KKR GLOBAL INSTITUTE REpORT NOVEMBER 2013

Digitization in Europe Unlocking Europes Entrepreneurial Potential

By PHILIpp FREISE KKR Member, Private Equity, Head of KKRs European Media Industry Team and LUCIAN SCHOENEfELDER KKR Principal, Private Equity

3 4 9 12 14

Digitization in Europe

Europes Key Advantages

Europes Key Disadvantages

PHIlIpp FREISE Member, Private Equity Head of KKRs European Media Industry Team

Attractive Opportunities

Unlocking Europes Digital Potential

16 Outlook

LuCIAN SCHoENEFElDER Principal, Private Equity

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Digitization in Europe
The wave of digitization a series of trends that have transformed how we shop, consume media and drive efficiencies in all aspects of doing business is well advanced in Europe in our view. The European Union alone boasts approximately 368 million online users and 193 million Facebook users1 versus 245 million online users and 166 million Facebook users in the U.S.,2 and a broadband penetration rate of 72 percent3 (vs. 70 percent in the U.S.).4 In 2012, European business-to-consumer (B2C) e-commerce grew by 19 percent to reach 311.6 billion,5 according to Ecommerce Europe. In fact, the United Kingdom (UK) has the highest e-commerce penetration globally with 87 percent of the UKs Internet population having bought a product or service online versus 43 percent in the U.S.6 Mobile adoption has also been rapid, with smartphone penetration in the UK and parts of Northern Europe already being higher than in the U.S.7 So if European consumers and businesses have so fully embraced the digital economy, why is it essentially dominated by U.S. companies like Google, Amazon, Facebook and others?8 Why is the digital balance of trade so skewed toward the U.S. with Europe being a large net importer of digital services and technology from the U.S.? Is this imbalance changing and what could be the potential drivers behind such a change? The following analysis explores these questions, drawing on KKRs insights as well as interviews with leading entrepreneurs, investors and officials from across Europe. We will discuss the key structural advantages that are underpinning Europes digitization. In addition, we will explore the key reasons why Europe is lagging behind the U.S. in the creation of successful global digital powerhouses. In particular, this paper will examine the role that limited access to growth capital may be playing. We will also discuss an emerging funding chain that is developing around a complex international eco-system, which will hopefully help Europe to unlock its full digital potential, and in which private equity can play an important role. Finally, we will look at the potential of large exits to energize the European digital landscape and reinject capital into the next generation of startups.

1 Internet World Stats, European Union. Retrieved 22 October 2013. 2 Internet World Stats, European Union. Retrieved 22 October 2013. 3 Eurostat News Release. Internet access and use in 2012. Eurostat Commission 2012. Available at: http://europa.eu/rapid/press-release_STAT12-185_en.htm 4 Pew Internet. Home Broadband 2013. Pew Internet, 2013. Available at: http://pewinternet.org/Reports/2013/Broadband/Findings.aspx 5 Ecommerce Europe. European E-commerce to reach 312 billion in 2012. Ecommerce Europe, 2013. Available at: http://www.ecommerce-europe.eu/ press/2013/05/press-release-european-e-commerce-to-reach-312-billion-in2012-19-growth 6 Digital Strategy Consulting. Global ecommerce penetration by country: 2013. Digital Strategy Consulting, 2013. Available at: http://www. digitalstrategyconsulting.com/intelligence/2013/08/global_ecommerce_ penetration_by_country_2013.php 7 Google. Our Mobile Planet. Google, 2013. Available at: http://www. thinkwithgoogle.com/mobileplanet/en/graph/?country=no&country=se&count ry=uk&country=us&category=DETAILS&topic=Q00&stat=Q00_1&wave=2013 &age=all&gender=all&chart_type=&active=stat 8 See Most visited website per Country visualization created by the Information Geographies department at the Oxford Internet Institute. Available at: http://geography.oii.ox.ac.uk/

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Europes Key Advantages: Multiple Hubs of Innovation, Great Talent and Experience with Internationalization

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a) Regional Mini-Silicon Valleys with High Quality Talent Drive Innovation

We believe Europes digital economy is differentiated by several structural advantages. This has resulted in the creation of market leaders such as Skype, Spotify and Fotolia that seem to have had a disruptive impact on industries ranging from telecoms to music to stock photography. Europes diversity of cultures and languages has led to the creation of several regional mini-Silicon Valleys, each with its own unique fabric specific to the local culture, policies and innovation climate. These tech hubs seem to benefit from access to strong research institutions and talent at reasonable prices, as well as an improving ecosystem of local angels, venture capital firms and incubators. While each hub is a distinct entity, there is significant interplay among them. A startup with a Swedish founder may be based in Berlin, find capital in London and employ Spanish developers.

created various tax incentives for investments in startups and boasts a lower corporate tax rate than the U.S. and most European countries. Stockholm has also become a thriving digital hub. Despite a population of only 9.6 million as of August 2013,11 Sweden boasts a disproportionate number of high-quality success stories like the music-streaming site, Spotify, the online payments company, Klarna, and the online advertising company, Tradedoubler. Although Swedish start-ups may face the disadvantage of a small home market and high cost of living, they benefit from a population of early adopters. Together, with access to high-quality engineering and design talent, this makes for an excellent test market, from which companies with global aspirations can expand to the rest of Europe or the U.S. Berlin has similarly emerged as a serious digital media hub, although it has not seen yet the quality success stories that London

N E W B U S I N E S S E S L AU NC H E D A N N UA L LY I N B E R L I N ( 1 9 9 7 2 0 1 2 )

50 45 40 3 5 3 2 .9 3 1.1 30 25 20 1997 1998 1999 2000 2001 2002 20 0 3 20 0 4 20 0 5 20 0 6 20 0 7 20 0 8 20 0 9 20 1 0 20 1 1 20 1 2 3 0 .1 2 8 .3 2 5 .9 44.5 44.2

4 1.9 3 9.3

42.7 4 1.1 3 9.4 36.7 4 0 .1

Number in 1,000

32.0 2 7.5

Source: Office for Statistics Berlin - Brandenburg

In Londons Silicon Roundabout, some 1,300-1,400 digital and media startups are creating new jobs and have transformed East London into a global entrepreneurial hub.9 The UK attracted $656 million in venture capital in the first half of 2013, which compares to $1.8 billion for all of Europe.10 London is benefitting from its role as the financial and media capital of Europe and is able to attract talent from all over the world. The British government has, moreover,
9 Bloomberg. Hipsters Flocking to Silicon Roundabout as Bankers Fade. Bloomberg, May 13, 2013. Available at: http://www.bloomberg.com/ news/2013-05-14/hipsters-flocking-to-silicon-roundabout-as-bankers-fade. html 10 DFJ Esprit. Scarcity of follow-on start-up funding exposed DFJ Esprit, July 22, 2013. Available at: http://www.dfjesprit.com/news/scarcity-offollow-on-start-up-funding-exposed-in-first-half-of-2013-as-uk-surrenderslead-to-france-in-european-venture-deals-over-usd-5million/

and Stockholm can showcase. In the first half of 2013, Germanspeaking countries including Germany, Austria and Switzerland collectively captured $343 million of the total invested in venture deals.12 Berlin offers a combination of low rents, a highly creative and trendy culture, affordable talent and an advanced network of accelerators and incubators. The city boasts thriving digital companies such as SoundCloud, founded by two Swedes who relocated to be near Berlins thriving music scene, as well as the scientific-research network, ResearchGate. The Silicon Sentier in Paris is powered by high-quality
11 Statistics Sweden. Population Statistics accessed October 22, 2013. Available at: http://www.scb.se/Pages/Product____25799.aspx 12 DFJ Esprit Op cit.

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engineering talent from Frances Grande Ecoles. Talent in Paris is competitively priced relative to Silicon Valley and other markets. Equity pools to attract key employees are often lower in France than in the U.S., where startups typically hand over 10 to 20 percent of their equity to employees.13 Cyrille Vincey, CEO and founder of Paris-based data visualization startup Qunb, says such pools typically represent 3 to 5 percent in France, in his experience. Investors and entrepreneurs, however, have recently been rattled by the French governments intervention in the attempts of Dailymotion to sell a controlling stake to Yahoo! Berlin is also the European capital of incubators. Rocket Internet, which calls itself the worlds largest Internet incubator on its website, is a prominent global player. Incubators like Project A Ventures (funded by German Otto Group and the media company Axel Springer) or EPIC (funded by the German media company ProSiebenSat.1) are more focused on Germany and Europe. Incubators either develop and execute business models by themselves or help entrepreneurs to fund and execute their ideas. In the latter case, incubators not only provide funding to entrepreneurs, they also give access to an in-house backbone of operational support services such as online marketing, data warehousing, web development and sales. While entrepreneurs usually have to give up a larger share of their ownership in an incubator-funded model, they can benefit from an operational machine that potentially de-risks their execution. Finally, Helsinki, Finland is associated with the successes of the mobile phone maker Nokia and Angry Birds maker Rovio. While Nokia is struggling with the transition to smartphones, we believe it has provided Finland with strong experience in developing mobile apps and platforms. Supercell, the company behind the no.1 mobile game hit Clash of Clans, is just the most recent example of Finlands mobile development prowess. The company was founded in June 2010 and announced the sale of a 51 percent stake to SoftBank for $1.5 billion in October 2013.14 Other notable hubs in Europe include Barcelona, Amsterdam, Moscow and Tallinn.

market.15 This inborn roll-out DNA is becoming more and more valuable as the relative share of the U.S. in the digital marketplace is decreasing and truly global online economies are formed. In 1996, two-thirds of global Internet users lived in the U.S. Sixteen years later, U.S. users represented only 13 percent of the global total, an indication of how much of the world has gone online, according to a recent digital trends report by comScore.16 We believe European companies are well positioned in the cyber land-grab that is currently unfolding in many online verticals to penetrate these high-growth markets. Rocket Internet, for example, has been rapidly rolling out its incubator business to Latin America, Eastern Europe, Africa and Asia. It now boasts seven offices in Latin America, five in Asia and four in Africa, which have been set up to roll out attractive business models globally. The company intends to invest a significant portion of the more than $500 million-plus it raised in July 2013 into emerging markets such as Latin America, Asia and Africa.17

b) Differentiated Experience with International Roll-outs

Next to the regional diversity of its startup scene and the supply of great talent at reasonable rates, in our view, European entrepreneurs also have differentiated experience with rolling out business models across different countries. Given the relatively small size of each individual European market, European digital companies were historically often forced to look beyond their own borders much earlier than their U.S. peers. As Skype co-founder, Niklas Zennstrm, noted in 2011 of entrepreneurs in European markets, We didnt think about one market the world is our
13 Perkins Cole. Back to Basics: Consider the Number of Shares to be Issued When You Form Your Startups. Startuppercolator.com. May 16, 2012. Available at: http://www.startuppercolator.com/back-to-basics-consider-thenumber-of-shares-to-be-issued-when-you-form-your-startup-05-16-2012/ 14 Reuters. SoftBank buy $1.5 billion stake in Finnish mobile games maker Supercell Oct. 21, 2013. Available at: http://www.reuters.com/ article/2013/10/21/net-us-softbank-acquisition-idUSBRE99E0ID20131021

We didnt think about one market the world is our market.

NIKlAS ZENNSTRm Skype co-founder, in The Wall Street Journal

15 The Wall Street Journal. Skype Founder to Students: Dont Follow the Obvious Path. WSJ.com, March 11, 2011. Available at: http://blogs.wsj.com/ venturecapital/2011/03/11/skype-founder-to-students-don%E2%80%99tfollow-the-obvious-path/ 16 comScore. State of the Internet Q1 2012. comScore. 17 The Wall Street Journal. Rocket Internet Raises $1 Billion in a Year. WSJ.com. July 16, 2013. Available at: http://blogs.wsj.com/techeurope/2013/07/16/rocket-internet-raises-1-billion-in-a-year/

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Berlin

GerMANY

SOUNdcLOUd AcTIVITY

WOOGA AcTIVITY

MAdVerTISe AcTIVITY

EYeeM AcTIVITY

Music streaming and sharing

FOUNded

Online games
FOUNded

Online Advertising
FOUNded

Photo sharing app

FOUNded

2009
FUNdING TOTAL

2008
FUNdING TOTAL

2007
FUNdING TOTAL

2011
FUNdING TOTAL

$32.2 million
FOUNderS

$10 million
FOUNderS

$63.3 million
FOUNderS

$6 million
FOUNderS

Alexander Ljung, Eric Wahlforss

keY BAckerS

Jens Begemann, Philipp Moeser, Patrick Paulisch

keY BAckerS

Carsten Frien
keY BAckerS

Doughty Hanson Technology Ventures, Union Square Ventures, Index Ventures, Kleiner Perkins Caufield & Byers, GGV Capital

HV Holtzbrinck Ventures, Balderton Capital,Highland Capital Partners, Tenaya Capital

Point Nine Capital, Earlybird Venture Capital, Blumberg Capital, Felicis Ventures

Florian Meissner, Lorenz Aschoff, Ramzi Rizk, Gen Sadakane

keY BAckerS

Earlybird Venture Capital, Wellington Partners, Passion Capital

Helsinki
FINLANd
ROVIO ENTerTAINMeNT

SUperceLL AcTIVITY

Online games
FOUNded

BITBAr AcTIVITY

AppLIFIer AcTIVITY

(Angry Birds)
AcTIVITY

2010
FUNdING TOTAL

Online games
FOUNded

$272 million
FOUNderS

IOS and Android app developer

FOUNded

Online games
FOUNded

2008
FUNdING TOTAL

2003
FUNdING TOTAL

$42 million
cO-FOUNder

Visa Forsten, Lassi Leppinen, Petri Styrman, Mikko Kodisoja, Ilkka Paananen
keY BAckerS

1995
FUNdING TOTAL

$6 million
FOUNder

$3 million
FOUNder

Jussi Laakkonen
keY BAckerS

Niklas Hed
keY BAckerS

Marko Kaasila
keY BAckerS

Accel Partners, Atomico, Felicis Ventures

Accel Partners, London venture Partners, Index Ventures, Atomico, Institutional Venture Partners, Initial Capital, Lifeline Ventures, Cerval Investments

Finnvera Venture Capital, Creathor Venture Management, DFJ Esprit,  Qualcomm Ventures, Draper Fisher Jurvetson (DFJ)

Lifeline Ventures, MHS Capital, PROfounders Capital, Webb Investment  Network, Tekes

London

UNITed kINGdOM

BAdOO AcTIVITY

SHAZAM AcTIVITY

MINd CANdY AcTIVITY

HAILO AcTIVITY

Social Network
FOUNded

Music identification technology

FOUNded

Online games
FOUNded

Mobile taxi app

FOUNded

2006
FUNdING TOTAL

2002
FUNdING TOTAL

2003
FUNdING TOTAL

2010
FUNdING TOTAL

$30.6 million
keY BAcker

$72 million
FOUNderS

$10 million
FOUNder

$50.6 million
FOUNderS

FINAM Global

Avery Wang, Dhiraj Mukherjee

keY BAckerS

Michael Acton Smith

keY BAckerS

Kleiner Perkins Caufield & Byers, Institutional V  enture Partners, DN Capital, Amrica Mvil

Index Ventures, Accel Partners, Spark Ventures

Russell Hall, Gary Jackson, Terry Runham, Jay Bregman, Caspar Woolley, Ron Zeghibe
keY BAckerS

Accel Partners, Atomico, Wellington Partners, Red Swan, Union Square Ventures, KDDI, Richard Branson, Felicis Ventures

Paris

FrANce

CrITeO AcTIVITY

JOLIcLOUd AcTIVITY

DeeZer AcTIVITY

VIAdeO AcTIVITY

Online advertising
FOUNded

Cloud management platform

FOUNded

Music streaming
FOUNded

Professional social network

FOUNded

2005
FUNdING TOTAL

2006
FUNdING TOTAL

2004
FUNdING TOTAL

2009
FUNdING TOTAL

$63.4 million (IPO October 2013)

FOUNderS

$149 million
FOUNder

$50.2 million
FOUNderS

$4.2 million
FOUNderS

Daniel Marhely
keY BAckerS

Dan Serfaty, Thierry Lunati

keY BAckerS

Jean-Baptiste Rudelle, Franck Le Ouay

keY BAckerS

Tariq Krim, Romain Huet

keY BAckerS

IDInvest Partners, Elaia Partners, Index Ventures, Bessemer Venture Partners, SoftBank Capital

Atomico, Mangrove Capital Partners

Access Industries, IDInvest Partners, CM-CIC  Capital Prive, Xavier Niel, Dotcorp Asset Management, Business Angels

IDInvest Partners, Ventech Capital, Fonds  Strategique dInvestissement

Stockholm
SwedeN
2006

SpOTIFY AcTIVITY  Music streaming

and sharing
FOUNded FUNdING TOTAL

NArrATIVe

KLArNA AcTIVITY

TIcTAIL AcTIVITY

(formerly Memoto)
AcTIVITY

Online payment solution

FOUNded

Ecommerce
FOUNded

Life-logging camera
FOUNded

$288 million
FOUNderS

2005
FUNdING TOTAL

2012
FUNdING TOTAL

2012
FUNdING TOTAL

Daniel Ek, Martin Lorentzon

keY BAckerS

$166 million
FOUNderS

$1.57 million
FOUNderS

$3 million
FOUNderS

Creandum, Northzone, Horizons Ventures, Wellington Partners, Sean Parker, Founders Fund, Kleiner Perkins Caufield & Byers, Accel Partners, Digital Sky Technologies, Goldman Sachs, Li Ka-shing

Martin Kllstrm, Oskar Kalmaru

keY BAckerS

Sebastian Siemiatkowski, Victor Jacobsson, Niklas Adalberth

keY BAckerS

Carl Waldekranz, Siavash Ghorbani, Kaj Drobin, Birk Nilson

keY BAckerS

True Ventures

Investment AB Oresund, Sequoia Capital, G  eneral Atlantic, Digital Sky Technologies

Balderton Capital, Klaus Hommel, Gustav Sderstrm, Fredrik Nylander, Gustaf Alstromer

Tallinn
eSTONIA
TrANSFerwISe FITS.Me AcTIVITY

GrABcAd

(Headquartered in London)
AcTIVITY

(Development team in Tallinn, headquartered in Cambridge, Mass.)

AcTIVITY

ErpLY AcTIVITY

Virtual fitting room

FOUNded

Online payment solution

FOUNded

2010
FUNdING TOTAL

Engineering design collaboration tool

FOUNded

Point of sale software  and inventory system

FOUNded

2010
FUNdING TOTAL

2009
FUNdING TOTAL

$8.95 million
FOUNder

2009
FUNdING TOTAL

$7.37 million
FOUNderS

$4.22 million
FOUNderS

Heikki Haldre
keY BAckerS

$13.6 million
cO-FOUNder

Taavet Hinrikus, Kristo Kaarmann

keY BAckerS

IA Ventures, Index Ventures, Kima Ventures,  SV Angel, Valar Ventures, Seedcamp

SmartCap, Conor Venture Partners, Fostergate Holdings, Entrepreneurs Fund, Estonian D  evelopment Fund

Hardi Meybaum
keY BAckerS

Kristian Hilemaa, Kristjan Randma, Kris Hiiemaa

keY BAckerS

Matrix Partners, Atlas Venture, Charles River V  entures, NextView Ventures, David Sacks, John McEleney, Alex Ott, Angus Davis, Jon Stevenson, Seedcamp, Techstars

Seedcamp, Redpoint Ventures, Index Ventures, Marten Mickos, Kenny Van Zant, Zack Urlocker,  The Accelerator Group, 500 Startups, Felicis Ventures, Dave McClure 

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DIGITIZATION IN EUrOpe UNLOckING EUrOpeS ENTrepreNeUrIAL POTeNTIAL

Europes Key Disadvantages: No Uniform Home Market, Stigma of Failure and Limited Access to Growth Capital

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Despite these differentiating factors, we believe Europe is suffering from three important structural issues that have put European companies at a disadvantage to their U.S. peers.

a) No Large, Uniform Home Market

While European companies tend to think relatively early about the world as their home market due to the small size of the national markets, this dynamic can also put European firms at a disadvantage with respect to the time that is required to bring a business to scale. U.S. companies benefit from having a large domestic market with a common language, culture, media, political and regulatory system. A successful product can thus go viral and be rolled out in the U.S. market relatively quickly. Despite increasing integration through the EU, Europe on the other hand is still fairly fragmented. It usually takes more time and effort to roll-out a business model across the different European language zones. There is also the risk that once a business model turns out to be successful, domestic local language copycats pop up fast. Given that many online business models benefit from strong firstmover advantages, local first movers can sometimes be difficult to unseat by new market entrants. In particular in less technology heavy business models, this pattern can prevent the creation of a European player of size, and results in a fragmented landscape of national champions. The online classified industry is a good example of this phenomenon.

U.S. competitors on the other hand can gain scale faster, accumulate capital and can then challenge European players in their home markets, or alternatively simply buy them out. Examples include Groupons acquisition of MyCityDeal or eBays acquisition of various local listing sites in Europe. This phenomenon of strategic take-outs of local European players by U.S. companies is one of the key reasons why the digital balance of trade is so skewed towards the U.S.

b) Stigma of Failure
Culture and regulatory factors may also be constraining the growth of European companies in the digital space. Historically, the stigma attached to failure in a business or bankruptcy has been more pronounced in Europe than in the U.S. A 2012 poll by the European Commission, for instance, found that roughly half of EU respondents said the risk of failure would deter them from starting their own businesses. The aversion to failure tends to vary by country, ranging from 66 percent of respondents in Portugal to 52 percent in Germany, and from 48 percent in Sweden to 38 percent in the UK.18 By comparison, 2012 polls by the group, Global Entrepreneurship Monitor, found that fear of failure would deter only 32 percent of respondents in the U.S. In addition, bankruptcy laws in European countries have historically often resulted in full liquidation despite protracted proceedings, forming another deterrent to risk-taking startups. Until a recent change in the bankruptcy code, Italian bankruptcy proceedings,

FUNDRAISING, INVESTMENTS & DIVESTMENTS BY EUROPEAN PE AND VC FUNDS (2000 - 2012)

1 20 100 80 billion 60 48 40 20 0 2000 2001 2002 2003 2004 Funds Raised

Source: Thomson Reuters / EVCA (2000 - 2006) & EVCA / PEREP_Analytics (2007 - 2012)

112

80 72 71 73

80

55 47 35 40 24 9 13 28 28 11 2 7 29 14 27 20 37 30 33 43 27 14 19 25 12 42 47 31 22 20 24 37 22

20 0 5

20 0 6 Investments

20 0 7

20 0 8

20 0 9

20 1 0

20 1 1

20 1 2

Divestments

18 European Commission. Entrepreneurship in the EU and Beyond. EC. May 23, 2013. Available at: http://ec.europa.eu/public_opinion/flash/fl_354_en.pdf

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for example could last a decade. But several countries including France, Germany, Spain and Italy have now adopted laws similar to Chapter 11 in the U.S., which may afford companies some protections. In Germany, for example, companies can now more easily convert debt to equity and attract new investors.19 We also believe a shift in attitudes is taking place in Europe, with entrepreneur becoming an increasingly viable and desirable career choice, especially as traditional industries, including financial services, have declined since the financial crisis began in 2007.

FIRST AND SECOND ROUND - LACk Of CApITAL SUppLY

The second phase is the funding for Series A and B. This phase of funding has been a more challenging area for European entrepreneurs. It provides the crucial capital that helps companies grow from conception and initial start to economic viability. Less than 25 percent of venture capital invested in Europe in the second quarter of 2013 was for second funding rounds, compared with almost 70 percent in the U.S.22 This is mostly a capital supply issue, as there are far fewer funds that are able to lead a $5 million investment in a single company. There were about 200 companies that had deals of $5 million or more during the first half of 2013, compared with 1,000 in the U.S., according to London venture capital firm, DFJ Esprit LLP.23 While capital is increasingly international, this is more often the case in later stages. The second underlying issue is one of higher risk aversion by institutional investors, in Europe as elsewhere. Drte Hppner, Secretary-General of the European Private Equity and Venture Capital Association, says that some European institutional investors are still in the process of getting comfortable with venture risk. Nevertheless, these investors need to generate high returns to meet their liabilities and for this reason will turn to venture capital once again. Currently, there are a significant number of promising companies in the portfolio of European Venture capitalists with the capacity for growth. These companies, once sold, will generate significant returns for their investors.

c) Access to Growth Capital

Finally, European companies often get less ample funding than their U.S. peers. In the second quarter of 2013, the amount invested in the European tech sector was just shy of $1 billion, according to Dow Jones VentureSource. This amount was dwarfed by the investments in the U.S. tech sector, which equaled almost $4.7 billion in the same period.20 While it looks like 2013 will be the best year for venture capital funding in Europe since the pre-crisis days of 2007, the financial landscape remains much more uneven than in the U.S, with the supply of capital varying significantly across different phases of the funding cycle.

SEED AND EARLY-STAgE FUNDINg GOOD CApITAL SUppLY

In this first funding phase, startups usually get seed funding of up to 1 million. Despite the reputation of European investors as risk averse, there is actually healthy appetite by local angel investors to fund early rounds.21 There are also various attractive government incentive schemes. In the UK, the Seed Enterprise Investment Scheme (SEIS) offers tax relief on investments up to 100,000, and allows 100 percent write-offs in failed companies. In Germany, KfW, a quasi-governmental development bank, is lending up to 500,000 to start-ups at a low interest rate of 0.65% per annum. In France, high earners can deduct up to 1.5 million from their wealth tax if they invest in local startups or funds. Seed funding from venture capital has remained relatively static, but other investment vehicles such as Rocket Internet, EPIC and Project A have a growing impact. These incubators are often backed by money from media companies (e.g. EPIC/ProSiebenSat.1; Project A/Axel Springer) or family groups with an affinity to online models (Rocket Internet/Kinnevik; Project A/Otto Group).

IPOS ILLIQUID CApITAL MARkETS fOR TECH AND ONLINE COMpANIES

Europe is clearly lagging behind the U.S. when it comes to a liquid IPO market that can fund growth through primary capital or allows entrepreneurs to exit their investments. According to Dealogic, there have been 33 tech IPOs with a combined market capitalization of $4.7 billion in the U.S. over the last 12 months, while London, Paris and Frankfurt together saw only 3 IPOs with a combined market capitalization of less than $500 million.24 Capital markets in Europe are generally not as liquid as in the U.S., which is an issue for smaller listings. Investors are also less familiar with digital business models, and there is thus no equivalent of the NASDAQ Stock Market in Europe. The resulting higher valuations in the U.S. are attracting European companies to list in the U.S. rather than in Europe. As a case in point, French online advertising firm, Criteo, listed on NASDAQ on October 30, 2013, in what was widely considered to be a successful IPO, with an initial market capitalization of approximately $2.3 billion. Criteos venture backers, including Index Ventures, Idinvest Partners, Elaia Partners and Bessemer Venture Partners, are expected to profit from the deal.
22 The Wall Street Journal. Venture Capital in the U.S. and Europe Compared. WSJ.com. July 31, 2013. Available at: http://blogs.wsj.com/techeurope/2013/07/31/venture-capital-in-the-u-s-and-europe-compared/ 23 DFJ Esprit. Op cit. 24 Dealogic estimates.

19 Global Entrepreneurship Monitor Fear of Failure data. Available at: http:// www.gemconsortium.org/visualizations 20 The Wall Street Journal. Europe Builds Own Chapter 11. WSJ.com, April 5, 2013. Available at: http://online.wsj.com/news/articles/SB1000142412788732 3296504578398612178796882 21 British Venture Capital Association. European Venture Capital: Myths and Facts. BVCA. January 2013. Available at: http:// www.bvca.co.uk/ResearchPublications/ResearchReports/ EuropeanVentureCapitalMythsandFacts.aspx

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Undersupply of Capital Creates Attractive Opportunities

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If one combines the high level of digital adoption by European consumers and businesses with the quality of talent, creativity and diversity of its multiple tech hubs, one would think that Europe offers a good supply of investment opportunities. On the other hand, capital supply, in particular in the critical growth stage of a startup, is scarcer than in the U.S. and capital markets are often not an option to raise capital or exit a company. This supply/demand imbalance can lead to attractive investment opportunities for investors, as deal competition is more limited and the resulting valuation levels are lower in comparison to the U.S.

Jean-David Chamboredon, the head of Paris-based venture firm ISAI summarizes this dynamic well, when he says, Clearly, the competition between investors remains relatively modest, which means that for an ecosystem of startups that in terms of quality competes with the U.S., the entry price for an investor remains much lower. Adding to that, Matthias Ummenhofer, the head of venture capital for the European Investment Fund (EIF), a publicprivate partnership that provides finance to small and medium enterprises across Europe says, Very good companies are being sold at a nice discount.

DIGITAL INVESTMENTS A S

OF GDP IN U. S. , U. K. AND FRANCE

0.8 0.7 (As a percentage of nominal GDP) 0.6 0.5 0 .4 0 .3 0.2 0 .1 0.0 2005 2 0 06 United States
Source: INSEE, CapitalIQ, Global Insight WMM

20 0 7 United Kingdom

20 0 8 France

20 0 9

20 1 0

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Unlocking Europes Digital Potential through a Differentiated Global Funding Chain

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Attractive valuations and lower levels of competition are leading to an interesting emerging funding chain that is starting to address the European funding gap. In this funding chain, local seed investors, partially supported by government incentives, fund the start-up in its early stages. Supply in this stage is relatively decent in Europe. In the next phase of growth, incubators and accelerators like Rocket Internet, Project A or EPIC are beginning to play a more important role. They combine ample funding, often from European families or traditional media companies, with hands-on support. As mentioned above, incubators are also taking advantage of Europes roll-out DNA to build global businesses from a European home-base. U.S. venture capital funds, VCs, which are facing a highly competitive market in the U.S., are also increasingly investing in Europes digital companies. SoundCloud is a good example of how European companies are taking advantage of the supply of U.S. venture capital and thereby mitigating the fact that homegrown venture funding is scarce. In the Bay Area, there is an abundance of money, so it becomes an entrepreneurs market, says SoundCloud co-founder, Eric Wahlforss. There is so muchopportunity that if you are a savvy entrepreneur, you can pick and choose among the best. SoundCloud raised capital from Union SquareVentures,Kleiner Perkins Caufield & Byersand Index Ventures, among others. In the later stage growth funding phase, private equity funds are starting to take advantage of the fact that European capital markets are often not liquid enough to support companies and founders. They also bring a different skillset than VC funds and can help companies with larger acquisitions or international roll-outs. With this emergence of international capital, entrepreneurs can potentially hold out longer and grow their companies for a much larger exit, according to Per Roman, a founding partner at Stockholm-based investment bank, GP Bullhound AB. Less than a decade ago, startups would have been pushed by VCs to exit at about $100 million in revenue. Now, more risk tolerant investors with longer time horizons are allowing them to build their businesses. Companies in this category include Spotify and Rovio.

Private Equity Partnerships as a Late Stage Growth Funding Option

Private equity companies have become a viable exit and funding alternative to the difficult European IPO markets. The microstock photography website, Fotolia, is one example of how digital innovators can leverage the capital, global network and experience of private equity players to try to get to the next level in development. Founded in 2005, Fotolias crowdsourcing platform today provides more than 4 million registered members access to roughly 24 million images from more than 200,000 photographers. These images are sold at significantly lower prices than images of the traditional macrostock agencies. Fotolias simple, low-priced, online-only model disrupted the stock images space in Europe. In 2012, Fotolias Founder, Oleg Tscheltzoff, wanted to de-risk a part of his investment and needed a growth partner, who could help him grow the company to the next level. KKR has worked with Tscheltzoff and his team to develop a plan which was focused on expanding the predominantly European business to new markets, while at the same time investing in areas such as marketing, sales, finance and information technology. Given the lack of a liquid IPO market in Europe, private equity can therefore act as an important exit route for founders or VCs invested in larger online businesses, and become a partner for operational professionalization, global roll-outs or buy and build-out strategies.

For an ecosystem of startups that in terms of quality competes with the U.S., the entry price for an investor remains much lower.
JEAN-DAVID CHAmBoREDoN Head of Paris-based venture firm, ISAI

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Outlook: Europes Chance to Reduce the Digital Trade Decit

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In our view, Europes digital economy has great potential. It is buzzing with creativity as well as the diversity that is needed to create innovative new products. It boasts some of the worlds most tech-savvy consumers, benefits from a high-quality talent base that is reasonably priced and can operate from a diverse range of competing hubs like London, Stockholm, Berlin and Paris, to name some of the major ones. Some European governments, in particular in Northern Europe, are supporting these ecosystems with funds and tax breaks. Furthermore, European companies grow up with a roll-out DNA that we believe could give them an edge in expanding beyond their continent.

Large Exits Are Needed

Large successful exits are needed to energize the ecosystem and encourage venture capitalists to invest larger sums in expectation of bigger payoffs. What Berlin needs is a big IPO for the industry to be taken more seriously, says Rocket Internets, Alexander Kudlich. Large exits would also create significant wealth for local entrepreneurs that could re-invest their exit proceeds into new ventures like their U.S. peers. Over time, this could lead to a normalization of capital supply.

Regulatory Barriers Must Fall

Divergent regional regulations and tax codes remain hurdles. While the European digital industry - with its fluid, multi-lingual international labor force, its global business outlook and its emerging international funding chain - has already become a poster child for economic integration in Europe, talent and capital mobility is still an issue in many instances, in our view. A handful of leaders in Europes tech sector, including the co-founders of Spotify and the accelerator Seedcamp, have therefore recently unveiled a manifesto for entrepreneurship and innovation that makes access to talent and capital a key pillar of their digital growth plan for Europe. The manifestos authors call for easing restrictions on companies hiring outside their home countries and making it easier for non-EU entrepreneurs to start businesses or joining EU businesses, among other priorities. Moreover, a collection of startups are poised to make big exits in the coming years, which industry watchers expect may set loose the animal spirits of entrepreneurship. For all these reasons, we expect to see a correction in the digital balance of trade that favors the U.S. However, several elements should first align: Various European countries are starting to realize that entrepreneurship is the most effective way to foster growth in otherwise stagnant economies and are becoming more open to such policy changes. The signs are therefore encouraging that the European digital industry will in the years ahead be able to awaken the extraordinary entrepreneurial potential of Europe.

Access to Funding Must Improve

Europes biggest strength is also its greatest weakness: diversity. It can lead to fragmentation into national markets, which impedes the scalability of business models. Although local angel investors and government schemes contribute to a healthy seed funding environment, capital supply in the Series A/B, growth and latestage phases of a company is scarcer than in the U.S. Capitalraising through IPOs is much more difficult than in the U.S. The relative attractive valuations that can be achieved for quality companies in Europe is, however, starting to lead to an increasing influx of capital from the U.S., while European companies and families are investing into incubators that are de-risking the venture phase through hands-on operational help. Private equity can play an important part to substitute less developed IPO markets and bring larger digital companies to the next stage of their development.

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Important Information The views expressed in this publication are the views of the KKR Global Institute and do not necessarily reflect the views of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, KKR). This publication is not intended to endorse any investment theme or sector. It is being provided merely to provide a framework of the current European digitization landscape and the strengths and weaknesses of this sector. The views expressed reflect the current, good faith views of the KKR Global Institute as of the date hereof and it does not undertake to advise you of any changes in the views expressed herein. In addition, the views expressed do not necessarily reflect the opinions of any investment professional at KKR, and may not be reflected in the strategies and products that KKR offers. It should not be assumed that KKR or the KKR Global Institute will make investment recommendations in the future that are consistent with the views expressed herein, or use any or all of the techniques or methods of analysis described herein in managing client accounts. KKR and its affiliates may have positions (long or short) or engage in securities transactions that are not consistent with the information and views expressed in this document. This publication has been prepared solely for informational purposes. The information contained herein is only as current as of the date indicated, and may be superseded by subsequent political or market events or for other reasons. Charts and graphs provided herein are for illustrative purposes only. The information in this document has been developed internally and/or obtained from sources believed to be reliable; however, neither the KKR Global Institute nor KKR guarantees the accuracy, adequacy or completeness of such information. Nothing contained herein constitutes investment, legal, tax or other advice nor is it to be relied on in making an investment or other decision. This publication should not be viewed as a current or past recommendation or a solicitation of an offer to buy or sell any securities or to adopt any investment strategy. The information in this publication may contain projections or other forward-looking statements regarding future events, targets, forecasts or expectations described herein, and is only current as of the date indicated. There is no assurance that such events or targets will be achieved, and may be significantly different from that shown here. The information in this document, including statements concerning political events and financial market trends, is based on current political or economic conditions, which fluctuate and may be superseded by subsequent events or for other reasons. The KKR Global Institute assumes no duty to, nor undertakes to update forward looking statements. No representation or warranty, express or implied, is made or given by or on behalf of the KKR Global Institute, KKR, or any other person as to the accuracy and completeness or fairness of the information contained in this publication and no responsibility or liability is accepted for any such information. By accepting this document, the recipient acknowledges its understanding and acceptance of the foregoing statement.

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