Quarterly Enterprise Software Market Review Q2 2020
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Quarterly Enterprise Software Market Review Q2 2020 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 William Broughton Misha Cvetkovic Principal Principal Vice President Vice President 617.896.2252 617.896.2245 617.896.2248 415.762.8104 [email protected] [email protected] [email protected] [email protected] www.sheaco.com Member FINRA & SIPC Copyright ©2020 Shea & Company Overview About Our Firm 1 2 29 $10Bn+ 15+ 90+ Firm focused exclusively on Offices in Boston and San Professionals focused on the Advised transaction value in Average years of experience Transactions completed enterprise software Francisco software industry last 18 months amongst our senior bankers representing billions of dollars in value Mergers & Acquisitions, Private Placements & Capital Raising 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 Canada, Europe and Israel. has been acquired by has been acquired by has made a majority investment in has been acquired by has been acquired by has been acquired by has acquired Shea & Company served as the exclusive Shea & Company served as a financial Shea & Company served as the exclusive Shea & Company served as the exclusive Shea & Company served as the exclusive Shea & Company served as the financial Shea & Company served as the exclusive financial advisor to Hg advisor to Callyo financial advisor to Vitruvian Partners financial advisor to Pondera financial advisor to Kofile advisor to XebiaLabs financial advisor to SmartBear Public Sector & Healthcare has been acquired by have been merged with has acquired has acquired has acquired has been acquired by has been acquired by 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 financial Shea & Company served as the exclusive financial advisor to Aptean, Superion and financial advisor to BC Partners financial advisor to Clearlake financial advisor to EQT financial advisor to Gurobi advisor to Rogue Wave financial advisor to YourCause Vista Equity Partners has received an investment from has received an investment from has been acquired by has received an investment from has been acquired by has received an investment from has been acquired by 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 Granicus and its owner financial advisor to Sovos Compliance and financial advisor to MRI Software and its financial advisor to MRI Software and its financial advisor to Bronto financial advisor to Mimecast financial advisor to ProfitLogic owner GI Partners K1 Investment Management its owner Vista Equity Partners owner Vista Equity Partners 1 Quarterly Enterprise Software Market Review Contents M&A Activity Software M&A Summary: 2014 – Q2 2020 p. 3 Software Acquisitions: 3-Year Trend Analysis p. 4 Publicly Available Software M&A Transaction Data: Q2 2020 p. 5 Announced Software Acquisitions: Q2 2020 p. 6 Most Active Software Acquirers: 2014 – Q2 2020 p. 10 Public Equity Market Valuations LTM Relative Performance of Shea & Company Software Indices p. 16 Price Performance and Valuation Metrics by Segment p. 17 Equity Trading Multiples by Growth Tranche p. 18 Price Performance and Valuation Metrics of Selected Software Vendors p. 19 Equity Trading Multiples by Segment p. 20 Equity Trading Multiples by Comparable Subset p. 28 Equity Financing Activity Software IPOs: Q2 2020 p. 32 Software IPO Pricing & Performance Data p. 33 Software IPO Pipeline p. 34 Software Private Capital Raise Activity: Q2 2020 p. 35 2 M&A Activity Software M&A Summary: 2014 – Q2 2020 $100 NASDAQ $82.1 $80 $72.9 $56.6 $60 $49.3 $48.0 $37.8 $36.3 $40 $32.1 $35.5 $28.7 $26.2 $29.6 $21.8 $22.5 $19.9 $20.8 $18.0 $14.3 $17.7 $16.6 $20 $12.2 $12.4 $12.4 $9.7 $6.0 $2.6 $- Announced Deal Value ($billions) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2014 2015 2016 2017 2018 2019 2020 Transaction Count by Deal Size > $1bn 3 0 6 4 3 3 4 4 2 10 13 5 4 2 5 5 6 12 11 12 5 5 5 4 8 0 $500m - $1bn 3 2 3 7 2 4 4 5 3 6 4 8 4 2 5 3 2 0 4 7 9 3 2 3 2 1 $250m - $500m 2 4 5 6 4 3 3 13 4 6 5 3 6 4 11 5 7 4 6 4 8 8 1 1 3 2 < $250m 39 65 44 57 38 45 35 48 39 47 36 28 53 62 42 28 55 36 48 48 36 29 36 22 23 24 No Reported Value 113 153 153 126 157 129 106 144 168 194 172 145 151 167 161 131 164 152 149 164 204 182 193 152 199 131 Total 160 224 211 200 204 184 152 214 216 263 230 189 218 237 224 172 234 204 218 235 262 227 237 182 235 158 Notable Transactions: Q2 2020 ($ millions) Acquirer Target Date 4/15/20 4/28/20 4/30/20 5/13/20 5/13/20 5/27/20 6/2/20 6/19/20 6/23/20 6/25/20 Enterprise Value $104 $145 $120 $70 $190 $330 $365 $71 $825 $37 EV / LTM Rev 3.6x 14.5x n/a 3.5x 3.3x 8.7x 7.2x n/a n/a 3.3x EV / LTM EBITDA n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a Sources: Company releases, Wall Street research Note: EV / Revenue multiples greater than 20x and EV / EBITDA multiples greater than 50x are considered to be not meaningful 3 M&A Activity Software Acquisitions: 3-Year Trend Analysis By Transaction Size (2018 – Q2 2020) # of Deals Aggregate Deal Value ($ billions) Median EV / LTM Rev 200 187 $180 9.0x 2018 $162 7.9x 7.9x 180 $160 8.0x 7.0x 6.7x 160 2019 $140 7.0x 6.5x 140 123 $120 6.0x 5.4x 2020 120 4.7x 4.7x $100 5.0x 100 $77 3.8x $80 4.0x 80 2.6x $60 3.0x 2.3x 60 46 41 1.5x 40 $40 2.0x 21 18 17 19 $19 13 8 $20 $11 $8 $7 $9 $11 1.0x 20 5 3 $2 $7 $2 $2 - $- - < $250m $250m - $500m $500m - $1bn > $1bn < $250m $250m - $500m $500m - $1bn > $1bn < $250m $250m - $500m $500m - $1bn > $1bn Deal Value (Enterprise Value) Deal Value (Enterprise Value) Deal Value (Enterprise Value) By Target Segment (2018 – Q2 2020) # of Deals Aggregate Deal Value ($ billions) Median EV / LTM Rev 473 $80 $74 7.0x 500 $71 6.4x 2018 422 5.9x 450 $70 5.5x 6.0x 5.5x 5.3x 5.0x 5.1x 400 2019 $60 5.0x 350 $50 4.0x 2020 3.6x 300 4.0x 3.3x $40 3.2x 250 $30 178 $26 3.0x 2.3x 200 161 $30 $22 145 1.7x 150 113 $16 2.0x 1.5x 103 92 109 $20 $15 $11 $10 100 66 65 $9 $8 48 46 46 $10 $4 $6 1.0x 50 21 $0 $2 nm - $- - Business IT Security Information Infrastructure Financial Business IT Security Information Infrastructure Financial Business IT Security Information Infrastructure Financial Applications Management Applications Applications Management Applications Applications Management Applications Notes: Business Applications includes: Advertising Technology; Communications; ERP & Business Applications; Marketing Applications; Technical & Embedded Applications Information Management includes: Business Intelligence; Content Management Infrastructure includes: Application Delivery & Network Acceleration; IT Operations Management; IT Security; Platforms, Development Tools & Deployment; Storage Management Sources: Company releases, Wall Street research 4 M&A Activity Publicly Available Software M&A Transaction Data: Q2 2020 ($ millions) Consideration Equity Enterprise EV / Revenue EV / EBITDA Announced Target Acquirer(s) % Cash % Stock Value Value LTM FTM LTM FTM 06/25/20 Boldon James HelpSystems - - - $37 3.3x - - - 06/23/20 Finicity Corp. Mastercard - - - $825 - - - - 06/19/20 Eclipse Legal Systems Access Group - - - $71 - - - - 06/15/20 Rubikloud Technologies Kinaxis 100% - - $60 - - - - 06/11/20 Kontainers Descartes Systems 100% - - $6 - - - - 06/10/20 Finjan Holdings Fortress Investment Group 100% - $44 $25 1.5x - nm - 06/10/20 PortalGuard BIO-Key International 100% - - $3 1.5x - - - 06/09/20 Webdunia.com RWS Group 100% - - $21 1.5x - - - 06/02/20 OptimalPlus National Instruments 100% - - $365 7.2x - - - 05/30/20 VTScada Delta Electronics - - - $33 - - - - 05/27/20 Eggplant Keysight Technologies - - - $330 8.7x - - - 05/26/20 CX Company CM.com N.V. 74% 26% - $17 - - - - 05/19/20 Cyberbit Charlesbank Capital Partners - - - $48 - - - - 05/19/20 VIZIYA Prometheus Group 100% - - $35 - - - - 05/18/20 Darwin CX (assets) Studio Media 83% 17% - $5 - - - - 05/13/20 Idaptive CyberArk Software 100% - - $70 - - - - 05/13/20 Ten-X Commercial CoStar Group 100% - - $190 3.3x - - - 04/30/20 Innovest Systems SS&C Technologies 83% 17% - $120 - - - - 04/28/20 DivvyCloud Rapid7 94% 6% - $145 - - - - 04/24/20 CEO Image Systems Intellinetics 100% - - $0 0.6x - - - 04/22/20 Information Strategies Sylogist 100% - - $2 0.6x - - - 04/20/20 OCL Technologies Oculus VisionTech - 100% - $2 - - - - 04/15/20 Etransmedia Technology MTBC 100% - - $2 - - - - 04/15/20 Castleton Technology MRI Software 100% - $97 $104 3.6x - - - 04/08/20 Wealth Systems Informtica TOTVS S.A.