Quarterly Enterprise Software Market Review 2Q 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 Misha Cvetkovic Principal Principal Vice President 617.896.2252 617.896.2245 415.762.8104 [email protected] [email protected] [email protected] www.sheaco.com Member FINRA & SIPC Copyright ©2019 Shea & Company Overview People ▪ Industry Expertise ▪ Process Excellence 1 2 24 15+ 80+ Firm focused exclusively Offices in Boston and San Professionals focused on Average years of Transactions completed on enterprise software Francisco the software industry experience amongst our representing billions of senior bankers dollars in value Mergers & Acquisitions Private Placements & Capital Raising Corporate Strategy ■ Sell-side and buy-side M&A advisory ■ Late-stage venture, growth equity and buyouts ■ Corporate development advisory ■ Divestitures ■ Recapitalizations ■ Balance sheet and capital structure review ■ Restructuring ■ IPO advisory ■ Fairness opinions Superior Outcomes has received an investment from has received an investment from has acquired has acquired 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 Shea & Company served as the financial Shea & Company served as the financial Shea & Company served as the financial Shea & Company served as the exclusive advisor to TCV advisor to Clearlake Canada, Europe and Israel advisor to Perforce and Clearlake financial advisor to Magnitude Public Sector & Health Care has merged with has acquired has agreed to be acquired by a portfolio company of has been acquired by has been acquired by has been acquired by a portfolio company of has merged with a portfolio company of a portfolio company of 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 exclusive Shea & Company served as the exclusive Shea & Company served as the exclusive financial advisor to Aptean and Vista financial advisor to Superion and Vista advisor to Rogue Wave financial advisor to YourCause financial advisor to Perfecto financial advisor to BC Partners financial advisor to Worksoft Equity Partners Equity Partners a portfolio company of a portfolio company of a portfolio company of has made an investment in has been acquired by has acquired has received an investment from has received a strategic investment from has been acquired by has been acquired by a portfolio company of 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 Doxim and Strattam financial advisor to Sovos Compliance financial advisor to BriefCam financial advisor to Clearlake financial advisor to EQT financial advisor to Gurobi financial advisor to MRI Software and GI Capital Partners and Vista Equity Partners Copyright ©2019 Shea & Company 1 Contents M&A Activity Software M&A Summary: 2014 – 2Q 2019 p. 3 Software Acquisitions: 3-Year Trend Analysis p. 4 Publicly Available Software M&A Transaction Data: 2Q 2019 p. 5 Announced Software Acquisitions: 2Q 2019 p. 7 Most Active Software Acquirers: 2014 – 2Q 2019 p. 12 Public Equity Market Valuations LTM Relative Performance of Shea & Company Software Indices p. 17 Price Performance and Valuation Metrics by Segment p. 18 Equity Trading Multiples by Growth Tranche p. 19 Price Performance and Valuation Metrics of Selected Software Vendors p. 20 Equity Trading Multiples by Segment p. 21 Equity Trading Multiples by Comparable Subset p. 29 Equity Financing Activity Software IPOs: 2Q 2019 p. 33 Software IPO Pricing & Performance Data p. 34 Software IPO Pipeline p. 35 Software Private Capital Raise Activity: 2Q 2019 p. 36 Copyright ©2019 Shea & Company 2 M&A Activity Software M&A Summary: 2014 – 2Q 2019 $100 NASDAQ $81.4 $80 $72.6 $67.2 $56.6 $60 $49.6 $44.9 $37.8 $36.2 $36.7 $40 $28.4 $26.2 $24.0 $19.9 $22.0 $13.5 $16.7 $17.2 $20 $12.2 $12.4 $11.7 $9.7 $6.0 $- Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Announced Deal Value ($billions) Value Deal Announced 2014 2015 2016 2017 2018 2019 Transaction Count by Deal Size > $1bn 3 0 6 4 3 4 4 5 2 10 13 5 6 2 5 5 6 12 12 12 6 5 $500m - $1bn 3 2 3 7 2 4 5 5 3 6 5 8 3 2 5 3 3 0 4 7 9 3 $250m - $500m 2 4 4 6 5 4 3 13 5 7 6 3 6 5 10 4 7 4 7 5 7 8 < $250m 43 66 47 59 38 46 39 52 42 48 35 28 38 44 31 26 44 34 44 41 32 27 No Reported Value 113 157 154 129 159 130 108 145 169 198 172 146 170 186 178 141 183 155 155 170 208 176 Total 164 229 214 205 207 188 159 220 221 269 231 190 223 239 229 179 243 205 222 235 262 219 Notable Transactions: 2Q 2019 ($ millions) Acquirer Target Marketing Platform Date 4/4/2019 4/11/2019 4/14/2019 4/17/2019 5/3/2019 5/29/2019 5/30/2019 6/5/2019 6/6/2019 6/10/2019 Enterprise Value n/a $350 $4,400 $1,395 n/a $410 $780 $234 $2,600 $15,700 EV / LTM Rev n/a n/a 2.0x 4.5x n/a n/a n/a n/a n/a 13.2x EV / LTM EBITDA n/a n/a 9.5x 10.5x n/a n/a n/a n/a n/a nm 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 Copyright ©2019 Shea & Company 3 M&A Activity Software Acquisitions: 3-Year Trend Analysis By Transaction Size (2017 – 2Q 2019) 180 163 # of Deals $160 Aggregate Deal Value ($ billions) $150 9.0x Median EV / LTM Rev 2017 7.9x 160 8.0x 7.5x 139 $140 6.7x 2018 6.3x 140 $120 7.0x 120 6.0x 2019 $100 $86 100 5.0x 4.3x $80 3.9x 4.0x 80 4.0x 59 3.2x3.1x $60 $45 2.6x 60 42 3.0x 2.1x $40 1.5x 40 25 2.0x 23 18 15 13 14 12 11 $10 $9 $9 20 $20 $8 $4 $9 $7 $5 $8 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 – 2Q 2019) 450 415 # of Deals $90 Aggregate Deal Value ($ billions) 9.0x Median EV / LTM Rev 396 2017 $80 8.0x 400 $71 $65 6.4x 350 2018 $70 7.0x 6.4x $59 300 $60 6.0x 5.2x 248 2019 4.5x 250 $50 5.0x 4.4x 4.2x 4.0x 3.9x3.8x $40 4.0x 200 2.9x3.2x 131 143 150 128 $30 $22 3.0x 2.3x 2.3x 101 102 108 $16 1.8x 82 $14 100 69 64 $20 $11 $12 2.0x 1.3x $10 $8 $10 $8 42 35 $4 $6 50 25 $10 $4 1.0x 0 $- 0.0x Business IT Security Information Infrastructure Financial Business IT Security Information Infrastructure Financial Business IT Security Information Infrastructure Financial Applications Management Applications Applications Management Applications Applications Management Applications Notes: Business Applications includes: Advertising Technology; Communications; ERP & Business Applications; Marketing Applications; Technical & Embedded Applications Information Management includes: Business Intelligence; Content Management Infrastructure includes: Application Delivery & Network Acceleration; IT Operations Management; IT Security; Platforms, Development Tools & Deployment; Storage Management Sources: Company releases, Wall Street research Copyright ©2019 Shea & Company 4 M&A Activity Publicly Available Software M&A Transaction Data: 2Q 2019 ($ millions) Consideration Equity Enterprise EV / Revenue EV / EBITDA Announced Target Acquirer(s) % Cash % Stock Value Value LTM Current yr Fwd yr LTM Current yr Fwd yr 06/27/19 STEPcom Services Descartes Systems Group 100% - - $20 - - - - - - 06/18/19 Viteos Intertrust 100% - - $330 6.3x - - 17.3x - - 06/12/19 Medidata Solutions Dassault Systemes 100% - $5,744 $5,818 8.8x 9.2x 7.9x nm nm 33.0x 06/11/19 Wave Financial H&R Block 100% - - $405 - - 9.5x - - - 06/10/19 Tableau Salesforce.com - 100% - $15,700 13.2x 13.6x 11.4x nm nm nm 06/10/19 Polystar OSIX Elisa Oyj - - - $79 1.9x - - - - - 06/10/19 Redland Business Solutions Ideagen - - - $20 3.8x - - - - - 06/06/19 AIM Software SimCorp - - - $68 3.8x - - - - - 06/06/19 Intelex Technologies Industrial Scientific - - - $570 - - - - - - 06/06/19 Building Systems Design RIB Software - - - $42 - - 3.0x - - - 06/06/19 Looker Data Sciences Google 100% - - $2,600 - - - - - - 06/05/19 Endgame Elastic - - - $234 5.9x - - - - - 05/30/19 Recorded Future Insight Venture Partners 100% - - $780 - - - - - - 05/30/19 Microgen Financial Systems Silverfleet Capital 100% - - $65 2.8x - - - - - 05/30/19 Appsulate Zscaler - - - $13 - - - - - - 05/29/19 PureSec Palo Alto Networks 100% - - $47 - - - - - - 05/29/19 Twistlock Palo Alto Networks 100% - - $410 - - - - - - 05/28/19 Verodin FireEye - - - $250 - - - - - - 05/28/19 Daily Inches Upland Software 100% - - $45 - - 3.0x - - 6.4x 05/21/19 RPM Technologies Broadridge Financial Solutions - - - $300 - - - - - - 05/17/19 Criteria Sumeru Equity Partners - - - $56 - - - - - - 05/15/19 Call Dynamics Uniti Wireless 46% 54% - $1 - - - - - - 05/13/19 CORE Transport Technologies Descartes Systems Group - - - $21 - - - - - - 05/09/19 BankSight Software Bottomline Technologies 100% - - $3 - - - - - - 05/08/19 Early Birds ATTRAQT Group 80% 20% $18 $17 6.4x - - - - - 05/08/19 Cirius Messaging Zix 100% - - $14 - - - - - 7.0x 05/07/19 Litera Microsystems HgCapital - - - $42 - - - - - - 05/06/19 Meta Networks Proofpoint 93% 7% - $120 - - - - - - 05/01/19 GitPrime Pluralsight 100% - - $170 - - - - - - 05/01/19 Simplifile Intercontinental Exchange - - - $335 - - - - - - 04/29/19 Web Benefits Design CNO Financial Group 100% - - $66 - - - - - - 04/17/19 MYOB Technology Kohlberg Kravis Roberts & Co - - - $1,395 4.5x - - 10.5x - - 04/16/19 Exari Coupa 100% - - $215 - - - - - - 04/14/19 Epsilon Publicis Groupe 100% - - $4,400 2.0x - - 9.5x - - Includes only transactions for which data was publicly available.