ASA Technology M&A Update Presentation November 2014 MERGERS - - PowerPoint PPT Presentation

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ASA Technology M&A Update Presentation November 2014 MERGERS - - PowerPoint PPT Presentation

ASA Technology M&A Update Presentation November 2014 MERGERS & ACQUISITIONS CAPITAL MARKETS FINANCIAL RESTRUCTURING FINANCIAL ADVISORY SERVICES HL.com 0 ASA Technology M&A Disclaimer Update Presentation These materials, and


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MERGERS & ACQUISITIONS CAPITAL MARKETS FINANCIAL RESTRUCTURING FINANCIAL ADVISORY SERVICES

HL.com

ASA Technology M&A Update Presentation

November 2014

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Disclaimer

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These materials, and any oral or video presentation that may supplement them (collectively, the “materials”) are being provided to you by Houlihan Lokey for discussion purposes only and may not be relied upon by any person or entity for any purpose except as expressly permitted by Houlihan Lokey’s engagement letter (if any). The materials are provided on a confidential basis and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without our express prior written consent. The information used in preparing the materials was

  • btained from or through various sources, and Houlihan Lokey makes no representations as to the accuracy or completeness of such information and

expressly disclaims any liability associated therewith. Houlihan Lokey assumes no responsibility for independent verification of such information and has relied on such information being true, complete and accurate. To the extent such information includes estimates and forecasts of future financial performance, we have assumed that such estimates and forecasts have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management that provided such information (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). Any analyses contained herein (as well as any suggestions or recommendations contained herein and/or derived from the content of the materials) are preliminary in nature, speak as of the date hereof, and are subject to reconsideration and modification. Any statements and estimates contained in the materials constitute Houlihan Lokey’s judgment and should be regarded as indicative, preliminary and for illustrative purposes only. In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of any company or

  • pinions concerning the fairness of any proposal or “offer” price that may be referred to herein.

Houlihan Lokey makes no representations as to the actual value which may be received in connection with any transaction. The materials should not be considered a recommendation with respect to any transaction or other matter. Houlihan Lokey undertakes no obligation to update, revise or reaffirm the materials. Houlihan Lokey is a trade name for Houlihan Lokey, Inc. and its subsidiaries and certain of its affiliates. Houlihan Lokey and its affiliates, including ORIX USA Corporation and its subsidiaries and affiliates (collectively, the “Houlihan Lokey Group”), engage in providing investment banking, securities trading, financing, and financial advisory services and other commercial and investment banking products and services to a wide range of institutions and individuals. The materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by the Houlihan Lokey Group to provide or arrange any financing for any transaction or to purchase any security in connection therewith. In the ordinary course of business, the Houlihan Lokey Group and certain of its employees, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including bank loans and other obligations) of, or investments in, your company or any other party that may be involved in the matters mentioned in the materials or have other relationships with such parties. With respect to any such securities, financial instruments and/or investments, all rights in respect of such securities, financial instruments and investments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Houlihan Lokey Group may in the past have had, and may currently or in the future have, financial advisory or other investment banking relationships with parties involved in the matters mentioned in the materials, including parties that may have interests with respect to your company, any transaction or other parties involved in any transaction, from which conflicting interests or duties may arise. Although the Houlihan Lokey Group in the course of such other activities and relationships may acquire information about your company, any transaction

  • r such other parties, or that otherwise may be of interest to your company, the Houlihan Lokey Group shall have no obligation to, and may not be

contractually permitted to, disclose such information, or the fact that the Houlihan Lokey Group is in possession of such information, to your company or to use such information on your company’s behalf.

ASA Technology M&A Update Presentation

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Speaker Biographies

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Technology M&A Breakfast Presentation

Susan Blanco – Managing Director, Houlihan Lokey

  • Ms. Blanco is a Managing Director in Houlihan Lokey’s Technology Group. She has spent her entire career

focused on technology and technology investment banking. Ms. Blanco is based in the firm’s San Francisco

  • ffice.

Before joining Houlihan Lokey, Ms. Blanco was a co-founder of ArchPoint Partners, LLC, a boutique investment bank focused on providing mergers and acquisitions and capital raising advisory services to technology companies. She has completed numerous transactions for public and private companies in the technology sector. Ms. Blanco’s extensive investment banking background includes mergers and acquisitions, public and private equity issues, and debt transactions. She has completed transactions with leading private equity sponsors and venture capital firms, as well as strategic transactions with global corporations, including IBM, Intuit Inc., McKesson Corp., Verisk Analytics, Inc., Infineon Technologies AG, British Telecommunications, Virgin Mobile, and Google. Prior to founding ArchPoint, Ms. Blanco worked for Montgomery & Co., where she sourced, evaluated, and executed mergers and capital raises for growth companies in the software and technology sectors. Before joining Montgomery, she was a Managing Director at The NASDAQ Stock Market. Prior to that, she was a Vice President in investment banking at JPMorgan, where she executed several billion dollars in M&A transactions and equity and debt transactions with clients in the technology, media, and telecom sectors. Ms. Blanco started her banking career as an associate at Hambrect & Quist. She has a technology operations background and worked in the storage industry in a variety of international and domestic business development roles.

  • Ms. Blanco serves on the Finance Committee of the Second Harvest Food Bank of Santa Clara and San

Mateo Counties and is the Membership Chair of the San Francisco Opera Guild (Peninsula Chapter).

  • Ms. Blanco holds a B.S. in Engineering Physics from the University of California, Berkeley and an M.S. in

Materials Science and Engineering from Stanford University.

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Technology Sector M&A Overview

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Source: Deloitte – Top 10 Issues for Technology M&A in 2014

Commentary

 A number of industry trends are driving shareholders to anticipate increased M&A deal volume  Technology sector change is opening up new market opportunities and driving significant disruption at an accelerating rate:  Growing availability of Internet access around the globe  Proliferation of alternative access channels have led to an increasingly connected consumer base, including: – Mobile devices – Social media networks – Spread of user-generated content  Advancements in processor speed and storage  Increasing proliferation of alternative operating systems, devices and platforms, demanding greater integration capabilities  Start-ups leading large tech players to move more quickly to remain ahead of newcomers  Technology companies are responding to customer and market needs (often through M&A) in seven areas:

ASA Technology M&A Update Presentation

Scale Cloud Services Mobility Big Data Eliminate Competitors Integration Capabilities Enhance Existing Products

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6% 12% 2% 81% <$100m $100m-$500m $500m-$1b $1b+ 6% 16% 11% 68% $36.4bn

Global Technology Sector M&A Trends

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Q1 2013 Aggregate Value of Announced Deals by Deal Size Q1 2014 Aggregate Value of Announced Deals by Deal Size

Note: Denotes number of deals with values disclosed Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 4 April 2014

$66.6bn

Q1 14

$3.8bn 149 deals $10.5bn 47 deals $7.3bn 10 deals $45.0bn 13 deals

Q1 13

$2.0bn 91 deals $4.4bn 22 deals $0.7bn 1 deal $29.3bn 4 deals

Commentary

 Even compared to a recent strong M&A landscape, the technology market has shown tremendous performance in recent years  In Q1 2014, aggregate deal value was at $66.6 billion, up 41% sequentially and 83% YOY  Average deal value increased 50% sequentially to $304 million, but was down 2% YOY from $309 million in Q1 2013  Deals under $100 million increased 64% YOY in volume and 86% in value  Deals between $100 and $500 million grew 114% in volume and 137% in value

ASA Technology M&A Update Presentation

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Global Technology Sector Landscape

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Technology Spin-offs / Split-offs(1) Commentary Technology IPO Activity(1)

 Notable 2014 Spin-off / Split-off announcements include:

 eBay spun off PayPal to allow organic growth for PayPal with independent management team  HP split to realign strategic priorities for the bifurcated segments  SunGard spun off availability services segment to allow expansion within the disaster recovery market  ADP spun off CDK, its dealer services business to refocus the company on HCM  IBM spun off chip division in an effort to overhaul business strategy

 Even with a slow start for overall equity markets in 2014, the technology landscape has seen 294 IPOs YTD, worth over $57 billion

 Alibaba’s IPO September 22, 2014 worth $21.8 billion, making it the largest IPO in history

ASA Technology M&A Update Presentation

(1) CapIQ as of 11/7/2014

4 3 3 1 9 2 4 2 4 6 8 10 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 Number of Deals 205 195 399 347 210 208 308

$21.7 $27.5 $58.1 $30.6 $34.6 $16.7 $58.5

$0 $20 $40 $60 $80 $100 100 200 300 400 500

2008 2009 2010 2011 2012 2013 2014 YTD

Value (Billions) Number of IPOs

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U.S. Software Subsector M&A Trends

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U.S. Software M&A Activity(1) Commentary Median Exit Multiples(1)

1.8x 2.3x 2.3x 2.3x 2.3x 11.6x 11.5x 12.9x 13.3x 18.1x 0.0x 4.0x 8.0x 12.0x 16.0x 20.0x 2Q13 3Q13 4Q13 1Q14 2Q14 EV/Revenue EV/EBITDA 435 406 394 431 444 455 460 476 $12.3 $15.8 $9.9 $20.8 $20.2 $22.8 $31.4 $24.2 $0 $7 $14 $21 $28 $35 100 200 300 400 500 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 Value (Billions) Number of Deals Deals Value

 There were 476 Software M&A transactions in Q2 2014 with an aggregate value of $24.2 billion  Deal activity has remained relatively robust over the past two years, increasing steadily over the past 5 quarters  The median software exit multiple has remained at 2.3x since Q2 2013  Within software, we are seeing a lot of activity in Healthcare IT, Human Capital Management, and Customer Experience Management  In the past two quarters, several major deals have closed in the software and technology sector at record multiples, including:

 SAP’s acquisition of Concur Technologies (12.4x revenue)  Zillow’s acquisition of Trulia (14.8x revenue)  Priceline’s acquisition of OpenTable (12.6x revenue)

ASA Technology M&A Update Presentation

(1) Software Equity Group Report, Q2 2014 Note: Denotes number of deals, regardless of value disclosure

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U.S. Private Equity Technology Buyout Trends

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Commentary  Intense competition amongst private equity firms is driving up valuations  Increased private equity investment returns have led to increased number of private equity firms competing for deals  Recent bull market and the soaring stock market is perpetuating growing price multiples  It’s a seller’s market due to the competitive landscape  Finite time to deploy capital puts immense pressure on private equity fund managers to rush into deals and potentially over- pay for assets  Private equity funds have over $399 billion in buyout dry powder ready to be invested(2) ASA Technology M&A Update Presentation

(1) CapIQ as of 11/7/2014 (2) Preqin Special Report: Private Equity Buyout Investments; April 2014

U.S. Technology Buyouts by Year(1) U.S. Technology Buyouts by Quarter(1)

18 22 19 18 19 29 34 10 20 30 40 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 91 81 77 97 25 50 75 100 2011 2012 2013 2014YTD Nov

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Cash Reserves of Large Technology Companies

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ASA Technology M&A Update Presentation

(1) CapIQ as of 11/7/2014

Cash and Short-term Investments of Top Technology Companies ($Billions)(1)

$5.1 $5.5 $5.6 $6.9 $7.9 $8.1 $8.7 $9.6 $10.4 $10.6 $14.3 $14.5 $15.7 $15.8 $17.6 $18.3 $22.3 $22.9 $25.2 $51.6 $52.1 $55.7 $60.1 $74.4 $88.5 $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 $100 Comcast Sprint Hitachi Amazon Verizon Orange Honeywell IBM eBay General Electric Facebook Hewlett-Packard Siemens Intel QUALCOMM Alibaba Vodafone SoftBank Apple Oracle Cisco Systems Samsung Google China Mobile Microsoft

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$0 $25 $50 $75 $100 $125 $150

Industrials Technology Healthcare Telecom Energy

2013 YTD 2014 YTD 2013

Effect of Debt Market on M&A Activity

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Commentary  The technology sector has raised over $90 billion in debt this year, and over $100 billion in 2013

 Apple raised $14 billion from fixed rate securities in April 2014  Google raised $1 billion from bond issuance in February 2014

 Due to low interest rates, availability of cheap capital has endorsed a stock pile of dry powder for private equity funds  Technology M&A has continued to strengthen in recent years and the near-term credit market conditions indicate it will remain strong  Because of historically low interest rates, many companies have fortified their balance sheets with cash leading to an acquisitive landscape ASA Technology M&A Update Presentation Corporate Debt Raised by Sector ($Bn)(1) U.S. 10 Year Treasury Rates (%)(1)

(1) CapIQ as of 11/7/2014. Global

$98 $101 $75 2.00 2.20 2.40 2.60 2.80 3.00 3.20 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov

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Strategic Options Matrix

ASA Technology M&A Update Presentation

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Value Maximization Liquidity Risk / Reward Current Market Involvement of Management Status Quo  Organic growth rate caps value creation  No immediate liquidity  Full business risk remains with owners  Macroeconomic growth likely to continue  No additional input from management Merger for Shares  Complex, delayed value maximization  Only opportunity for partial liquidity  Follow on transaction required  Difficulty/complexity in negotiating relative value and synergy sharing  Unappealing for strong businesses  Require significant involvement from management IPO  Discount to a control transaction  Financing event not liquidity event; lock up periods  Ongoing price risk, incremental operational costs  Difficult to time  Significant Growth via Acquisitions  Potential to create value via strategic, synergistic acquisitions  No immediate liquidity  Overpayment, closing and integration risk  Moderate reward if non- transformational  Large volume of sellers  Key is finding quality  Requires significant involvement from management Sale to Large Strategic Buyer  Synergy, competition, and scarcity value drive premium valuation  Full / major liquidity event for cash consideration  Relatively low if managed properly  High reward for

  • ptimized transaction

with right strategic acquiror  Significant strategic buyer activity  Strategics looking for acquisitions of profitable, global platforms to augment offerings  Significant management involvement  Mitigated with use of M&A advisor Majority Recap with Financial Sponsor  Competition, scarcity and platform value with significant “dry powder” can drive valuations to be equal to strategics  Major liquidity event for cash consideration  Opportunity for rolled equity if desired  Opportunity to retain some upside while realizing value created in business  Financial sponsors have material “dry powder”  Leverage availability for companies with strong financial profile  Significant management involvement  Mitigated with use of M&A advisor Minority Recap  Valuation offset by small transaction size  Minimal  Relatively low if managed properly  Strong appetite for quality companies  Intermediate level of involvement from management Debt Recap  Capital infusion can help drive value and accomplish investors/business goals  Remain independent and provide liquidity in the form of dividends to

  • wners

 Retain upside while realizing value created in business  Less expensive and tax benefits  Lenders looking to disburse excess cash  Interest rates at all time low  Significant

Considerations for Owners Alternatives