                                                              Aug-20
    » However, more impressively, according to Shopify research –
                                                                                                                                                       Aug-20
      84% of consumers have shopped online during the pandemic
      – which will create lasting impacts and fundamentally change                                                                            Jul-20
      how people shop
                                                                                                                                                       Jul-20

                                                                                                                                              Jul-20
   It’s Been A Roller Coaster Ride for Retail 1                                                                                                        Jul-20

      20%                                                                                                                                              Jul-20
                                             11/9: Pfizer announces
                                             early vaccine data; -2%                         12%
      10%                                                                                                                                     Jun-20
                                                                                                                                                       May-20
       0%
                            2/14: First U.S. death                                                                                            May-20
     -10%                   from COVID; -4%
                                                                                                                                                       May-20
     -20%
                                                                                                                                              May-20
     -30%
                                                                                                                                                       May-20
                                          3/27: CARES Act
     -40%                                 signed into law; -47%                                                                               May-20
     -50%                                                                                                                                              Apr-20
                                                                                                                                              Apr-20
     -60%
        January    March             May              July          October         December
                                                                                                                                                       Mar-20
                   Notes:
                   Sources: eMarketer, U.S. Department of Commerce, Wall Street Research.
                   1)    Composition of Costco, Bed Bath & Beyond, Dick’s, Kohl’s, Nordstrom, Macy’s, Target, Walmart, and Williams-Sonoma.                     13
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
4 With the E-commerce Surge, Multiple Themes and Additional Challenges Emerge for All Retailers
   Shopify’s Key 2020 E-commerce Themes 1                                                          Brand Building in a Marketplace Mindset

     1
          E-commerce Boom Fuels Record Online
          Competition
                                                                                                       70% Of Amazon searches do not include a brand name
          DTC brands prioritize omnichannel experience to win new                                                                    HOWEVER
          customers

          New Consumer Behaviors will Reshape Future                                                        40%                      48%                      38%
     2    of Retail                                                                                  Of all consumers want        Are more willing to      Are more willing to
                                                                                                      products and brands         advocate for their        advocate for their
          Brands build creative new digital experiences to unlock the
                                                                                                      that align with their     favorite brands due to    favorite brands when
          future of retail
                                                                                                     beliefs, and are willing      the high-quality      they’ve received great
                                                                                                       to pay a premium                products             customer service
          Fulfillment Emerges as Competitive
     3    Differentiator                                                                           Need to Focus on Retention to Offset High Acquisition Costs
          Consumers gravitate to brands offering fast, free, sustainable                             » Customer acquisition costs are increasing worldwide across
          shipping                                                                                     channels, with rates on Facebook rebounding to pre-
                                                                                                       pandemic highs
          Brand Building Challenged by Marketplace                                                   » Globally, consumers and regulators are wary of big tech,
     4    Dominance                                                                                    prompting Google and Apple to consider making it harder
          New search and purchasing habits cause brands to                                             to target ads across channels
          personalize with a human touch                                                             » Historically, improving customer retention 5% increases
                                                                                                       profits by 25% to 95%
          Retention Becomes a Top Priority as                                                            ̶ Customers who enroll in a loyalty program are 47%
     5    Acquisition Costs Spike                                                                           more likely to make a second purchase
                                                                                                          ̶ Personalized email campaigns can drive 18 times more
          Brands experiment with new channels as digital advertising
                                                                                                            revenue, and 90% of text messages are opened and
          uncertainty rises
                                                                                                            read within three minutes
                 Source:
                 1)    Shopify, The Future of Ecommerce Report 2021. www.shopify.com/enterprise/the-future-of-ecommerce                                                     14
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
5 The Customer Journey is Rapidly Evolving as Digital Becomes the Primary Shopping Resource

        63%                       37%                            66%                            54%                            59%                            72%                 >50%
  Of shoppers who visit Of all online buyers                Choose a retailer            Of shoppers exposed Of online purchasers                         Of e-commerce      Year over year growth
       Amazon or          visit retailer websites               based on                to advertising say that are aware of social                      professionals use      of Amazon and
   Walmart.com visit        / apps prior to the            convenience while             it helps remind them       commerce                            Facebook for digital       Walmart’s
  these sites for initial moment of purchase               only 47% choose a                of something they                                           marketing activities      e-commerce
    product research                                        retailer based on           need or it prompts an                                                                     businesses 1
                                                              price / value                idea for something
                                                                                                they want

  Online Purchasers’ Pre-Shop Touchpoints

                                                           66% Online

        37%

                            28%
                                                                                                                                                                    31% Offline
                                                    21%                     20%                     20%
                                                                                                                                                     18%               17%             17%
                                                                                                                             13%

   Retailer Website Internet Search              Email Ad           Brand Website / Social Media Post                  Blog / Online              In-Store          Offline Ad    Recommendation
         / App                                                           App               / Ad                           Forum

                      Sources: Catalyst, Kantar, The State of Ecommerce 2021. https://www.catalystdigital.com/wp-content/uploads/The-State-of-eCommerce-2021.pdf.
                      1)    Digital Commerce, S&P Global.                                                                                                                                    15
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
6 The Supply Chain – and Importantly Fulfillment – Has Become Critical to the Customer Satisfaction Equation
  Critical E-commerce Levers According to Oliver Wyman                                                                                          Retail Fulfillment Leaders

   Customer Proposition                     Supply Chain Design                               Transformation Enablers
   What makes your                        How can you deliver against                        How can you rapidly
   e-commerce channel                     this customer promise?                             execute to deliver change?
   distinctive for customers?              » Demand forecasting                               » Technology and
    » Customer engagement                  » Supplier and inventory                             advanced analytics
    » Product and service                     management                                      » Organizational
       offering                            » Network and transport                              effectiveness
    » Channel structuring                     logistics                                       » Innovation and
                                           » Fulfillment operations                             continuous
                                           » Last-mile delivery                                 improvement

  Alternative Fulfillment Options Provide Solutions for Inefficient Last Mile Cost Structures

                                                                                            ✓ Decrease pressure on
                                                                                              delivery networks
                                            Locker Collection                               ✓ Deliver stable service for
                                                                                              customers otherwise
                                                                                              worried during crises
    Click-and-collect
                                                                                            ✓ Eliminate costs associated
                                            Curbside Pickup                                   with small order sizes,
                                                                                              inefficient routing
                                                                                            ✓ Provide customers
                                                                                                                                                                     +12%
                                                                                                                                                         2020 stock performance versus
                                                                                              predictability, optionality,
                                                                                                                                                         other public retail companies 1
                                                                                              and convenience
                                   Buy Online, Pick Up in Store

                  Source: Oliver Wyman, Are You Ready for E-Commerce Acceleration?. www.oliverwyman.com/our-expertise/insights/2020/sep/are-you-ready-for-e-commerce-acceleration.html.
                  1)    Capital IQ as of 12/30/20 as compared to Costco, Bed Bath & Beyond, Dick’s, Kohl’s, Nordstrom, Macy’s, and Williams-Sonoma..                                       16
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Marketplace and E-commerce Companies Continued to See Growth and Value Expansion Throughout the Year
                   E-commerce & Marketplace Companies Have Significantly Outperformed the S&P 500 in 2020
  200%
                                                                                                                                                         182%

  150%
                                                                                                                                                         145%

  100%

  50%

                                                                                                                                                         15%
   0%

  -50%
     January   February          March              April       May        June       July       August      September   October   November   December

                                                       Marketplace             E-commerce                 S&P 500

                                Marketplace                                                                         E-commerce

                                       145%                                                                              182%
                                                                      2020 Share Price Performance
               Source: Capital IQ as of 12/30/20.                                                                                                        17
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Marketplace Case Study Spotlight: AirBnB’s IPO and the Future of Vacationing
» Shares of Airbnb popped 110%+ on its opening trading day as shares were originally priced at $68 and opened trading at $146 (closed at ~$144)
      ̶ Airbnb’s market cap was over $85Bn on its first day of trading, surpassing travel giant Booking and competitor Expedia as well as massive
           hotel chains such as Marriott and Hilton
» The future of hotel travel in a pandemic or post-pandemic world has forever changed as vacation home rentals are not just mainstream, but
    provide both a safer alternative and an expanded vacation experience – many more people have discovered this in 2020
» In the work-from-home as new-normal environment, vacation home rental demand has increased and renters are renting for longer periods of
    time
» Traditional hotels and resorts have struggled during 2020, with major hotel brands index value trading down 14% in 2020 1
» Airbnb’s scale v. competitors could provide significant advantages as some industry forecasts don’t expect hotel demand to fully return until 2023
      ̶ Airbnb already has the largest platform for room listings of its many competitors, including significant size advantages over more traditional
           hotel room providers

Airbnb Stock Performance since IPO                                                                      Analyst Coverage and Key Stats
                                                          Mkt. Cap          $96.0Bn
 90MM
                  Shares open                             EV / LTM Rev          29.9x
                                                                                            $210
                                                                                                          “business
                                                                                                           We see Airbnb (ABNB) as an attractive
                                                                                                                    with strong tailwinds from
                                                                                                                                                 “substitution
                                                                                                                                                    Category creator and leader, driving
                                                                                                                                                               effect in lodging… Only
                  trading at $146                                                                                                                   “                                      “
 75MM                                                                                       $180             consumer behavior changes toward                         valuation holds us back from a more
                                                                                                             alternative accommodations                               constructive view
                                                                                            $150
 60MM
                                                        Shares now trade                    $120
                   Raises $3.5Bn in IPO                 above $160
 45MM
                   priced at $68.00/share
                                                                                            $90
 30MM                                                                                                          4 MM+                                       220                            ~100,000
                                                                                            $60
                                                                                                                     Hosts                             Countries                               Cities
 15MM                                                                                       $30
                                                                                                                            5.6 MM                                    825 MM+
     -
     12/10/20      12/20/20            12/30/20              1/9/21             1/19/21
                                                                                            -                            Active Listings                         Total Guest Arrivals
                  Sources: Euromonitor, Wayfair Q2 ‘20 Investor Presentation, Wall Street Research. Stock data as of 1/20/21.
                  1)    Index comprised of: Hilton Worldwide Holdings, Host Hotels & Resorts, Hyatt Hotels, InterContinental Hotels Group, Marriott International, and Red Lion Hotels.                 18
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Sector Spotlight: The Return to the Great Outdoors
                                  Sports and Outdoors Companies Have Seen a Big Uptick In Growth During 2020

          OUTDOOR RETAILERS                     120%
                                                100%                                                                                                                    99%
99% 2020 Share Price Performance
                                                  80%
                                                  60%
                                                                                                                                                                        66%

                                                  40%
                                                  20%
                                                                                                                                                                        15%
         OUTDOOR BRANDS                            0%
                                                 -20%
66% 2020 Share Price Performance
                                                 -40%
                                                 -60%
                                                 -80%
                                                    January February March     April     May      June     July      August September October NovemberDecember

                                                                     Outdoor Retailers             Outdoor Brands                  S&P 500

                        Continued Shift in Consumer Spending Away from Legacy Entertainment to Outdoor Activities

       CYCLING                              PADDLE SPORTS                        GOLFING                            CAMPING                   BIRD WATCHING

    +63%                                     +56%                            +51%                                 +31%                         +22%
   YoY Sales Increase                       YoY Sales Increase               YoY Sales Increase               YoY Sales Increase              YoY Sales Increase

                  Source: S&P Capital IQ as of 12/30/2020.                                                                                                         19
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
The Great Outdoors Revival: Significant Activity & Consolidation Across the Sector
» Like many segments of the economy, March-May 2020 was a challenging time as outdoor manufacturers faced severe downturns in demand
      leading to immediate lower cash positions throughout this period of shelter-in-place
»     As the initial phase of lockdowns were lifted and Spring became Summer, a surge of renewed interest in outdoors and recreation activities
      followed
»     Consumer dollars followed too, with bicycle sales reaching $697MM, golf equipment sales reaching $661MM, and camping sales reaching
      $605MM during this period
»     Furthermore, over $1.5Bn in total transaction value underscored the strategic activity across outdoor recreation in 2020

Selected 2020 Outdoor Recreation M&A and Financing Activity
             Archery          Outdoor Gear            Boating         RV Dealerships     Fishing Bait    RV Dealerships      Fishing DTC           Footwear            RV         Hunting Brands
             Products                               Manufacturer                        Manufacturer                                              Accessories      Marketplace

                 3/6                4/14                     4/23          5/19                 5/27          6/30              7/28                 9/22              10/21           11/16

    Heavy-duty          Baseball         Outdoor Audio            Bicycle          Firearms       Sporting Goods     Athletic          Technical         Ammunition RV Dealerships
     Footwear          Equipment                                Manufacturer      Accessories        Retailer        Apparel           Outerwear        Manufacturing

                                                                                                                                                         (Select Assets)
      1/20                3/9                  4/21                 4/28             5/22              6/1            7/14                 8/20                 9/28           11/12

                        Source: S&P Capital IQ, Pitchbook.                                                                                                                                     20
MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS
Selected 2020 M&A and Financing Activity
M&A Transactions ($MM)                                                              Financings ($MM)

 Ann.                                                                  Enterprise    Ann.
            Acquirer                         Target                                             Investor   Target   Amount
 Date                                                                    Value       Date

 10/30                                                                  $1,500       11/12                           $275

 10/13                                                                    NA         10/28                           $100

 9/29                                                                    $420        10/21                          $100+

  9/8                                                                    $425        10/8                            $200

  8/3                                                                    $252        9/23                            $100

 6/10                                                                   $7,521       9/11                            $85

 5/28                                                                    $280        9/10                            $33

 5/13                                                                    $190        8/13                            $350

 3/25                                                                    $120         7/1                            $453

 2/24                                                                   $7,100       4/29                            $128

 2/13                                                                   $4,050       3/10                            $60

             Sources: Capital IQ, Pitchbook, company press releases.                                                         21
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Top 10 Leaders in Private Funding Raised-to-Date
 Company                    Headquarters                       Founded   Amt. Raised ($MM)(1)   Company Description

                                                                                                Operator of an online real estate marketplace
                          San Francisco, CA                     2014            $4,395
                                                                                                intended to simplify home buying and selling

                                                                                                Provider of an on-demand goods delivery application
                          San Francisco, CA                     2012            $2,270
                                                                                                designed to order groceries from local stores

                                                                                                Operator of the e-commerce business for all major
                            Jacksonville, FL                    1995            $1,970          professional sports leagues, major media brands and
                                                                                                collegiate and professional team properties

                                                                                                Operator of an online shopping platform designed to
                             Bellevue, WA                       2011            $834
                                                                                                offer a simple way to buy and sell locally

                                                                                                Provider of on-demand delivery services intended to
                           Philadelphia, PA                     2013            $758
                                                                                                offer convenience items

                                                                                                Provider of meetings and events technology that offers
                              McLean, VA                        1999            $702
                                                                                                a marketplace that connects venues with professionals

                             Palo Alto, CA                      2009            $664            Operator of an online home furnishing marketplace

                                                                                                Operator of an online lending marketplace intended to
                            San Carlos, CA                      2012            $646
                                                                                                offer personal loans

                                                                                                Provider of a peer-to-peer, car-sharing marketplace
                          San Francisco, CA                     2009            $612
                                                                                                intended to serve cities across the US and Europe

                                                                                                Provider of an online marketplace designed to trade
                               Detroit, MI                      2015            $565
                                                                                                high-demand and limited-edition sneakers
             Notes:
             Represents U.S. companies.
             Sources: Pitchbook, LinkedIn, Company Websites.                                                                                          22
             1)    Includes debt and equity financing.
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Selected Active Investors
 Investor Type                    Investor Logos

 Accelerators / Seed

  Venture Capital /
   Private Equity

 Corporate Investors

     Alternative
      Investors

                 Sources: Capital IQ, Pitchbook, Wall Street Research.   23
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Most Active Deal Makers
 Company                  Headquarters                        Number of Deals                        Selected Investments & M&A

                            San Jose, CA                                15
                            Tokyo, Japan                                12
                       Shirebrook, United
                            Kingdom                                     10
                            Seattle, WA                                 10
                           Unterföhring,
                             Germany                                    10
                         Hangzhou, China                                  9
                        Cape Town, South
                              Africa                                      9
                        Northwich, United
                            Kingdom                                       9
                             Chicago, IL                                  7
                          Bentonville, AR                                 7
            Notes:
            Represents investments since 2010 in North America and Europe with the exception of Walmart’s acquisition of Flipkart.   24
            Sources: Capital IQ, Pitchbook, Wall Street Research.
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        25
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Valuation Overview
                                       1                                                 2

                           Marketplace                                         E-commerce

              EV / ’21 Revenue                 9.7x                   EV / ’21 Revenue                 2.5x

            Revenue CAGR ‘20-’22               30.1%                Revenue CAGR ‘20-’22           20.3%

              EV / ’21 EBITDA                  22.1x                  EV / ’21 EBITDA              22.9x

             ’21 EBITDA margin                 8.6%                  ’21 EBITDA margin             7.4%

      Forward multiples continue to be strong as investors remain enthusiastic about marketplace and
      e-commerce companies

            Source: Capital IQ as of 2/5/21.                                                                  26
MARKETPLACE & E-COMMERCE MARKET SUMMARY
Public Offerings Coming Soon
                                               Capital Raised         Latest
      Company                    Status                                                                               Description
                                                  to Date            Valuation

                                                                                       Provider of an online food delivery platform intended to help in ordering
                            Confidentially                                              restaurant meals. The company's platform optimizes food ordering and
                           filed; targeting       $1.7Bn              $7.0Bn           delivery by integrating web and mobile consumers with restaurant tablet-
                           early 2021 IPO 1                                            based point-of-sale order management terminals, enabling customers to
                                                                                        order food across restaurants and get them delivered at their doorstep.

                                                                                        Operator of an on-demand goods delivery application that facilitates the
                             In discussion
                                                                                         delivery of essential goods to busy people and families. The company
                              with banks;
                                                  $2.5Bn              $17.7Bn            offers full-service and in-store shopper services through a network of
                             potential H1
                                                                                       independent shoppers with same-day delivery and pickup service of fresh
                              2021 IPO 1
                                                                                                            groceries and everyday essentials.

                                                                                         Developer of an online clothing retail platform offering thrift shopping
                            Confidentially                                              online while making it mainstream. The company's marketplace allows
                           filed; targeting     $337.8MM             $670.0MM               swapping of old clothes for new ones and selling and buying of
                           early 2021 IPO 2                                            secondhand clothes, enabling customers and fashion enthusiasts to trade
                                                                                                             and shop at discounted rates.

             Notes:
             1) The Guardian, January 2021.                     3)     Bloomberg, October 2020.                                                               27
             2) MarketWatch, September 2020.
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        28
M&A AND FINANCINGS
Precedent M&A Transactions
($MM)
Announced                                                             Enterprise    EV / Revenue    EV / EBITDA
  Date          Acquirer                          Target              Value (EV)    LTM     NTM     LTM    NTM    Target Description
                                                                                                                  Operates an online rental classifieds service, at www.avail.co, for do-it-yourself landlords
 12/17/20                                                                  NA       NA      NA      NA      NA
                                                                                                                  and tenants
                                                                                                                  Operator of a shipping payment e-commerce network intended to connect retailers with
 12/2/20                                                                   NA       NA      NA      NA      NA
                                                                                                                  consumers
                                                                                                                  Provider of food preparing and delivery services intended to offer a perfect balance of
 11/23/20                                                                  $277     1.8 x   2.7 x   NA      NA
                                                                                                                  nutrition and taste to enhance mind and body performance
                                                                                                                  Provider of a weekly subscription service intended to offer fresh, chef-cooked meals that
 10/30/20                                                                  $1,500   NA      4.2 x   NA      NA
                                                                                                                  can be heated and served directly to customers' doors
            Broadband Capital
 10/13/20                                                                   $70     NA      NA      NA      NA    Provider of online retail platform intended to sell indoor and outdoor gardening products
               Investments
                                                                                                                  99designs is an operator of a global creative platform intended to connect designers and
 10/5/20                                                                   NA       NA      NA      NA      NA
                                                                                                                  businesses

 10/2/20                                                                   $300     0.5 x   NA      NA      NA    Operator of an online retail platform selling food and grocery products

                                                                                                                  Provider of an online marketplace for bikes intended to help make extra cash by sharing the
 9/29/20                                                                   NA       NA      NA      NA      NA
                                                                                                                  vehicle

 9/23/20                                                                   NA       NA      NA      NA      NA    Operator of a website intended to provide dog food and accessories

  9/8/20                                                                   NA       NA      NA      NA      NA    Developer of an e-commerce platform designed for auto part industry

                                                                                                                  Operator of an e-commerce platform for high-design furniture and accessories for the office
  9/1/20                                                                   NA       NA      NA      NA      NA
                                                                                                                  and home

  8/3/20                                                                   $210     NA      NA      NA      NA    Provider of an online shopping platform designed to sell household appliances

                                                                                                                  Developer of a direct-to-consumer software system that connects breweries and consumers
 7/27/20                                                                   NA       NA      NA      NA      NA
                                                                                                                  through a mobile marketplace

 10/13/20                                                                  NA       NA      NA      NA      NA    Operator of an online marketplace designed to retail shoes and related accessories

                                                                                                                  Designer and provider of an online shopping platform designed to offer ways to shop the
 10/2/20                                                                    NA      NA      NA      NA      NA
                                                                                                                  latest trends in menswear and women's wear
                                                                                                                  Operator of a digital coupon marketplace, intended to offer a savings destination which
 9/29/20                                                                   $420     NA      NA      NA      NA
                                                                                                                  connects consumers with retailers, restaurants and brands, both online and in-store
                                                                                                                  Direct-to-consumer contact lens retailer offering easy, convenient and hassle-free
 9/23/20                                                                    NA      NA      NA      NA      NA
                                                                                                                  replacement of contact lenses of the most popular brands at competitive prices
                                                                                                                  Operator of an online marketplace intended to make wholesale automotive deals simple
  9/8/20                                                                   $425     NA      NA      NA      NA
                                                                                                                  and transparent
                                                                                                                  Operator and retailer of a personalized products online marketplace intended to aspire,
  9/1/20                                                                    NA      NA      NA      NA      NA
                                                                                                                  inspire, motivate
                                                                                                                  Provider of online and catalog retail services intended to provide direct-to-consumer
 8/28/20                                                                   $250     NA      NA      NA      NA
                                                                                                                  service

                 Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                    29
M&A AND FINANCINGS
Precedent M&A Transactions (cont’d)
($MM)
Announced                                                         Enterprise    EV / Revenue            EV / EBITDA
  Date      Acquirer                          Target              Value (EV)    LTM         NTM        LTM      NTM      Target Description

 8/24/20                                                                $16     1.2 x       NA         NA       NA       An e-commerce brand in the health and personal wellness category

  8/3/20                                                               $252     NA          NA         NA       NA       Online retailer of gifting products

                                                                                                                         Developer of a digital marketplace and platform intended to help in scheduling on-demand
 7/27/20                                                                NA      NA          NA         NA       NA
                                                                                                                         pet care
                                                                                                                         Developer of an interactive gym designed to bring the essential components of a studio
 6/29/20                                                               $500     NA          NA         NA       NA
                                                                                                                         workout at home
                                                                                                                         Operator of an online marketplace intended to provide high-quality stock media at a
 6/25/20                                                                                Confidential
                                                                                                                         fraction of the cost
                                                                                                                         Provider of an online shopping platform designed to offer a range of beauty and personal
 6/23/20                                                                NA      NA          NA         NA       NA
                                                                                                                         care products, food products, household and kitchen products and stationery
                                                                                                                         Operator of an online clothing retail store that providing womens clothing and fashion
 6/17/20                                                                NA      NA          NA         NA       NA
                                                                                                                         products

  6/1/20                                                               $7,521   5.6 x       4.7 x      NM       NM       Provides an online takeout food platform for diners through over 50,000 restaurant partners

 5/28/20                                                               $280     8.1 x       NA         NA       NA       Provider of an online database for internet graphics

 5/27/20                                                                NA      NA          NA         NA       NA       Retailer of nutritional supplements and fitness-related products

                                                                                                                         Operator of an online real estate marketplace that allows for the search, listing and
 5/13/20                                                               $190     3.3 x       NA         NA       NA
                                                                                                                         transacting of properties online
                                                                                                                         Operator of an online design marketplace intended to sell ready-to-use design content
 4/30/20                                                                NA      NA          NA         NA       NA
                                                                                                                         from independent creators around the world

 3/25/20                                                               $120     NA          NA         NA       NA       Developer of a mobile platform designed to facilitate buying and selling of local goods

                                                                                                                         Developer of financial education and recommendation platform intended to offer free
 2/24/20                                                               $525     2.5 x       2.4 x      37.2 x   25.8 x
                                                                                                                         credit scores and reports with monitoring

 2/24/20                                                                NA      NA          NA         NA       NA       Operator of a real estate marketplace platform based in Seattle, Washington

 2/13/20                                                                NA      NA          NA         NA       NA       Operator of an online marketplace for buying and selling highly valued items

                                                                                                                         Developer of ticketing software and solutions intended to bring the joy of live shows to
 2/13/20                                                               $4,050   NA          NA         NA       NA
                                                                                                                         fans globally

 2/11/20                                                               $485     2.3 x       NA         NM       NA       Provider of online marketplace for connecting people seeking care services

 1/27/20                                                                NA      NA          NA         NA       NA       Operator of an online store focused on selling indie and vintage-inspired women's clothing

 10/31/19                                                               NA      NA          NA         NA       NA       Operator of an e-commerce website intended to offer apparel, shoes and accessories

             Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                               30
M&A AND FINANCINGS
Precedent M&A Transactions (cont’d)
($MM)
Announced                                                         Enterprise    EV / Revenue        EV / EBITDA
  Date      Acquirer                          Target              Value (EV)    LTM      NTM       LTM     NTM      Target Description

 10/15/19                                                               NA      NA       NA        NA       NA      Operator of an online platform intended to provide customizable products for weddings

 10/10/19                                                              $100              Confidential               Provider of online photography services and photo products

                                                                                                                    Operator of an e-commerce website offering ergonomic home and office furniture
 8/29/19                                                                $35     0.6 x    NA        NA       NA
                                                                                                                    intended to create energizing spaces

 8/21/19                                                               $275     NA       NA        NA       NA      Provider of an online marketplace designed for new, used and vintage music gear

                                                                                                                    Provider of an online marketplace intended to offer a range of sports apparel and
  8/6/19                                                                NA      NA       NA        NA       NA
                                                                                                                    accessories

  8/2/19                                                                $18     NA       NA        NA       NA      Retailer of engraved, monogrammed or custom-made gifts online

                                                                                                                    Manufacturer and retailer of intimate apparel intended to offer comfortable
 7/31/19                                                               $140     NA       NA        NA       NA
                                                                                                                    undergarments for women
                                                                                                                    Operator of online retail hunting and outdoor apparel shop headquartered in Franklin,
  7/9/19                                                                NA      NA       NA        NA       NA
                                                                                                                    Tennessee
                                                                                                                    Manufacturer and retailer of photo-based products and services for customers in the United
 6/10/19                                                               $2,751   NA       NA        NA       NA
                                                                                                                    States through its portfolio of brands
                                                                                                                    Provider of online photo services enabling the users of film cameras, digital cameras and
 6/10/19                                                                NA      NA       NA        NA       NA
                                                                                                                    camera phones to share, print and store their photos online

 6/13/19                                                               $160     NA       NA        NA       NA      Operator of an online marketplace intended to offer various deals on retail stores

                                                                                                                    Provider of an online marketplace designed for live auctions of collectibles, antiques and
 5/21/19                                                                NA      NA       NA        NA       NA
                                                                                                                    fine art
                                                                                                                    Operator of an e-commerce platform designed to offer exclusive editions of artwork by
  5/1/19                                                                NA      NA       NA        NA       NA
                                                                                                                    prominent contemporary artists
                                                                                                                    Provider of an online platform intended to help users feel good and inspire them to do
  4/4/19                                                               $750     1.9 x    NA        NA       NA
                                                                                                                    good as well
                                                                                                                    Provider of an online platform intended to offer a range of health, wellness and safety
 2/22/19                                                                NA      NA       NA        NA       NA
                                                                                                                    products for infants, toddlers and parents
                                                                                                                    Operater of digital marketplaces specializing in the digital marketplaces and automotive
 2/15/19                                                               $6,368   10.3 x   9.4 x    23.1 x   17.9 x
                                                                                                                    sectors

 2/15/19                                                                NA      NA       NA        NA       NA      Provider of an online platform designed to sell wall art and decorative items

                                                                                                                    Provider of an online retail platform intended to offer food products especially frozen
 2/11/19                                                                NA      NA       NA        NA       NA
                                                                                                                    meals
                                                                                                                    E-commerce destination for home furnishings, appliances, furniture, home goods and
 1/18/19                                                                $5      0.1 x    NA        2.4 x    NA
                                                                                                                    related products
                                                                                                                    Provider of an online interior designing marketplace designed to exhibit and sell
 1/16/19                                                                NA      NA       NA        NA       NA
                                                                                                                    furnishings and home decors

             Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                          31
M&A AND FINANCINGS
Precedent M&A Transactions (cont’d)
($MM)
Announced                                                                  Enterprise   EV / Revenue     EV / EBITDA
   Date              Acquirer                          Target              Value (EV)   LTM     NTM     LTM     NTM      Target Description
                                                                                                                         Provider of an online e-commerce marketplace created to sell premium sneakers and
  1/4/19                                                                        $250    NA      NA      NA       NA
                                                                                                                         streetwear content

Summary Statistics
Mean                                                                                    3.3x     5.5x   20.9x    21.9x

Median                                                                                  2.3x     4.7x   23.1x    21.9x

                      Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                32
M&A AND FINANCINGS
Precedent Financings
($MM)
Announced                                                               Amount     Total   Enterprise
  Date      Investor                          Target                   Invested   Raised   Value (EV)   Target Description
                                                                                                        Operator of an online marketplace designed to offer access to the global network of fully finished
 12/22/20                                                               $100      $145        $175
                                                                                                        apartments

 12/15/20                                                                $40       $40        NA        Developer of an online platform for boutique products based in Lehi, Utah

                                                                                                        Provider of an online marketplace created to offer healthcare practice loans and commercial real estate
 12/15/20                                                                $34       $38        NA
                                                                                                        mortgages

 11/13/20                                                                $72      $273        NA        Operator of a learning platform intended to connect students all over the world to the best instructors

 11/12/20                                                               $275      $565       $2,800     Provider of an online marketplace designed to trade high-demand and limited edition sneakers

                                                                                                        Provider of an online health and beauty marketplace designed to offers a robust catalog directly to
 11/9/20                                                                $250      $323        NA
                                                                                                        consumers

 10/28/20                                                               $100      $621        $750      Operator of an online renting platform intended to revolutionize the accessories and dressing industry

 10/21/20                                                               $100      $164        NA        Provider of online peer-to-peer recreational vehicle rental services

                                                                                                        Operator of an on-demand goods delivery application intended to facilitate the delivery of essential
 10/8/20                                                                $200      $2,470    $17,500
                                                                                                        goods to busy people and families
                                                                                                        Developer of a digitized online mortgage lending platform designed to democratize the home-financing
 10/5/20                                                                $200      $454       $4,000
                                                                                                        ecosystem
                                                                                                        Developer of an online food marketplace platform intended to deliver farm-fresh food to doors all across
 10/5/20                                                                 $60      $166        $450
                                                                                                        the United States

 9/23/20                                                                $100      $290       $1,750     Provider of an online footwear marketplace intended to buy and sell sneakers online

 9/17/20                                                                $380      $1,280     $3,520     Operator of a learning platform intended to connect students all over the world to the best instructors

                                                                                                        Developer of an online retail platform designed to provide consumers with well-designed, quality
 9/11/20                                                                 $85      $145        $635
                                                                                                        clothing and accessories at an approachable price point
                                                                                                        Operator of an online marketplace for home furniture and home decor items designed to help people to
 9/10/20                                                                 $33       $65        $108
                                                                                                        buy and sell chic furnishings in an easy-to-use online marketplace

  9/9/20                                                                 $12       $28        NA        Provider of an online marketplace for trading used bicycles and cycling accessories

                                                                                                        Provider of an online health and beauty marketplace designed to offers a robust catalog directly to
  9/3/20                                                                 $40       $73        NA
                                                                                                        consumers

 8/27/20                                                                 $39       $62        NA        Operator of an e-commerce platform intended to sell secondhand luxury bags

 8/17/20                                                                 $35       $84        $635      Operator of an online Chinese supermarket intended to offer authentic gourmet delicacies from Asia

 8/13/20                                                                $350      $1,970     $6,200     Operator of a multi-channel sports merchandise retailer

             Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                           33
M&A AND FINANCINGS
Precedent Financings (cont’d)
($MM)
Announced                                                               Amount     Total   Enterprise
  Date      Investor                          Target                   Invested   Raised   Value (EV)   Target Description
  7/1/20                                                                $453      $834        NA        Operator of an online shopping platform designed to offer a simple way to buy and sell locally

                                                                                                        Operator of an online shopping platform intended to offer wholesale club experience for modern
 6/30/20                                                                 $30      $274        $400
                                                                                                        shoppers

 5/14/20                                                                 $15       $73        $120      Operator of an e-commerce platform and offline stores intended to offer secondhand luxury handbags

 4/29/20                                                                $128      $290       $1,328     Provider of an online marketplace designed to trade high-demand and limited edition sneakers

                                                                                                        Operator of an online marketplace intended to provide information on residential properties and rented
 3/10/20                                                                 $60      $150        $400
                                                                                                        workspace
                                                                                                        Operator of an online marketplace designed to offer access to the global network of fully finished
  2/6/20                                                                 $30       $45        $95
                                                                                                        apartments

  2/5/20                                                                 $17       $25        $38       Provider of an online retail platform designed to facilitate both offline and online shopping for customers

                                                                                                        Developer of an e-commerce platform designed to change the way people discover and shop for designer
 1/31/20                                                                $100      $420        $775
                                                                                                        fashion
                                                                                                        Developer of an online marketplace built on pioneering technology intended to connect today's dynamic
 1/31/20                                                                 $17       $23        $67
                                                                                                        workforce with companies facing increasingly complex staffing requirements
                                                                                                        Developer of an online flower delivery platform designed to connect farms and a curated network of
 1/30/20                                                                 $16       $74        $126
                                                                                                        artisan florists directly to consumers

 12/9/19                                                                 $10       $12        NA        Developer of an online marketplace platform designed to offer products for home decoration

 12/2/19                                                                 $40       $61        $440      Developer of an online shopping platform designed to help women rediscover fashion

 11/18/19                                                                $16       $26        $84       Operator of an online retail platform intended to sell meat and seafood products

 11/6/19                                                                 $16       $27        $46       Provider of an online marketplace intended to offer and help users browse commercial spaces

 10/2/19                                                                 $35       $49        $400      Operator of an online retail platform intended to provide professional clothing for women

                                                                                                        Developer of a lifestyle membership platform designed to provide women with products from premium
  9/1/19                                                                 $80       $89        $930
                                                                                                        and emerging brands

 8/26/19                                                                $100      $112        NA        Operator of an online retail platform intended to sell bedding textiles

                                                                                                        Developer of an online clothing retail platform designed to offer thrift shopping online while making it
 8/21/19                                                                $175      $338        $670
                                                                                                        mainstream
                                                                                                        Developer of an online marketplace designed to transform the way the meetings are booked to benefit
 8/20/19                                                                 $50       $56        NA
                                                                                                        event planners and hoteliers

  8/6/19                                                                 $40       $40        NA        Provider of an online ticketing marketplace to buy and sell tickets

             Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                          34
M&A AND FINANCINGS
Precedent Financings (cont’d)
($MM)
Announced                                                               Amount     Total   Enterprise
  Date      Investor                          Target                   Invested   Raised   Value (EV)   Target Description
  8/1/19                                                                $300      $1,800    $11,200     Operator of a mobile e-commerce platform designed to make affordable products accessible to everyone

  7/5/19                                                                 $14       $23        $59       Developer of a retail platform intended to bring modern brick-and-mortar shopping experience online

                                                                                                        Developer of an online kids shopping platform intended to help kids to be socially responsible and make
 6/26/19                                                                 $15       $28        $55
                                                                                                        an impact

 6/25/19                                                                $150      $424       $1,700     Provider of an online marketplace designed to hire workers and offer local services

                                                                                                        Operator of an online luxury footwear platform intended to offer branded shoes and other fashion
 6/17/19                                                                 $50       $90        $165
                                                                                                        apparel and accessories
                                                                                                        Operator of an e-commerce platform intended to be used for the wholesale ordering of professional
 5/14/19                                                                 $25       $31        $95
                                                                                                        grade supplements

  5/7/19                                                                 $43       $64        $193      Developer of an online marketplace designed to provide warehousing spaces on-demand

 4/15/19                                                                 $25       $48        $110      Operator of an online marketplace intended to make wholesale automotive deals simple and transparent

                                                                                                        Developer of a shopping platform aimed to connect consumers to the items and brands that match their
 4/12/19                                                                 $20       $31        $100
                                                                                                        preferences

 4/10/19                                                                $181      $303        $511      Provider of an online car marketplace designed to simplify the process of buying and selling cars

  4/9/19                                                                 $12       $22        $80       Developer of an online mobile shopping application designed to purchase items directly from retailers

  4/1/19                                                                 $29       $54        NA        Provider of an online marketplace intended to sell pre-owned luxury goods

 3/22/19                                                                 $50      $338       $1,050     The RealReal Inc provides online marketplace for authenticated and consigned luxury goods

                                                                                                        Developer of an online renting platform intended to revolutionize the accessories and dressing retail
 3/21/19                                                                $125      $521       $1,000
                                                                                                        industry
                                                                                                        Developer of a mobile commerce and digital marketing platform designed to connect merchants in the
 2/28/19                                                                 $20       $29        $95
                                                                                                        retail fueling industry to their consumers
                                                                                                        Developer of an online wholesale fashion platform designed to improve the entire wholesale buying
 2/13/19                                                                 $16       $36        $326
                                                                                                        process

  2/7/19                                                                 $80      $252        $520      Provider of an online marketplace intended to offer rare and luxury products

                                                                                                        Developer of an online apparel and accessories platform designed to bridge the gap between luxury
  2/5/19                                                                 $30       $45        $124
                                                                                                        goods and affordable fashion
                                                                                                        Developer of an online marketplace designed to simplify the leasing process of small to medium-sized
 1/17/19                                                                 $15       $23        $60
                                                                                                        office spaces

  1/1/19                                                                 $18       $22        $53       Developer of an online platform designed to offer seafood

             Sources: Capital IQ, Pitchbook, company press releases.                                                                                                                                            35
I.   GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

                                                        36
APPENDIX – PUBLIC COMPANY VALUATIONS
($MM, except per share data)

                                            Stock Price     Market        Cash &         Total      Enterprise     EV / Revenue              EV / EBITDA             Revenue Growth            EBITDA Margin
Company                                      2/5/2021         Cap       ST. Invest.      Debt       Value (EV)   CY21E      CY22E         CY21E       CY22E        21E/20A    22E/21E        CY21E         CY22E
Marketplaces
Alibaba Group Holding Limited                   $265.67      $718,664       $70,790       $22,676     $691,511       5.0x          4.2x      18.0x         15.1x        40%           19%        28%            28%
Airbnb                                          $195.31      $115,867        $4,495        $2,282     $113,654      25.4x         18.6x        NM            NM         37%           37%         0%            10%
Uber Technologies                                $58.58      $103,322        $7,286       $10,073     $107,349       6.1x          4.6x        NM            NM         43%           31%        (2%)            7%
MercadoLibre                                  $1,918.13       $95,657        $2,664        $1,465      $94,458      17.2x         12.3x        NM            NM         44%           40%         6%             9%
eBay Inc.                                        $62.23       $42,898        $3,826        $8,143      $47,215       4.0x          3.7x      11.3x         10.3x        17%            6%        35%            36%
Delivery Hero SE                                $158.55       $33,095        $2,903        $1,976      $32,166       5.9x          4.2x        NM            NM         77%           41%        (9%)           (0%)
Etsy                                            $231.12       $29,142        $1,525        $1,110      $28,728      15.8x         13.0x        NM          43.3x        12%           21%        28%            30%
Copart                                          $119.39       $28,192          $606          $526      $28,112      10.5x          9.6x      23.5x         20.8x        16%            9%        45%            46%
Farfetch Limited                                 $66.51       $22,587          $757          $621      $22,615      10.2x          7.9x        NM            NM         34%           29%         2%             7%
Carvana Co.                                     $288.15       $20,337          $286        $1,414      $21,996       2.8x          2.0x        NM            NM         47%           37%        (0%)            2%
Lyft                                             $53.12       $16,867        $2,453        $1,025      $15,438       4.6x          3.4x        NM            NM         42%           36%        (8%)            4%
Just Eat Takeaway.com N.V.                      $109.30       $16,265          $591          $641      $16,320       4.6x          3.8x        NM          28.3x        22%           23%         9%            13%
Fiverr International Ltd.                       $274.29        $9,632          $214            $5       $9,423      36.3x         27.3x        NM            NM         38%           33%        10%            16%
Stitch Fix                                       $82.06        $8,605          $388          $166       $8,382       3.6x          3.1x        NM            NM         28%           15%         1%             3%
Grubhub Inc.                                     $72.54        $6,728          $413          $615       $6,931       3.2x          2.8x      42.8x         24.2x        20%           14%         7%            11%
Upwork Inc.                                      $51.59        $6,298          $155           $37       $6,180      14.2x         12.0x        NM            NM         19%           19%         3%             6%
Vroom                                            $46.71        $6,084        $1,161          $264       $5,186       2.1x          1.3x        NM            NM         85%           58%        (7%)           (3%)
Poshmark                                         $69.21        $5,076            $0            $0       $5,076      13.9x         10.4x        NM            NM         35%           34%        (6%)            1%
Shutterstock                                     $70.91        $2,597          $383           $43       $2,257       3.2x          3.0x      15.0x         12.9x         7%            8%        21%            23%
The RealReal                                     $24.06        $2,131          $395          $275       $2,011       4.8x          3.9x        NM            NM         36%           25%         NM           (11%)
Summary Statistics
Mean                                                                                                                 9.7x          7.6x      22.1x         22.1x        35%           27%             9%       12%
Median                                                                                                               5.5x          4.2x      18.0x         20.8x        35%           27%            3%         8%

E-Commerce
Amazon.com                                    $3,352.15    $1,688,025       $84,396     $101,229    $1,704,858       3.6x          3.1x      23.5x         18.9x        24%           17%        15%           16%
JD.com                                           $96.64      $149,780       $17,894       $5,002      $140,499       1.0x          0.8x      30.8x         21.6x        23%           21%         3%            4%
Zalando SE                                      $118.49       $29,838        $3,161       $2,087       $28,763       2.5x          2.2x      36.1x         28.1x        17%           18%         7%            8%
Wayfair Inc.                                    $289.30       $29,780        $2,557       $3,832       $31,055       1.9x          1.6x      43.6x         30.2x        13%           19%         4%            5%
Ocado Group plc                                  $38.55       $28,458        $1,605       $1,363       $28,245       7.6x          6.5x        NM            NM         18%           17%         4%            6%
Vipshop Holdings Limited                         $33.10       $22,419        $2,037         $596       $21,086       1.2x          1.0x      15.4x         13.2x        19%           11%         7%            8%
ContextLogic Inc.                                $28.60       $16,788        $1,094          $49       $15,743       5.0x          4.1x        NM            NM         27%           22%        (3%)           1%
Rakuten                                          $10.47       $14,250       $30,491      $20,319        $4,273       0.3x          0.2x       3.9x          2.0x         9%           11%         7%           13%
ZOZO                                             $33.99       $10,380          $413         $194       $10,162       7.0x          6.5x      23.1x         21.0x         9%            7%        30%           31%
ASOS Plc                                         $67.26        $6,699          $545         $418        $6,573       1.2x          1.0x      13.0x         13.0x        26%           20%         9%            8%
boohoo group plc                                  $5.01        $6,252          $461          $18        $5,811       2.3x          1.6x      21.8x         17.5x        33%           40%        11%            9%
Zur Rose Group AG                               $528.25        $5,530          $273         $553        $5,810       2.7x          1.9x        NM            NM         22%           41%         0%            3%
Shop Apotheke Europe N.V.                       $279.08        $5,005          $184         $200        $5,021       3.5x          2.6x        NM            NM         22%           33%         2%            3%
AO World plc                                      $4.60        $2,172          $110         $137        $2,197       0.9x          0.8x      21.1x         16.7x        19%            8%         4%            5%
1-800-FLOWERS.COM                                $31.69        $2,055          $371         $278        $1,963       1.0x          1.0x      10.1x         10.1x        16%           (0%)       10%           10%
Boozt AB (publ)                                  $22.64        $1,442          $118          $81        $1,405       2.3x          2.0x      27.5x         21.5x        16%           16%         8%            9%
Kogan.com Ltd                                    $13.23        $1,398          $101           $2        $1,299       2.0x          1.7x        NM          15.2x        32%           16%         4%           11%
Westwing Group AG                                $48.32          $971          $107          $35          $895       1.5x          1.2x      21.8x         17.5x        12%           22%         7%            7%
home24 SE                                        $30.61          $808           $59          $42          $774       1.1x          0.9x      38.9x         33.9x        15%           22%         3%            3%
PetMed Express                                   $34.79          $699          $107           $0          $593       1.8x          1.8x      13.3x         12.6x         4%            3%        14%           14%
Summary Statistics
Mean                                                                                                                 2.5x          2.1x      22.9x         18.3x        19%           18%            7%            9%
Median                                                                                                               2.0x          1.7x      21.8x         17.5x        18%           17%            7%            8%

                            Sources: Capital IQ, Wall Street Estimates. Multiples 50x considered NM.                                                                                                      37
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 500 professionals in 25 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.

DISCLAIMER: This report includes logos or other words or devices that may be registered trademarks of their respective owners. Such use is solely for purposes of convenience in referring to the trademark
owners and their products/services. This report and its contents are not endorsed by, sponsored by or affiliated with any trademark owners. GCA Advisors, LLC and its affiliates are not affiliated with any
trademark owner but may provide financial services to one or more trademark owners or their affiliates.
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