TRAVEL & HOSPITALITY TECHNOLOGY SECTOR REPORT - Q3 2020 - GCA Advisors

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TRAVEL & HOSPITALITY TECHNOLOGY SECTOR REPORT - Q3 2020 - GCA Advisors
TRAVEL & HOSPITALITY TECHNOLOGY
SECTOR REPORT
Q3 2020

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TRAVEL & HOSPITALITY TECHNOLOGY SECTOR REPORT - Q3 2020 - GCA Advisors
EXECUTIVE SUMMARY
2020 - A Year Like No Other for the Travel Industry

» Travel in 2020 has looked nothing like the picture anyone could have predicted at the end of 2019
» After a decade of uninterrupted above-GDP growth since the double impact of the financial crisis and swine flu impacted growth in 2009,
   the travel sector has been hit harder than almost any other category by the global pandemic
        ̶     Only 1/3 of global commercial aircraft are in service, and airlines have reported revenue falls of up to 90%

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

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

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

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

» However, within this bleak picture there have already been bright spots of returning demand in areas where “socially distanced” travel is still
   possible
        ̶   Out of city short-term rentals are seeing significant demand – with September occupancy levels in many areas of both North
            America and Europe as high as a typical August
        ̶   “Adventure travel” has seen higher demand since July than the corresponding period in 2019
        ̶   Volumes for outdoor pursuits such as camping, RV sales and RV rentals are at record levels
» Looking ahead, there is significant uncertainty as to the shape of any recovery, but most analysts and commentators expect overall travel
   and tourism to start on a positive trajectory in 2021 and return to 2019 levels within a 3-4 year timeframe
» In the shorter term, the winners will be those companies that can most quickly adapt to the “new normal”, delivering the now-universal
   requirement for safety while still providing an experience travelers are willing to pay for

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TRAVEL & HOSPITALITY TECHNOLOGY SECTOR REPORT - Q3 2020 - GCA Advisors
EXECUTIVE SUMMARY (CONT’D)
2020 YTD Travel & Hospitality Wrap Up
» With the ongoing uncertainty impacting most of the global travel sector, Travel & Hospitality Technology M&A volumes by deal value have
  remained muted. However, deals by number have rebounded close to pre-COVID levels from the multi-year lows seen in Q2
        ̶ Q3 2020 has seen 21 M&A transactions, matching the quarterly average over the last four years, compared to only 12 in Q2 2020
         ̶ Example transactions include Mondee’s acquisition of loyalty platform Rocketrip, Capital One’s purchase of travel booking and
                insurance app Freebird, and Travelport’s sale of Locomote back to the company’s founders
» Financing volumes have remained robust YTD, as larger players raise war chests in order to survive the crisis and smaller players gear up to
  take advantage of the current dislocation
          ̶ Notable financings include Expedia’s $3.2Bn capital raise consisting of $1.2Bn equity from Apollo and Silver Lake and $2Bn debt, and
               Airbnb’s $2Bn financing including $1Bn equity from Silver Lake and Sixth Street Partners, and $1Bn debt from Silver Lake, Apollo,
               Sixth Street and others. Travelport also raised $500MM of additional debt to reinforce its financial stability
           ̶ In Q3, Omio received $100MM in additional funding from existing and new investors including Temasek, Kinnevik, Goldman Sachs,
               NEA and Kleiner Perkins, and Gett received $100MM in additional funding from undisclosed partners
            ̶ In addition, multiple smaller growth rounds successfully completed YTD, including Airside Mobile’s $13MM Series B led by Bain
               Capital, Splyt’s $20MM Series B led by Softbank and Hopper’s $70MM Series E led by Westcap and Inovia
» In the public markets, investors have broadly written off 2020 and are looking to 2021 and beyond for valuation metrics, assuming there will
  at least have been a partial recovery by then. More than half our listed travel universe of companies expect to be EBITDA negative in 2020,
  compared with just 10% in 2019. OTAs have fared the best, with their market cap weighted average stock price down by only 16% YTD, vs
  over 50% for airlines and 35% for airline software providers
             ̶ Additional companies may be in the public markets soon, with Airbnb making its much publicized confidential filing with the SEC in
               August as well as recent speculation around a $3Bn IPO in Q4, and the announcement of two special purpose acquisition companies,
               Go Acquisition Corp. and Altitude Acquisition; raising $500MM and $300MM respectively to acquire a travel related platform

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

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TRAVEL & HOSPITALITY TECHNOLOGY SECTOR REPORT - Q3 2020 - GCA Advisors
GCA’S RECENT TRAVEL & HOSPITALITY TRANSACTIONS

                    GCA is one of the most active advisors to the global Travel & Hospitality ecosystem,
                               with 12 Travel & Hospitality deals globally in the past 2 years

                                                                                                             Israeli
                                                                                                       software company
                                                                                                               sold to

                                                                                                             Chinese
                                                                                                        strategic acquirer
                                                                                                        Advisor to the sellers

  Outdoor activities      Aircraft maintenance   Middle-office software    Student travel services    Hotel mobile booking          Vacation rental
 technology platform               ERP             for travel agents                                 and payments platform             platform

September 2020              June 2020            December 2019             November 2019                May 2019                 December 2018

 High-end experiential      Corporate travel     Vehicle rental platform    Largest OTA in Saudi        Leading UK travel         OTA for cruise sector
         OTA                    services                                           Arabia              agent marketplace

 October 2018               May 2018                 July 2018                June 2018                 June 2018                   May 2018

                                                                                                                                                      4
TRAVEL & HOSPITALITY TECHNOLOGY SECTOR REPORT - Q3 2020 - GCA Advisors
THE LEADING GLOBAL ADVISOR TO THE TRAVEL & HOSPITALITY ECOSYSTEM

Report Authors                          Global Travel & Hospitality Coverage Team

   Rupert Sadler        Chris Gough       Kevin Walsh      Glen Kruger     Sascha Pfeiffer    Raymond Frojd    Christopher Jones     Adrian Reed
     RSadler              CGough            KWalsh           GKruger        Sascha.Pfeiffer    Raymond.Frojd    Christopher.Jones    Adrian.Reed
  @GCAGlobal.com       @GCAGlobal.com    @GCAGlobal.com   @GCAGlobal.com   @GCAAltium.com     @GCAAltium.com    @GCAAltium.com      @GCAAltium.com
Key Sub-Sector Coverage

                   Online Travel                          Training & Maintenance                               Short Term Rental

        Airline & Airport Software                              Travel Services                                 Corporate Travel

            Hotel Management                       Destination & Experience Management                         Events Management
The Leading Advisor in Travel & Hospitality Tech Ecosystem

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TRAVEL & HOSPITALITY TECHNOLOGY SECTOR REPORT - Q3 2020 - GCA Advisors
CASE STUDY: SALE OF BERGFEX TO RUSSMEDIA EQUITY PARTNERS

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

                   Background                                                  Transaction Summary
                   » bergfex is the #1 tourism platform for outdoor            » GCA supported bergfex on all aspects of the transaction including
                      activities in the Alpine region, monetized through         marketing document preparation, due diligence process
                      three attractive revenue channels (Apps, Online            coordination and SPA/SHA negotiations
                      Marketing, Hotels) with a founder-led management
TRANSACTION DATE      team that has outperformed the market for >20 years      » Process was almost “fully-digital” during Due Diligence due to
September 2020                                                                   COVID-19, including expert sessions and management
                   » Most-visited website in Austria and top 20 in Germany       presentations
DEAL TYPE             with >250m yearly visits (100% unpaid traffic), with a
M&A                   strong brand and customer base, >9x more traffic         » Having received inbound interest and 6 indicative offers, GCA ran a
                      than the closest competitor thanks to most                 professional process, which resulted in 5 parties in the second
                      comprehensive and accurate data offering for               round and a highly attractive binding offer
                      outdoor sports (ski, tours, weather info)
                                                                               » Giving the bidder the impression of a highly competitive process
                   » Media companies presented themselves as the most            was key for a substantial valuation increase in the final negotiation
                      logical buyer given high synergy potential in online       rounds
                      marketing and web development (AB-testing and
                      support of developers within the larger group)           » Russmedia Equity Partners emerged as the most successful bidder
                                                                                 due to higher speed and the clearest vision for the company's
                   » The company was founded in 1999 and is based in             future and thus won the process
                      Graz, Austria
                                                                               » In a first step, the buyer acquired a significant majority, with a
                                                                                 put/call mechanism for the remainder of the shares in place

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TRAVEL & HOSPITALITY TECHNOLOGY SECTOR REPORT - Q3 2020 - GCA Advisors
CASE STUDY: SALE OF FLIGHTDOCS TO AIRCRAFT TECHNICAL PUBLISHERS (ATP)

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

                   Background                                                  Transaction Summary
                   » Flightdocs provides maintenance tracking, flight          » GCA acted as exclusive advisor throughout the entire process,
                      operations, and inventory management software to           helping establish the company’s operating model, forward
                      the business aviation sector, serving leading              projections and marketing message, ultimately guiding Flightdocs
                      corporations, air charters, air medical organizations,     through all stages of diligence
TRANSACTION DATE      government agencies, fractional carriers and aircraft
June 2020             management companies                                     » After a highly competitive process that produced numerous bids,
                                                                                 Aircraft Technical Publishers (ATP), an aircraft technical
DEAL TYPE          » Founded in 2003, Flightdocs has grown to be the             publications and regulatory information provider, was selected on
Sell-side M&A         second largest provider of aircraft maintenance            the strength of its offer and its strategic vision, especially driven by
                      tracking and inventory management solutions within         a highly complementary product suite across the aviation
                      business aviation. The company's long-standing             maintenance / operations lifecycle
                      reputation for revolutionary software and best-in-
                      class support has made Flightdocs the number one         » Having acquired ATP in September 2015, Chicago-based private
                      choice for flight departments around the world             equity firm ParkerGale will retain significant ownership in the
                                                                                 combined entity; Accel-KKR also invested both equity and debt
                                                                                 capital in the transaction

                                                                               » The combination of ATP and Flightdocs creates one of the largest
                                                                                 providers of software solutions and information services within the
                                                                                 aviation industry, offering a comprehensive suite of products to
                                                                                 airlines, fleet operators, MROs, and FBOs

                                                                               » The new company now supports 75,000 maintenance
                                                                                 professionals across more than 7,500 customers in 137 countries

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TRAVEL & HOSPITALITY TECHNOLOGY SECTOR REPORT - Q3 2020 - GCA Advisors
CASE STUDY: SALE OF MIDOCO TO LEA PARTNERS

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

                   Background                                                    Transaction Summary
                   » Midoco is the DACH champion in mid-office                   » GCA was retained as exclusive sell-side advisor based on an
                      automation and profile management software                   extensive sell-side track-record in the B2B software and travel
                      solutions for the travel sector                              technology spaces

TRANSACTION DATE   » The Company serves a broad blue-chip client base of         » GCA supported Midoco and its shareholders on all aspects of the
December 2019         major online and offline travel agencies as well as tour     transaction, including the creation of all marketing documents,
                      operators, including the likes of TUI, DER and               managing an extensive due diligence process as well as offering
DEAL TYPE             Lufthansa City Center, in both the DACH region and           strategic guidance through SPA negotiations
Sell-side M&A         globally
                                                                                 » LEA Partners emerged as the most motivated bidder and was able
                   » In 2018, Midoco acquired Swiss mid-office competitor          to position itself favorably with both the management team and
                      and leading global travel profile management                 the remaining BID Equity shareholders as a strong and software-
                      software player Umbrella Organisation U+O AG                 savvy partner for the Company’s next growth phase
                      (“Umbrella”), bolstering the Group’s comprehensive
                      offering and market positioning                            » LEA Partners acquired a majority stake in Midoco as well as its
                                                                                   subsidiary Umbrella
                   » The Company employs around 70 people in Germany
                      and Switzerland and enjoys solid topline growth at
                      high margins

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TRAVEL & HOSPITALITY TECHNOLOGY SECTOR REPORT - Q3 2020 - GCA Advisors
CASE STUDY: DIVESTMENT OF TRAVELOPIA’S N.A. EXPERIENCE EDUCATION BRANDS

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

                   Background                                                Transaction Summary
                   » Headquartered in the UK, Travelopia is a travel group   » GCA originally ran a process to divest the UK and North American
                      providing customers with specialized tours and           Experience Education brands as one group. However, during the
                      holidays globally across 50+ brands                      process WorldStrides showed significant interest in acquiring the
                                                                               North American brands at a compelling strategic premium,
TRANSACTION DATE   » Travelopia’s North American Experience Education          resulting in a decision to split the UK and North American
November 2019         (“NAEE”) brands provide once-in-a-lifetime               Experience Education brands
                      educational and performance-based tours to students
DEAL TYPE             across the United States and Canada                    » During conversations GCA successfully negotiated the removal of
Sell-side M&A                                                                  one NAEE brand from the transaction at the 11th hour, with no
                   » WorldStrides (backed by Eurazeo) is the leading US        change to the headline price. This represented a significant
                      provider for educational and performance-based           increase to the already premium price being paid for the acquired
                      tours and the acquisition of the NAEE brands further     brands
                      strengthens this market leading position
                                                                             » This resulted in the need to negotiate two Transitional Service
                   » GCA was appointed to advise Travelopia due to its         Agreements (“TSA”) – one to cover the services/systems required
                      expertise in the travel sector and its existing          as part of the NAEE brand carve-out from Travelopia, and another,
                      relationship with Travelopia, having previously          reverse TSA, to cover the local support and system services
                      advised the management team of Travelopia on its         required for the NAEE brand retained by Travelopia post sale
                      2017 acquisition by KKR from TUI plc
                                                                             » The divestment of the NAEE business will help Travelopia to re-
                                                                               focus its strategy on its core brands, as part of its vision to become
                                                                               the leading experiential travel company globally

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TRAVEL & HOSPITALITY TECHNOLOGY SECTOR REPORT - Q3 2020 - GCA Advisors
CASE STUDY: SALE OF TABLET TO MICHELIN

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

                   Background                                                    Transaction Summary
                   » Founded in 2000 and owned by its founders and angel         » Tablet offers an attractive equity story based on its strong growth
                      investors, Tablet is the leading high-end online travel      fundamentals, long-standing experience as innovator of hotel
                      agency (OTA) specialized in experiential hotels              curation, pioneered combination of editorial content, and e-
                                                                                   commerce in Travel
TRANSACTION DATE   » Portfolio comprises 3,500+ hand-picked hotels in 120+
October 2018          countries and is trusted by 40,000 active customers        » Michelin envisages to integrate Tablet into its Food & Travel
                      p.a., totaling more than 4MM visits p.a.                     division (comprising the world famous Guide Michelin with the
DEAL TYPE                                                                          Michelin starred restaurants) creating a globally leading provider
Sell-side M&A      » Industry-leading travel club: Tablet Plus, a paid loyalty     of high-end food, travel, and hotel guides / offerings
                      program with currently 8,500+ members, which
                      provides perks such as room upgrades, free breakfast,      » GCA supported Tablet on all aspects of the transaction while
                      airport transfers, or spa credits in 1,400+ hotels           running a structured auction process, approaching a small number
                                                                                   of strategic trade parties and financial investors
                   » One of the few OTAs with an in-house developed
                      state-of-the-art Central Reservation System enabling
                      optimal access to rates / availability and highly
                      scalable real-time pricing

                                                                                                                                               10
COVID-19 TRAVEL UPDATE

       Travel has been one of the industries most impacted by COVID, across all geographies and categories.
            However, there are already signs of recovery, and domestic travel in particular is returning.

Travel Activity Index
120                                                             Global           United States               China         Germany            India             Other
                                                                                                                                                                         (1)

100

                                                                                                                                                       Global travel activity continues
 80                                                                                                                                                   to recover slowly, reaching 43%
                                                                                                                                                           of its pre-COVID levels
 60

 40

             In early April, travel
 20
            activity was down 80%
          from its pre-COVID levels
  0
  Jan - 20                   Feb - 20                Mar - 20                   Apr - 20                     May - 20                   Jun - 20                    Jul - 20                         Aug - 20                    Sep - 20

YoY United States Travel Activity by Type                                                                      YoY Travel Activity by Country (2)
                                                                                                                                                                                                               (1)
140%                 Driving            Flights      Lodging         Macroeconomy                                                         United States         China          Germany       India     Other
                                                                                                                                                                                                                 82%
120%                                                                                                                                         Driving has returned strongest
                                                                                                                           66%                in Germany, while lodging is
100%
                                                                                                                     57%                           strongest in China                            60%

80%                                                                                                                               47%                            45%

60%                                                                                                                                     33% 35%                                                                                35%
                                                                                                                                                          30%           30%
                                                                                                                                                                                       25%
40%           Driving has rebounded                                                                                                                                              22%                     21%             21%
              strongly, up to 66% of
20%
                  July 2019 levels
 0%
   Jan - 20       Feb - 20       Mar - 20         Apr - 20      May - 20         Jun - 20         Jul - 20                   Lodging                                    Flight                                 Driving
                                    Source: Skift Travel Activity Index Analysis.
                                    1)    Other countries consist of: Australia, Brazil, Canada, France, Italy, Mexico,      2)     Represents YoY activity for the week of August 27th.                                             11
                                          Singapore, Spain, Thailand, UAE and UK.
PRIVATE FINANCING DASHBOARD
Quarterly Private Financing Activity                                                                        Select Q3 2020 Financing Transactions
($MM)                                                                                                       ($MM)
                                                                                                                                                                                                  Post-
                                                                                                                Ann.                                  Lead / Selected   Amount     Funding to    Money
            Airbnb Financing         Total Raised                 # of Deals                                    Date            Company                  Investor       Invested     Date       Valuation
                                                                       $3,187
                                                                                                               9/29                                                      $75        $108          NA

                                                                                                               9/18                                   Kees Koolen        $6(1)       $81         $102
    72
                      $2,485
                                                                                                                9/8                                                       $6         $15          $38
                        62
                                                                                                               8/26                                                      $25         $34         ~$126
                                  54
   $1,852
                                                                                        48                     8/19                                                     $100        ~$400         NA
                                                             44

                               $1,400                                                                          8/17                                                      $11         $17          $43
              39                                                                     $1,180
                                                                          37
                                                                                          (1)
                                                                                                                8/3                                                     $200       >$10,000     $14,300
             $945                              30
                                                                                                               7/28                                                     $250        $1,170      ~$2,750

                                                                                                               7/27                                                      $36         $69         $89(2)
                                                           $367
                                              $297
                                                                                                               7/21                                   Undisclosed       $100        >$750       $1,500(2)

                                                                                                               7/13                                                       $3          $8          NA
   Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020
                               Avg. Equity Investment:
                                                                                                                7/1                                                      $13         $26          NA
    $25.6    $23.8    $38.7     $25.3          $9.9         $7.6         $68.2        $22.4

                               Source: Pitchbook and press releases.
                               Chart represents private capital deals across travel and hospitality technology with a deal size of at least $0.5MM.                                                 12
                               1)    Series C extension bringing total Series C to $53MM.
                               2)    2019 Valuation.
PRIVATE FINANCING DASHBOARD (CONT’D)
Select Q2 2020 Financing Transactions                                                              Select Q1 2020 Financing Transactions
($MM)                                                                                               ($MM)
                                                                                Post-                                                                                                             Post-
  Ann.               Lead / Selected        Amount          Funding to         Money                   Ann.                            Lead / Selected         Amount          Funding to        Money
  Date    Company       Investor            Invested          Date            Valuation                Date         Company               Investor             Invested          Date           Valuation

 6/24                                        $170             $560            $1,300                  3/23                                                       $10               NA             NA

 6/23                                         NA               NA                NA                   3/10                                                       $11               $14            $29

 6/18                                        $20               $34               NA                    3/9                                                       $82             >$103           $185

 6/16                                        $125           $1,107               NA                   2/27                                                       $10               $12            NA
                                    (1)
  6/5                                        $500              NA                NA                   2/25                                                       $10               $10           ~$20

  6/2                                        $108             $635          $1,000(2)               2/19(7)                                                      $12               $28            $45

 5/18                                        $43               $71               NA                   2/12                                                        $5                $9            NA

 5/14                                        $70              $254               NA                   2/10                                                       $20               $33            $74

                                             Up to
 5/11                                                          NA                NA                    2/7                                                       $23               $29            NA
                                            $225(3)

 4/23                                     $3,200(3)(4)         NA                NA                    2/5                                                        $3               NA             NA

 4/16                   (VC Arm)
                                            $14(5)             $51               NA                    2/3                                                        $7               $18            NA

  4/6                                      $2,000(6)        $6,403           $18,000                  1/13                                                     $11(8)              $43            NA
                          Source: Pitchbook and press releases.
                          1)    Secured debt financing; later refinanced by lender group.                     5)   Series B extension bringing total Series B to $43MM.
                          2)    2019 Valuation.                                                               6)   Includes $1Bn equity investment from Sixth St. and Silver Lake & $1Bn debt
                          3)    PIPE Transaction, not included in graph.                                           financing.                                                                       13
                          4)    Includes $1.2Bn equity investment from Apollo and Silver Lake & $2Bn debt     7)   Closed in Q2 2020.
                                financing.                                                                    8)   Series B extension bringing total Series B to $35MM.
PRIVATE COMPANY FUNDING LEADERS
                                                                                                                   Other Mega Funding Leaders
Raised to Date:

                                                                                           1
$500MM - $1Bn
                                                                                                        (>$10Bn)   ($6.4Bn)         ($1.2Bn)    ($1.1Bn)

$150MM - $499MM

                                                                                           1
                                                                                           1
$100MM - $149MM

$50MM - $99MM

$25MM - $49MM

                  Source: Pitchbook, company filings, company websites, press releases as of 9/30/20.
                                                                                                                                                    14
M&A DEAL DASHBOARD
Quarterly Significant M&A Activity                                                         Select Q3 M&A Transactions
                                                                                           ($MM)

                                                                                             Ann.
                                                                                             Date        Target          Acquirer   Enterprise Value

    38                                                                                      9/28                                        $200

                                                                                             9/9                                           -

                                                                                             9/3                                           -
            26
                                                                                            8/26                                           -
                    23
                            22
                                                                                  21
                                          20           20                                   8/26                                           -

                                                                                            8/25                                           -

                                                                     12                     8/11                                           -

                                                                                             8/5                                          $6

                                                                                             8/5                                         $12

                                                                                             8/1                                           -
  Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020

                                                                                            7/16                                           -

                                                                                                                        Company
                                                                                             7/2                                           -
                                                                                                                        Founders
                           Source: Capital IQ , Pitchbook, 451 Research, press releases.
                           Represents data across travel and hospitality technology.                                                            15
PUBLIC COMPANY PERFORMANCE
   5 Year Share Price Performance                                                                           YTD Share Price Performance

 280%                                                                                                         130%
                                                                                                      263%
 240%
 200%
                                                                                                               80%
 160%
 120%
  80%
                                                                                                               30%                                             29%
  40%                                                                                                  11%
   0%                                                                                                  10%
 (40%)                                                                                                (46%) (20%)                                             (16%)
 (80%)                                                                                                                                                        (35%)
(120%)                                                                                                                                                        (52%)
                                                                                                             (70%)
                                                                                                                    Jan- 20   Apr- 20           Jul- 20   Oct- 20

                    Airlines                                       Airline SW & IT                    Broader Software                    OTA

   Public Travel & Hospitality Technology Ecosystem

                    Airlines                                       Airline SW & IT                       Broader                          OTA
                                                                                                         Software

                   (52.1%)                                           (34.5%)                             29.1%                          (16.4%)

                                                                               YTD Share Price Performance
                               Source: Capital IQ as of 9/30/20.
                                                                                                                                                             16
PUBLIC COMPANY VALUATION
   5 Year EV / NTM EBITDA Valuation                                                                                       YTD EV / NTM EBITDA Valuation
40.0x                                                                                                                       40.0x

35.0x                                                                                                                       35.0x

30.0x                                                                                                                       30.0x                          31.5x
25.0x                                                                                                                       25.0x

20.0x                                                                                                                       20.0x                          19.4x
                                                                                                                            15.0x
                                                                                                                                                           16.1x
15.0x                                                                                                                                                      15.2x
10.0x                                                                                                                       10.0x

 5.0x                                                                                                                        5.0x

    -                                                                                                                              -

                    Airlines                                     Airline SW & IT                                   Broader Software                 OTA

   Public Travel & Hospitality Technology Ecosystem

                    Airlines                                    Airline SW & IT                                         Broader                     OTA
                                                                                                                        Software

                    22.4x                                           18.8x                                               16.5x                      21.5x

                                                                            YTD Average EV / NTM EBITDA
                               Source: Capital IQ as of 9/30/20, company filings.
                               Graphs represent 7-day average EV / NTM EBITDA figures. Multiples >50 considered “NM”.                                      17
APPENDIX

           18
APPENDIX: SELECTED M&A ACTIVITY
($MM)
                                                                     Enterprise       EV / Revenue   EV / EBITDA
    Date       Acquirer                        Target                Value (EV)      LTM      NTM    LTM    NTM    Target Description

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

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

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

                                                                                                                    Operator of vacation properties and provider of vacation rental
  9/9/2020                                                                -            -        -    -        -
                                                                                                                    management services.

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

                                                                                                                    Developer of an employee loyalty platform designed to inspire team
  9/9/2020                                                                -            -        -    -        -
                                                                                                                    members to travel smart and earn rewards while doing it.

                                                                                                                    Developer of a cloud-based sales and event management software
  9/3/2020                                                                -            -        -    -        -
                                                                                                                    designed to simplify the process of meetings and events for hotels.

                                                                                                                    Developer of an open publishing platform intended to serve the needs of
  9/1/2020                                                                -            -        -    -        -
                                                                                                                    today's travel photographers and writers.

                                                                                                                    Developer of a SaaS-based online event booking platform designed to build
 8/28/2020                                                                -            -        -    -        -
                                                                                                                    a better event booking experience for all.

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

                                                                                                                    Provider of a channel manager and technology platform intended to offer
 8/26/2020                                                                -            -        -    -        -
                                                                                                                    hotel inventory distribution services.

                                                                                                                    Developer of a travel rebooking platform intended to empower travelers to
 8/26/2020                                                                -            -        -    -        -
                                                                                                                    skip the line and instantly book a new ticket.

                                                                                                                    Developer of an enterprise event management and digital engagement
 8/25/2020                                                                -            -        -    -        -     platform designed to bring a compelling environment for consumers to
                                                                                                                    engage with the brand at events.

                          Source: Capital IQ , 451 Research, Pitchbook and company filings.
                              Indicates GCA participation in transaction.                                                                                                               19
APPENDIX: SELECTED M&A ACTIVITY (CONT’D)
($MM)
                                                                     Enterprise       EV / Revenue   EV / EBITDA
    Date       Acquirer                        Target                Value (EV)      LTM      NTM    LTM    NTM    Target Description

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

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

                                                                                                                    Provider of an AI-based corporate travel platform designed to help users
  8/5/2020                                                               $12           -        -    -        -
                                                                                                                    search across dozens of channels for the best prices.

                                                                                                                    Developer and provider of software intended for transforming the way air
  8/1/2020                                                                -            -        -    -        -     and cruise lines manage operations by helping them make smarter and
                                                                                                                    data-driven decisions.

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

                                                                                                                    Operator of an online marketplace and booking service intended to allow
  7/6/2020                                                                -            -        -    -        -
                                                                                                                    people to buy and sell travel experiences.

              Company                                                                                               Developer of a corporate travel platform that empowers travel managers
  7/2/2020                                                                -            -        -    -        -
              Founders                                                                                              to drive change and achieve a quantum leap in program efficiencies.

                                                                                                                    Developer of an online hotel booking platform designed to make lodging
  7/1/2020                                                                -            -        -    -        -
                                                                                                                    and accommodation easily available throughout Africa.

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

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

                                                                                                                    Provider of distribution technology and services intended to modernize the
 6/16/2020                                                                -            -        -    -        -
                                                                                                                    airline commerce and distribution landscape.

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

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

                          Source: Capital IQ , 451 Research, Pitchbook and company filings.
                              Indicates GCA participation in transaction.                                                                                                               20
APPENDIX: SELECTED M&A ACTIVITY (CONT’D)
($MM)
                                                                     Enterprise       EV / Revenue   EV / EBITDA
    Date       Acquirer                        Target                Value (EV)      LTM      NTM    LTM    NTM    Target Description

                                                                                                                    Developer of a blockchain-based travel booking platform intended to make
 5/20/2020                                                                -            -        -    -        -
                                                                                                                    bookings for hotels using cryptocurrency.

                                                                                                                    Developer of a hotel revenue management platform designed to deliver
 5/15/2020                                                               $11           -        -    NM       -
                                                                                                                    friendly information technology to hoteliers.

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

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

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

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

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

                                                                                                                    Developer of airline management software designed to provide software,
 2/20/2020                                                                -            -        -    -        -
                                                                                                                    communications and services to the airline industry.

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

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

                                                                                                                    Provider of a restaurant search platform designed to transform the
 2/11/2020                                                                -            -        -    -        -
                                                                                                                    restaurant search and online booking services.

                                                                                                                    Developer of transportation management software systems designed to
  2/3/2020                                                               $36           -        -    -        -
                                                                                                                    optimize the process of scheduling flights, trucks and railroads.

                                                                                                                    Provider of information technology services intended for travel industries
 1/29/2020                                                                -            -        -    -        -
                                                                                                                    to reach end customers directly.

                          Source: Capital IQ , 451 Research, Pitchbook and company filings.
                                                                                                                                                                                       21
APPENDIX: SELECTED M&A ACTIVITY (CONT’D)
($MM)
                                                                     Enterprise       EV / Revenue    EV / EBITDA
    Date       Acquirer                        Target                Value (EV)      LTM      NTM    LTM     NTM    Target Description

                                                                                                                     Provider of an online hotel booking platform intended to offer
 1/28/2020                                                               $7            -        -     -        -
                                                                                                                     standardized stay experiences in different destinations.

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

                                                                                                                     Provider of online food ordering service technology committed to offering
 1/27/2020                                                                -            -        -     -        -     specialized order integration and management solutions to restaurant
                                                                                                                     clients.

                                                                                                                     Developer of industry-disrupting airline web and mobile applications
 1/21/2020                                                                -            -        -     -        -
                                                                                                                     designed to service tens of thousands of travelers each day.

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

                                                                                                                     Operator of a travel agency offering corporate travel, higher education
 1/13/2020                                                               $36           -        -     -        -
                                                                                                                     travel, group travel, vacation travel, and event management services.

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

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

                                                                                                                     Provider of an online holiday information portal intended to make holiday
  1/1/2020                                                                -            -        -     -        -
                                                                                                                     planning simple and smart.

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

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

                                                                                                                     Developer of SaaS-based mid-office and enterprise resource planning
 12/5/2019                                                                -            -        -     -        -
                                                                                                                     software for the travel industry.

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

                          Source: Capital IQ , 451 Research, Pitchbook and company filings.
                              Indicates GCA participation in transaction.                                                                                                              22
APPENDIX: SELECTED M&A ACTIVITY (CONT’D)
($MM)
                                                                        Enterprise       EV / Revenue     EV / EBITDA
    Date          Acquirer                        Target                Value (EV)      LTM      NTM    LTM      NTM    Target Description

                                                                                                                         Provider of telecoms and information technology related facilities
 11/22/2019                                                                  -            -        -      -        -
                                                                                                                         intended to be used for the hospitality industry.

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

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

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

                                                                                                                         Developer of hospitality POS systems intended to provide a complete suite
 10/15/2019                                                                  -            -        -      -        -     of integrated software for managing your entire business from one place
                                               Australia                                                                 and one system.

 10/11/2019                                                                  -            -        -      -        -     Provider of leisure travel services in Belgium.
                                                Belgium
                                                                                                                         Provider of travel agency services catering to both leisure and corporate
 10/10/2019                                                                $207           -        -      -        -
                                                                                                                         travelers.

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

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

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

75th Percentile                                                                         5.9x     NM     23.5x     NM
Mean                                                                                    3.4x     NM     18.8x     NM
Median                                                                                  3.0x     NM     18.8x     NM
25th Percentile                                                                         0.5x     NM     14.2x     NM

                             Source: Capital IQ , 451 Research, Pitchbook and company filings.
                                                                                                                                                                                           23
APPENDIX: TRAVEL & HOSPITALITY TECHNOLOGY ECOSYSTEM
($MM, except per share data)
                                                   Stock                                                                                   Trading Metrics                             Operating Metrics
                                                    Price      Equity        Net       Enterprise              Revenue            EV / Revenue          EV / EBITDA           CY Rev. Growth       EBITDA Margin
 Company                                          09/30/20      Value        Debt         Value            CY20E          CY21E   CY20E     CY21E      CY20E      CY21E      19A/20E   20E/21E      CY20E     CY21E

Airlines
Southwest Airlines Co.                            $37.50      $22,120      ($2,963)     $19,157           $9,537     $16,702       2.0x      1.1x        NM        7.8x      (54.5%)    75.1%     (35.2%)    14.7%
Delta Air Lines, Inc.                             $30.58       19,426       18,713      38,139            17,998      30,681       2.1x      1.2x        NM        6.9x      (58.2%)    70.5%     (24.0%)    18.1%
United Airlines Holdings, Inc.                    $34.75       10,112       17,429      27,541            16,591      27,506       1.7x      1.0x        NM        7.1x      (59.3%)    65.8%     (30.4%)    14.2%
American Airlines Group Inc.                      $12.29        6,250       30,236      36,486            17,387      29,722       2.1x      1.2x        NM       14.1x      (59.4%)    70.9%     (42.8%)     8.7%
Alaska Air Group, Inc.                            $36.63        4,529        1,482       6,011             3,845       6,290       1.6x      1.0x        NM        5.1x      (56.2%)    63.6%     (18.4%)    18.8%
JetBlue Airways Corporation                       $11.33        3,087        2,655       5,742             3,113       5,936       1.8x      1.0x        NM        6.3x      (60.0%)    90.7%     (45.4%)    15.4%
easyJet plc                                        $6.49        2,948         581        3,529             4,091       5,504       0.9x      0.6x        NM        3.8x      (38.4%)    34.5%      (0.1%)    16.9%
International Consolidated Airlines Group, S.A.    $1.23        2,438       11,820      14,258            11,817      19,941       1.2x      0.7x        NM        4.2x      (55.4%)    68.7%      (7.7%)    17.2%
                                                                                                    Airlines
                                                                                                    Mean                           1.7x      1.0x       NM            6.9x     (55%)      67%       (25%)      16%
                                                                                                    Median                         1.8x      1.0x       NM            6.6x     (57%)      70%       (27%)      16%

Airline Software & IT
Amadeus IT Group, S.A.                            $55.88      $25,135      $3,026       $28,161           $3,155         $4,907    8.9x      5.7x      45.7x      15.6x      (49.5%)    55.5%      19.5%     36.7%
TravelSky Technology Limited                       $2.13       6,245       (1,049)       5,196               839          1,204    6.2x      4.3x      25.8x      10.6x      (13.7%)    43.5%      24.0%     40.8%
Sabre Corporation                                  $6.51       2,029        3,502        5,531             1,474          2,656    3.8x      2.1x        NM       16.1x      (62.9%)    80.1%     (16.7%)    13.0%
PROS Holdings, Inc.                               $31.94       1,384         (75)        1,310               252            271    5.2x      4.8x        NM         NM         0.8%      7.3%     (13.3%)    (5.8%)
                                                                                                    Airline Software & IT
                                                                                                    Mean                           6.0x      4.2x      35.7x      14.1x        (31%)      47%         3%       21%
                                                                                                    Median                         5.7x      4.6x      35.7x      15.6x        (32%)      50%         3%       25%

Broader Software
Microsoft Corporation                             $210.33    $1,591,704    ($54,382)   $1,537,322     $149,162      $164,174      10.3x      9.4x      22.4x      19.9x       25.9%     10.1%      46.0%     47.0%
SAP SE                                            $155.89      185,643      10,638      196,281         33,134        35,658       5.9x      5.5x      16.7x      15.0x       17.1%      7.6%      35.5%     36.7%
Oracle Corporation                                $59.70       179,750      28,463      208,213         39,392        40,355       5.3x      5.2x      10.7x      10.6x       (0.1%)     2.4%      49.4%     48.7%
                                                                                                    Broader Software
                                                                                                    Mean                           7.2x      6.7x      16.6x      15.2x         14%        7%        44%       44%
                                                                                                    Median                         5.9x      5.5x      16.7x      15.0x         17%        8%        46%       47%

OTA
Booking Holdings Inc.                         $1,710.68       $70,050      $1,908       $71,958           $7,649     $11,524       9.4x      6.2x      48.5x      17.5x      (47.3%)    50.6%      19.4%     35.6%
Trip.com Group Limited                         $31.14         18,323        3,952       22,275             2,678       4,426       8.3x      5.0x        NM       23.4x      (40.5%)    65.2%       8.2%     21.5%
Expedia Group, Inc.                            $91.69         12,949        4,621       17,570             5,597       8,362       3.1x      2.1x        NM       12.6x      (50.1%)    49.4%      (2.2%)    16.7%
TripAdvisor, Inc.                              $19.59          2,634         27          2,661               665       1,064       4.0x      2.5x        NM       11.6x      (58.8%)    60.1%      (3.9%)    21.5%
trivago N.V.                                    $1.55           548         (151)         397                353         581       1.1x      0.7x        NM       18.4x      (66.3%)    64.4%     (10.8%)     3.7%
On the Beach Group plc                          $3.16           497          22           518                 93         180       5.5x      2.9x        NM       10.1x      (35.4%)    92.2%       6.0%     28.5%
Despegar.com, Corp.                             $6.36           445         (183)         262                144         485       1.8x      0.5x        NM       11.2x      (72.8%)   235.5%     (77.6%)     4.8%
eDreams ODIGEO S.A.                             $2.71           319          531          850                367         401       2.3x      2.1x      16.4x      12.7x      (40.1%)     9.3%      14.1%     16.7%
                                                                                                    OTA
                                                                                                    Mean                           4.5x      2.8x      32.5x      14.7x        (51%)      78%        (6%)      19%
                                                                                                    Median                         3.6x      2.3x      32.5x      12.6x        (49%)      62%         2%       19%

                                       Source: Capital IQ as of 9/30/20.
                                       “NM” signifies multiple >50x.                                                                                                                                               24
GCA: A LEADING INDEPENDENT GLOBAL INVESTMENT BANK
Global investment bank providing strategic M&A and capital markets advisory services to growth companies and market leaders
                                                                                     STOCKHOLM

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      Global platform:
                                             Sector expertise:                     Exceptional cross-
       25 offices in key                                                                                                 Experienced team:
                                            Expansive coverage                    border capabilities:
       markets across                                                                                                   Over 500 employees
                                                 and deep                           Over 50% of all
      America, Asia and                                                                                                   across the globe
                                               specialization                         transactions
           Europe
                                                                Broad spectrum
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                            High number of                     conglomerates, top
                                                                                                    balanced, synergistic
                           repeat clients and                 private equity firms
                                                                                                    and complementary
                               referrals                      and emerging high-
                                                                                                        focus areas
                                                              growth companies

                                                                                                                                                25
                       GCA operates as GCA in America and Asia, and GCA Altium in Europe
GCA Advisors, LLC is the US entity of GCA, a global investment bank that
provides strategic M&A and capital markets advisory services to growth
companies and market leaders. The firm offers worldwide coverage with over
500 professionals in 25 locations across America, Asia and Europe. Built by the
people that run the business, GCA is a firm of experts who focus on deals that
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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-
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