Software Sector Summary Report
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SOFTWARE SECTOR REPORT August 2018 DEAL DASHBOARD Software $38.2 Billion 428 $64.0 Billion 770 YTD 2018 Financing Volume (1)(2) YTD 2018 Financing Transactions (1)(2) YTD 2018 M&A Volume (3) YTD 2018 M&A Transactions (3) Select Financing Transactions Quarterly Financing Volume (1)(2) Quarterly M&A Volume (3) Select M&A Transactions (4) Company Amount ($MM) $Bn $Bn Target Acquirer EV ($MM) $35 $15 $32 $550 $14 $14 $18,900 $12 $11 $12 $20 $500 $9 $19 $2,600 $6 $5 $13 $13 $12 $13 $13 $427 $2,535 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 $300 $2,000 Quarterly Financing Deal Count (1)(2) Quarterly M&A Deal Count (3) $270 315 319 $1,520 156 160 159 161 154 167 289 287 291 298 268 123 250 $250 $1,450 94 107 153 $200 $1,400 $187 $600 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Last 12 Months Software Price Performance vs. S&P 500 (5) M&A EV/ NTM Rev. Over Time (6) 45.0% All Buyers Strategic Buyers PE Buyers SPX IGV 8 ` 7.2x Financing Activity by Quarter 35.0% 7 6.4x 6 5.3x 4.9x 5.0x 25.0% 5 4.6x 4.6x 4.2x 4.3x 4.1x 4.1x 3.9x 3.9x 3.6x 3.9x3.7x 3.7x 4 3.1x 3.3x 2.7x 2.9x 2.9x 2.8x 15.0% 3 2.2x 2 5.0% 1 0 (5.0%) 2011 2012 2013 2014 2015 2016 2017 2018 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Notes: Sources: Capital IQ, PitchBook, and Dow Jones VentureSource. Market Data as of 8/31/2018. 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 select software sectors such as infrastructure and application software, excluding security software. 4) Software M&A transactions reflect select transactions in 2018 YTD. 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 Paul DiNardo James Orozco Rupert Sadler Josh Wepman Managing Director Managing Director Managing Director Managing Director Software Financial Sponsors Software, Travel & Telematics Software & Digital Media [email protected] [email protected] [email protected] [email protected] Daniel Avrutsky Clark Callander Chris Gough Derek Bell Managing Director Managing Director Managing Director Managing Director HCM Software Technology Real Estate Tech Business Services [email protected] [email protected] [email protected] [email protected] Arthur Kirsch Glen Kruger Saif Malik Managing Director Director Vice President Healthcare IT Commerce Software Software [email protected] [email protected] [email protected] Executive Leadership Select Europe Team Select Asia Team Todd Carter Geoff Baldwin *Phil Adams **Sascha Pfeiffer ***Akikazu Ida ***Ryuichi Kanemaki Co-President & CEO Co-President & CEO CEO of GCA Altium Co-Head of European Co-Head of Asian Managing Director [email protected] [email protected] [email protected] Technology & Media Technology & Media [email protected] [email protected] [email protected] John Lambros Alex Vitale *Stephen Georgiadis *Adrian Reed Sameer Jindal Tomohiko Kubota President of GCA US Head of San Francisco Office Managing Director Managing Director Managing Director Representative Director at Head of New York Office Auto Tech [email protected] [email protected] Head of Indian Operations GCA Technovation Head of Digital Media [email protected] [email protected] [email protected] [email protected] **Tobias Schultheiss **Raiko Stelten Managing Director Director [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 at GCA Altium AG, a wholly-owned subsidiary of GCA Corporation. 3 ***Akikazu Ida and Ryuichi Kanemaki are Managing Directors at GCA Corporation. GCA OVERVIEW Deep Software Sector Expertise Preferred Investment Acquired by Acquired by Acquired by Investment from Acquired by Acquisition of Acquisition of Acquired by Acquired by From Financial Advisor We Advised the Seller We Advised the Seller We Advised the Seller Financial Advisor We Advised the Seller We Advised the Buyer We Advised the Buyer We Advised the Seller We Advised the Seller Acquired by Acquired by Preferred Preferred Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Stock Stock We Advised the Seller Financial Advisor We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Seller Financial Advisor We Advised the Seller We Advised the Seller We Advised the Seller Strategic Acquired by Acquisition of Acquired by Acquired by Convertible Note Investment from Acquisition of Acquisition of Acquired by Advisory Offering Services We Advised the Seller We Advised the Buyer We Advised the Seller We Advised the Seller Financial Advisor Financial Advisor Financial Advisor We Advised the Buyer We Advised the Buyer Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Acquisition of Acquired by We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Buyer We Advised the Seller Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Acquired by Fairness Opinion to We Advised the Seller Buddy Media We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Seller We Advised the Seller Notes: The above transactions represent a compilation of past and current deals that GCA entities, including GCA Advisors, LLC, GCA Corporation and GCA Altium, have advised on. Generally, GCA Corporation advises Asian-based 4 transactions, while GCA Advisors, LLC advises U.S.-based transactions and GCA Altium advises UK/European-based transactions. At times, multiple GCA entities may be retained to advise on the same transaction. RECENT STOCK PERFORMANCE Index Performance Last 12 Months Last 3 Years 70% 60% 150% 50% 40% 100% 30% 50% 20% 10% 0% 0% (10%) (50%) Aug-17 Oct-17 Dec-17 Feb-18 Apr-18 Jun-18 Aug-18 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Sector 3 Months 1 Year 3 Years Platform 9.9% 31.8% 97.4% Security 10.7% 32.2% 46.6% Infrastructure 9.6% 49.5% 91.6% SaaS / On Demand 15.8% 61.0% 148.0% BI & Analytics 17.0% 55.6% 50.7% Vertical 12.1% 23.3% 51.1% Notes: Sources: Capital IQ. Market Data as of 8/31/2018. Platform: ADBE, IBM, MSFT, ORCL, SAP. Security: 4704, ABT, CBLK, CHKP, CYBR, FEYE, FSC1V, FTNT, IMPV, MIME, MOBL, PANW, PFPT, QLYS, RPD, SCWX, SPLK, SYMC, TENB, ZIXI, ZS. Infrastructure: ALTR, APPN, ATEN, CA, CTXS, CVLT, DAVA, FFIV, LOGM, MCRO, NEWR, NOW, NTCT, NTNX, PRGS, PSTG, RHT, SAIL, SOW, SPLK, TEAM, VMW. SaaS / On Demand: AMBR, APPN, APTI, AVLR, AYX, AZPN, BCOV, BLKB, BNFT, BOX, CARB, CLDR, COUP, CRM, CSLT, CSOD, DBX, DOCU, ECOM, FIVN, HUBS, INST, JCOM, LOGM, LPSN, MDB, MIME, NEWR, NOW, OKTA,OPRA, PAYC, PCTY, PCYG, PVTL, QLYS, RNG, RP, SEND, SHOP, SMAR, SPSC, TWOU, ULTI, VEEV, WDAY, WK, YEXT, ZEN, ZUO. BI & Analytics: ATTU, AYX, CDAY, CDLX, CLDR, DATA, DOMO, 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, VEEV. TRADING COMPARABLES Valuation and Operational Metrics EV / 2018E Revenue EV / 2018E EBITDA 8.0x 7.6x Median: 5.9x 45.0x 41.9x 40.0x 7.0x 5.9x 5.9x 5.9x 5.7x 35.0x 30.6x 6.0x 30.1x Median: 27.3x 30.0x 5.0x 4.7x 24.5x 25.0x 22.5x 4.0x 20.0x 3.0x 14.6x 15.0x 2.0x 10.0x 1.0x 5.0x 0.0x 0.0x SaaS Platform Security Infrastructure Vertical BI & Analytics SaaS Infrastructure Security BI & Analytics Vertical Platform 2018E / 2017A Revenue Growth 2018E EBITDA Margin 25.0% 45.0% 38.7% 20.2% 40.0% 18.8% 20.0% 35.0% 15.5% 14.9% Median: 15.2% 13.2% 30.0% 25.9% 25.6% Median: 23.5% 15.0% 21.4% 25.0% 20.0% 19.5% 18.7% 10.0% 8.0% 15.0% 5.0% 10.0% 5.0% 0.0% 0.0% SaaS BI & Analytics Security Vertical Infrastructure Platform Platform Vertical Infrastructure Security SaaS BI & Analytics Notes: Sources: Capital IQ. Market Data as of 8/31/2018. Figures represent mean values of respective comp groups. Platform: ADBE, IBM, MSFT, ORCL, SAP. Security: 4704, ABT, CBLK, CHKP, CYBR, FEYE, FSC1V, FTNT, IMPV, MIME, MOBL, PANW, PFPT, QLYS, RPD, SCWX, SPLK, SYMC, TENB, ZIXI, ZS.