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Software Sector Summary Report SOFTWARE SECTOR REPORT November 2017 DEAL DASHBOARD Software $43.4 Billion 586 $41.8 Billion 95 Financing Volume YTD (1)(2) Financing Transactions YTD (1)(2) M&A Volume YTD (3) M&A Transactions YTD (3) Select Financing Transactions Quarterly Financing Volume (1)(2) Quarterly M&A Volume (3) Select M&A Transactions (4) $Bn $Bn (61%) Company Amount ($MM) 38% Target Acquirer EV ($MM) $14 $50 $12 $11 $117 $10 $41 $3,903 $9 $6 $6 $24 $114 $6 $5 $1,917 $16 $15 $12 $12 $6 $5 $68 $1,125 ( ) Q3'15 Q4'15 Q1'16 Q2'16Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 $60 $713 Quarterly Financing Deal Count (1)(2) Quarterly M&A Deal Count (3) $47 37% $614 156 160 159 8% 118 127 123 103 111 $40 94 29 29 29 29 $531 24 24 25 21 $25 14 $459 $25 $382 Q3'15 Q4'15 Q1'16 Q2'16Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Last 12 Months Software Price Performance vs. S&P 500 (5) M&A EV/ NTM Rev. Over Time (6) 50.0% SPX IGV 45.0% ` All Buyers Strategic Buyers PE Buyers Financing Activity by Quarter 40.0% 6.0x 36% 5.3x 35.0% 4.7x 4.9x 5.0x 4.5x 4.6x 4.2x 4.3x 30.0% 3.9x 3.9x 4.0x 4.1x 4.0x 3.6x 3.7x 25.0% 3.1x 2.9x 2.7x 2.9x 2.9x 2.9x 2.8x 20.0% 3.0x 19% 2.2x 15.0% 2.0x 10.0% 1.0x 5.0% 0.0% 0.0x Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 2011 2012 2013 2014 2015 2016 2017 YTD (5.0%) Notes: Sources: Capital IQ, PitchBook, and Dow Jones VentureSource. Market Data as of 12/5/2017. 1) Criteria based on software series A and subsequent rounds of global financings greater than or equal to $20MM. 2) Financings include Software Venture and Private Equity Growth / Expansion activity. 3) Criteria based on global target software M&A deals with transaction enterprise values greater than $50MM. 4) Software M&A transactions reflect select transactions in CY2017. M&A metrics are based on closed and announced transactions. 2 5) iShares North American Tech-Software ETF (IGV), used as proxy for software landscape. Top holdings in the ETF include ADBE, MSFT, ORCL, CRM, and INTU. 6) Criteria based on global public target software M&A deals with enterprise transaction values greater than $100MM. GCA OVERVIEW The GCA Software Team US Team Daniel Avrutsky Jimmy Orozco Josh Wepman Paul DiNardo Steve Fletcher Managing Director Managing Director Managing Director Managing Director Managing Director [email protected] [email protected] Software & Digital Media [email protected] Head of Software [email protected] [email protected] Gautam Garg Glen Kruger Mike Janovec Vice President Director Vice President [email protected] [email protected] [email protected] Alex Vitale Arthur Kirsch Chris Gough Derek Bell Managing Director Managing Director Managing Director Managing Director Auto Tech Healthcare IT Real Estate Tech Business Services [email protected] [email protected] [email protected] [email protected] John Lambros JT Herman Peter Bang Sean Minnihan Managing Director Managing Director Managing Director Managing Director Head of Digital Media Industrial Technology Financial Services FinTech [email protected] [email protected] Financial Software Financial Software [email protected] [email protected] Executive Leadership Select Europe Team Select Asia Team Todd Carter *Adrian Reed *Phil Adams **Raiko Stelten ***Akikazu Ida ***Ryuichi Kanemaki Co-President & CEO Managing Director CEO of GCA Altium Director Co-Head of Asian Managing Director [email protected] [email protected] [email protected] [email protected] Technology & Media [email protected] [email protected] Clark Callander **Sascha Pfeiffer *Stephen Georgiadis **Tobias Schultheiss Sameer Jindal ***Tomohiko Kubota Managing Director Co-Head of European Managing Director Managing Director Managing Director Managing Director Head of Investment Banking Technology & Media [email protected] [email protected] Head of Indian Operations CEO of AMPLIA [email protected] [email protected] [email protected] [email protected] *Adrian Reed, Phil Adams and Stephen Georgiadis are Managing Directors at GCA Altium Limited, a wholly-owned subsidiary of GCA Corporation. **Raiko Stelten, Sascha Pfeiffer and Tobias Schultheiss are Managing Directors/Directors at GCA Altium AG, a wholly-owned subsidiary of GCA Corporation. 3 ***Akikazu Ida, Ryuichi Kanemaki and Tomohiko Kubota are Managing Directors at GCA Corporation. RECENT STOCK PERFORMANCE Index Performance Last 12 Months Last 3 Years 55% 80% 50% 70% 45% 60% 40% 50% 35% 40% 30% 30% 25% 20% 20% 10% 15% 0% Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Mar-17 Jun-17 Sep-17 Dec-17 10% (10%) 5% (20%) 0% (30%) Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 (5%) (40%) (10%) (50%) Notes: Sources: Capital IQ. Market Data as of 12/5/2017. Platform: ADBE, IBM, MSFT, ORCL, SAP. Security: ABT, CHKP, CUDA, CYBR, FEYE, FSC1V, FTNT, IMPV, IPAS, MIME, MOBL, PANW, PFPT, QLYS, RPD, SCWX, SPLK, SYMC, Trend Micro, VDSI, ZIXI. Infrastructure: ALTR, APPN, ATEN, CA, CTXS, CVLT, FFIV, LOGM, MCRO, MULE, NEWR, NOW, NTCT, NTNX, PRGS, PSTG, RHT, SOW, SPLK, TEAM, VMW. SaaS / On Demand: AMBR, APPN, APTI, AYX, AZPN, BCOV, BLKB, BNFT, BOX, CALD, CARB, CLDR, COUP, CRM, CSLT, CSOD, ECOM, FIVN, HUBS, INST, JCOM, LOGM, LPSN, MDB, MIME, MRIN, MULE, NEWR, NOW, OKTA, PAYC, PCTY, PCYG, QLYS, RNG, RP, SHOP, SPSC, TWOU, ULTI, VEEV, WDAY, WK, YEXT, ZEN. BI & Analytics: ATTU, AYX, CLDR, DATA, DWCH, FICO, GSUM, HDP, MSTR, SPLK, TDC, VRNT. 4 Vertical: APPF, ATHN, BLKB, CERN, CLGX, CSLT, CSU, ELLI, GWRE, HSTM, INOV, INST, MDRX, MDSO, RP, SSNC, SSNI, VEEV. TRADING COMPARABLES Valuation and Operational Metrics EV / 2017E Revenue EV / 2017E EBITDA 7.0x 6.5x 40.0x 34.7x 33.5x 5.7x 5.7x Median: 5.4x 35.0x Median: 27.1x 6.0x 5.1x 30.0x 27.9x 26.2x 25.3x 5.0x 4.4x 4.2x 25.0x 4.0x 20.0x 3.0x 15.1x 15.0x 2.0x 10.0x 1.0x 5.0x 0.0x 0.0x SaaS Infrastructure Platform Vertical BI & Analytics Security SaaS BI & Analytics Security Infrastructure Vertical Platform 2017E / 2016A Revenue Growth 2017E EBITDA Margin 40.0% 40.0% 37.8% 35.0% 35.0% 30.0% 26.9% 30.0% 24.7% Median: 22.7% Median: 17.3% 23.5% 25.0% 21.7% 25.0% 21.9% 19.0% 20.0% 15.7% 15.2% 20.0% 17.2% 14.0% 15.0% 12.5% 15.0% 10.0% 10.0% 5.0% 5.0% 0.0% 0.0% SaaS Infrastructure BI & Analytics Security Vertical Platform Platform Infrastructure Vertical Security SaaS BI & Analytics Notes: Sources: Capital IQ. Market Data as of 12/5/2017. Figures represent mean values of respective comp groups. Platform: ADBE, IBM, MSFT, ORCL, SAP. Security: ABT, CHKP, CUDA, CYBR, FEYE, FSC1V, FTNT, IMPV, IPAS, MIME, MOBL, PANW, PFPT, QLYS, RPD, SCWX, SPLK, SYMC, Trend Micro, VDSI, ZIXI. Infrastructure: ALTR, APPN, ATEN, CA, CTXS, CVLT, FFIV, LOGM, MCRO, MULE, NEWR, NOW, NTCT, NTNX, PRGS, PSTG, RHT, SAIL, SOW, SPLK, TEAM, VMW. SaaS / On Demand: AMBR, APPN, APTI, AYX, AZPN, BCOV, BLKB, BNFT, BOX, CALD, CARB, CLDR, COUP, CRM, CSLT, CSOD, ECOM, FIVN, HUBS, INST, JCOM, LOGM, LPSN, MDB, MIME, MRIN, MULE, NEWR, NOW, OKTA, PAYC, PCTY, PCYG, QLYS, RNG, RP, SEND, SHOP, SPSC, TWOU, ULTI, VEEV, WDAY, WK, YEXT, ZEN. BI & Analytics: ATTU, AYX, CLDR, DATA, DWCH, FICO, GSUM, HDP, MSTR, SPLK, TDC, VRNT. 5 Vertical: APPF, ATHN, BLKB, CERN, CLGX, CSLT, CSU, ELLI, GWRE, HSTM, INOV, INST, MDRX, MDSO, RP, SSNC, SSNI, VEEV. PUBLIC COMPANY VALUATIONS Software Trading Statistics ($MM, Except Per Share Data) Stock Trading Statistics Operating Metrics Price Equity Net Enterprise EV / Revenue EV / EBITDA Price / EPS CY Rev. Growth EBITDA Margin 12/5/2017 Value Debt Value CY 16A CY 17E CY 18E CY 16A CY 17E CY 18E CY 16A CY 17E CY 18E 16A/15A 17E/16A 18E/17E CY 16A CY 17E CY 18E Platform Microsoft Corporation $81.59 $629,433 ($44,660) $584,773 6.7x 5.8x 5.3x 20.0x 14.7x 13.2x 36.4x 23.9x 23.1x (1.0%) 16.1% 9.1% 33.5% 39.3% 40.1% Oracle Corporation $47.99 200,286 (13,606) 186,680 5.0 4.8 4.6 12.8 10.4 9.9 22.9 16.7 15.6 (0.6%) 4.7% 3.6% 39.2% 46.0% 46.6% International Business Machines Corporation $155.35 143,822 34,127 177,949 2.2 2.3 2.3 9.6 9.3 9.0 12.5 11.3 11.2 (2.2%) (1.6%) (0.1%) 23.2% 24.3% 25.3% SAP SE $111.41 133,573 683 134,257 5.8 4.8 NA 21.1 NA NA 34.7 NA NA 3.1% 19.7% NA 27.4% NA NA Adobe Systems Incorporated $167.54 82,588 (3,479) 79,108 13.5 10.9 9.1 43.4 26.1 20.3 72.2 39.7 30.4 22.1% 23.8% 20.3% 31.1% 41.8% 44.8% Mean 6.6x 5.7x 5.3x 21.4x 15.1x 13.1x 35.7x 22.9x 20.1x 4.3% 12.5% 8.2% 30.9% 37.8% 39.2% Median 5.8 4.8 5.0 20.0 12.6 11.6 34.7 20.3 19.4 (0.6%) 16.1% 6.4% 31.1% 40.6% 42.4% Infrastructure VMware, Inc.
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