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June 2016 Enterprise Data & A n a l y t i c s MARKET Data & Analytics Data & UPDATE M&AMARLIN & ASSOCIATES INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE TECHNOLOGY, INFORMATION AND HEALTHCARE INDUSTRIES New York San Francisco Washington, D.C. Toronto www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved Enterprise DEAR CLIENTS AND FRIENDS, Why is m&a hot in EDA when public company values are down? Our June 2016 Market Update Welcome to our latest report on values and trends in the Enterprise Data and Analytics space (“EDA”). As you will see, merger & acquisition activity in the EDA space continues to be strong – and m&a values high – in spite of the recent decline in market value for several publicly listed companies in this space. In fact, over the past few weeks we’ve seen several $1 billion+ acquisitions of public companies, including . Vista Equity (San Francisco, CA) agreed to acquire Marketo (NASDAQ:MKTO) for $1.7bn in cash; . Salesforce (NYSE:CRM) agreed to acquire Demandware (NYSE:DWRE) for $2.9bn in cash; and . Thoma Bravo (Chicago, IL) agreed to acquire Qlik (NASDAQ:QLIK) for $3bn in cash. These were three strong companies acquired by one stronger/larger one (Salesforce) and two well respected private equity firms. It’s a sign of confidence in turbulent times. And these three were not the only transactions this month. See the report that follows for information on the acquisitions of Argus Media, Market Metrics / Matrix Solutions, RigData and more. As you will see in the following report, valuations in the EDA space are strong by most rational standards – the public companies we track average 4.6x LTM revenue and 17.6x LTM EBITDA. Nevertheless, some in the sector bemoan the fact that average sector valuations dropped earlier this year following disappointing earnings and concerns over slowing top-line growth. That’s life. Values are driven by expectations for future growth, when those expectations are high, values are high – and vice versa. Expectations for growth in the EDA sector are still quite strong – and that’s part of why m&a values are strong – even if the public company values are not as strong for some firms. Further, the EDA sector has matured a lot over the past three years and that too often leads to consolidation opportunities. We are aware of several EDA firms that are exploring strategic alternatives. They should go for high prices. The aforementioned acquired public companies (Marketo, Demandware, and Qlik) were subject to significant share price declines in Q1’16. Nevertheless, the acquirers all saw past the short-term market movements and paid premium valuations to acquire premium businesses. We expect to see more deals like this in the not distant future. EDA Sectors (Indexed to 100) Marketo, Demandware, Qlik (Indexed to 100) 110 140 100 120 90 100 80 80 70 60 60 50 40 DASF DASE DAS PFDA Marketo Demandware Qlik Offer price We expect continued m&a and investment interest in the EDA sector. The participants check multiple boxes for acquirers and investors: cloud-based, fast growing, large total addressable market (TAM), and in markets with attractive tailwinds that should support future growth. We are active in the enterprise data & analytics space and are excited that the market continues to be strong for these businesses. We would be happy to discuss how we could help your business achieve its strategic goals – please do not hesitate to contact me or Jeff Trongone, our resident expert. Sincerely, Kenneth B. Marlin | Managing Partner Marlin & Associates | www.marlinllc.com Author | The Marine Corps Way to Win on Wall Street Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data, and related services. The firm is based in New York City, with offices in San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been the recipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information- technology transactions. JUNE 2016 MARLIN & ASSOCIATES: MARKET UPDATE Enterprise Data & Analytics Enterprise Data & Analytics is a broad industry containing several sectors that encompass the large and growing data assets used and generated by businesses, along with the related analytics that enhance insight and drive better business decisions. 03 Sector Comparison Snapshot 04 Sector Analyses 04 Data Analytics Services (DAS) 05 Data Analytics Software – Enterprise (DAS-E) 06 Data Analytics Software – Focused (DAS-F) 07 Proprietary Financial Data Analytics (PFDA) 08 Capital Raising Activity Trends 09 Merger & Acquisition Activity Trends Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/30/14. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above 02 JUNE 2016 ENTERPRISE DATA & ANALYTICS Sector Comparison Snapshot: Enterprise Value / Revenue DAS DAS-E DAS-F PFDA 0x 2x 4x 6x 2015E EV/Revenue LTM EV/Revenue 2016E EV/Revenue Enterprise Value / EBITDA DAS DAS-E DAS-F PFDA 0x 5x 10x 15x 20x 25x 30x 2015E EV/EBITDA LTM EV/EBITDA 2016E EV/EBITDA Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 03 JUNE 2016 DATA ANALYTICS SERVICES The Data Analytics Services (DAS) sector consists of information providers that sell data, analytics, and information services to a broad array of institutions (primarily non-financial). Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E Reed Elsevier (RELX Group) 75,542 80,914 9.1x 8.9x 26.5x 25.3x 5% 3% 34% 35% Nielsen 19,498 26,936 4.4x 4.2x 18.0x 13.6x (2%) 4% 24% 31% Wolters Kluw er 12,033 14,060 2.9x 2.9x 11.2x 11.1x 15% 2% 26% 26% Pearson 9,845 9,361 1.4x 1.5x 9.2x 8.6x (2%) (2%) 16% 17% Gartner 8,482 8,985 4.2x 3.7x 25.4x 19.2x 7% 13% 16% 19% IHS 8,370 11,307 5.2x 4.8x 19.9x 14.3x 5% 8% 26% 34% Informa 6,514 7,813 4.5x 4.2x 14.5x 13.1x 7% 5% 31% 32% UBM 3,849 4,586 4.1x 4.0x 16.0x 13.9x 40% 3% 26% 29% Euromoney Institutional Investor 1,725 1,671 2.9x 2.9x 7.0x 11.1x (1%) (2%) 41% 26% comScore 1,277 1,163 3.2x 2.2x 31.3x 9.3x 12% 42% 10% 24% Forrester Research 660 537 1.7x 1.6x 16.6x 14.3x 1% 4% 10% 11% Trim Mean 7,955 9,542 3.7x 3.4x 17.5x 13.3x 5% 4% 23% 26% Median 8,370 8,985 4.1x 3.7x 16.6x 13.6x 5% 4% 26% 26% Public Market Valuation Trends 5 Year LTM Revenue & EBITDA Multiples 5 Year M&A DAS vs. S&P 500, base = 100 6.0x 21.0x 180 5.0x 18.0x 160 4.0x 15.0x 140 3.0x 12.0x 120 2.0x EV / EBITDAEV EV / Revenue EV 9.0x 100 1.0x 0.0x 6.0x 80 Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 DAS EV / LTM Revenue DAS EV / LTM EBITDA S&P 500 M&A DAS Index Market Commentary The DAS price index increased with the S&P 500 in May, led by Gartner, whose stock prices increased by 17% following reported strong earnings growth. The m&a landscape has been quiet following the industry shaping transaction in March where IHS, provider of research and analytics to the energy, transportation and technology, media, and telecommunications industries, agreed to merge with Markit, provider of financial data and software, with a combined equity value of $13 billion. The DAS sector consists of many firms growing less than 10% per year, but that offer highly scalable data assets, and therefore trade at enterprise value multiples of 3.4x 2016E revenue and 13.3x 2016E EBITDA, on average. In 2016, on average, the group is expected to grow revenue by 4% and generate EBITDA margins of 26%. Over the last five years, the DAS index’s growth has been roughly in line with the broad market. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
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