EMAIL DETAILS

Agreed.


Neil Callahan

Rosemont Seneca Partners

401 Greenwich Street, Suite 400

New York, New York 10013

212-796-4037 (o)

917-945-9516 (m)

866-749-8879 (f)


From: John DeLoche [mailto:john@bluebird-capital.com]
Sent: Monday, September 26, 2011 1:08 PM
To: <ncallahan@rosemontseneca.com>
Cc: Devon Archer; Hunter Biden; Eric Schwerin
Subject: Re: Project BALBOA - Acquisition Opportunity


Neil,


Thanks for your thoughts. I agree with your assessment. I view this as a
marginal business with limited upside, except for the founders.


Since they have hired an investment bank, there really is no role for us
unless we want to put a syndicate together to invest. When a bank is hired,
a process becomes efficient by definition and the highest price wins the
day. I don't think we should waste any time on banker shopped deals as there
is no oppty for us to get an inefficient entry price or a fee for working
with them.


Thanks again for taking the time to analyze this.


Best,


John

Please excuse typos as this message was sent from my handheld device.


On Sep 26, 2011, at 9:09 AM, "Neil Callahan (Rosemont Seneca)"
<ncallahan@rosemontseneca.com> wrote:

Hi guys,


Here are my thoughts on BALBOA:


1. Good entrepreneurial story, the founders have focused on a niche
and have built a real company that makes $2m a year, good for them.

2. Not sure if it's really a software company - they have 148
employees on 13m in revenue (should have 40-50) - it looks more like a
services company - lots of arm and legs to help clients customize ads
locally wrapped in a software layer/veil. The software would need be
scalable without the huge amount on service manpower to be interesting to
another company that might want to but the company and bolt in onto a larger
platform for scale and exposure to a resident customer base (like a big
publishing company or software company).

3. The local ad business is a cottage industry and hard to scale.
Google, Yahoo and AOL have all invested billions in the space and have not
seen it congeal. Lot's of service for small revenue per account (i.e., the
local gym eats a lot of customer service hours to spend $1k on monthly
advertising). Search is the only space that has really be a self-service
local ad model that scales and I think that is because part of the search
model is a revenue share model with local / small publishers - ie. ad sense
on google.

4. I'd like to see the cap table and use of proceeds plans. If we
could help package them up help sell them to an AOL or something like that,
it would be something to pursue. If they want cash to just organically grow
the company, we'd want to understand the dividend structure and see what
kind of ROI we could garner.


Best,


Neil


Neil Callahan

Rosemont Seneca Partners

401 Greenwich Street, Suite 400

New York, New York 10013

212-796-4037 (o)

917-945-9516 (m)

866-749-8879 (f)


From: John DeLoche [mailto:john@bluebird-capital.com]
Sent: Wednesday, September 21, 2011 3:39 PM
To: Neil
Cc: Devon Archer; Hunter Biden; Eric Schwerin
Subject: FW: Project BALBOA - Acquisition Opportunity


Neil,

This deal looks right up your alley.

Let's discuss.

Best,

John
------ Forwarded Message
From: "Byrnes, Lisa" <LByrnes@canaccordgenuity.com>
Date: Wed, 21 Sep 2011 14:09:18 -0400
To: John DeLoche <john@bluebird-capital.com>
Cc: "Byrnes, Lisa" <LByrnes@canaccordgenuity.com>
Subject: Project BALBOA - Acquisition Opportunity

John,

Canaccord Genuity has recently been appointed financial advisor to a leading
provider automated local marketing solutions. The Company has been
approached by a number of parties interested in pursuing either a strategic
transaction or recapitalization. Our firm has been engaged to assist in the
evaluation of these options as well as solicit interest from a select group
of other parties who may be interested in a dialogue.

Our client's solution provides local independent business units such as
franchisees and dealers with the tools they need to customize and distribute
content without sacrificing corporate identity. The Company's easy to use
software platforms provide an automated system for creating personalized
marketing materials that can be delivered across a growing number of print
and digital media channels, allowing local advertisers to easily create and
distribute localized ads faster, and ultimately respond to local market
conditions to drive more sales.

Company highlights include the following:

Large and Growing Local Advertising Market Opportunity

* Local marketing is expected to grow from $129 billion in 2010 to
$145 billion in 2014, translating into a significant opportunity for
marketers, and for marketing service providers


Comprehensive Solution for Creating and Distributing Local Advertisements

* SaaS based print and digital ad-builder platforms enable clients to
locally customize, distribute and digitally repurpose multiple versions of
content, collateral and advertising

Attractive Financial Profile with Significant Recurring Revenue

* Consistent revenue growth, increasing EBITDA margins and strong cash
flow in recent years.
* The Company expects to grow revenue from $13.3M in 2010 to $25M in
2013, a CAGR of 23%.
* High rate of recurring contracted revenue, estimated to be 94% in
2011, provides excellent visibility into future operating results


Blue Chip, Loyal Client Base

* Includes world leading companies such as DIRECTV, Allstate,
Ameriprise, BMW, Konica Minolta, Liberty Mutual, American Red Cross, Panera
bread, US Cellular and T- Mobile.


I have attached an Executive Summary for your review. If you are interested
in learning more, I would be pleased to send you the full Confidential
Information Memorandum upon execution of a non-disclosure agreement. Please
feel free to contact me with any questions that you may have. I will plan to
follow-up with you in a week if I do not hear back from you sooner. Thank
you for your consideration, and I look forward to hearing from you.

Best regards,
Lisa


Lisa McClure Byrnes
Principal, Technology Investment Banking

Canaccord Genuity
99 High Street, 12th Floor
Boston, MA 02110

Office: 617-371-3847
Mobile: 617-429-9905
lbyrnes@canaccordgenuity.com


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