Technology Investment Banking 2015 Year in Review
Total Page:16
File Type:pdf, Size:1020Kb
Technology Investment Banking 2015 Year in Review Member FINRA | SIPC U.S. TECHNOLOGY | 2015 YEAR IN REVIEW Technology Investment Banking This summer I said to a friend “it feels like 1999 in the Bay Area” – his reply “it is worse.” For me, 1999 in the Bay Area equaled: bad traffic; dramatic innovation driven by the nascent internet economy; lofty public market valuations; excess; and mature technology companies that needed to evolve, contract, or be replaced. Swap the words “internet” with “cloud and mobility” and “public market valuations” with “acquisition and private market valuations” and it feels like 1999 (sans a catchy song and Uber). Much will be written on the unicorns in end of year reports. Instead, we focus on the middle market where: Companies are acquiring for innovation Maturing technology is changing ownership – divestitures and acquisitions Private equity is becoming a more significant consolidator of new technology and providing growth equity, consistent with a broader private equity focus on the middle market and diversified asset management Venture investing remains robust with the addition of increased corporate, international, and other investor participation Add these M&A and fundraising tailwinds with solid technology innovation, including mobility, lower technology development costs, and a solidified public cloud infrastructure (Amazon, Microsoft), and we think the future is bright for sustained middle market M&A. It seems like we are in a venture market technology bubble. The thing about bubbles – they are easy to spot with anecdotal data. The harder part is knowing when the bubble will burst. Someone luckier than us will perfectly time the bust and end up with a Wall Street Journal story and a Fortune feature. Data points that we are watching and that seem excessive include: corporate venture and incubation; crowdfunding, incubators, and entrepreneur mentorship programs; and the number of well-funded, duplicative companies. A bursting bubble may let some air out of M&A valuations, but we do not think it will stall middle market M&A activity. Our advice to business owners and investors remains the same – build (invest in) an enduring business where you have expertise, spend in proportion to the market opportunity and competitive environment, and partner with complementary companies to drive value for customers. Companies will continue to look to the private markets for innovation and will look first to partners where they have joint-customer success. In the following pages we share our analysis of 2015, and provide valuation indications for selected M&A transactions and publicly traded companies. 1 ABOUT OUR FIRM Technology Investment Banking Cassel Salpeter & Co. is a boutique investment banking firm focused on providing independent and objective advice to middle market and emerging growth companies. Finding the right financial partner in the fragmented technology market requires solid industry positioning and broad industry relationships. We can help. Our experience and services include: Mergers & Acquisitions Capital Raising Other Services Financial advisory Financial advisory Fairness opinions Sales to strategic and private Equity and debt private Solvency opinions equity buyers placements Valuations Divestitures to strategic and Growth capital Restructuring, refinancing, and private equity buyers PIPEs distressed M&A transactions Buy-side acquisition programs Recapitalizations Debtor and creditor Leveraged & management representations buyouts 363 sales & plans of Going private transactions reorganization James S. Cassel Scott Salpeter Ranjini Chandirakanthan Chairman President Director, Technology [email protected] [email protected] [email protected] 305-438-7701 305-438-7702 305-438-7811 www.casselsalpeter.com 2 Technology Investment Banking I 2015 YEAR IN REVIEW II M&A TRANSACTIONS III PUBLIC MARKETS REVIEW 3 U.S. TECHNOLOGY M&A REMAINS ROBUST Technology Investment Banking While it is interesting to look at M&A dollar volume, it is misleading. Mega deals drive dollar volume. In 2015, the largest 5 deals contributed 27% of the total deal value. 75% of the 2015 transaction values were not announced, indicating a healthy middle market. M&A Transactions M&A Transactions by Size Value, $Bs No. of Transactions $250 Closed Transactions 2,500 Closed Transactions 2,226 2,148 100% 1,874 $200 1,819 2,000 80% 1,518 1,344 $150 1,500 60% $100 1,000 40% $50 500 20% $- 0 0% 2010 2011 2012 2013 2014 2015 2010 2011 2012 2013 2014 2015 Value, $Bs No. of Transactions Undisclosed Under $100M $100M - $250M $250M-$1B $1B+ Selected 2015 Transactions, No Deal Values Provided ($ in millions) Date Annc. Closed Target Acquirer Seller(s) Target Industry 3-Sep-15 2-Nov-15 Sirius Computer Solutions, Inc. Kelso & Company Thoma Bravo, LLC IT Consulting and Other Services 19-Jun-15 1-Jul-15 Intelius H.I.G. Capital Undisclosed Internet Software and Services 8-May-15 8-May-15 Compusearch Software Systems, Inc. ABRY Partners, LLC Arlington Capital Partners , JMI Equity Application Software 14-Apr-15 4-May-15 Fidelis Cybersecurity Marlin Equity Partners, LLC General Dynamics Infrastructure Software 5-Nov-14 2-Feb-15 FishNet Consulting, Inc. Accuvant, Inc. (nka:Optiv Security Inc.) Investcorp IT Consulting and Other Services Sources of information: Pitchbook. 4 STRATEGIC ACQUIRERS CONSOLIDATE Technology Investment Banking Technology companies continue to acquire for innovation or for economies of scale. Two notable trends: Acquisitions by VC-backed companies are growing Following a broader private equity move from large buy-outs to diversified financial companies, private equity firms are consolidating smaller, fragmented segments of technology Number of M&A Transactions by Buyer Type Example Strategic Platform Acquisitions Closed Transactions Date 100% Annc. Closed Target Acquirer Alphabet (Google) - Nest 80% 13-Jan-14 7-Feb-14 Nest Labs, Inc. Alphabet (Google) 20-Jun-14 17-Jul-14 Dropcam, Inc. Nest Labs, Inc. 60% 24-Oct-14 24-Oct-14 Revolv Inc. Nest Labs, Inc. 40% Microsoft Dynamics 6-Jan-14 18-Feb-14 Parature, Inc. Microsoft Dynamics Inc. 20% 19-Mar-13 7-Mar-13 Netbreeze GmbH Microsoft Dynamics Inc. 17-Oct-12 17-Oct-12 MarketingPilot Software, LLC Microsoft Dynamics Inc. 0% 2010 2011 2012 2013 2014 2015 Strategic, Other Strategic, VC Add-on Strategic, PE Add-on PE Buyout Example VC Supported Acquisitions Example PE Platform, Add-On Acquisitions Date Date Annc. Closed Target Acquirer Annc. Closed Target Acquirer Docusign 9-May-14 9-May-14 DealerSocket, Inc. Vista Equity Partners 10-Nov-15 10-Nov-15 Estate Assist, Inc. DocuSign, Inc. 19-Jan-15 19-Jan-15 DealerFire Inc. DealerSocket, Inc. 8-Sep-15 21-Sep-15 Selected assets from OpenTrust DocuSign, Inc. 26-Feb-15 26-Feb-15 Finance Express, LLC DealerSocket, Inc. 11-Mar-15 11-Mar-15 Algorithmic Research Ltd. DocuSign, Inc. 5-May-15 5-May-15 Autostar Solutions, Inc. DealerSocket, Inc. 7-Mar-14 10-Mar-14 Comprova.com Informatica S.A. DocuSign, Inc. 20-Aug-15 1-Oct-15 Dealertrack Inventory+ DealerSocket, Inc. 15-May-13 15-May-13 Cartavi, Inc. DocuSign, Inc. Marlin Equity Partners - Changepoint Slack 8-Jan-14 31-Jan-14 Changepoint Marlin Equity Partners, LLC 28-Jan-15 28-Jan-15 Screenhero, Inc Slack Technologies, Inc. 18-Aug-14 18-Aug-14 Daptiv, Inc. Changepoint Corporation 25-Sep-14 25-Sep-14 Spaces Slack Technologies, Inc. 2-Apr-15 2-Apr-15 Barometer, Inc. Changepoint Corporation 5 Sources of information: Pitchbook and S&P Capital IQ. PRIVATE EQUITY INVESTS IN TECHNOLOGY Technology Investment Banking Consistent with the broader private equity move from large buyouts to diversified asset managers, private equity is embracing middle market technology. Large and leveraged technology buyouts will continue. In the middle market, PE fund managers are: Making multiple technology bets, with a platform and add-on strategy Focused on growth, future cash flow, and equity financing Sources of Funds: U.S. PE Funds Raised, Avail. for Tech PE Investments PE Funds Closed $200 Closed Transactions 718 800 $400 347 400 724 325 625 301 305 595 284 276 $300 300 $150 517 499 600 230 436 225 213 415 345 371 $200 175 178 200 $100 306 400 $100 100 $50 200 $- 0 $- 0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Value, $Bs No. of Funds Value, $Bs No. of Transactions PE Investments: Estimated Value by Type PE Investments: No. of Transactions by Type Closed Transactions Closed Transactions 100% 100% 80% 80% 60% 60% 40% 40% 20% 20% 0% 0% 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Investment, non-control Buyout - Public Co. Investment, non-control Buyout - Public Co. Buyout - Private Co. Add-on Acquisition Buyout - Private Co. Add-on Acquisition Sources of information: Pitchbook. 6 PRIVATE EQUITY TECHNOLOGY EXITS FAVOR M&A Technology Investment Banking Consistent with the PE investment strategy outlined on the prior page, we expect continued middle market exits to strategic acquirers and to other PE firms. PE Exits: Estimated Value by Type PE Exits: No. of Transactions by Type $80 Closed Transactions 225 Closed Transactions $74.3 204 200 $70 176 175 $60 $59.8 158 $50.0 150 141 $50 $44.5 132 125 $39.7 125 116 114 $40 $30.6 100 88 $30 $25.9 89 $22.6 75 58 $20 $16.1 $13.8 $11.4 50 $10 25 $- - 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Strategic Sale PE Sale IPO Strategic Sale PE Sale IPO Selected 2015 PE Exits ($ in millions) Date Enterprise Annc. Closed Target Acquirer Seller(s) Value M&A, PE to Strategic 27-Oct-15 22-Dec-15 Lancope, Inc. Cisco Systems, Inc. Canaan Partners; H.I.G.