Software valuations soar in sponsor deals

by Scott Denne

The coordinated efforts of strategic and financial acquirers took purchases of application software vendors to a new height last year. Now, it’s the efforts of the latter alone that are pushing software deals back toward a record as sponsors place hefty valuations on such companies.

According to 451 Research’s M&KnowledgeBase, $23bn of software assets have traded hands through the first quarter of the year, putting 2019 on pace to match 2018’s record haul ($93bn). As we discussed in 451 Research’s Tech M&A Outlook 2019, the reentry of strategic buyers played an equal role in driving last year’s total. This year, private equity (PE) buyers have contributed the lion’s share of investment through the first quarter, having spent more than $17bn on such transactions, our data shows.

PE shops are acquiring application software providers at a slightly higher clip, having bought 117 of them in the first quarter, compared with 108 in the same period of 2018. More importantly, those firms are paying an unprecedented premium through the start of the year. According to the M&A KnowledgeBase, software vendors selling to buyout shops are trading hands at a median 5.5x trailing revenue, a full turn higher than last year and extending a streak of soaring prices for software companies in sponsor-led deals.

That rise in software valuations largely follows the rise in public stocks (which usually corresponds with an increase in tech M&A valuations, as my colleague Brenon Daly pointed out last week). Looking at the three largest sponsor acquisitions of application software providers this year, two of the targets – Ultimate Software and Solium – sold above their all-time-high share price. The third, Ellie Mae, was a few percentage points below its peak, but still sold at roughly 50% higher than where it finished 2018. With the S&P 500 up 15% this year, prices for software deals don’t look ready to settle.

2019 Tech M&A Outlook: Introduction

by Brenon Daly

Each January, we look back on deal flow over the previous year and look ahead at what we expect in the coming year. Our Tech M&A Outlook: Introduction provides a broad overview of acquisition activity in the tech market and the trends that shaped – and will shape – the multibillion-dollar tech M&A market. A few of the insights from the report include:

Both strategic and financial acquirers printed a record number of billion-dollar deals in 2018, with their combined pace topping two big-ticket transactions announced every week last year, according to 451 Research’s M&A KnowledgeBase. Microsoft, Salesforce, SAP, Adobe and IBM all inked billion-dollar acquisitions last year, after not one of the tech giants announced a blockbuster print in 2017.

With its broad applicability for buyers across the tech landscape, machine learning (ML) cemented its standing as the fastest-growing trend in the tech M&A market. The number of deals has increased roughly 50% every year since the start of the decade, our data shows. And no slowdown is expected in 2019, since bankers told us they have more ML transactions in their pipelines than anything else.

VC has turned into an industry characterized by ‘fewer, but bigger.’ That’s true in funding as well as exits. The M&A KnowledgeBase tallied the sale of just 603 startups in 2018, the second-fewest exits in the past half-decade. Proceeds from those deals, however, smashed all records. Last year’s total of $83bn in announced or estimated deal value almost eclipsed the total for the three previous years combined.

Additionally, we look at the prevailing trends in M&A pricing; the unprecedented activity of private equity that’s reshaping the tech landscape; and what the outlook is for the other exit, IPOs.

The overview serves as an introduction to our full, 100-page report that covers the outlook for M&A activity in six key enterprise IT markets, including application software, IoT and cloud. The full report, which will be available next week, is included in all subscriptions to 451 Research’s M&A KnowledgeBase, and is also available for purchase.

An unexpected exit from Sand Hill Road

by Brenon Daly

There’s a new exit off Sand Hill Road that’s proving increasingly popular for startups. Rather than following the well-worn path that leads into another venture portfolio, startups are taking an unexpected turn into private equity (PE) holdings at a record rate. For the first time in history, a VC-backed startup in 2018 was more likely to sell to a PE buyer than a fellow VC-backed company, according to 451 Research’s M&A KnowledgeBase.

Last year was a stunning reversal from when ‘inter-species deals’ were the norm. In 2015, for instance, the M&A KnowledgeBase shows almost three times as many VC-to-VC transactions as VC-to-PE transactions. But with ever-increasing amounts of cash to put to work, PE firms have started reaching into VC portfolios much more frequently and aggressively.

The M&A KnowledgeBase shows that buyout shops, which once operated on the diametrically opposite end of the corporate lifecycle from VCs, are now providing almost one out of four venture exits. They are doing this by bolting on startups’ assets to their ever-increasing number of existing portfolio companies, as well as by recapping startups, or buying out an existing syndicate of venture investors.

Altogether, PE firms have doubled the number of VC-backed deals over the past three years. That buying group has increased its startup purchases every single year since 2015, while the number of VC-to-VC transactions has fallen every single year during that period.

Those diverging fortunes have pushed buyout shops’ share of VC exits to an unprecedented 23% in 2018, up from roughly 10% at the start of the current decade, according to the M&A KnowledgeBase. So for a startup looking to sell itself in the coming year, it’s probably more likely to go to a company owned by Silver Lake rather than Greylock, or KKR rather than NEA.

PE goes gray

by Scott Denne

As it celebrates its 25th year in business, ConvergeOne is falling again into the hands of a private equity (PE) shop. With CVC Capital Partners’ $1.8bn acquisition of the communications integration services firm, ConvergeOne joins an expanding list of tech companies landing in PE portfolios when they’re well into adulthood. As buyout firms vary their strategies to incorporate growing businesses and venture-funded startups, there’s a sense that they’re making room for younger companies. But in reality, PE tech targets keep getting older.

According to 451 Research’s M&A KnowledgeBase, the median age of a PE acquisition has risen steadily through this decade. In 2010, the typical technology vendor was 12 years old upon joining a PE portfolio – four years younger than the typical 2018 purchase. (The analysis doesn’t include corporate spinoffs, whose founding dates are difficult to pin down.) Although PE firms are buying more young companies on an absolute basis, those targets make up a smaller share of PE deals. So far this year, they’ve bought 158 businesses – one out of five PE transactions – with less than a decade of operations, while in 2010, nearly one-third were below that age.

The graying of PE portfolio companies reflects a dramatic shift in the source of deals for PE shops. Acquisitions of vendors that have already been through at least one cycle of PE ownership are accelerating at the expense of all other sources of deal flow, including take-privates, buyouts of venture-backed businesses and corporate spinoffs. Excluding bolt-on transactions, such secondary acquisitions account for more than one out of every four tech purchases by PE firms this year.

In its latest move, CVC Capital becomes the third buyout shop to own ConvergeOne. Several companies are passing from one sponsor to another for the second or third time this year. In January, Marketron was bought by its fourth financial sponsor as the radio broadcasting software business approaches its 50th anniversary. And in one of the largest PE deals of the year, Carlyle Group spent $6.7bn to become the third PE owner of Sedgwick, a 47-year-old claims management outsourcer.

PE’s expanding footprint in tech M&A naturally results in a rise in secondary transactions as more of the available targets are PE-owned. By our count, PE firms and their portfolio companies have inked almost one out of every three tech deals this year. Yet the rising age of PE-owned companies suggests that those firms aren’t replenishing their stock of potential targets as fast as they are recycling it.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Strategics stretch for larger PE assets

by Scott Denne

Fortive’s $2bn acquisition of Accruent delivers the latest in a string of 10-figure private equity (PE) exits to come from strategic buyers. Corporations like Fortive, an industrial technology company, are plucking the largest tech assets out of PE portfolios at an elevated rate. Yet despite the increase, secondary exits – sales to other buyout shops – are expanding their share of PE exits.

With two-thirds of the year in the books, strategic acquirers have paid $1bn or more for 11 PE portfolio companies. According to 451 Research’s M&A KnowledgeBase, that’s the fastest pace of such acquisitions in a single year. That said, the pace of such deals is lumpy and could suddenly accelerate or decline. Before today’s transactions, two months had passed without a $1bn PE exit via a strategic sale, and a single day in May saw three such deals announced. On the day Fortive announced its purchase of Accruent from Genstar, SS&C paid $1.4bn to acquire Eze Software from TPG Capital.

In addition to the growth of large purchases, strategic acquirers are paying more for the companies they buy. Across all acquisitions out of PE portfolios, strategics have paid a median 3.7x trailing revenue, almost a full turn above last year’s prices and higher than the median multiple in any year over the previous decade. Favorable tax rates could account for some of the increase in prices from last year. Just as likely, though, the jump in prices reflects increasing competition from PE firms.

Although strategics still provide most of the total value of PE exits, secondary sales are increasing as a share of PE exits – a reflection of the bursting coffers and broader playbooks of PE funds. So far this year, secondary sales make up 40% of PE liquidity in the tech M&A market, compared with 33% last year. It’s odd that Accruent’s owner – Genstar Capital – has sold to a strategic now that those buyers make up a diminishing share of PE exit value. The facilities management software vendor traded one PE owner for another on two earlier occasions, in 2013 and 2016 – years when secondaries accounted for just one-quarter of PE liquidity.

PE bags another elephant

Extending this year’s record pace of private equity (PE) spending, Siris Capital plans to pay $2bn to take Web.com private. The transaction matches the largest deal Siris has made, according to 451 Research’s M&A KnowledgeBase. Debt-heavy Web.com, which has been public since 2005, has struggled with a declining number of subscribers in recent quarters.

The web hosting vendor has been slowly reorganizing its operations in recent quarters, and Siris’ offer reflects its transition. Terms call for the buyout shop to pay $25 for each share of Web.com, below the company’s share price last October. There’s a six-week ‘go shop’ included in the agreement, with the transaction expected to close in Q4.

Siris’ reach for Web.com marks the 10th deal announced by PE firms so far this year valued at $2bn or more. That nearly matches the total number of 11 similarly sized transactions announced in the first half of the two previous years combined, according to the M&A KnowledgeBase.

Of course, as active as the financial acquirers have been, they still have some distance to go to catch up to their corporate rivals, which had been largely unchallenged in the tech M&A market until just a few years ago. The M&A KnowledgeBase shows these strategic buyers have already announced 20 deals valued at $2bn or more this year. (451 Research subscribers can see more on the relentless rise of PE and the impact it is having on the tech landscape in our special two-part report: Part 1 and Part 2.)

Still, the dramatic increase in elephant hunting by PE firms is changing the top end of the tech M&A market. Of course, that is being driven by the unprecedented amount of capital buyout shops have to put to work. Estimates for the total amount of dry powder available to PE firms to go shopping in the tech industry is estimated in the hundreds of billions of dollars, with a handful of tech-focused shops raising single funds that top $10bn. Several other buyout firms have announced multibillion-dollar funds of their own. On top of that, the leverage available to PE shops multiplies their true purchasing power.

Buyout firms are putting that money to work at a record rate. Already this year, they have announced $71bn worth of transactions, according to the M&A KnowledgeBase. For perspective, that’s almost three times the average amount spent in the first half of the years since the start of this decade.

Corporates open doors for PE exits

Contact: Scott Denne

After a dry spell in 2017, strategic acquirers have come pouring back into the tech M&A market, printing larger deals and paying higher prices. In doing so, they’re delivering a disproportionately high amount of exits for private equity (PE) investments.

According to 451 Research’s M&A KnowledgeBase, strategic acquirers have spent $19.6bn so far this year to buy tech assets out of PE portfolios. That’s up from $8bn through May of last year and more than the same period in any year since 2002. The volume of such deals has risen as well, yet soaring valuations play an outsized role.

Among the 10 largest sales of PE-backed companies to strategic acquirers this year, six have traded above 5x trailing revenue. At this point last year, only two such transactions surpassed that mark. Strategic buyers appear willing to pay more than in the past, both in terms of multiple and check size. Take Adobe’s purchase of Magento (a Permira Funds portfolio company) earlier this week. In that deal, the acquirer paid 11x trailing revenue – an organizational record and more than twice the median multiple for an Adobe purchase.

In other cases, infrequent buyers are making remarkable acquisitions. TransUnion, for example, has upped its deal-a-year pace with six purchases in the past 12 months, including the $1.4bn pickup of GTCR’s Callcredit in April – its biggest-ever acquisition. Likewise, healthcare software vendor Inovalon Holdings moved past printing the occasional tuck-in with the $1.2bn acquisition of ABILITY Network from Summit Partners in March.

The trend aligns with the predictions for the PE exit environment in the M&A Leaders’ Survey from 451 Research and Morrison & Foerster. In that April survey, respondents overwhelmingly predicted an increase in PE exits via strategic acquisitions, with eight times as many respondents predicting an increase as those anticipating a decrease. Indeed, more foresaw an uptick in strategic exits than any other avenue we asked about (secondary sales, IPOs, reverse mergers and bankruptcy).

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Conga drums up more sales software M&A

Contact: Sheryl Kingstone, Scott Denne

Continuing a streak of consolidation in sales software, Conga, a document and contract management provider, has acquired Octiv. Sales software has seen a spurt of M&A as sales organizations seek technology platforms with more uses – in this case, the digitization of the entire sales cycle.

On the surface, both companies have similar capabilities. Octiv, formerly known as TinderBox, focuses on the upstream aspects of managing content and workflow automation for sales processes such as proposals and quotes, whereas Conga, an Insight Venture Partners portfolio company, concentrates on intelligent automation once the quote or proposal has been agreed upon. Octiv also brings capabilities to measure engagement throughout the sales process. This deal is both a consolidation of the market for customers and a technology enhancement.

As we previously suggested, the shift to engaging, from merely transactional, sales interactions would spur M&A as sales software vendors seek to expand beyond systems of record and into systems of engagement. According to 451 Research’s M&A KnowledgeBase, many of the early returns on such transactions – including Marketo’s acquisition of ToutApp and Corel’s purchase of ClearSlide – have traded below the amount of venture funding they brought in. (Terms of Octiv’s sale weren’t disclosed so the return on the $20m it raised isn’t clear.)

Despite some modest returns, deals are increasing as the market for more advanced sales software capabilities begins to heat up. In a custom study by 451 Research, 90% of sales managers told us they have some form of investment in sales technology, although most of those are likely nothing more than legacy CRM or sales force automation, neither of which has the functionality to enable sales teams to optimize around the expanding flow of digital signals that are available to inform the sales process, as we outlined in our Sales Technology Platforms Market Map.

Sales organizations are coming to that same conclusion. According to a survey by 451 Research’s Voice of the Connected User Landscape, sales analytics and intelligence, engagement, and content are the most sought-after capabilities, outpacing legacy capabilities like pipeline management and lead generation. More importantly, that survey shows that sales teams are shifting toward advanced intelligent automation across a broader range of processes with the goal of eliminating manual processes. As they do so, more functionality will be consolidated by platforms such as Conga with intelligence at the core of their sales software.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

CommerceHub in sellers’ market

Contact: Scott Denne

A pair of private equity (PE) firms has taken CommerceHub off the public markets in a $1.1bn acquisition. The deal carries a scorching multiple that punctuates the value of e-commerce software as retailers struggle to make digital engagement a centerpiece of their business.

GTCR and Sycamore Partners’ joint purchase of CommerceHub values the firm at 10x trailing revenue, or 32x EBITDA – atypical multiples for an e-commerce software provider with the target’s growth. With that valuation, CommerceHub finds itself in the same neighborhood as Demandware and hybris, which each fetched about 11x revenue in their respective sales to Salesforce and SAP.

Yet CommerceHub’s revenue expanded by just 11% last year, compared with Demandware and hybris, which both posted topline growth in the 50% neighborhood leading up to their exits. Ariba offers a more accurate, if aging, comp for CommerceHub – both vendors provide back-end commerce services, such as integration between retailers and suppliers, whereas Demandware and hybris build customer-facing software. CommerceHub is fetching a multiple that’s a full turn above Ariba’s 2012 sale, despite the latter company having double the growth rate and being triple the size of the former.

In part, today’s multiple reflects higher prices being paid by buyout shops as their investments in tech M&A rise. According to 451 Research’s M&A KnowledgeBase, the median multiple paid by a PE acquirer last year rose to 3x, up from 2.5x a year earlier. Moreover, that median has hovered above 2.5x every year since 2014. In the preceding decade, it never once hit that level, and in only three years did the median reach 2x.

All that’s not to say nothing but a flood of PE money drove up CommerceHub’s price. Digital commerce technology is evolving into a core element of customer engagement and retailers need timely, accurate product information, which CommerceHub facilitates, to integrate into their customer-facing marketing and commerce software systems. According to 451 Research’s VoCUL Quarterly Advisory Report: Digital Transformation Leaders and Laggards, digital commerce and web experience management are the two most common areas of investment for enterprises, as 27% of enterprises told us they plan to deploy or upgrade those technologies in late 2017 and early 2018.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Ratcheting up bolt-ons

Contact: Scott Denne

In another sign that the private-equity playbook is changing, financial sponsors are moving faster than before to add to their newest holdings. While PE firms typically have taken several quarters to allow a new asset to settle in before making bolt-on acquisitions, they’re abandoning that waiting period as they put a record amount of cash to work in the tech M&A market.

According to 451 Research’s M&A KnowledgeBase, of the 10 largest companies taken off a major US exchange by a PE firm in the last 12 months, three have already announced a bolt-on deal – all of which have come less than a month after the close of the buyer’s take-private. For comparison, among the 10 largest US take-privates in 2016, three also did a bolt-on, yet none within six months of the platform acquisition.

In the most recent example, Bazaarvoice picked up speech-recognition company AddStructure just three weeks after Marlin Equity closed its February take-private of Bazaarvoice. West Corp also waited less than a month after its take-private closed to make its first acquisition, and has announced two more since that November 2017 deal. Xactly didn’t wait a full two weeks before its first follow-on under Vista Equity’s ownership. Barracuda Networks hasn’t yet completed a deal under Thoma Bravo’s purview, which officially began two weeks ago, although it did get one done in the 10 weeks between the take-private announcement and the close.

The rush for bolt-on deals shows that competition for targets from PE firms is increasing on all fronts. As we noted in our 2018 Tech M&A Outlook report, acquisitions by PE firms and their portfolio companies matched those by NYSE- and Nasdaq-traded strategic acquirers for the first time in 2017. As the rush for bolt-ons shows, competition won’t be limited to the big platform deals. Strategics will have to move faster to win smaller, additive deals.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.