Digital Media and Internet Sector Update Spring 2012 Banker Profile
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Digital Media and Internet Sector Update Spring 2012 Banker Profile • AGC is the most active tech boutique in the country, having closed over 160 transactions since 2003 • Digital Media practice has a history of generating exceptional valuations for industry leaders • Team based in Boston with offices in New York, Minneapolis, San Francisco, and London Jon Guido, Head, Digital Media Partner, Investment Banking, Boston Contact: P: (617) 261-4126 E: [email protected] Jon is a partner in the Investment Banking Group of AGC Partners with a focus on digital media, internet, tech enabled services and communications sectors. In his 13 years as an investment banker, Jon has completed more than 55 strategic and financing transactions with leading technology companies and investors such as ACS, Constant Contact, Cisco Systems, eBay, IAC, Tekelec, Zynga, 3Com, Welsh, Carson, Anderson & Stowe, and The Carlyle Group. Jon helped launch AGC Partners in February of 2003, coordinating the infrastructure build, capital raise and recruiting effort. As Chief Operating Officer for AGC, Jon works with the Founding Partners to develop and implement the firm's financial, operational and business development strategies. Prior to joining AGC, Jon worked in SG Cowen's Mergers and Acquisitions Group. Jon lives in Topsfield, MA with his wife, Sarah, and their three daughters. He is actively involved in his community, particularly with youth development facility improvement. Jon received a B.A. with honors from Colgate University. 1 I. Market Commentary II. Synopsis, Comparable and Deal Analyses III. Overview of AGC Partners I. Market Commentary Digital Media & Internet Market Update Median LTM Revenue Multiple 6.0x Although the pace of tech M&A activity remained flat in 1Q12, the Digital Media & 5.2x 5.0x Internet (DM&I) deal-making climate has experienced a significant uptick in 4.0x 3.9x 4.0x volume 3.1x 3.0x 2.5x 2.1x 2.0x 2.0x The number of DM&I deals valued at $20M+ was up 100% in respect to 4Q1 2.0x 1.6x 1.0x There were 24 deals in the quarter, dramatically reversing the sharp decline in 0.0x activity witnessed in 4Q11 The NASDAQ finished the quarter up 20% and remains up 136% since the lows Number of M&A Transactions of 2009 130 124 106 105 95 96 89 Despite the relatively high degree of skepticism about the overall IPO market, 80 55 1Q12 saw a 100% increase in pricings, bringing an end to the stale closing months 55 35 29 30 of 2011. More than two-thirds of 1Q12 DM&I pricings have traded above their offer 30 24 12 price 5 Facebook’s highly anticipated public offering saw valuation expectations rise Number of IPO Pricings 8.9% the last week of 1Q12 to roughly $103B 42 36 36 New issuers saw strong after-market interest from investors as DM&I stocks rose 30 an average 55% in value 24 22 19 16 18 14 Lower volatility in stock markets and broadly improving economic indicators are 12 9 9 6 3 4 helping to spur investor demand for new issues in 2012 2 1 0 The recent uptick in private placement activity by strategic and financial players Number of Private Placements and a continued lack of pricing agreement between entrepreneurs and 800 678 corporations has reversed the downward momentum in private placement activity 612 570 600 577 that began in July 2011 417 400 The number of private placements of $5M+ was up 22% relative to 4Q11 but down roughly 16% YoY 182 197 179 200 153 120 There were 153 deals, reversing the steady downward momentum in 2H11 when 0 the number of private placements fell from 197 in 2Q11 to 120 in 4Q11 * Indicates annualized data 4 Sources: Capital IQ, The 451 Group, VentureWire, Business Insider, IPO Monitor, TechCrunch, The Wall Street Journal and The New York Times DealBook, Dow Jones “IPOs Heat Up, M&A slows for VC Companies,” M&A and IPOs >=$20M; Private Placements >=$5M; Targets / Issuers and / or Acquirers based in the U.S. or Canada What the Data Doesn’t Show: Undisclosed Value M&A Deals . Growth in undisclosed transactions continues in 2011 U.S. tech companies disclosed values for roughly 19% of all transactions closed, a decrease from 25% disclosed in 2010 The Software/IT Services and DM&I sectors have accounted for the bulk of tech M&A activity, in terms of disclosed and undisclosed values, with the balance falling within the other major tech sectors, including Semiconductors, Fin Tech, Healthcare IT, Hardware and Components, and Security Target Acquirer Est. Value ($M) Business Description Hunch.com eBay $80 Online recommendation site VideoSurf Microsoft 70 Video search engine Chomp Apple 50 Mobile app reviewer Displaybank IHS 45 Research and consulting for display industry Babble Media Walt Disney 40 Online parenting magazine SPB Software Yandex 40 Mobile applications Mobile Theory Opera Software 25 Mobile advertising Rhomobile Motorola Solutions 25 Native mobile application builder KODAK Gallery Shutterfly 25 Online photo gallery Letsbuy.com Flipkart 20 Internet retailer Sources: TechCrunch, The 451 Group, The Wall Street Journal, Bloomberg.com, PwC’s Deals Practice, “US technology M&A insights”, March 2012, Deals selected with transaction value over $20m in the last 6 months 5 Exit Opportunities are Heating Up with Soaring Valuations . 9 DM&I companies floated IPO shares in 1Q12, accounting for more than half of the 16 pricings across all sectors of technology; last year that percentage was nearly 70% . Consumer Internet, Social Media, and Mobile businesses have been a driving force behind IPO momentum in the last 12 months with median gross proceeds of $114M and a median revenue multiple of 8.2x, versus $88M and 2.7x respectively, for the balance of tech IPOs . The majority of DM&I public offerings have seen their stock prices pop on the first day of trading – even more so than other tech IPOs, with an average after-market performance of 55% compared to 13% for all offerings in the quarter IPO Pricings in the Last Twelve Months Company Sub-Sector Largest Shareholders Offer Price Gross Proceeds ($M) After-Market EV / LTM Rev. 1. LinkedIn Social Media Bessemer, Greylock $45 $353 127% 18.9x 2. Jive Softw are Digital Media Platform & Services Sequoia, Kleiner Perkins 12 161 126% 19.4x 3. Brightcove Digital Media Platform & Services General Catalyst, Accel Management 11 55 125% 10.1x 4. Demandw are eCommerce General Catalyst, North Bridge Venture 16 88 86% 16.1x 5. Milllennial Media Mobile Bessemer, Columbia Capital, Charles River 13 133 81% 16.8x 6. Yelp Content Bessemer, Elevation Partners, Benchmark 15 107 79% 19.1x 7. Zillow Content Benchmark, TCV 20 69 78% 14.2x 8. Bazaarvoice Digital Media Platform & Services Austin Ventures, Battery Ventures 12 114 66% 12.1x 9. Synacor Digital Media Platform & Services Walden International, Crystal Internet 5 34 51% 2.5x 10. Angie's List Content Battery Ventures, T. Row e Price 13 114 45% 11.1x 11. ExactTarget Digital Media Platform & Services Technology Crossover, Greenspring 19 162 37% 7.9x 12. Zynga Gaming Kleiner Perkins, Avalon, Foundry, IVP 10 1,000 32% 6.7x 13. The Active Netw ork Digital Media Platform & Services ABS Ventures, Austin, Canaan, CRV 15 46 12% 2.6x 14. Carbonite Infrastructure Menlo, Performance Direct, Crosslink 10 63 10% 3.4x 15. Yandex Advertising Baring Vostok, Tiger Global 25 1,304 7% 13.4x 16. Tudou Holdings Social Media Crescent Peak, Sennett, IDG, GGV 29 174 2% 8.8x 17. CafePress eCommerce Sequoia, PacRim, Stratim Capital 19 86 1% 1.7x 18. HomeAw ay eCommerce Austin, Escalate, Google Ventures, IVP 27 216 (6%) 8.2x 19. NetQin Mobile Mobile Ceyuan Ventures, Sequoia 12 89 (7%) 8.2x 20. Groupon eCommerce NEA, Accel 20 700 (8%) 6.7x 21. Boingo Wireless Infrastructure ATEL, Mitsui 14 78 (10%) 3.3x 22. Vipshop eCommerce DCM 7 72 (32%) 0.8x 23. Phoenix New Media Content Bertelsmann, Intel Capital 11 140 (33%) 2.4x 24. Pandora Content Allen & Co., Crosslink, Garage, GGV 16 235 (36%) 5.8x 25. Jiayuan.com Social Media Qiming Weichuang Ventures 11 78 (53%) 1.3x 26. Renren Social Media Accel, Alibaba, DCM 14 743 (61%) 9.5x 27. FriendFinder Content Interactive Brand Development 10 50 (86%) 1.5x MEDIAN $14 $114 10.1% 8.2x Sources: Capital IQ, IPO Monitor; After-Market performance and EV based on closing prices as of 3/31/12, LTM Rev. as of 12/31/11, Businessweek (“Millennial Media Gain May Spur Mobile-Technology IPOs“), PwC “Technology, Industrial and Financial Services Sectors Lead New Offerings” 3/31/12 6 Recent Filings and Outlook for the IPO Market . The IPO market for North American companies – as well as foreign companies listing on major US and European exchanges – saw strong momentum in 1Q12 with 9 pricings and 3 filings, up from 4 and zero, respectively in 4Q11 Last year saw a number of key offerings with gross proceeds north of $500M - from Yandex, Zynga, RenRen and Groupon - though the median offering amount in 1Q12 has fallen to $88M from $161M in 4Q11 and $151M for CY11 Lighter offer sizes are suggestive of investors’ growing appetite for smaller players with explosive growth, addressing young but potentially enormous market opportunities across the DM&I landscape . According to Business Insider and TechCrunch, investors and entrepreneurs are now awaiting filings from the next group of high-growth DM&I companies like Twitter, DropBox, Instagram and Pinterest As investors await the next crop of $500M+ IPOs, Facebook’s debut is reportedly being targeting for May and could raise as much as $10B at a valuation of $100B+, producing the largest-ever Internet offering The latest private market valuations for other highly anticipated DM&I public offerings from Twitter and LivingSocial have been as high as $8.4B and $5B, respectively, according to VentureBeat Recent Filings Company Sub-Sector Largest Shareholders Amount ($M) CY11 Rev.