Piper Jaffray Software Activity Update November 2016

 
CONTINUE READING
Piper Jaffray Software Activity Update November 2016
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 Activity Update November 2016
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
Piper Jaffray Software Activity Update November 2016
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
Piper Jaffray Software Activity Update November 2016
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
You can also read