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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
MERGERS & ACQUISITIONS CAPITAL MARKETS FINANCIAL RESTRUCTURING FINANCIAL ADVISORY SERVICES
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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
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ASA Technology M&A Update Presentation
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Technology M&A Breakfast Presentation
Susan Blanco – Managing Director, Houlihan Lokey
focused on technology and technology investment banking. Ms. Blanco is based in the firm’s San Francisco
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.
Mateo Counties and is the Membership Chair of the San Francisco Opera Guild (Peninsula Chapter).
Materials Science and Engineering from Stanford University.
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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
6% 12% 2% 81% <$100m $100m-$500m $500m-$1b $1b+ 6% 16% 11% 68% $36.4bn
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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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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 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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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 $399 billion in buyout dry powder ready to be invested(2) ASA Technology M&A Update Presentation
(1) CapIQ as of 11/7/2014 (2) Preqin Special Report: Private Equity Buyout Investments; April 2014
U.S. Technology Buyouts by Year(1) U.S. Technology Buyouts by Quarter(1)
18 22 19 18 19 29 34 10 20 30 40 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 91 81 77 97 25 50 75 100 2011 2012 2013 2014YTD Nov
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ASA Technology M&A Update Presentation
(1) CapIQ as of 11/7/2014
Cash and Short-term Investments of Top Technology Companies ($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
$0 $25 $50 $75 $100 $125 $150
Industrials Technology Healthcare Telecom Energy
2013 YTD 2014 YTD 2013
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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
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
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
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