Piper Jaffray Software Activity Update November 2016
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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 Michael.P.Kim@pjc.com Marc Steifman Co-Head of Technology Investment Banking Infrastructure & Security Software Marc.A.Steifman@pjc.com Garin Arevian Managing Director Technology Office Locations: Vertical Applications & Tech-Enabled Services San Francisco, CA Minneapolis, MN Garin.K.Arevian@pjc.com New York, NY Boston, MA Jason Harkness Our firm consists of 1,200+ professionals in Managing Director 25 investment bankers focused Digital Media and Related Software 59 offices globally including Minneapolis (HQ), Jason.P.Harkness@pjc.com on Software, Financial Technology, San Francisco, Charlotte, New York, Chicago, Tech-Enabled Services, BPO and Michael Hirsch Seattle, Boston, Aberdeen, London, Internet & Digital Media Managing Director Hong Kong and Zurich Digital Media and Related Software Michael.S.Hirsch@pjc.com Recent Transactions Andy Livadariu Managing Director Application Software Andy.X.Livadariu@pjc.com $107,036,250 Undisclosed $329,906,250 $77,280,000 $105,000,000 Undisclosed Jason Myler has acquired Senior & has been acquired by Managing Director Initial Public Follow-On Offering Follow-On Offering Subordinated Debt Vertical Applications & Tech-Enabled Services Offering Offering J.Jason.Myler@pjc.com 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 Steven.D.Schmidt@pjc.com 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 Joint Advisor Co-Manager Advisor Advisor Advisor Infrastructure & Security Software Gregory.V.Klancher@pjc.com
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 Global Coordinator Joint Bookrunner Investment Highlights: 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 The book received early orders, indicating strong demand and ended over 2x oversubscribed on the first day Total Shares 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 $2bn market cap technology follow-ons this year File-to-Offer (3.4%) On the first day of trading, CallidusCloud traded up 3.5% with over 10x the 30-day average trading volume, Discount showing high interest and demand from investors post transaction 1-Day Aftermarket 3.5% This case study was prepared by Piper Jaffray Capital Markets and is intended to be provided with the final prospectus dated September 15, 2016 Performance Souces: IDC, MarketsandMarkets, GartnerDealogic, Company Filings, Bloomberg, Capital iQ & Piper Jafray ECM; Piper Jaffray & Co., Member SIPC and NYSE 9/16 PIPER JAFFRAY 4
Recent Software IPO and Follow-On Performance Recent Software IPOs Recent Technology Follow-ons Deal Deal Val Current % Current % Pricing Pricing Mkt Cap % Price Offer / Offer / Pricing Deal Val Mkt Cap Deal Val / % Price Offer / Offer / Issuer Value / Mkt Mkt Cap Selling Issuer Mkt Cap Selling Date to Range ($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 11/4/15 Sabre Corp $779 $8,290 9% $6,989 100% (2.0%) 2% (15%) 9/15/16 Everbridge Inc $104 $323 32% $410 17% 0% 30% 27% 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%) 3/27/15 Globant SA $74 $625 12% $1,534 100% 2.7% 20% 141% Range 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% In 3/17/15 HubSpot Inc $175 $1,204 15% $2,060 79% (6.2%) 6% 56% 12/11/14 Workiva Inc $101 $553 18% $629 0% 0% 14% 9% Range 12/11/14 New Relic Inc Above $132 $1,059 12% $1,862 0% 21% 47% 55% 3/16/15 Mobileye NV $822 $9,199 9% $8,541 100% 10.6% 14% (7%) 12/11/14 Hortonworks Inc Above $115 $666 17% $559 0% 23% 69% (43%) 3/12/15 Imperva Inc $135 $1,194 11% $1,317 0% (14.2%) 19% 3% In 3/11/15 CyberArk Software Ltd $235 $1,700 14% $1,781 100% (18.4%) 15% 4% 12/10/14 Momo Inc $248 $2,517 10% $3,878 0% 0% (11%) 62% Range In 3/4/15 Callidus Software Inc $69 $738 9% $1,063 0% (9.9%) (2%) 29% 11/5/14 Upland Software Inc $46 $172 27% $150 0% (8%) (7%) (29%) Range 2/26/15 Q2 Holdings Inc $116 $761 15% $1,288 71% (4.7%) 5% 63% 10/8/14 HubSpot Inc Above $144 $759 19% $2,060 0% 25% 47% 131% Mean $141 $953 19% $1,264 1% 6% 26% 28% Mean $290 $2,953 11% $3,012 64% (7%) 3% 14% Median $109 $597 18% $777 0% 0% 27% 31% Median $175 $1,700 11% $1,781 82% (5%) 3% 3% Source: Dealogic Data as of market close on November 11, 2016 Includes all IPOs and FOs since 2014 greater than $20MM PIPER JAFFRAY 5
Software Stock Performance Performance in LTM Period and October Period – By Sub-Sector LTM Performance YTD Performance 8.0% 9.9% 5.8% 7.5% 4.6% 6.8% SUB-SECTOR SUB-SECTOR Moderate Growth SaaS 19.2% Moderate Growth SaaS 20.6% Infrastructure / IT Management 13.5% Contact Center 17.7% Large-Cap Technology 8.9% Infrastructure / IT Management 14.8% Contact Center 8.8% Large-Cap Technology 12.5% HR Outsourcing 6.8% HR Outsourcing 11.8% Security Software 4.6% Human Capital Management 9.3% Human Capital Management 2.1% Security Software 6.3% CRM / Marketing (4.6%) CRM / Marketing (2.4%) SaaS High Growth (5.3%) SaaS High Growth (2.6%) BI / Data Analytics (19.8%) BI / Data Analytics (16.8%) Source: Capital IQ Note: LTM Date between 11/12/16 and 11/11/16. YTD data between 1/4/16 and 11/11/16 PIPER JAFFRAY 6
Comparable Public Software Comps (Valuation Metrics) 2016E EV/REV 2017E EV/REV Human Capital Management 6.2x Human Capital Management 5.2x SaaS High Growth 5.7x SaaS High Growth 4.8x Large-Cap Technology 4.1x Large-Cap Technology 4.0x Security 4.1x Security 3.6x Infrastructure / IT Management 3.3x Infrastructure / IT Management 3.2x Business Intellgience / Data Analytics 3.3x Business Intellgience / Data Analytics 2.9x CRM / Marketing 3.2x HR Outsourcing 2.9x HR Outsourcing 3.0x Contact Center 2.7x Contact Center 2.9x CRM / Marketing 2.7x Moderate Growth SaaS 2.4x Moderate Growth SaaS 2.1x 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 2016E Rev Growth 2017E Rev Growth Human Capital Management 26.7% Human Capital Management 23.4% SaaS High Growth 26.7% SaaS High Growth 23.2% CRM / Marketing 15.4% CRM / Marketing 16.2% Moderate Growth SaaS 9.2% Business Intellgience / Data Analytics 15.8% Infrastructure / IT Management 8.8% Moderate Growth SaaS 10.7% HR Outsourcing 7.8% Security 10.4% Security 7.5% HR Outsourcing 7.1% Large-Cap Technology 5.8% Contact Center 7.0% Contact Center 3.2% Large-Cap Technology 6.5% Business Intellgience / Data Analytics 2.4% Infrastructure / IT Management 5.3% 0.0% 10.0% 20.0% 30.0% 0.0% 10.0% 20.0% 30.0% PIPER JAFFRAY 7 Source: Capital IQ
SaaS Valuation Framework EV / 2017E Revenue vs. 2017E Revenue Growth + FCF Margin 10.0x R² = 0.7456 9.0x WDAY TEAM VEEV 8.0x TYL GWRE N NOW EV / 2017E Revenue Multiple ADBE 7.0x PCTY PAYC ZEN ULTI SPLK SHOP 6.0x HUBS TWOU CRM NEWR 5.0x QTWO FLTX CSOD 4.0x BNFT CALD AMBR BOX 3.0x DATA BV 2.0x LPSN ECOM MODN 1.0x SREV MRIN 0.0x 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60% 2017E Revenue Growth + FCF Margin PIPER JAFFRAY 8 Source: Capital IQ as of 10/17/2016, Thomson Reuters, Company Filings *Piper Jaffray estimate using EBITDA as proxy for FCF
Best & Worst Performing Software Stocks Top and Bottom 20 LTM Performers Bottom 20 Performers Top 20 Performers (50.1%) Tableau Software, Inc. Five9, Inc. 160.1% (43.6%) Imperva Inc. Amber Road, Inc. 157.4% Varonis Systems, Inc. 90.7% (42.8%) eGain Corporation WageWorks, Inc. 73.7% (39.8%) Marin Software Incorporated Insperity, Inc. 64.3% (37.4%) H&R Block, Inc. Tangoe, Inc. 52.4% (36.6%) athenahealth, Inc. Xactly Corporation 52.0% (36.0%) Parkit Enterprise Inc. LogMeIn, Inc. 39.6% 8x8 Inc. 36.4% (35.2%) FireEye, Inc. RealPage, Inc. 36.2% (31.8%) Benefitfocus, Inc. Barrett Business Services Inc. 36.0% (24.6%) Cegedim SA CommVault Systems, Inc. 34.3% (24.6%) VASCO Data Security International… CyberArk Software, Ltd. 31.7% (23.0%) Paylocity Holding Corporation VMware, Inc. 29.7% (20.9%) Jive Software, Inc. Micro Focus International plc 27.5% Barracuda Networks, Inc. 26.8% (19.7%) Verint Systems Inc. Software Aktiengesellschaft 26.0% (16.3%) Callidus Software Inc. Symantec Corporation 26.0% (13.8%) Radware Ltd. Datawatch Corporation 25.2% (10.3%) SPS Commerce, Inc. AVG Technologies N.V. 24.2% Source: Capital IQ Note: LTM Date between 11/12/15 and 11/11/16. PIPER JAFFRAY 9
Recent Review Transaction Activity Mergers and Acquisitions Salesforce Acquires Krux for $680M Criteo Acquires HookLogic for $250M Krux will extend the Salesforce Marketing Cloud’s audience With HookLogic's acquisition, Criteo is adding a complementary segmentation and targeting capabilities to power consumer performance marketing solution to its portfolio, focusing on delivering marketing with even more precision, at scale. In addition, Krux will more value to brand manufacturers and retailers. feed Salesforce Einstein with billions of new signals, enabling Elecosoft Acquires ICON for $2.93Bn companies to be even smarter about their customers. The acquisition is consistent with Elecosoft's strategy of investment in Telenor Descartes Systems Group Acquires Appterra for $5.8Bn SaaS technology to grow its customer reach and strengthen its By adding Appterra's technology and services, Descartes customers position as an international provider of innovative, market-leading will have access to broader data integration capabilities for visual software applications. standardizing and automating buy-side and sell-side processes. Intuit Acquires Bankstream for Undisclosed Amount Equally, Appterra's customers will now join Descartes' logistics community, presenting additional opportunities for trading partners to Bankstream’s strong relationships with financial institutions will help collect and share logistics data earlier in the business process. Intuit's small business and accountant customers save time when accessing bank information and improve how they manage their finances with QuickBooks. IPOs & Follow-Ons Private Placements Coupa Software Inc., a San Mateo, Calif.-based cloud-based software EverQuote Inc., a Cambridge, Mass. - based insurance marketplace, platform that helps companies manage spending, achieve cost savings has raised $23 million in Series B funding. Savano Capital Partners led and drive profitability has raised $133.2 million during its IPO and the round, and was joined by Stratim Capital, Oceanic Partners and T priced above the range at $18 a share for the offering. The firm Capital Partners. increased its IPO terms to 7.4 million shares being offered at between $16-$18 per share ( previously was 6.7m shares being offered at $14- Apttus, a San Mateo, Calif.-based provider of quote-to-cash solutions, $16). has raised $88 million in Series D funding. GII led the round, and was joined by K1, ICONIQ Capital and KIA Callidus Software Inc., a Dublin, Calif.-based cloud-based sales, marketing and learning software platform priced 5,100,000 shares of its Everwise, a software platform for talent development, has raised $16 common stock at a price to the public of $18.25 per share. The million in Series B funding. Sequoia Capital led the round, and was company was able to raise $107.0 million during its follow-on offering. joined by return backers Canvas Ventures and Webb Investment Network. The company has offices in San Francisco and New York Source: Public news release articles PIPER JAFFRAY 10
Software M&A Activity Q1 2014 – Q3 2016 ( USD in millions) Total Deal Value Average EV / REV Multiple $60,000 14.0x $53,011 12.0x $50,000 10.5x 10.0x $40,000 7.0x 7.3x $33,046 8.0x $30,000 6.1x 5.9x $23,829 5.6x $22,438 6.0x $18,421 4.2x 4.5x $20,000 5.2x 5.0x $15,304 4.0x $13,482 $11,957 $12,062 4.7x $11,740 $10,000 $9,861 2.0x $0 0.0x Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2014 2015 2016 # of Deals 48 55 48 45 47 54 50 49 29 42 38 Source: 451 Research Note: Software transactions greater than 10 million USD in enterprise value PIPER JAFFRAY 11
Public Target M&A Activity in Software Q1 2014 – Q3 2016 ( USD in millions) Total Deal Value Average EV / REV Multiple $45,000 8.0x $40,761 $40,000 6.7x 7.0x 6.2x $35,000 6.0x 5.3x $30,000 4.9x 5.0x $26,207 4.4x 5.0x $25,000 4.9x 4.0x $20,000 3.1x 3.3x 2.6x 2.6x 3.0x $15,000 $12,690 $11,721 $9,085 2.0x $10,000 $6,775 $6,125 $6,967 $5,807 $5,000 $3,070 $2,957 1.0x $0 - x Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2014 2015 2016 # of Deals 7 7 7 8 6 11 10 12 6 18 13 Source: 451 Research Note: Software transactions greater than 10 million USD in enterprise value PIPER JAFFRAY 12
Private Target M&A Activity in Software Q1 2014 – Q3 2016 ( USD in millions) Total Deal Value Average EV / REV Multiple $18,000 13.4x 14.0x $16,000 $15,472 $14,000 12.0x $12,251 $12,000 9.3x 10.0x $11,139 $10,000 $8,887 7.3x 8.0x 7.2x $7,675 6.5x $8,000 6.0x $6,904 $6,839 4.9x 5.0x $6,220 $6,700 6.0x 4.6x $5,615 $6,000 $5,287 5.0x 4.6x 4.0x $4,000 $2,000 2.0x $0 - x Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2014 2015 2016 # of Deals 41 48 41 37 41 43 40 37 23 24 25 Source: 451 Research Note: Software transactions greater than 10 million USD in enterprise value PIPER JAFFRAY 13
Strategic Public Acquirer M&A Activity in Software Q1 2014 – Q3 2016 ( USD in millions) Total Deal Value Average EV / REV Multiple $40,912 $45,000 10.8x 12.0x 10.0x $40,000 9.1x 10.0x $35,000 $30,000 6.6x 6.4x 8.0x $19,764 5.9x $25,000 $21,282 4.9x 4.9x $17,689 6.0x $20,000 6.9x $15,000 5.2x $11,302 4.0x $9,583 $8,247 4.7x $10,000 $6,722 $6,348 $7,040 $5,289 2.0x $5,000 $0 0.0x Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2014 2015 2016 # of Deals 33 43 38 35 40 33 31 36 24 29 23 Notable Recent Announced Transactions ($ millions) Acquirer Target Announcement 11/2/15 4/28/16 5/18/16 6/1/16 6/12/16 6/13/16 7/28/16 Date Deal Amount $1,100 $663 $871 $2,800 $4,650 $26,200 $9,300 EV / LTM REV 2.6x 7.2x 4.0x 11.0x 7.8x 8.2x 10.8x Source: 451 Research Note: Software transactions greater than 10 million USD in enterprise value PIPER JAFFRAY 14
Private Equity M&A Activity in Software Q1 2014 – Q3 2016 ( USD in millions) Total Deal Value Average EV / REV Multiple $14,000 8.0x 9.0x $11,434 8.0x $12,000 $9,543 7.0x $10,000 $7,827 6.0x 4.6x $8,000 3.8x 5.0x $3,982 3.6x $6,000 $4,795 $5,478 4.0x 3.7x 4.3x 4.3x $3,600 $3,388 3.0x $4,000 $2,360 $2,870 3.1x 3.0x 2.0x $2,000 1.7x $732 1.0x $0 - x - x Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2014 2015 2016 # of Deals 8 7 6 5 5 12 9 8 5 10 7 Notable Recent Announced Transactions ($ millions) Acquirer Target Announced 4/30/15 4/18/16 5/31 6/1/16 6/7/16 7/13/16 8/31/16 9/7/16 Date Deal Amount $438 $1,650 $,790 $509 $3,000 $544 $1,400 $2,200 EV / LTM REV 3.2x 8.0x 7.9x 3.5x 4.2x 4.4x 3.3x 6.8x Source: 451 Research Note: Software transactions greater than 10 million USD in enterprise value PIPER JAFFRAY 15
Private Placement Activity Software Private VC / PE Summary: Q1 2014 – Q3 2016 ( USD in millions) Total Deal Value Total # of Deals $7,000 180 164 161 $5,883 151 160 $6,000 145 143 143 133 133 140 $5,000 121 $4,963 136 112 $4,337 120 $4,000 100 $3,320 $3,306 $3,000 $2,810 $2,695 80 $2,111 $2,097 60 $2,000 $1,589 $1,407 40 $1,000 20 $0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2014 2015 2016 Source: 451 Research Note: Software transactions greater than 10 million USD in enterprise value PIPER JAFFRAY 16
Appendix
LTM Software M&A Activities Ann. Implied Enterprise EV / TTM Date Buyer Seller Seller Description Value ($) TTM Rev Rev The interactive entertainment technology business and related trademarks of Micoy Corporation, which provides an omni- 10/31/16 Digital Domain Holdings Inc. Micoy Corporation (IP assets) $5.5 NA NA directional 3D rendering toolkit software for creating 360 degree stereoscopic environments in the entertainment sector. Provides on-premise and cloud-based multi-channel contact center software to the travel, healthcare, insurance, 10/28/16 Enghouse Systems Limited Presence Technology SL [Valora Corporation] $13.0 $9.9 1.3x banking, government, retail and education industries globally. 10/27/16 Aspen Technology Inc. Mtelligence Corporation [dba Mtell] Provides industrial equipment prescriptive maintenance and related analytics software and SaaS for businesses. $37.4 NA NA LDC (Managers) Limited/Mitrefinch Provides time and attendance, payroll, attendance and workforce management software and SaaS for private and public 10/25/16 Mitrefinch Ltd. $24.5 $20.1 1.2x management businesses. 10/24/16 Enea AB Qosmos SA Provides IP traffic classification and network intelligence software used in physical, SDN and NFV architectures. $57.8 NA NA 10/21/16 Playtech plc ECM Systems Provides game management software and systems for the retail bingo gaming markets in the UK and Ireland. $18.3 $12.2 1.5x 10/20/16 Proofpoint Inc. [NASDAQ: PFPT] FireLayers Provides cloud application control (CAC) software for enterprises. $55.0 NA NA 10/13/16 Descartes Systems Group Inc. Appterra Inc. Provides supply chain relationship management and trading partner collaboration SaaS for businesses. $5.8 NA NA Provides cloud-based third-party access control SaaS to IT businesses, enabling access to applications that are hosted 10/04/16 Akamai Technologies Inc. Soha Systems [fka BubblewrApp] $60.0 $2.0 30.0x in data centers and to Microsoft SharePoint on enterprise networks. 10/04/16 Criteo SA [NASDAQ: CRTO] HookLogic Inc. Provides retail brand and e-commerce online shopping marketing and advertising SaaS for businesses. $250.0 NA NA 10/04/16 salesforce.com Inc. Krux [aka Krux Digital] Provides real-time audience data management and targeting SaaS for marketers, Web publishers and ad agencies. $768.0 $52.0 14.8x 10/04/16 Wolters Kluwer Health Emmi Solutions LLC Provides patient engagement and analytics SaaS for healthcare providers. $170.0 NA NA Provides parking software, SaaS and systems that enables parking management, enforcement, permits, collections, 09/29/16 Thoma Bravo LLC T2 Systems Inc. [Pamlico Capital] $180.0 $75.0 2.4x access and revenue control. Provides email and digital subscription management SaaS that enables US government agencies to provide citizens with 09/26/16 Vista Equity Partners Management LLC GovDelivery Inc. $153.0 NA NA information about such topics as local emergencies, events, council minutes and other matters through email, wireless The technology assets of INVeSHARE Inc. which provides embeddable Web-based shareholder communication SaaS to 09/19/16 Broadridge Financial Solutions Inc. INVeSHARE Inc. (technology assets) $135.0 NA NA brokerage firms and shareholders. 09/14/16 IRESS Ltd. INET BFA [Media24 [Naspers]] Provides financial data and analysis SaaS enabling businesses in Africa to buy or sell on the Capital Market. $10.4 NA NA Provides healthcare electronic medical records (EMR) electronic information exchange and clinical document 09/12/16 Atos SE Anthelio Healthcare Solutions Inc. [Actis] $275.0 NA NA collaboration SaaS, online patient and doctor portals that enable appointment booking, patient/doctor communications The indirect loan origination solutions division, which provides consumer loan origination and regulatory compliance SaaS 09/08/16 Reynolds and Reynolds Company, The Wolters Kluwer Governance, Risk & Compliance $35.8 NA NA and BPO services for the automotive, watercraft and recreational vehicle dealership industry. 09/07/16 HMS Holdings Corp Essette Provides Micosoft.NET-based care management SaaS and related integration for the healthcare industry. $20.0 NA NA HPE's software business division, which provides systems management, security, content management, application 09/07/16 Micro Focus International plc Hewlett Packard Enterprise (software business division) $8,800.0 $3,087.0 2.9x delivery, and analytic software for enterprises. 09/07/16 TPG Capital Intel Security [fka McAfee] [Intel] Provides network anti-malware and PC security software for consumers and enterprises worldwide. $4,200.0 NA NA Provides endpoint data protection, multi-factor authentication, virtual smart cards, access control and anti-malware 09/01/16 ESW Capital LLC Wave Systems Corporation $6.9 NA NA software for enterprises. Ecom Access' digital marketing services provide campaign management, analytics and data management, and 09/01/16 Paysafe Group Plc. Ecom Access (digital marketing assets) $30.0 NA NA commission payments. Software includes payment systems, tracking and reporting, fraud monitoring, and customized Provides credit assessment software systems, in addition to outsourced finance processing services to the finance and 09/01/16 Tieto [fka TietoEnator Oyj] Emric AB [MBO] $35.1 NA NA leasing industry in the Nordic region. 09/01/16 Ve Interactive Ltd. Optomaton Provides proprietary demand-side video advertising SaaS for online marketers. $5.7 NA NA 08/31/16 Blackhawk Network Holdings Inc. Grass Roots Group Holdings Ltd. Provides customer and employee engagement CRM software and digital marketing services for businesses globally. $118.1 NA NA Genesys Telecommunications Provides VoIP, unified communications, PBX and call center management software and software-as-a-service (SaaS) for 08/31/16 Interactive Intelligence Inc. $1,394.3 $410.1 3.4x Laboratories businesses globally. Source: Capital IQ, 451 Research, Wall Street Research PIPER JAFFRAY 18
LTM Software M&A Activities Ann. Implied Enterprise EV / TTM Date Buyer Seller Seller Description Value ($) TTM Rev Rev Provides business intelligence (BI) and e-commerce marketing SaaS for brands, corporations, and retailers in North 08/25/16 Ascential PLC One Click Retail $44.0 NA NA America, Europe and Asia. 08/25/16 Clavister AB PhenixID AB Provides identity and access management software and services for businesses. $7.6 NA NA Return Path's EFP business unit, which provides standards-based DMARC authentication and proprietary sender- 08/24/16 Proofpoint, Inc. Return Path - Email Fraud Protection Division $18.0 NA NA analysis SaaS for enterprise email systems. Also provides managed services which include. Provides practice management SaaS for physicians. Software includes application capabilities for practitioner qualification 08/09/16 Echo Inc. [HealthStream Inc.] Morrisey Associates Inc. $48.0 NA NA credentialing, billing, resident data tracking, peer reviews, and performance management. Provides process and performance improvement patient survey SaaS, report generation and management and a 08/09/16 EQT AB [fka EQT Holdings] Press Ganey Associates Inc. $2,350.0 $344.3 6.8x national comparative online database for the healthcare industry. Also provides healthcare-related patient care Provides underwriting and document processing, and related analytics SaaS for businesses in the property and casualty 08/04/16 Guidewire Software Inc. FirstBest Systems Inc. $34.0 NA NA insurance sectors. Provides digital marketing analytics and advertising management SaaS to enable targeted marketing and advertising 08/03/16 Vector Capital Sizmek Inc. $85.2 $185.2 0.5x across social media, Web, display ads and mobile devices, for media marketers and businesses. MYOB Technology Pty Ltd. [Bain 08/01/16 Greentree International Limited Provides ERP, CRM, SCM and BI software and SaaS for businesses globally. $20.2 NA NA Capital] Provides project and portfolio management (PPM), application portfolio management (APM) and predictive portfolio 08/01/16 Planview Inc. [Insight Venture Partners] Innotas Inc. $80.0 $15.0 5.3x analysis (PPA) SaaS for the healthcare, government, education and commercial sectors. Provides game management software for the electronic gaming machine sector in Australia. Also provides related 08/01/16 Tabcorp Holdings Limited INTECQ Limited $86.5 NA NA customer monitoring and tracking software. 07/28/16 Nemetschek AG Design Data Corporation Provides steel modeling and fabrication software and SaaS for the construction and engineering sectors. $46.4 $10.0 4.6x Provides financial management and planning, ERP, e-commerce, CRM, SCM, and business intelligence (BI) analytics 07/28/16 Oracle Corporation NetSuite Inc. $9,173.8 $846.4 10.8x software as a service (SaaS) for businesses globally. Riverbed Technology Inc. [Thoma Provides end user experience management SaaS and mobile APM software tools, enabling the monitoring of applications 07/28/16 Aternity [fka Gelion Networks] $55.0 $30.0 1.8x Bravo] on desktops, mobile devices and in the cloud. Provides Web-based cloud-native application delivery SaaS for enterprises and datacenters utilizing public, private & 07/26/16 A10 Networks Inc. Appcito $6.5 NA NA hybrid cloud environments. Provides enterprise vulnerability assessment and management, penetration testing and attack intelligence and analytics 07/22/16 Core Security Technologies, Inc. Damballa, Inc. $9.0 NA NA software. Monotype Imaging [fka Agfa Monotype Provides marketing automation, customer analytics, and sales management SaaS for retailers. Software enables 07/21/16 Olapic Inc. $130.0 NA NA Corp.] marketers to collect and deliver user generated content (UGC) from various mediums. Nuance Communications Inc. [fka Provides customer engagement and customer analytics SaaS for businesses in the telecom, insurance, finance, travel, 07/21/16 TouchCommerce Inc. $215.0 NA NA ScanSoft] hospitality and retail sectors. Provides threat detection and response software for businesses that enables security professionals to assess potential 07/19/16 Carbon Black, Inc. Confer Technologies, Inc. NA NA NA vulnerabilities, endpoint integrity and detect advanced threats in real time. Provides gaming terminal management systems and software for the casino, bingo, virtual gaming and sports betting 07/14/16 Hydra Industries Acquisition Corp. Inspired Gaming Group Limited $262.5 NA NA businesses globally. Provides single sign-on (SSO) and password management software, as well as appliance-based authentication and 07/13/16 Thoma Bravo LLC Imprivata Inc. [NYSE: IMPR] $544.0 $125.0 4.4x employee access management systems, for hospitals and healthcare providers. Provides customer purchasing predictive behavior analytics and big data SaaS that uses machine learning to enable 07/11/16 Ebay SalesPredict NA NA NA targeted marketing, lead generation and lead scoring sales and marketing teams. 07/11/16 Lyceum Capital Partners LLP Sabio Ltd. Provides enterprise customer contact center SaaS and related call center managed communications services. $64.7 $53.6 1.2x Provides anti-virus, anti-malware, anti-spam, firewall, mobile device and endpoint security software for consumers and 07/07/16 AVAST Software a.s. AVG Technologies NV [fka Grisoft s.r.o.] [NYSE: AVG] $1,395.4 $433.4 3.2x businesses globally. Provides real-time remote highway traffic control, monitoring and management systems, including Bluetooth-enabled 07/06/16 Costain Group PLC Simulation Systems Ltd. [aka SSL] $22.6 NA NA mobile traffic flow monitoring, motorway control systems, smart motorways, digital CCTV and road message signage, for Kohlberg Kravis Roberts & Co. L.P. [dba 07/05/16 Epicor Software Corporation [Apax Partners] Provides ERP, CRM and SCM software and SaaS for businesses globally. $3,300.0 $1,000.0 3.3x KKR] Provides student well-being predictive analytics and social media analysis and monitoring software and managed services 07/01/16 BigAir Group Limited CyberHound [fka Netbox Blue] $5.2 NA NA that enables schools to monitor student Web activity and intervene in cases of online student cyber-bullying, Provides material handling, automation, logistics and warehouse management software and hardware for the retail, 07/01/16 Honeywell International Intelligrated Inc. $1,500.0 NA NA wholesale, e-commerce, food and beverage, consumer packaged goods, pharmaceutical and medical supply, third- Source: Capital IQ, 451 Research, Wall Street Research PIPER JAFFRAY 19
LTM Software M&A Activities Ann. Implied Enterprise EV / TTM Date Buyer Seller Seller Description Value ($) TTM Rev Rev Provides power and fuel management, and related analytics software for the maritime shipping and travel sectors 06/30/16 Wartsila Corporation Eniram Ltd. $47.5 $10.9 4.4x globally. Provides access control and anti-data leakage SaaS to enable businesses to secure cloud applications and provide data 06/28/16 Cisco Systems Inc. CloudLock Inc. $293.0 NA NA loss prevention (DLP). Infor Global Solutions [dba Infor] [fka Provides retail predictive analytics SaaS that uses big data to enable retailers and wholesalers to forecast merchandise 06/28/16 Predictix LLC $125.0 NA NA Agilisys Inc.] [Golden Gate Capital] planning, assortment, category management, pricing and supply chain optimization. 06/28/16 Sartorius AG IntelliCyt Corp. Provides immuno-oncology target assay measurement systems for the life sciences sector globally. $90.0 $16.7 5.4x Callidus Software Inc. [dba 06/24/16 Badgeville (certain assets) Certain assets of Badgeville, which provides gamification software for employee and customer training and incentivizing. $7.5 NA NA CallidusCloud] Icontrol Networks' Connect and Piper business units, which provides smart home automation, remote control and 06/23/16 Alarm.com Inc. [Nasdaq: ALRM] Icontrol Networks Inc. (Connect and Piper business units) $140.0 NA NA security monitoring systems. 06/23/16 Snagajob.com Inc. PeopleMatter Inc. [Reality Wireless Networks] Provides Web-based workforce and risk management measurement, analysis and optimization SaaS to enterprises. $40.0 $15.0 2.7x 06/21/16 KION GROUP AG Dematic Group [AEA Investors LP / Teachers Private CapitaProvides automated logistics systems integration services and related SCM software the manufacturing industry. $3,250.0 $1,800.0 1.8x Francisco Partners/Elliott Management Provides BI analytics and corporate performance management, database management, identity and access 06/20/16 Dell Software Group $2,200.0 $1,363.0 1.6x Corporation management, network security management, endpoint integrity and identity and access management software and Provides process automation and manufacturing plant management software for the industrial processing industry in the 06/20/16 Spectris plc Capstone Technology Corporation $22.5 NA NA energy, paper, mining, food and beverage and chemical sectors. Provides order and related shipping management SaaS that enables online retailers to download, process and ship 06/20/16 Stamps.com Inc. ShippingEasy Inc. [aka Shipping Easy] $55.0 NA NA orders. Provides fashion design and prototyping software, including 2D and 3D clothing and apparel computer-aided design 06/16/16 Electronics for Imaging Inc. [dba EFI] Optitex Ltd. $20.0 NA NA (CAD), 3D computer-aided manufacturing (CAM) and virtual prototyping, for the clothing and textile brands and Substantially all the assets of eSupply Systems, which provides procurement, group purchasing, budgeting and spend 06/16/16 RealPage Inc. eSupply Systems LLC (assets) $7.1 NA NA management SaaS for businesses. 06/13/16 Microsoft Corporation LinkedIn Corporation Provides a social networking website for professionals and businesses globally. $26,190.9 $3,233.4 8.1x Provides security and operations management software and SaaS for software defined data centers (SDDC). Also 06/13/16 VMware, Inc. Arkin Net Inc. NA NA NA provides related analytics software. Provides enterprise cybersecurity, Web traffic management and mobile device security systems and software as a 06/12/16 Symantec Corporation Blue Coat Systems Inc. [Bain Capital] $4,650.0 $598.3 7.8x service (SaaS) for businesses globally. Hardware and software provide features for Web content filtering, anti-data Provides mental healthcare billing and revenue cycle management SaaS and outsourced services, as well as financial 06/09/16 Inspira Financial Inc. RBP Healthcare Technologies $8.5 NA NA and clinical performance management and health records (EHR) SaaS, for mental health and substance abuse out- 06/07/16 Fortinet Inc. [NASDAQ: FTNT] AccelOps Inc. [fka ProspectHills, Inc.] Provides hybrid on-premises and hosted data center, and cloud monitoring software and SaaS for businesses. $28.0 $6.0 4.7x Provides supply chain management (SCM) software, SaaS and related integration services to the chemical and oil 06/07/16 Thoma Bravo LLC Elemica Inc. $175.0 $50.0 3.5x industries globally. 06/07/16 Fortinet Inc. AccelOps, Inc. Provides hybrid on-premises and hosted data center, and cloud monitoring software and SaaS for businesses. $28.0 $6.0 4.7x Provides on-premise and cloud-based business intelligence (BI) analytics and reporting software for businesses, 06/02/16 Thoma Bravo LLC QlikTech Inc. [dba Qlik] $2,614.9 $637.8 4.1x government agencies and educational institutions globally. Provides enterprise cloud-based e-commerce SaaS for Web merchants and multi-channel online retailers. Software 06/01/16 salesforce.com Inc. [dba Salesforce] Demandware Inc. $2,800.0 $254.1 11.0x includes features for order management, multiple e-commerce site creation and maintenance and mobile transaction SolarWinds Inc. [Silver Lake Provides Web-based IT service management (ITSM) SaaS for managed service providers and IT support businesses 06/01/16 LOGICnow Ltd. $500.0 $80.0 6.3x Partners/Thoma Bravo] globally. Software integrates features including remote monitoring, mail security, backup and recovery and IT service Provides enterprise Identity-as-a-Service (IDaaS), including identity and access management and authentication SaaS. 06/01/16 Vista Equity Partners Ping Identity Corporation [fka Next Identity Corporation] $600.0 NA NA Software enables an organization's employees to use a single sign-on (SSO) to securely access Internet applications and Provides procurement, SCM, contract and inventory management, and accounts payable automation SaaS for the 05/31/16 Accel-KKR Company SciQuest Inc. $373.0 $106.3 3.5x scientific, education, healthcare and government sectors. Provides marketing automation SaaS for businesses. Software provides features for sales lead management and 05/31/16 Vista Equity Partners Marketo [NASDAQ:MKTO] $1,790.0 $226.1 7.9x analytics, email and social media marketing, and marketing campaign analytics. Marketo began trading on the NASDAQ Wolters Kluwer Legal & Regulatory Provides operational risk management, environmental, health, safety, and sustainability processes (EHS&S) and energy 05/31/16 Enablon $277.8 $49.2 5.6x Solutions [fka Wolters Kluwer Law & and carbon management SaaS, software and systems integration for companies and enterprises in over 160 countries. Source: Capital IQ, 451 Research, Wall Street Research PIPER JAFFRAY 20
LTM Software M&A Activities Ann. Implied Enterprise EV / TTM Date Buyer Seller Seller Description Value ($) TTM Rev Rev 505 Games' PAYDAY 2 and PAYDAY for mobile videogame franchise, which develops and provides console, PC, online 05/30/16 Starbreeze Studios AB 505 Games S.r.l. [Digital Bros. S.p.A] (PAYDAY 2 videogame $30.0 NA NA and mobile first-person shooter videogames for consumers globally. Tech Mahindra Ltd. [fka Mahindra- Provides loan and mortgage management software, insurance policy administration software, and related outsourced 05/27/16 Target Group Limited $164.1 $75.6 2.2x British] services for the financial and insurance sectors globally. Provides application program interfaces (API) and software development kits (SDK) PaaS to enable voice, text, chat 05/18/16 Vonage Holdings Nexmo $230.0 $70.0 3.3x application and phone verification services for enterprises and developers globally.... Hexis Cyber Solutions' HawkEye G division which provides behavior-based threat detection, verification and automated 05/18/16 WatchGuard Technologies, Inc. Hexis Cyber Solutions, Inc., Hexis HawkEye G NA NA NA machine-guided containment of zero-day and unknown malware variants for organizations and government Provides predictive dialing, IVR and analytics call center SaaS and related integration services for call center operators 05/18/16 NICE Systems Ltd. inContact Inc. $937.4 $233.0 4.0x globally. Vista Equity Partners; Vista Equity Provides enterprise Identity-as-a-Service (IDaaS), including identity and access management and authentication SaaS. 05/18/16 Ping Identity Corporation NA NA NA Partners Fund VI, L.P. Software enables an organization's employees to use a single sign-on (SSO) to securely access Internet applications and Certain assets of D-Vasive, which provides Android mobile device and PC-based anti-spy applications and software for 05/09/16 MGT Capital Investments Inc. D-Vasive Be Free [dba D-Vasive] (assets) $9.0 NA NA consumers and businesses. Software enables protection against malicious and invasive use of a device's camera, Provides cloud-based utility and energy management SaaS for power suppliers. Software enables the analysis of smart 05/02/16 Oracle Corporation Opower Inc. $532.0 $148.7 3.6x meter reading and analytics for demand side power optimization, customer engagement and billing automation and Web Provides enterprise healthcare data analytics software and services that enable revenue management, claim and 04/25/16 Veritas Capital Verisk Health [Verisk Analytics Inc.] $820.0 $307.3 2.7x payment accuracy, fraud protection, population health predictive big data analytics, risk assessment, compliance, and Teradata's marketing applications business, which provides omni-channel marketing and advertising resource and data 04/22/16 Marlin Equity Partners LLC Teradata Corporation (marketing applications business) $90.0 $152.0 0.6x management SaaS and services for companies and marketing agencies. Provides secure identification, identity management, fraud detection and illegal substance detection hardware and 04/21/16 Smiths Group plc Morpho Detection Inc. [Safran Group] $710.0 $320.0 2.2x software, as well as secure e-document smartcards and related software, for a variety of businesses, telecoms and Provides enterprise consumer identity management, identity theft protection and fraud detection software, including 04/19/16 Experian plc [aka Experian Group Ltd.] CSIdentity Corporation [dba CSID] $360.0 $103.0 3.5x credit monitoring, identity authentication, voice biometrics and breach mitigation and resolution. Provides property management and residential sales management software and SaaS, including inventory management, 04/19/16 Zoopla Property Group PLC Property Software Group, The $106.5 $22.9 4.7x marketing, CRM communications, accounting and business reporting, for real estate agents and agencies. In December Provides insurance policy management, underwriting, billing and rating software and SaaS for property and casualty 04/18/16 Apax Partners LLP Duck Creek Technologies [Accenture Ltd.] $600.0 $150.0 4.0x insurers businesses and processors. The HP TeamSite, HP MediaBin, HP Qfiniti, HP Explore, HP Aurasma, and HP Optimost software and service assets of 04/18/16 OpenText Corporation [aka Open Text] Hewlett-Packard Company [dba HP Inc.] (customer experie $170.0 NA NA HP, which enable customer service automation, Web content and digital asset management, and contact center Provides event planning management SaaS for businesses globally. Software provides features for event registration, 04/18/16 Vista Equity Partners Cvent Inc. $1,413.0 $199.0 7.1x email marketing, payment processing, budget management and Web design. Also provides online survey creation and Provides customer experience management, including Web content management, website analytics, search engine 04/17/16 EQT Sitecore $1,131.0 $218.5 5.2x optimization and email marketing software and SaaS for businesses globally.... Provides real-time IT security threat detection, automated incident response and analytics reporting software, available 04/15/16 Alert Logic, Inc. Click Security, Inc. NA NA NA either on premises or in a hosted environment Provides machine-learning based cross-device user identification tracking SaaS for the purposes of marketing for ad tech 04/14/16 Oracle Corporation Crosswise Ltd. $50.0 $1.5 33.3x vendors, consumer brands and Web publishers. Software maps individual consumers across connected devices such as Provides hybrid cloud application management software to enable migration, governance and management of 04/05/16 ServiceNow Inc. ITapp Corporation $15.0 $2.0 7.5x applications from on-premises, cloud or hybrid cloud environments. Software enables application on-boarding, testing Provides interactive online and mobile casino-style gaming and sports betting software for online and offline gambling 04/04/16 NYX Gaming Group Ltd. OpenBet $387.9 NA NA operators. Software enables users to make bets in multiple languages, currencies and across platforms. 04/01/16 HCL Technologies Ltd. Geometric Ltd. (business assets) The business assets of Geometric, which provides computer aided manufacturing (CAM) software for businesses globally. $193.7 NA NA Senstar Corporation [Magal Security Manufactures and provides video-based security surveillance, intrusion detection, monitoring and video management 04/01/16 Aimetis Corporation $14.0 NA NA Systems] systems for businesses and government agencies. Software enables license plate recognition, outdoor object tracking, Basware Oyj [aka Basware Provides e-procurement, invoice processing, EDI and purchasing automation software-as-a-service (SaaS) for 03/31/16 Verian Corporation $36.0 $10.5 3.4x Corporation] businesses. The Medical Director business assets (formerly known as Health Communication Network) of Primary Health Care, which 03/29/16 Affinity Equity Partners Primary Health Care Limited $116.3 NA NA provides healthcare clinical and practice management software, as well as pharmaceutical management and electronic Provides predictive analytics, risk scoring data and pricing and underwriting information SaaS to businesses in the 03/29/16 Guidewire Software Inc. EagleEye Analytics $42.0 NA NA financial services and property & casualty insurance industries. China Distance Education Holdings Provides accounting professional training course software, as well as teaching simulation software, for colleges and 03/28/16 Xiamen NetinNet Software Co. Ltd. $32.6 NA NA Limited college students in China. Source: Capital IQ, 451 Research, Wall Street Research PIPER JAFFRAY 21
LTM Software M&A Activities Ann. Implied Enterprise EV / TTM Date Buyer Seller Seller Description Value ($) TTM Rev Rev Provides cloud infrastructure provisioning SaaS and software-defined infrastructure-as-a-service (IaaS) that enables 03/24/16 Intralinks Holdings Inc. [dba Intralinks] Verilume Inc. $6.4 NA NA enterprises and managed service providers (MSPs) to deploy, manage and provision distributed data centers and private Allscripts Healthcare Solutions/ GI Provides medical practice, pharmacy and electronic healthcare records (EHR) management software and software as-a- 03/23/16 Netsmart Technologies Inc. [Genstar Capital] $950.0 NA NA Partners service (SaaS) for healthcare providers and related government agencies. Gaming Innovation Group Inc. [fka NIO Provides B2B sports betting statistical modeling and analysis software that enables sports betting businesses to predict 03/22/16 OddsModel AS $8.9 NA NA Inc.] the probability of sports events, provide automated bet pricing and enables betting risk management. Asure Software Inc. [fka Forgent Provides employee recruitment, benefits, payroll, tax and workforce management software-as-a-service (SaaS) for 03/21/16 Mangrove Software $17.3 $6.0 2.9x Networks] businesses. Provides construction management SaaS, including project, bid and financial management and performance monitoring 03/17/16 Aconex Ltd. [ASX:ACX] CONJECT Holding GmbH $71.8 $26.3 2.7x software, for the commercial real estate construction industry globally. Ali Fortune Investment Holding Limited Provides lottery and gaming software, systems, terminals and related EDI services for businesses, consumers and 03/06/16 AGTech Holdings Ltd. $307.2 $34.4 8.9x [Alibaba Group Holding Ltd.] government agencies in China. The key opinion leader (KOL) business and products known as Qforma CrowdLink, which provides online opinion leader 03/03/16 Veeva Systems Inc. Qforma Inc. $9.8 NA NA social analytics and customer market intelligence and related healthcare big data analytics and research SaaS and Provides electronic surveillance systems, RFID tags, anti-theft management software, and fire alarm systems for 03/02/16 CCL Industries Inc. Checkpoint Systems Inc. $411.9 $607.4 0.7x businesses globally. Provides hybrid cloud application management software to enable migration, governance and management of 03/01/16 Cisco Systems Inc. CliQr Technologies $260.0 NA NA applications from on-premises, cloud or hybrid cloud (public and private) environments for businesses. Software enables Provides sensor-based video monitoring systems for businesses and consumers globally. Systems transmit data via 3G 03/01/16 Honeywell International RSI Video Technologies Inc. [dba Videofied] $123.0 NA NA and 4G cellular service, and via Ethernet connections. Provides insurance risk assessment and actuarial analytics software and SaaS that enables pricing, valuation, modeling 03/01/16 Moodys Corporation GGY [dba GGY AXIS] $86.9 $28.0 3.1x of insurance and annuity products, asset liability management, risk analytics and financial reporting, for life insurance Provides cybersecurity incident response management SaaS that enables enterprise security teams to automate, 02/29/16 IBM Corporation Resilient Systems Inc. $145.0 $10.0 14.5x orchestrate, analyze and mitigate IT security incidents such as malware and DDoS attacks. Provides windows-based endpoint security, application control, password management and desktop compliance 02/23/16 Thycotic Software Ltd. Arellia Corporation NA NA NA software for enterprises utilizing the altiris/symantec mangement platform Provides desktop, Web-based and mobile inbound call and Web chat-based customer service automation software for 02/22/16 Verint Systems Inc. Contact Solutions LLC $66.9 $47.0 1.4x business and government agency call centers. 02/18/16 Cross River Advisors LLC ValidSoft Limited [ElephantTalk Communications] Provides transaction verification and authentication software for anti-fraud purposes for businesses. $12.5 NA NA Provides in-vehicle driver behavior video recording systems, as well as related driver behavior coaching, fleet tracking and 02/18/16 GTCR LLC Lytx Inc. [fka DriveCam Inc.] $500.0 NA NA fuel management SaaS, for commercial and public sector transportation fleet operators. Software enables driver safety Provides data analytics and corporate performance management SaaS and services for healthcare providers, employers 02/18/16 IBM Corporation Truven Health Analytics Inc. [Veritas Capital] $2,600.0 $598.9 4.3x and health plans, government entities and life sciences businesses. Truven was formerly the healthcare business division Provides SMS-based multi-factor authentication software for enterprises, telecommunications carriers and government 02/17/16 Censornet Ltd. SMS Passcode A/S NA NA NA agencies globally. Software enables authorized user network remote systems access... ID Global Solutions Corporation [fka IIM Operates as a holding company for ID Solutions, which provides biometric-based fingerprinting software for financial 02/16/16 FIN Holdings Inc. $9.0 NA NA Global Corporation] institutions, and Cards Plus SA which provides secure membership ID, loyalty and gift cards, card printing hardware and Protection One Inc. [dba Protection 1] Provides home security, access control and video surveillance systems and services for businesses, consumers and 02/16/16 ADT Corporation [NYSE:ADT] $12,269.1 $3,587.0 3.4x [Apollo Global Management] government agencies globally. ADT Corporation began trading on the NYSE under the ticker symbol ADT on October 1, Provides food label analytics and market intelligence SaaS for government entities, retailers, manufacturers and app 02/11/16 KPMG LLP Label Insight Inc. $10.0 NA NA developers. Analysis includes allergens, additives, ingredients, claim analysis and product photos. Provides call center management and performance optimization SaaS for businesses. Software also enables related 02/08/16 BroadSoft Inc. [NASDAQ: BSFT] Transera Communications Inc. $19.8 $8.0 2.5x customer service automation and customer analytics. Provides enterprise threat intelligence data aggregation and collaboration SaaS for businesses. Software enables the 02/08/16 Infoblox Inc. IID [fka Internet Identity] $45.0 NA NA exchange, analysis and translation into machine-readable threat intelligence (MRTI) of curated threat data from multiple Provides enterprise IT security vulnerability assessment, change management and firewall and compliance auditing SaaS 02/03/16 Providence Equity Partners Inc. Skybox Security Inc. $96.0 NA NA for businesses globally. Castleton Technology plc [fka Redstone 02/01/16 Kypera Holdings Limited Provides housing management and transaction processing software for the property management sector in the UK. $5.0 $3.7 1.4x plc] Provides automated threat response, or unified threat management, software and SaaS for use by network security 02/01/16 FireEye Inc. [NASDAQ: FEYE] Invotas International Corporation [fka CSG Invotas] $20.0 NA NA teams in the government, finance, military, energy, healthcare and retail sectors. Provides cross-screen, targeted advertising software, customer analytics and advertising delivery software, and related 02/01/16 Telenor ASA Tapad Inc. $360.0 $57.0 6.3x digital marketing campaign management services for marketers and advertising professionals globally. Source: Capital IQ, 451 Research, Wall Street Research PIPER JAFFRAY 22
LTM Software M&A Activities Ann. Implied Enterprise EV / TTM Date Buyer Seller Seller Description Value ($) TTM Rev Rev Learning Technologies Group plc [fka In- 01/29/16 Rustici Software Provides standards compliance, content management and collaboration software for E-learning institutions globally. $26.0 $6.6 3.9x Deed Online plc] Provides physical security systems, including access control, intrusion detection, CCTV video surveillance, burglar alarms 01/25/16 Johnson Controls Inc. Tyco International Plc $5,645.0 $9,902.0 0.6x and automated fire suppression systems, for businesses and consumers globally. Also provides home alarm, temperature Provides computational fluid dynamics (CFD)-focused computer aided engineering (CAE) simulation software for 01/25/16 Siemens AG CD-adapco $970.0 $200.0 4.9x automotive, aerospace, energy and marine manufactures globally. Provides cybersecurity threat intelligence, detection and management SaaS for global enterprises and infrastructure 01/20/16 FireEye Inc. [NASDAQ: FEYE] iSIGHT Partners $200.0 $40.0 5.0x providers. Software enables the integration of up-to-date actionable threat intelligence into existing cyber security Cobham's surveillance systems assets, which provides video and audio surveillance systems for businesses and 01/15/16 Marlin Equity Partners LLC Cobham plc (surveillance business assets) $10.0 NA NA government agencies. Surveillance assets are a division of Cobham's Communications and Connectivity business unit. Provides consumer interaction analytics SaaS for enterprises and government agencies. Software enables the analysis 01/11/16 NICE Nexidia $135.0 $50.0 2.7x and conversion of unstructured audio, video, and text-based consumer content for... Provides POS system customer analytics and reporting software, Web hosting and related consulting services for 01/06/16 SPS Commerce Inc. ToolBox Solutions Inc. $21.8 NOTES retailers and consumer packaged goods suppliers in North America. Provides video-based shopper information collection systems, related outsourced reporting services and Web-based 12/22/15 Tyco Retail Solutions ShopperTrak $175.0 $75.0 2.3x customer analytics tracking SaaS 12/21/15 ShoreTel Inc. Corvisa LLC Provides call center, interactive voice response (IVR), SIP trunking and virtual collaborative communications SaaS $8.5 NA NA 12/17/15 CoreLogic Inc FNC Inc. Provides property appraisal and real estate collateral management software $475.0 NA NA The assets of EVault, which provides enterprise data protection, disaster recovery and business continuity, storage and 12/16/15 Carbonite, Inc. EVault, Inc. $14.0 NA NA data retrieval SaaS and appliances for small businesses.... 12/16/15 CVC Capital Partners Limited Kount Inc. Provides fraud detection and related risk management SaaS for e-commerce businesses and payment processors. $80.0 NA NA Provides signature-less online endpoint threat detection and response (ETDR), advanced threat prevention and anti- 12/14/15 Sophos Group plc SurfRight B.V. $32.0 NA NA malware software for consumers and businesses. Software locates, identifies and rem... 12/14/15 Kapsch TrafficCom AG Telvent Trafico y Transporte Provides traffic and tolling management software systems for the transportation industry worldwide. $38.4 NA NA Provides signature-less online endpoint threat detection and response (ETDR), advanced threat prevention and anti- 12/14/15 Sophos Plc SurfRight B.V. $31.8 $5.0 6.4x malware software for consumers and businesses. 12/11/15 Digital Barriers plc Brimtek Inc. Provides physical security, surveillance and monitoring systems for the public sector $25.0 $26.1 1.0x 12/11/15 LookingGlass Cyber Solutions Inc. Cyveillance Inc. Provides open-source Web-based enterprise threat intelligence SaaS solutions $35.0 NA NA Provides real-time e-commerce transaction fraud detection, fraud prevention and identity verification services for online 12/10/15 Transunion Netherlands I B.V. Trustev Limited $44.0 NA NA retailers, financial service providers and travel businesses.... Provides enterprise vulnerability assessment and management, penetration testing and attack intelligence and analytics 12/09/15 Courion Corporation Core Security Technologies Inc. $30.0 NA NA software. Provides contact center management software-as-a-service (SaaS) for businesses. In January 2014, LiveOps 12/01/15 Marlin Equity LiveOps Cloud NA NA NA announced the formation of two separate corporate entities: LiveOps Cloud Platform and LiveO... 11/30/15 EQT Partners AB IFS AB Provides ERP, CRM, EAM and BPM software $1,044.6 $390.2 2.7x 11/30/15 FLIR Systems Inc. DVTEL Inc. Provides physical security surveillance systems and software $92.0 NA NA Provides managed security services, including threat intelligence, forensics, online fraud detection, banking security, 11/24/15 NCC Group (Solutions) Limited Fox-IT Group B.V. $141.0 $30.0 4.7x incident response and auditing services, for businesses, financial institutio... 11/24/15 Sabre Corporation Trust Group of Companies Provides online and mobile hotel booking and reservations management software $154.0 NA NA Currently operating in stealth mode, intends to provide cloud application development tools that enable enterprises to 11/19/15 Google Inc. Bebop Technologies Inc. [dba bebop] $380.2 NA NA build, maintain and integrate cloud applications. 11/19/15 Familiprix Inc. ZoomMed Inc. Provides multi-pharmacy laboratory management software $1.5 NA NA 11/18/15 Tack Fiori International Group Limited Beijing Tianya Co. Ltd. Provides mobile healthcare application security software for businesses. $40.0 NA NA Source: Capital IQ, 451 Research, Wall Street Research PIPER JAFFRAY 23
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