Quarterly Enterprise Software Market Review 1Q 2019
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Quarterly Enterprise Software Market Review 1Q 2019 Boston San Francisco 200 Clarendon Street, Floor 45 601 Montgomery Street, Suite 2010 Boston, MA 02116 San Francisco, CA 94111 Peter M. Falvey Michael H.M. Shea Christopher J. Pingpank Michael S. Barker Managing Director Managing Director Managing Director Managing Director 617.896.2251 617.896.2255 617.896.2218 415.762.8101 [email protected] [email protected] [email protected] [email protected] Jeffrey G. Cook Brad E. McCarthy Misha Cvetkovic Principal Principal Vice President 617.896.2252 617.896.2245 415.762.8104 [email protected] [email protected] [email protected] www.shea-co.com Member FINRA & SIPC Copyright ©2019 Shea & Company Overview People ▪ Industry Expertise ▪ Process Excellence 1 2 24 15+ >70 Firm focused exclusively Offices in Boston and San Professionals focused on Years of experience Transactions completed on enterprise software Francisco the software industry amongst our senior representing billions of bankers dollars in value Mergers & Acquisitions Private Placements & Capital Raising Corporate Strategy ■ Sell-side and buy-side M&A advisory ■ Late-stage venture, growth equity and buyouts ■ Corporate development advisory ■ Divestitures ■ Recapitalizations ■ Balance sheet and capital structure review ■ Restructuring ■ IPO advisory ■ Fairness opinions has received an investment from has received an investment from Superior Outcomes has been acquired by has acquired Shea & Company has advised on important transactions representing billions of dollars in value across the strategic acquirer and financial investor landscape with Clients in the U.S. as well as Shea & Company served as the financial Shea & Company served as the financial Shea & Company served as the exclusive Shea & Company served as the exclusive advisor to Clearlake advisor to Perforce and Clearlake Canada, Europe and Israel financial advisor to Magnitude financial advisor to Worksoft Public Sector & Health Care has merged with has acquired has agreed to be acquired by a portfolio company of has been acquired by has been acquired by has been acquired by a portfolio company of has merged with a portfolio company of a portfolio company of Shea & Company served as the exclusive Shea & Company served as the exclusive Shea & Company served as financial Shea & Company served as the exclusive Shea & Company served as the exclusive Shea & Company served as the exclusive Shea & Company served as the exclusive financial advisor to Aptean and Vista financial advisor to Superion and Vista advisor to Rogue Wave financial advisor to YourCause financial advisor to Perfecto financial advisor to BC Partners financial advisor to BriefCam Equity Partners Equity Partners a portfolio company of a portfolio company of a portfolio company of has made an investment in has acquired has received an investment from has been acquired by has received a strategic investment from has been acquired by has been acquired by a portfolio company of Shea & Company served as the exclusive Shea & Company served as the exclusive Shea & Company served as the exclusive Shea & Company served as the exclusive Shea & Company served as the exclusive Shea & Company served as the exclusive Shea & Company served as the exclusive financial advisor to Doxim and Strattam financial advisor to Sovos Compliance financial advisor to Clearlake Capital financial advisor to EQT financial advisor to Gurobi financial advisor to MRI Software and GI financial advisor to Secure Islands Capital Partners and Vista Equity Partners Copyright ©2019 Shea & Company 1 Contents M&A Activity Software M&A Summary: 2014 – 1Q 2019 p. 3 Software Acquisitions: 3-Year Trend Analysis p. 4 Publicly Available Software M&A Transaction Data: 1Q 2019 p. 5 Announced Software Acquisitions: 1Q 2019 p. 7 Most Active Software Acquirers: 2014 – 1Q 2019 p. 13 Public Equity Market Valuations LTM Relative Performance of Shea & Company Software Indices p. 18 Price Performance and Valuation Metrics by Segment p. 19 Equity Trading Multiples by Growth Tranche p. 20 Price Performance and Valuation Metrics of Selected Software Vendors p. 21 Equity Trading Multiples by Segment p. 22 Equity Trading Multiples by Comparable Subset p. 29 Equity Financing Activity Software IPOs: 1Q 2019 p. 33 Software IPO Pricing & Performance Data p. 34 Software IPO Pipeline p. 35 Software Private Capital Raise Activity: 1Q 2019 p. 36 Copyright ©2019 Shea & Company 2 M&A Activity Software M&A Summary: 2014 – 1Q 2019 $100 $81.4 NASDAQ $80 $72.6 $56.6 $60 $49.1 $43.4 $44.9 $36.1 $40 $28.4 $26.2 $28.8 $20.7 $21.6 $19.9 $16.7 $17.2 $20 $12.2 $12.4 $11.7 $13.3 $6.0 $9.7 $- AnnouncedDeal Value ($billions) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2014 2015 2016 2017 2018 2019 Transaction Count by Deal Size > $1bn 4 4 5 3 0 6 4 3 4 5 5 2 10 13 5 7 2 5 5 6 12 12 12 5 $500m - $1bn 5 5 2 3 2 3 7 2 4 5 5 3 6 4 8 3 2 5 3 3 0 4 7 9 $250m - $500m 3 1 4 2 4 4 6 5 4 3 13 5 7 6 3 6 5 10 4 6 4 7 5 7 < $250m 32 33 50 43 66 47 59 38 45 38 51 41 48 35 28 37 43 31 26 44 33 44 41 34 No Reported Value 118 124 117 113 157 154 129 159 130 108 145 170 198 172 146 171 187 178 140 182 156 155 168 206 Total 162 167 178 164 229 214 205 207 187 159 219 221 269 230 190 224 239 229 178 241 205 222 233 261 Notable Transactions: 1Q 2019 ($ millions) Acquirer Target Date 01/14/19 01/21/19 01/22/19 01/22/19 01/28/19 02/04/19 02/11/19 02/12/19 03/11/19 03/22/19 Enterprise Value $1,100 n/a $1,034 $724 $250 $10,867 $732 $3,566 $670 $1,300 EV / LTM Rev 8.8x n/a 6.5x n/a n/a 9.9x 7.0x 7.5x nm n/a EV / LTM EBITDA 20.0x n/a n/a n/a n/a nm nm nm n/a n/a Sources: Company releases, Wall Street research Note: EV / Revenue multiples greater than 20x and EV / EBITDA multiples greater than 50x are considered to be not meaningful Copyright ©2019 Shea & Company 3 M&A Activity Software Acquisitions: 3-Year Trend Analysis By Transaction Size (2017 – 1Q 2019) $150 180 162 # of Deals $160 Aggregate Deal Value ($ billions) 9.0x Median EV / LTM Rev 8.1x 2017 7.9x 160 $140 8.0x 137 2018 6.4x 140 $120 7.0x 120 6.0x 5.3x 2019 $100 100 5.0x 4.3x $80 3.9x 3.7x 80 4.0x 3.2x 3.1x $60 $42 60 42 3.0x 2.1x 34 $40 1.5x 40 25 2.0x 1.7x 22 19 $18 13 14 9 $20 $8 $10 $9 $9 $9 20 7 5 $3 $7 $3 $6 1.0x 0 $- 0.0x < $250m $250m - $500m $500m - $1bn > $1bn < $250m $250m - $500m $500m - $1bn > $1bn < $250m $250m - $500m $500m - $1bn > $1bn Deal Value (Enterprise Value) Deal Value (Enterprise Value) Deal Value (Enterprise Value) By Target Segment (2017 – 1Q 2019) $80 14.0x 450 414 # of Deals Aggregate Deal Value ($ billions) Median EV / LTM Rev 395 2017 $71 11.5x 400 $70 $64 12.0x 2018 350 $60 10.0x 300 2019 $50 8.0x 250 $40 200 6.0x 4.9x 5.2x 141 $30 4.2x 4.5x 150 139 130 128 $20 4.0x 3.9x 101 102 107 4.0x 2.9x $20 $16 $14 $11 2.1x 2.3x 100 64 $10 $12 2.3x 1.7x 39 $6 2.0x 1.3x 24 39 35 $10 $4 $5 $4 1.1x 50 13 $2 $1 $1 n/a 0 $- 0.0x Business IT Security Information Infrastructure Financial Business IT Security Information Infrastructure Financial Business IT Security Information Infrastructure Financial Applications Management Applications Applications Management Applications Applications Management Applications Notes: Business Applications includes: Advertising Technology; Communications; ERP & Business Applications; Marketing Applications; Technical & Embedded Applications Information Management includes: Business Intelligence; Content Management Infrastructure includes: Application Delivery & Network Acceleration; IT Operations Management; IT Security; Platforms, Development Tools & Deployment; Storage Management Sources: Company releases, Wall Street research Copyright ©2019 Shea & Company 4 M&A Activity Publicly Available Software M&A Transaction Data: 1Q 2019 ($ millions) Consideration Equity Enterprise EV / Revenue EV / EBITDA Announced Target Acquirer(s) % Cash % Stock Value Value LTM Current yr Fwd yr LTM Current yr Fwd yr 03/25/19 Tax Systems Bowmark Capital - - - $150 - - - - - - 03/22/19 eFront BlackRock 100% - - $1,300 - - - - - - 03/19/19 Magnitude Software 3i Group - - - $340 - - - - - - 03/18/19 AgileCraft Atlassian 93% 7% - $166 - - - - - - 03/14/19 Stantive Technologies Bridgeline Digital 100% - - $5 - - - - - - 03/14/19 PIEtech Envestnet 59% 41% - $500 - - - - - - 03/11/19 NGINX F5 Networks 100% - - $670 25.8x - - - - - 03/10/19 Figure Eight Appen - - - $175 - - - - - - 03/07/19 Azuqua Okta 100% - - $53 - - - - - - 03/05/19 Usabilla SurveyMonkey 67% 33% - $80 - - - - - - 03/05/19 PrescribeWellness Tabula Rasa HealthCare 100% - - $150 5.2x - 4.3x nm - 30.0x 03/04/19 Mist Systems Juniper Networks - - - $405 - - - - - - 03/02/19 C-Square Info Solutions Reliance Industries 100% - - $3 1.6x - - nm - - 03/01/19 Kforce Government Solutions ManTech International 100% - - $115 1.2x - - - - - 02/26/19 Container Chain WiseTech Global 100% - - $66 6.4x - - - - - 02/21/19 Silversheet AMN Healthcare Services 100% - - $360 - - - - - - 02/21/19 Attunity QlikTech 100% - $560 $548 6.4x 6.4x 5.2x 40.6x 40.6x 32.9x 02/19/19 Demisto Palo Alto Networks - - - $560 nm - - - - - 02/12/19 Ellie Mae Thoma Bravo 100% - $3,700 $3,566 7.5x 7.4x 7.0x 29.1x 29.1x 26.0x 02/11/19 Determine Corcentric 100% - $32 $34 1.2x - - nm - - 02/11/19 Idology GB Group 100% - - $300 7.9x - - 18.4x - - 02/11/19 Solium Capital Morgan Stanley Private Equity 100% - $828 $732 7.0x - - nm - - 02/07/19 Webroot Software Carbonite 100% - - $619 2.9x - - - - - 02/06/19 SignifAI New Relic 68% 32% - $37 - - - - - - 02/04/19 Ultimate Software Hellman & Friedman 100% - $11,000 $10,867 9.9x 9.5x 7.9x 38.4x 38.4x 33.5x 02/04/19 Top Image Systems Kofax - - $16 $22 0.8x - - - - - 02/04/19 Innovizant R Systems International - - - $4 1.3x - - - - - 02/04/19 Anova Data Ribbon Communications - 100% - $18 - - - - - - 02/01/19 Dynacommerce Holding Tech Mahindra 28% - - $18 1.7x - - - - - 02/01/19 PCSYS Tecsys 100% - - $10 0.9x - - 7.3x - - 02/01/19 MicroPact Tyler Technologies 100% - - $185 2.6x - - - - - 01/31/19 CarrierWeb Services I.D.