Quarterly Enterprise Software Market Review Q4 2019
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Quarterly Enterprise Software Market Review Q4 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 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 ©2019 Shea & Company Overview About Our Firm 1 2 24 $10Bn+ 15+ 80+ 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 12 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 received an investment from has acquired has acquired 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 financial Shea & Company served as the exclusive Shea & Company served as the financial Shea & Company served as the financial financial advisor to XebiaLabs financial advisor to OpenGov financial advisor to TCV advisor to Clearlake financial advisor to Magnitude advisor to Perforce and Clearlake advisor to Rogue Wave 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 the exclusive 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 financial advisor to BriefCam 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 – Q4 2019 p. 3 Software Acquisitions: 3-Year Trend Analysis p. 4 Publicly Available Software M&A Transaction Data: Q4 2019 p. 5 Announced Software Acquisitions: Q4 2019 p. 6 Most Active Software Acquirers: 2014 – Q4 2019 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: Q4 2019 p. 32 Software IPO Pricing & Performance Data p. 33 Software IPO Pipeline p. 34 Software Private Capital Raise Activity: Q4 2019 p. 35 2 M&A Activity Software M&A Summary: 2014 – Q4 2019 $100 NASDAQ $82.1 $80 $73.1 $56.6 $60 $49.1 $48.0 $37.8 $36.3 $40 $32.0 $35.3 $28.4 $26.2 $29.1 $19.9 $20.8 $17.7 $18.0 $20.9 $17.8 $14.1 $20 $12.2 $12.4 $11.7 $9.7 $6.0 $- Announced Deal Value ($billions) Value Deal Announced Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2014 2015 2016 2017 2018 2019 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 5 $500m - $1bn 3 2 3 7 2 3 4 5 3 6 4 8 4 2 5 3 2 0 4 7 9 3 1 3 $250m - $500m 2 4 4 6 4 3 3 13 4 6 5 3 6 4 11 5 7 4 6 5 7 8 1 1 < $250m 39 65 44 57 38 45 34 48 39 47 34 28 53 61 42 28 53 36 48 46 35 27 32 21 No Reported Value 113 153 153 126 157 129 106 144 168 194 172 145 150 167 161 129 164 151 147 163 205 177 191 150 Total 160 224 210 200 204 183 151 214 216 263 228 189 217 236 224 170 232 203 216 233 261 220 230 180 Notable Transactions: Q4 2019 ($ millions) Acquirer Target Date 10/01/19 10/14/19 10/22/19 11/02/19 11/04/19 11/06/19 11/11/19 12/04/19 12/17/19 12/19/19 Enterprise Value $450 $3,948 $2,683 $225 $540 $580 $1,297 $1,689 $4,252 $1,000 EV / LTM Rev 7.0x 5.4x 3.6x n/a n/a 11.6x 3.2x 6.9x 3.4x 16.7x EV / LTM EBITDA 28.1x 46.9x 17.0x n/a n/a n/a 12.7x nm 13.3x 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 (2017 – Q4 2019) 200 184 183 # of Deals $180 Aggregate Deal Value ($ billions) $162 9.0x Median EV / LTM Rev 2017 7.9x 180 $160 8.0x 7.0x 6.7x 160 2018 $140 7.0x 6.0x 140 $120 6.0x 115 2019 120 4.7x 4.8x $100 5.0x 4.3x 100 $79 3.8x $80 4.0x 3.5x 80 $60 3.0x 2.7x $41 2.2x 60 41 1.8x 40 26 $40 2.0x 22 17 20 14 13 16 16 $10 $11 $10 $11 20 $20 $7 $9 $7 $6 $9 1.0x 0 $- 0.0x < $250m $250m - $500m $500m - $1bn > $1bn < $250m $250m - $500m $500m - $1bn > $1bn < $250m $250m - $500m $500m - $1bn > $1bn Deal Value (Enterprise Value) Deal Value (Enterprise Value) Deal Value (Enterprise Value) By Target Segment (2017 – Q4 2019) Aggregate Deal Value ($ billions) 500 $80 $75 7.0x7.0x MedianMedian EV / LTM Rev 459 # of Deals $71 6.2x6.3x 417 5.9x 450 $70 5.5x5.7x5.7x 397 6.0x6.0x 5.5x 5.4x 5.3x5.3x 400 5.1x $60 5.1x 4.5x4.5x 350 5.0x5.0x 4.0x4.0x 4.0x4.0x $50 3.7x 300 4.0x4.0x 3.6x 3.1x 250 $40 $35 3.1x 3.0x3.0x2.5x2.5x 200 2.3x2.3x 144160 $30 $22 131 129 $20 1.8x1.8x 150 103 113 $17 $16 2.0x2.0x 101 108 $20 $15 1.2x1.2x 91 $12 $12 100 65 $10 $9 $8 35 45 $10 $5 $4 1.0x1.0x 50 0 $- 0.0x0.0x Business IT Security Information Infrastructure Financial Business IT Security Information Infrastructure Financial BusinessBusiness ITIT Security Security InformationInformation InfrastructureInfrastructure FinancialFinancial Applications Management Applications Applications Management Applications Applications Management Applications Applications Management Applications Notes: Business Applications includes: Advertising Technology; Communications; ERP & Business Applications; Marketing Applications; Technical & Embedded Applications Information Management includes: Business Intelligence; Content Management Infrastructure includes: Application Delivery & Network Acceleration; IT Operations Management; IT Security; Platforms, Development Tools & Deployment; Storage Management Sources: Company releases, Wall Street research 4 M&A Activity Publicly Available Software M&A Transaction Data: Q4 2019 ($ millions) Consideration Equity Enterprise EV / Revenue Revenue EV / EBITDA EBITDA Announced Target Acquirer(s) % Cash % Stock Value Value LTM Current yr Fwd yr Growth % LTM Current yr Fwd yr Margin % 12/23/19 Zynstra NCR - - - $131 - - - - - - - - 12/19/19 Shape Security F5 Networks 100% - - $1,000 16.7x - - - - - - - 12/17/19 Sonar Technologies Marchex 68% 32% - $13 - - - - - - - - 12/17/19 LogMeIn Francisco Partners / Evergreen Coast Capital 100% - $4,201 $4,252 3.4x - 3.2x 5% 13.3x - - 25% 12/12/19 CyberSponse Fortinet 100% - - $28 - - - - - - - - 12/12/19 Church Community Builder Pushpay 100% - - $88 - - - - - - - - 12/11/19 VividCortex SolarWinds 100% - - $118 - - - - - - - - 12/04/19 Instructure Thoma Bravo 100% - $1,811 $1,689 6.9x - - - nm - - (27%) 12/02/19 Indegy Tenable Holdings 100% - - $78 - - - - - - - - 11/26/19 Push Holdings Weyland Tech - - - $25 - - - - - - - - 11/25/19 Aporeto Palo Alto Networks 100% - - $150 - - - - - - - - 11/22/19 Frankly Media Torque Esports - 100% - $35 - - - - - - - - 11/21/19 Perfect Audience SharpSpring 100% - - $5 - - - - - - - - 11/19/19 Private Internet Access Kape Technologies - - - $128 - - - - - - - - 11/19/19 Unique Software Industries Formula Systems 100% - - $14 - - - - - - - - 11/13/19 kCentric Technologies Mediagrif 91% 9% - $13 - - - - - - - - 11/11/19 Carbonite OpenText Corporation 100% - $805 $1,297 3.2x - - - 12.7x - - 25% 11/08/19 Xitron Global Graphics 100% - - $5 - - - - 9.6x - - - 11/07/19 AccSys PAR Technology Corporation 31% 69% - $42 - - - - - - - - 11/06/19 Buildium RealPage 100% - - $580 11.6x - - - - - - - 11/04/19 Scout RFP Workday 100% - - $540 - - - - - - - - 11/02/19 ObserveIT Proofpoint 100% - -