November 2016 Piper Jaffray Software Activity Update November 2016 Michael Kim Marc Steifman Co-Head of Technology Co-Head of Technology Investment Banking Investment Banking MINNEAPOLIS | BOSTON | CHICAGO | HOUSTON | LONDON | LOS ANGELES | NEW YORK | SAN FRANCISCO | ZURICH Piper Jaffray Software Team Overview Global Reach Domestic Expertise Technology Team Michael Kim Co-Head of Technology Investment Banking Application Software [email protected] Marc Steifman Co-Head of Technology Investment Banking Infrastructure & Security Software [email protected] Garin Arevian Managing Director Technology Office Locations: Vertical Applications & Tech-Enabled Services San Francisco, CA Minneapolis, MN [email protected] New York, NY Boston, MA Jason Harkness Our firm consists of 1,200+ professionals in Managing Director 25 investment bankers focused 59 offices globally including Minneapolis (HQ), Digital Media and Related Software on Software, Financial Technology, [email protected] San Francisco, Charlotte, New York, Chicago, Tech-Enabled Services, BPO and Seattle, Boston, Aberdeen, London, Michael Hirsch Internet & Digital Media Managing Director Hong Kong and Zurich Digital Media and Related Software [email protected] Andy Livadariu Recent Transactions Managing Director Application Software [email protected] $107,036,250 Undisclosed $329,906,250 $77,280,000 $105,000,000 Undisclosed Jason Myler has acquired has been acquired by Managing Director Initial Public Senior & Follow-On Offering Follow-On Offering Subordinated Debt Vertical Applications & Tech-Enabled Services Offering Offering [email protected] Lead Bookrunner Buy-Side Advisor Co-Manager Joint Bookrunner Sole Agent Sell-Side Advisor Steven Schmidt Managing Director Undisclosed Undisclosed $115,000,000 Undisclosed $574,000,000 Undisclosed Financial and Application Software [email protected] has received a significant has been sold to investment from has been sold to Follow-On has been sold to Convertible Offering Offering Greg Klancher Exclusive Financial Exclusive Financial Exclusive Financial Principal Lead Manager Advisor Advisor Joint Advisor Co-Manager Advisor Infrastructure & Security Software [email protected] Leading Industry Conferences and Events Technology Growth Equity Summit September 2017 | New York, NY • 50+ leading privately held software and internet companies • 100+ leading technology growth equity and strategic investors • 500+ one-on-one meetings between attending CEO's/CFO's and investors Silicon Valley Technology Technology Ski Summit Crossover Investor Summit January 10–13, 2017 | Aspen, CO May 18, 2017 | Menlo Park, CA 30 senior representatives from leading software and internet 15 of the highest growth late-stage private technology companies companies, venture capital and private equity firms focused on the will have their own suite at the Rosewood Sand Hill as 15 of the top technology and business services sectors public and crossover investors visit for one-on-one’s. PIPER JAFFRAY 3 Case Study: CallidusCloud (Nasdaq:CALD) Follow-on Transaction Overview $107,036,250 Company Overview: . CallidusCloud is a global leader in cloud-based sales, marketing, learning and customer experience solutions. Through its leading SaaS platform, CallidusCloud enables its customers to accelerate their “Lead to Money” process with a suite of solutions that identify leads, train personnel, implement territory and quota plans, Follow-on Offering empower sales forces, automate configuration pricing and quoting, manage contracts, streamline sales compensation and capture customer feedback for competitive advantage September 15, 2016 Investment Highlights: Global Coordinator Joint Bookrunner . Large & Growing Market Opportunity –According to IDC, spending on CRM applications will reach $31.7 billion in 2018 with a projected cumulative annual growth rate of 6.9%. MarketsandMarkets estimates the Offering Details learning management systems market will be $7.8 billion in 2018 and customer experience systems to be $7.1 billon Offer Date 9/15/2016 . Market Defining Vision – CallidusCloud is positioned the highest in the leader’s quadrant for ability to execute based on the latest report from Gartner Inc.’s Magic Quadrant for Sales Performance Management. Filing Date 9/13/2016 The Company has earned a number of recognition and a number of awards in 2016 . Breadth & Depth of Platform –CallidusCloud’s end-to-end suite of applications solves various challenges Filing Price $18.90 faced by sales, marketing, learning and customer experience teams, which otherwise would require the purchase and use of multiple and disparate point applications Offer Price $18.25 . Expanding Customer Base – At the time of the transaction, the company had more than 4,800 customers, Shares Filed 4.0mm (0% insider) representing a 21% increase year over year. Of these customers, less than 400 subscribe to more than one product, representing a significant upsell / cross-sell opportunity for the platform within the installed base Upsized to 5.1mm shares alone with 15% overallotment Shares Offered Marketing Highlights: option for 5.865mm shares total . Piper Jaffray acted as the lead left bookrunner and stabilization agent on the transaction . CallidusCloud was the first upsized technology follow-on under a $2bn market cap this year Total Deal Size $107.0mm . The 2-day domestic roadshow included approximately 70 accounts with a mix of 1-on-1 and group meetings Total Shares . The book received early orders, indicating strong demand and ended over 2x oversubscribed on the first day 62,257,616 of marketing. Outstanding . By the end of the second day of marketing, the book was over 6x oversubscribed and the deal was upsized Market Cap $1,173mm from 4.0mm shares to 5.1mm shares to satisfy investor demand . CallidusCloud priced at $18.25/share, or about 84% of its 52-week high compared to an average of 68%. The Use of Proceeds General Corporate Purposes deal had a file-to-offer of -3.44% compared to an average of -14.10% for sub $2bn market cap technology follow-ons this year File-to-Offer (3.4%) . On the first day of trading, CallidusCloud traded up 3.5% with over 10x the 30-day average trading volume, Discount showing high interest and demand from investors post transaction 1-Day Aftermarket 3.5% Performance This case study was prepared by Piper Jaffray Capital Markets and is intended to be provided with the final prospectus dated September 15, 2016 Souces: IDC, MarketsandMarkets, GartnerDealogic, Company Filings, Bloomberg, Capital iQ & Piper Jafray ECM; Piper Jaffray & Co., Member SIPC and NYSE 9/16 PIPER JAFFRAY 4 Recent Software IPO and Follow-On Performance Recent Software IPOs Recent Technology Follow-ons Deal Deal Val Current % Current % Pricing Pricing Mkt Cap % Price Offer / Offer / Pricing Deal Val Mkt Cap Deal Val / % Price Offer / Offer / Issuer Value / Mkt Mkt Cap Selling Issuer Mkt Cap Selling Date to Range ($MM) FTO 30-Day Current Date ($MM) ($MM) Mkt Cap FTO 30-Day Current ($MM) Cap ($MM) Shrs ($MM) Shdr 11/1/16 GDS Holdings Ltd Below $193 $941 20% $908 0% (23%) NA (4%) 9/15/16 Callidus Software Inc $107 $1,173 9% $1,063 0% (3.4%) 0% (8%) 10/27/16 BlackLine Inc Above $168 $839 20% $1,179 0% 21% NA 41% 8/16/16 Shopify Inc $330 $3,347 10% $3,528 33% (2.1%) 8% 4% 10/5/16 Coupa Software Inc Above $153 $866 18% $1,265 0% 20% 40% 46% 2/25/16 Sabre Corp $547 $7,659 7% $6,989 100% (1.7%) 1% (9%) 9/22/16 Apptio Inc Above $110 $597 19% $736 0% 14% 25% 20% 2/1/16 Hortonworks Inc $92 $568 16% $559 0% (42.7%) 26% (3%) 9/22/16 Gridsum Holding Inc Above $100 $373 27% $442 0% 13% 23% 14% 9/20/16 Trade Desk Inc Above $97 $688 14% $982 0% 20% 47% 41% 11/13/15 Paycom Software Inc $190 $2,622 7% $2,496 100% (5.0%) (11%) (1%) In 9/15/16 Everbridge Inc $104 $323 32% $410 17% 0% 30% 27% 11/4/15 Sabre Corp $779 $8,290 9% $6,989 100% (2.0%) 2% (15%) Range 9/24/15 Q2 Holdings Inc $111 $999 11% $1,288 78% (13.2%) (3%) 26% 7/28/16 Talend SA Above $109 $503 22% $698 0% 13% 61% 39% China Online In 9/24/15 Paylocity Holding Corp $128 $1,554 8% $1,720 100% (12.9%) 11% 13% 6/9/16 $52 $374 14% $253 0% 0% 3% (33%) Education Group Range 9/24/15 2U Inc $137 $1,559 9% $1,625 11% (11.7%) (32%) 2% 12/9/15 Atlassian Corp plc Above $531 $4,382 12% $2,059 0% 20% 29% 31% 9/16/15 Paycom Software Inc $171 $2,316 7% $2,496 100% (6.5%) 6% 9% 11/18/15 Square Inc Below $279 $2,952 9% $4,183 5% (25%) 37% 32% In 8/5/15 Sabre Corp $510 $7,525 7% $6,989 100% (2.3%) 3% (7%) 11/12/15 Instructure Inc $81 $425 19% $537 0% (6%) 27% 19% Range 7/8/15 Globant SA $114 $963 12% $1,534 100% (7.9%) 10% 57% 6/25/15 Xactly Corp Below $65 $222 29% $409 3% (27%) (16%) 66% SS&C Technologies In 6/18/15 $743 $5,846 13% $6,320 0% 1.6% 6% 1% 6/25/15 AppFolio Inc $86 $388 22% $741 0% (8%) 23% 83% Holdings Range In 6/10/15 CyberArk Software Ltd $344 $2,006 17% $1,781 82% (5.1%) (4%) (13%) 6/18/15 MINDBODY Inc $100 $548 18% $812 0% 0% (11%) 43% Range 6/10/15 TubeMogul Inc $90 $558 16% $514 34% (8.1%) (13%) (11%) 5/20/15 Shopify Inc Above $151 $1,265 12% $3,528 0% 31% 109% 133% 5/20/15 Sabre Corp $718 $7,194 10% $6,989 100% (0.2%) (6%) (4%) In 4/23/15 Apigee Corp $87 $494 18% NM 0% 0% (8%) 2% Range 5/15/15 Paycom Software Inc $290 $2,290 13% $2,496 100% (7.6%) (1%) 15% In 3/5/15 MaxPoint Interactive $75 $294 25% $58 0% 0% (23%) (83%) Range 3/27/15 Globant SA $74 $625 12% $1,534 100% 2.7% 20% 141% 1/22/15 Box Inc Above $201 $1,630 12% $1,989 0% 17% 35% 7% 3/18/15 Zendesk Inc $223 $1,936 12% $2,342 12% (1.1%) 3% 8%