TECHNOLOGY, MEDIA, & TELECOM

(1)

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

(2)

www.harriswilliams.com



DEAL SPOTLIGHT



WHAT WE’RE READING



M&A TRANSACTIONS – 1Q 2015



SOFTWARE M&A ACTIVITY



SOFTWARE SECTOR OVERVIEWS



SOFTWARE PRIVATE PLACEMENTS

OVERVIEW



SOFTWARE PUBLIC COMPARABLES

OVERVIEW



TECHNOLOGY IPO OVERVIEW



DEBT MARKET OVERVIEW



APPENDIX: PUBLIC COMPARABLES DETAIL

TMT CONTACTS

UNITED STATES

Jeff Bistrong

Managing Director

[email protected]

Sam Hendler

Managing Director

[email protected]

Mike Wilkins

Managing Director

[email protected]

EUROPE

Thierry Monjauze

Managing Director

[email protected]

TO SUBSCRIBE PLEASE EMAIL

[email protected]

HARRIS

WILLIAMS

& CO. OVERVIEW

HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM

SOFTWARE / SAAS



Application Software



Data and Analytics



IT and Tech-Enabled

Services



Infrastructure Software



Telecom and Data Center

Solutions

INTERNET & DIGITAL MEDIA



AdTech and Marketing

Solutions



Digital Media and Content



Gaming



Consumer Internet



eCommerce



Mobile

HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP INDUSTRY SECTORS

SELECT 2014 & 2015 HW&CO. TMT TRANSACTIONS

STRATEGICRELATIONSHIPS HW&Co. OFFICE



Accounting and Legal



Education



Energy and Infrastructure



Finance and Retail



Healthcare



Public Sector

TMT VERTICAL FOCUS AREAS



24+ year history with over

170 closed transactions in

the past 3 years



Approximately 230

professionals across eight

offices in the U.S. and Europe



Strategic relationships in

India and China



10 industry groups

KEY FACTS

has been acquired by has merged with has become a wholly owned subsidiary of has received a minority

Investment from has received a majority Investment from

has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by

has acquired a majority interest in has been acquired by

(3)

PAGE | 2

DEAL

SPOTLIGHT

– ACCESS

TECHNOLOGY

GROUP



Leading provider of integrated business management software, including ERP, CRM,

business intelligence, supply chain management, and payroll/HR solutions for mid-sized

businesses in the U.K.



Access’s robust solution suite can be deployed in the cloud, in a hosted environment,

or on-premise



6,000+ customers spanning numerous industry verticals, including construction,

distribution, financial services, business services, manufacturing, non-profit, and

transportation



Access was founded in 1991, and is based in Colchester, U.K.

ABOUT ACCESS TECHNOLOGY GROUP



HW&Co. was retained by TA Associates to serve in an advisory capacity throughout the

process of TA Associates’ pursuit of Access Technology Group



HW&Co. was retained due to its deep ERP and business management software

expertise, including its strong knowledge of the European software landscape



HW&Co. worked with TA Associates to broker a pre-emptive approach, closing the

deal before a process was able to be launched



TA Associates plans to support Access in accelerating its growth both organically and

inorganically through acquisitions, building upon its commanding position in the

European market

has acquired a

majority interest in

HW&Co. served as the exclusive buy-side advisor to TA Associates on its acquisition of a majority

stake in Access Technology Group.

(4)

WHAT

WE’RE

READING

TECH BUBBLE? MAYBE, MAYBE NOT | MARCH 25, 2015

THE SOFTWARE THAT’S EATING MARKETING | MARCH 5, 2015

ENTERPRISE SOFTWARE SPEND TO REACH $620 BILLION IN 2015: FORRESTER | JANUARY 7, 2015

FINANCIAL TECHNOLOGY IS DEAD; LONG LIVE FINTECH | MARCH 25, 2015

2014 HEALTH IT VENTURE FUNDS FLY HIGH | MARCH 23, 2105 | JANUARY 19, 2015

There are a number of indicators that support the case for a bubble, including the steadily increasing pre- and post-money valuations and high volume of late stage

investments, among others. However, other indicators differentiate today’s environment from that of the pre-bubble era in the early 2000s, such as lower aggregate volumes of

venture fundraising and slower IPO tracks for high-flying tech companies.

TechCrunch

Since 2008, global investment in financial technology startups has tripled to nearly $3 billion in 2014, and is projected to grow at an annual rate of 28% to $8 billion by 2018. With

technology costs falling, a new breed of insurgents has emerged to threaten Wall Street’s grip on the development of financial tools. Innovative technologies developed by

startups are rapidly replacing antiquated back- and middle-office solutions.

Institutional Investor

In 2011, Marc Andreessen famously opined for the Wall Street Journal that “software is eating the world.” His observation has proven true in many sectors of the economy, and

especially so in marketing. New solutions, such as Customer Data Platforms (“CDPs”), are proving to be powerful in their ability to help enterprises create a comprehensive view

of their prospects and customers by aggregating internal and external data. Marketers perform predictive analytics on the resulting database, and use the results to guide

marketing treatments across multiple channels.

Venture Beat

Venture capital funding in the healthcare IT sector more than doubled in 2014, increasing 113.6% from an aggregate deal value of $2.2 billion in 2013 to $4.7 billion in 2014.

Healthcare IT technologies such as mHealth apps, telehealth, rating and comparison shopping, data and analytics, and wearables are among the fastest growing solutions,

with 100%+ year-over-year growth.

Healthcare IT News

Forrester is predicting strong technology M&A activity in 2015, citing budget increases for technology CIOs of 4% – 6% and growth in global IT spend of 5.3%. Within the SaaS

sector, subscription revenue is expected to reach $106 billion by 2016, with over 20% growth in 2015 and 2016. Enterprise Process Applications comprise the majority of the SaaS

solutions available in the market today, while Desktop and Security Applications trail slightly behind.

ZDNet

AGTECH IS THE NEW QUEEN OF GREEN | APRIL 1, 2015

In only one year, agriculture technology (“AgTech”) has surpassed both FinTech and former “Queen of Green” sector CleanTech, in total invested capital, reaching $2.36

billion in 2014. AgTech growth began accelerating in 2013, largely due to three underlying trends: imbalance of supply and demand in agriculture, shifting consumer tastes,

and new hardware technologies automating multivariate collections of big data.

(5)

PAGE | 4

Insight Venture Partners’ take-private acquisition of E2open



E2open is a leading provider of cloud-based solutions for collaborative planning and execution across global trading networks,

providing real-time visibility and critical insights into some of the largest supply chains in the world.



Under Insight’s ownership, E2open will focus on long-term growth in order to further advance the company’s strategic goals and

build upon its leadership position in the market.



Under the terms of the agreement, E2open’s shareholders received $8.60 per share in cash, representing a 41% premium over

the company’s closing stock price on February 4, 2015.

Ent. Value: $250M

Revenue: $78M EV / Revenue: 3.2xEV / EBITDA: NM

Closed 3/25/15

M&A TRANSACTIONS

– 1Q 2015

4 Thoma Bravo’s acquisition of PowerPlan



PowerPlan is a global provider of financial management solutions that enable asset-centric organizations to optimize fixed-asset

performance.



Thoma Bravo plans to leverage its enterprise software experience to pursue multiple growth initiatives and strengthen

PowerPlan’s current product offerings.



JMI Equity and TPG Growth previously acquired PowerPlan in 2010 for $110 million, and grew the company organically to

become a leader in its space.

Closed 2/23/15

Ent. Value: NA

Revenue: NA EV / Revenue: NAEV / EBITDA: NA

Roper’s acquisition of SoftWriters



SoftWriters is a leading provider of business management software for long-term care (“LTC”) pharmacies, offering flexible and

customizable solutions designed specifically for the unique processes of closed door and specialty pharmacies.



With an established presence in the LTC pharmacy sector, both SoftWriters and Roper’s Managed Health Care Associates

business will enable customers to provide better care for the patients they serve.



Roper acquired Data Innovations alongside SoftWriters in order to further bolster Roper’s medical platform by working closely

with its Sunquest business.

Closed 2/9/15

Ent. Value: NA

SS&C’s pending acquisition of Advent Software



Advent Software provides software and services that automate and integrate data and work flows for investment

management organizations globally.



The acquisition will provide SS&C with a 4,300+ customer base of investment fund managers, including hedge funds and family

offices, helping to rapidly scale SS&C’s current financial technology platform.



The acquisition is expected to generate nearly $45 million of cost synergies annually.

Ent. Value: $2.4B

Revenue: $370M EV / Revenue: 6.4xEV / EBITDA: 24.8x

Announced 2/2/15

Vector Capital’s take-private acquisition of Saba Software



Saba Software provides SaaS-based intelligent talent management solutions used by leading organizations to hire, develop,

and engage their workforces.



As a return investor, Vector Capital will seek to build on its existing relationship with Saba to broaden its solution suite, further its

customer success programs, and continue to build upon the next stage of Saba’s growth and market leadership.



The transaction provides significant cash value for current investors while offering a broad range of support and resources to

Saba from Vector Capital.

Ent. Value: $270M

Closed 3/31/15

HW&CO HW&CO

(6)

5 8 5 5 9 1 7 8 4 7 7 10 12 8 5 5 3 5 5 7 5 8 9 9 7 5 9 2 ₈ 5 28 9 ₆ 4 6 10 4 4 3 1 3 1 2 1 5 1 1Q 2015 2014 2013 2012 2011

SOFTWARE

ACQUISITION

ACTIVITY

– STRATEGIC

ACQUIRERS

MOST ACTIVE STRATEGIC ACQUIRERS OF SOFTWARE ASSETS BY VOLUME

1, 2

GLOBAL STRATEGIC ACQUIRER SOFTWARE M&A ACTIVITY BY VOLUME

2



The 10 most active strategic

software consolidators combined for

13 acquisitions in 1Q 2015.



In 1Q 2015, Microsoft was the most

active strategic software acquirer

with 5 completed acquisitions,

including Revolution Analytics and

Equivio, that support the company’s

strategy to acquire cloud solutions

for the Azure platform.



Google and IBM were also active in

1Q 2015, with 5 combined

acquisitions. Notable deals include

Google’s purchase of Nimbuz and

IBM’s acquisition of AlchemyAPI.



After two consecutive quarters of

decline, global strategic software

M&A rebounded in 1Q 2015 with

356 acquisitions, representing a 17%

increase over the prior quarter.



Large diversified technology

companies are consolidating

underpenetrated verticals as they

look to expand laterally in addition

to edging out emerging, disruptive

innovators in traditionally core

verticals.

377 375 364 361 330 372 357 408 310 343 325 316 318 371 343 305 356 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15

(7)

PAGE | 6

SOFTWARE

ACQUISITION

ACTIVITY

– PRIVATE

EQUITY

MOST ACTIVE PRIVATE EQUITY BUYERS OF NEW SOFTWARE PLATFORMS BY VOLUME

1, 2

GLOBAL NEW PLATFORM PRIVATE EQUITY SOFTWARE M&A ACTIVITY BY VOLUME

2



Marlin Equity was the most active

private equity buyer of new

software platforms in 1Q 2015,

completing 2 acquisitions during the

quarter.



Despite a quiet 1Q 2015, Vista Equity

continues to be the most active

software investor, amassing 28

software platforms since 2011.



In 1Q 2015, take-privates are a

dominant theme among large

software deals, as evidenced by

Insight Venture Partners’ pending

acquisition of E2open and Vector

Capital’s acquisition of Saba

Software.



While private equity investment

activity in the software sector was

down in 1Q 2015, it was in line with

historical 1Q software M&A

volumes.



As profiled on page 17, debt

markets continue to be very

supportive of software buyouts,

driving private equity activity in the

sector.

2 2 2 2 ₁ 3 4 ₁ 9 6 2 2 ₃ 1 3 2 2 7 3 6 2 4 5 3 1 3 10 6 2 6 4 ₅ 3 4 5 3 1 1 1 1 2 1Q 2015 2014 2013 2012 2011 37 38 60 33 39 49 40 43 ₃₇ ₃₈ 48 42 43 32 49 ₄₆ 41 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15

(1) This analysis compiles new software platform M&A transactions for the most active financial buyers from 2011 to 1Q 2015. (2) Non-control, private placement transactions were excluded from this analysis.

(8)

Pending Lexmark International Kofax Limited Capture and business process management software and related services. $955 3.2x Pending Visa Inc. TrialPay, Inc. Cross-platform monetization and stabilization solutions. NA NA Pending Stamps.com Inc. PSI Systems, Inc. Software that allow users to print postage and shipping labels. $215 3.6x Pending SS&C Technologies Holdings, Inc. Advent Software, Inc. Software for investment management organizations. $2,550 6.4x 03/25/15 Global Payments Inc. Realex Payments Payment platform that provides payment processing services. $125 NA 03/19/15 Vista Equity Partners Advanced Computer Software Group Healthcare and business software solutions. $1,114 3.3x 03/19/15 Nordic Capital Vizrt Ltd. Real-time 3D graphics, studio automation, sports analysis, and asset management tools. $318 2.3x 03/15/15 LDC; Scottish Equity Partners SSP Holdings Limited Software solutions for insurance and financial services industries. $305 NA 02/27/15 Apax Partners LLP Exact Holding NV Business management software solutions for SMBs. $722 3.4x 02/23/15 Thoma Bravo, LLC PowerPlan, Inc. Asset-centric accounting, tax, budgeting, and analytics software. NA NA 02/09/15 Roper SoftWriters, Inc. Pharmacy management solutions for institutional pharmacy providers. $220 10.2x 02/09/15 Centerbridge Partners, L.P. IPC Systems, Inc. Trading communication systems for the financial services industry. $1,200 NA 02/09/15 3D Systems Corporation Cimatron Ltd. Computer-aided design software solutions. $76 1.6x 02/04/15 Ansys, Inc. Newmerical Technologies In-flight icing simulation software to aerospace companies. NA NA 01/31/15 TA Associates Management, L.P. Access Technology Group Ltd. Business and accounting software for the middle market. $325 2.8x 01/31/15 HgCapital Allocate Software plc. Workforce optimization and compliance software application services. $145 2.3x 01/16/15 GI Partners, LLC Logibec Inc. Clinical and administrative information systemsfor the healthcare industry. $342 5.5x 01/12/15 Marlin Equity Partners, LLC Asentinel LLC Telecommunications lifecycle management software solutions. NA NA

$322 3.3x 1Q '1 1 2Q '1 1 3Q '1 1 4Q '1 1 1Q '1 2 2Q '1 2 3Q '1 2 4Q '1 2 1Q '1 3 2Q '1 3 3Q '1 3 4Q '1 3 1Q '1 4 2Q '1 4 3Q '1 4 4Q '1 4 1Q '1 5 1Q '1 1 2Q '1 1 3Q '1 1 4Q '1 1 1Q '1 2 2Q '1 2 3Q '1 2 4Q '1 2 1Q '1 3 2Q '1 3 3Q '1 3 4Q '1 3 1Q '1 4 2Q '1 4 3Q '1 4 4Q '1 4 1Q '1 5

APPLICATION

SOFTWARE

– M&A MARKET

SUMMARY

APPLICATION SOFTWARE M&A VOLUME

(GLOBAL)

NOTABLE APPLICATION SOFTWARE M&A TRANSACTIONS



Application Software M&A is

off to a strong start in 2015,

with more than 260

transactions in 1Q 2015,

representing the most active

1Q since 2011.



After a steady rise in reported

median Application Software

M&A revenue multiples, 1Q

2015 experienced modest

decline.



Both strategics and private

equity investors continue to

exhibit a strong appetite for

Application Software

companies, and notably for

vertically-focused platforms.



The financial technology

vertical has been particularly

active with four notable

transactions which include

Visa / TrialPay, Global

Payments / Realex Payments,

Centerbridge Partners / IPC

Systems, and SS&C

Technologies / Advent

Software.

MEDIAN M&A REVENUE MULTIPLES

(REPORTED)

1.7x 2.0x 1.8x 1.9x 1.2x 2.1x 2.4x 1.3x 1.4x 1.5x 1.6x 2.4x 2.7x 2.0x 2.5x 2.3x 1.9x 267 271 285 268 256 288 266 296 245 246 252 247 231 282 ₂₇₅ ₂₇₈ 262 DATE

CLOSED ACQUIRER TARGET DESCRIPTION

ENTERPRISE

VALUE(MM) MREVENUEULTIPLE

CONFIDENTIAL

.

CONFIDENTIAL

MEDIAN

(9)

PAGE | 8

03/30/15 Vector Capital Saba Software, Inc. SaaS intelligent talent management solution for organizations. $270 NA 03/25/15 Insight Venture Partners E2open, Inc. Cloud-based supply chain management and optimization solutions. $250 3.2x 03/11/15 Kennet Partners Limited TreeHouse Interactive, Inc. SaaS CRM solutions for marketers and partner program managers. NA NA 03/02/15 Deltek, Inc. HRsmart, Inc. SaaS human resources and talent management software solutions. NA NA 02/16/15 Infosys Ltd. Panaya Ltd. SaaS quality management solutions for enterprise applications. $200 NA 02/10/15 Coupa Software Incorporated ZenPurchase, Inc. On-demand collaborative B2B purchasing platform for large organizations. NA NA 02/10/15 CVC Capital Partners Limited Wireless Logic Limited M2M managed services and software for system integrators and application providers. NA NA 02/06/15 Battery Ventures Enviance, Inc. Cloud-based environmental enterprise resource planning software. NA NA 01/27/15 Bridgepoint Advisers Limited eFront S.A. Web-based software solutions for the financial industry. $341 4.1x 01/16/15 Sierra Wireless Inc. Wireless Maingate AB M2M communication solutions for connecting assets, devices, or machines. $90 NA 01/12/15 Demandware, Inc. Tomax Corporation Cloud-based software solutions for retailers. $75 NA 01/09/15 Dealertrack Technologies, Inc. Incadea Plc Enterprise software solutions to the automotive retail and wholesale markets. $202 3.7x 01/05/15 EnerNOC, Inc. World Energy Solutions, Inc. SaaS-based energy management solutions. $77 2.0x 01/05/15 Aveva Group plc 8over8 Limited SaaS lifecycle contract management software solutions. $41 NA 11/30/14 Bertelsmann SE & Co. Relias Learning, LLC SaaS E-learning services on clinical, recovery, and compliance topics. $540 NA 11/25/14 Aetna Inc. bswift, LLC Online benefits, HR, and payroll administration solutions. $400 NA 11/18/14 Cox Automotive Xtime Inc. Cloud-based scheduling and CRM solutions. $325 NA

$226 3.5x 2.7x 6.0x 2.4x 4.5x 3.3x 8.8x 2.8x 6.0x 5.0x 5.0x 3.4x 6.7x 6.1x 3.1x 4.0x 3.3x 4.3x 34 35 38 39 43 38 42 55 38 49 47 45 46 59 55 52 52

SAAS – M&A MARKET

SUMMARY

SAAS M&A VOLUME

(GLOBAL)

NOTABLE SAAS M&A TRANSACTIONS



SaaS M&A activity in 1Q 2015

remained in line with the prior

quarter and continues to

exhibit broader upward trends

since 2011.



In 1Q 2015, public SaaS

companies such as E2open

and Saba Software returned

to private markets after 3

years and 5 years since their

IPOs, respectively.



The M2M software sector

remained active in 1Q 2015, as

evidenced by CVC Capital’s

acquisition of Wireless Logic

and Sierra Wireless’ acquisition

of Wireless Maingate.

MEDIAN

DATE

ENTERPRISE

MEDIAN M&A REVENUE MULTIPLES

(REPORTED)

1Q '1 1 2Q '1 1 3Q '1 1 4Q '1 1 1Q '1 2 2Q '1 2 3Q '1 2 4Q '1 2 1Q '1 3 2Q '1 3 3Q '1 3 4Q '1 3 1Q '1 4 2Q '1 4 3Q '1 4 4Q '1 4 1Q '1 5 1Q '1 1 2Q '1 1 3Q '1 1 4Q '1 1 1Q '1 2 2Q '1 2 3Q '1 2 4Q '1 2 1Q '1 3 2Q '1 3 3Q '1 3 4Q '1 3 1Q '1 4 2Q '1 4 3Q '1 4 4Q '1 4 1Q '1 5

(10)

Pending Verisk Analytics, Inc. Wood Mackenzie Ltd Research and consulting commercial intelligence platform. $2,790 8.1x Pending Hitachi Data Systems Corporation Pentaho Corporation Data integration and business analytics platforms. NA NA Pending First Derivatives plc Kx Systems, Inc. Database platform for processing real-time and historical data. $124 9.4x Pending Aval Data Corporation Fixstars Corporation Application development tools for big data analysis. $177 7.0x Pending Cavendish Square Holding B.V. comScore, Inc. Digital media analytics products and services. $1,558 4.7x Pending Microsoft Corporation Revolution Analytics, Inc. Software and support for the open source statistical computing language. NA NA 04/08/15 Harman International Industries Symphony Teleca Corp. Enterprise software, mobile, big data and analytic, and integrated solutions. $780 2.1x 04/01/15 Maximus Federal Services, Inc. Acentia, LLC DaaS management solutions to healthcare, financial, and regulatory markets. $301 NA 03/18/15 AppNexus Inc. Yieldex, Inc. Advertisement forecasting, analytics, and trading tools. $100 NA 02/26/15 Engility Holdings, Inc. TASC, Inc. Big-data cybersecurity and counterintelligence solutions. $1,100 NA 01/28/15 Capita plc Constructionline Online database that enables buyers to source pre-qualified construction resources. $53 3.8x 01/23/15 Roper Industries, Inc. Strata Decision Technology, L.L.C. Cloud solutions for financial analytics, business intelligence, and decision support needs. NA NA 01/15/15 Open Text Corporation Actuate Corporation Enterprise software for business intelligence and performance manaegment. $249 2.3x 01/12/15 Symantec Corporation Narus, Inc. Cyber security data analytics solutions for enterprises, carriers, and governments. NA NA 01/05/15 Dun & Bradstreet Corp. NetProspex, Inc. Cloud-based data management solutions. $125 NA 12/31/14 The Carlyle Group Dealogic (Holdings) plc Technology, content, and support for investment banks. $503 3.6x 12/23/14 Trimble Navigation Limited IRON Solutions, Inc. On-demand business intelligence and technology services. NA NA

$275 4.2x 91 70 72 76 63 82 73 74 64 71 73 64 68 72 77 94 77 1.2x 1.6x 1.3x 1.4x 3.3x 1.6x 0.9x 1.8x 1.1x 0.9x 1.4x 0.7x 3.0x 2.7x 2.7x 2.3x 3.1x

DATA AND

ANALYTICS

– M&A MARKET

SUMMARY

DATA AND ANALYTICS M&A VOLUME

(GLOBAL)

NOTABLE DATA AND ANALYTICS M&A TRANSACTIONS



After a strong 4Q 2014, Data

and Analytics M&A volume

returned to prior levels in 1Q

2015.



Median reported Data and

Analytics sector transaction

revenue multiples continued in

line with the last four quarters.



Vertically-focused strategic

software buyers actively

pursued Data and Analytics

companies in 1Q 2015, seeking

to distinguish themselves in

highly competitive and

evolving markets.



Microsoft’s acquisition of

Revolution Analytics and

AppNexus’ purchase of

Yieldex exemplify the rising

demand for predictive

analytics and business

intelligence solutions by

strategic acquirers.

MEDIAN

DATE

ENTERPRISE

MEDIAN M&A REVENUE MULTIPLES

(REPORTED)

(11)

PAGE | 10

Pending Thoma Bravo; Ontario Teacher's Riverbed Technologies Application performance infrastructure solutions. $3,866 3.2x Pending NCC Group plc. Accumuli plc IT infrastructure solutions and services. $73 2.5x Pending Bain Capital, LLC Blue Coat Systems Inc. Web security and WAN optimization solutions. $2,400 NA Pending Mitel U.S. Holdings, Inc. Mavenir Systems, Inc. Software-based telecommunications networking solutions. $492 3.8x Pending Proofpoint, Inc. Emerging Threats Pro, Inc. Cloud-based security software provider. $40 NA 03/27/15 TeraGo Networks Inc. RackForce Networks Inc. VMware-based hybrid cloud and hosting services. $26 NA 02/23/15 Zayo Group, LLC Latisys Holdings, LLC Colocation and infrastructure as a service (IaaS). $675 NA 02/03/15 VMware, Inc. Immidio B.V. Point solutions to solve challenges encountered with virtualization technologies. NA NA 01/29/15 SolarWinds, Inc. Librato, Inc. Solutions to visualize, analyze, alert, and store metrics that impact businesses. $40 NA 01/20/15 Microsoft Corporation Equivio Ltd. Software solutions that manage data redundancy in content-centric business processes. NA NA 01/08/15 Gemalto NV SafeNet, Inc. Data protection and software monetization solutions. $890 NA 01/02/15 Belden Inc. Tripwire, Inc. Configuration audit and control management software. $710 NA 12/15/14 Thoma Bravo, LLC Compuware Corporation Software solutions and application practices for information technology organizations. $2,091 2.9x 12/02/14 Progress Software Corporation Telerik AD User interface tools and cloud services for the application development lifecycle. $263 4.4x 12/01/14 Sphere 3D Corporation Overland Storage Inc. Unified data management and data protection solutions. $60 0.8x 11/20/14 Micro Focus International plc The Attachmate Group, Inc. Enterprise software solutions to manage and secure complex IT environments. $2,302 2.5x 10/01/14 Veritas Capital BeyondTrust Software, Inc. Privileged account management and vulnerability management software. $310 NA

$492 2.9x 60 80 69 69 49 58 55 67 38 61 56 55 52 48 56 50 38 1.3x 2.3x 3.1x 4.8x 4.8x 1.8x 2.3x 2.8x 0.6x 1.8x 1.3x 4.0x 2.0x 2.5x 2.8x 2.7x 2.2x

INFRASTRUCTURE

SOFTWARE

– M&A MARKET

SUMMARY

INFRASTRUCTURE SOFTWARE M&A VOLUME

(GLOBAL)

NOTABLE INFRASTRUCTURE SOFTWARE M&A TRANSACTIONS



In 1Q 2015, Infrastructure

Software M&A volume

decreased to its lowest level

since 1Q 2013.



Infrastructure software median

M&A revenue multiples

continue to show longer-term

upward trends following a

significant contraction in 1Q

2013.



Private equity investors,

specifically Thoma Bravo and

Bain Capital, continue to show

strong interest in the

Infrastructure Software sector

as demonstrated by their

notable acquisitions of

Riverbed Technologies and

Blue Coat Systems,

respectively.

MEDIAN

DATE

ENTERPRISE

MEDIAN M&A REVENUE MULTIPLES

(REPORTED)

(12)

3% 3% 2% 3% 6% 4% 4% 6% 4% 5% 6% 6% 4% 3% 3% 3% _4% 26% _24% _27% _21% 28% _22% _22% 19% 36% 34% 25% 33% 19% _17% 22% 13% 18% 27% _29% 28% 28% 23% 20% _17% 31% 23% 28% 30% 22% 34% 30% 28% 46% 31% 21% 23% 15% 24% 18% 27% 23% 18% 13% 11% 15% 14% 21% 24% 16% 24% 21% 22% 21% 29% 23% 25% 27% 34% 26% 25% 21% _24% _25% 22% _26% 31% 14% 26% 1Q-11 2Q-11 3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 Seed Series A Series B Series C Series D / or later



In 1Q 2015, total private

placement volume and

capital raised

experienced modest

growth over the prior

quarter.



Total capital raised by

software companies

reached record-high

levels for the second

consecutive quarter with

$9.6 billion of reported

capital invested.

PRIVATE

PLACEMENT

ACTIVITY

BY

SOFTWARE

SECTOR



In 1Q 2015, 47% of private

capital raised was

deployed in late stage

rounds (Series C / or later),

up from 38% in the prior

quarter, though within the

range of historical norms.

654 693 641 719 710 752 749 960 807 913 929 924 ₉₀₅ 948 945 839 853 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 0 100 200 300 400 500 600 700 800 900 1000 1Q-11 2Q-11 3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 $ in T ho us a nd s V o lu m e

Application Software SaaS Data & Analytics Infrastructure Software Total New Capital (Reported)

PRIVATE PLACEMENTS BY SOFTWARE SUB-SECTOR AND NEW CAPITAL RAISED

(13)

PAGE | 12

SELECT

RECENT

SOFTWARE

PRIVATE

PLACEMENTS

ROUND INVESTORS (CURRENT ROUND) DESCRIPTION

COMPANY

DATE SECTOR _{SIZE ($M)}ROUND RAISED TOTAL

($M)

03/25/2015 SaaS Late

Stage $110 $215 Technology Crossov er Ventures, Salesforce Ventures

Prov ider of SaaS enterprise resource planning solutions for mid-market customers.

03/19/2015 Application

Software B $40 $58

Blumberg Capital, General Catalyst Partners, Khosla Ventures, Nyca Partners

Prov ider of automated factoring solutions for small and medium sized businesses.

03/18/2015 SaaS Late

Stage $90 $226

Hummer Winblad Venture Partners, Kleiner Perkins Caufield & Byers, Polaris Partners, U.S. Venture Partners, Microsoft Ventures, Zetta Venture Partners, Salesforce Ventures

Prov ider of a cloud-based sales acceleration platform.

03/12/2015 Data &

Analytics D $70 $152

Norwest Venture Partners, Sequoia Capital, EPIC Ventures, Kaiser Permanente, Sorenson Capital, Sands Capital, Tenaya Capital, Partners Innov ation Fund, CHV Capital, Leav itt Equity

Dev elops and deliv ers healthcare data warehousing and process improv ement solutions for healthcare organizations and health systems.

02/24/2015 Infrastructure

Software A $20 $22 IDG Ventures, Ignition Partners

Prov ides connectiv ity solutions for critical infrastructure, industrial control systems, and the Industrial Internet of Things applications.

02/18/2015 SaaS C $100 $116 Francisco Partners Management LLC

Prov ider of a SaaS-based workflow and forms application suite and a business process application platform.

02/03/2015 SaaS Early

Stage $125 $125 ICONIQ Capital, LLC

Dev elops Web-based e-discov ery applications for managing large v olumes of electronic ev idence during litigation or inv estigations.

01/31/2015 Application

Software B $20 $29 CRV, Andreessen Horowitz

Monitoring platform for modern applications that enables an interactiv e, system-wide v iew of applications and infrastructure.

Software

Late

Stage $27 $65

NewSpring Capital, LLR Partners Inc., Hercules Technology Growth Capital, Inc.

Prov ides cloud and on-premise based email infrastructure deliv ery software solutions and serv ices.

Software C $80 $110

Index Ventures, QUALCOMM Ventures, PT Smartfren Telecom Tbk, PremjiInv est, Telefónica Ventures, Access Industries, Twitter Ventures

Prov ides a customized, aftermarket firmware distribution solution for Android dev ices.

01/26/2015 Data &

Analytics B $11 $19

New Enterprise Associates, Renren Inc., AME Cloud Ventures, Visionnaire Ventures

Prov ides a real-time gov ernment analysis platform that enables users to gather all data on specific legislation, prov iding a summary and sentiment analysis. 12/19/2014 SaaS B $18 $30 Emergence Capital Partners, Shasta Ventures, Salesforce

Ventures

Prov ides a Saas-based unified digital banking solution for retail and business users.

(14)

PUBLIC

SOFTWARE

VALUATION

MULTIPLES BY

SECTOR

EBITDA MULTIPLE ANALYSIS 1Q 2014 VS. 1Q 2015

2.3x 3.7x 3.9x 11.1x 4.9x 3.2x 6.4x 1.7x 5.4x 3.7x 4.7x 10.3x 7.4x 3.1x 2.7x 6.9x 3.5x 2.6x 3.5x 4.0x 9.4x 5.6x 3.3x 6.0x 1.7x 5.3x 3.0x 4.4x 9.4x 5.7x 3.7x 2.7x 7.2x 3.8x

1Q '14

1Q '15

9.2x 17.2x 13.7x 64.6x 24.0x 15.3x 23.6x 17.0x 15.4x 25.0x 18.4x 70.0x 61.1x 16.8x 10.5x 11.6x 18.8x 8.1x 24.2x 14.4x 75.2x 28.6x 16.2x 26.2x 14.2x 15.9x 24.7x 26.5x 68.9x _67.0x 22.7x 13.3x 12.4x 15.9x

1Q '14

1Q '15

REVENUE MULTIPLE ANALYSIS 1Q 2014 VS. 1Q 2015

STOCK PERFORMANCE (1- & 3-YEAR)

Bellwethers Energy Financial HCIT Public Sector Communication Enterprise HCM Marketing PLM & Design SCM Large-Cap SaaS Small-Cap SaaS Data & Analytics

IT Security Network Management

Data Storage

Note: Large-Cap SaaS companies have market capitalizations greater than $2.0bn, while Small-Cap SaaS companies have market capitalizations less than $2.0bn. ( 0.8%) 4.4% 8.2% ( 10.4%) 1.3% 15.8% 0.5% ( 42.8%) 25.3% ( 16.0%) 42.3% ( 4.9%) ( 15.3%) 21.6% 4.0% 19.1% 17.5% 26.0% ( 19.6%) 42.9% 32.3% 45.3% 47.5% 73.1% ( 22.2%) 84.8% 19.5% 45.5% 78.7% 45.6% 20.9% 7.4% 26.4%

(15)

PAGE | 14

`

28%

51%

─

91%

35%

─

24%

8%

67%

31%

─

16%

9%

22%

80%

35%

─

12%

15%

11%

─

29%

61%

25%

17%

─

79%

18%

─

21%

32%

─

81%

58%

─

10%

8%

30%

73%

12%

─

14%

13%

16%

90%

63%

7%

6%

27%

26%

60%

15%

12%

13%

25%

32%

7%

12%

11%

17%

7%

96%

─

13%

11%

10%

81%

13%

─

5%

21%

42%

43%

68%

14%

17%

15%

68%

55%

29%

12%

─

11%

49%

─

1%

─

33%

69%

75%

69%

10%

1%

6%

45%

56%

7%

KEY

METRICS BY

SECTOR

– COMPARABLE

PUBLIC

SOFTWARE

COMPANIES

9.4x

7.2x

6.0x

5.7x

5.6x

5.3x

4.4x

4.0x

3.8x

3.7x

3.5x

3.3x

3.0x

2.7x

2.6x

1.7x

HCM

Large-Cap SaaS

IT Security

SCM

Small-Cap SaaS

Marketing

Financial

Public Sector

Enterprise

Network Mgmt

Data & Analytics

Communication

PLM & Design

HCIT

Data Storage

Bellwethers

Energy

EV / LTM REVENUE MULTIPLE NTM REVENUE GROWTH NTM EBITDA GROWTH LTM EBITDA MARGIN

Note: Large-Cap SaaS companies have market capitalizations greater than $2.0bn, while Small-Cap SaaS companies have market capitalizations less than $2.0bn. NTM revenue and EBITDA consensus estimates are as of March 31, 2015.

NTM REVENUE GROWTH NTM EBITDA GROWTH LTM EBITDA MARGIN

(16)

9 18 5 8 12 9 7 9 6 16 13 13 11 18 7 11 4 1Q-11 2Q-11 3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 $0 - 50M $50 - 100M $100 - 250M $250M +

SUMMARY OF

TECHNOLOGY

IPOS



Technology IPO activity slowed in 1Q 2015,

with only 4 public offerings.



Nearly 50% of technology IPOs over the past

year received $1 billion valuations at

offering.



54% of tech companies generated 75%+

annual revenue growth leading up to their

IPOs.

MARKET CAP AT IPO (LTM)

REVENUE GROWTH (1YR PRIOR TO IPO)

OFFERING SIZE AT IPO (LTM)

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE)

16%

30%

54%

< 25%

25 - 75%

> 75%

10%

28%

15%

48%

$0-50M

$50-500M

$500M-$1B

$1B+

15%

28%

38%

20%

$0 - 50M

$50 - 100M

$100 - 250M

$250M +

Note: Analysis includes all technology IPOs on U.S. exchanges.

(17)

PAGE | 16

(1) Revenue growth based on LTM prior to March 31, 2015.

(2) Represents the percentage change in stock price from IPO date to March 31, 2015.

5/14/14 6/11/14 6/25/14 7/17/14 7/18/14 7/31/14 10/8/14 11/5/14 12/11/14 12/11/14 12/11/14 12/11/14 1/22/15 2/11/15 3/5/15 $9.0 $9.0 $15.0 $10.0 $7.0 $25.0 $25.0 $12.0 $16.0 $23.0 $8.0 $14.0 $14.0 $27.0 $11.5 $100.0 $100.0 $77.5 $58.5 $71.9 $889.7 $125.0 $46.2 $100.0 $115.0 $53.1 $100.8 $175.0 $600.0 $74.8 152.1% 2.9% (6.7%) 110.6% 97.4% 68.1% 59.6% (41.6%) 49.0% 50.9% 29.4% 2.9% 41.1% 11.9% (16.7%)

Circle Size Denotes Revenue ($)

% Rev enu e G row th 1 33.9% 20.1% 4.5% 93.5% (16.0%) (44.7%) (27.6%) 21.5% 75.3% 94.8% 11.9% (29.4%) (9.4%) (12.8%) (26.3%) St oc k Per for m a nce 2

KEY

PERFORMANCE

METRICS FOR

RECENT

SOFTWARE

IPOS

IPO DATE OFFERPRICE OFFERINGSIZE($M) OFFER TOCURRENT 152.1% 2.9% (6.7%) 110.6% 97.4% 68.1% _59.6% (41.6%) 49.0% 50.9% 29.4% 2.9% 41.1% 11.9% (16.7%) (250.0%) (200.0%) (150.0%) (100.0%) (50.0%) 0.0% 50.0% 100.0% 150.0% 200.0% 250.0% 152.1% 2.9% (6.7%) 110.6% 97.4% 68.1% _59.6% (41.6%) 49.0% 50.9% 29.4% 2.9% 41.1% 11.9% (16.7%) 76.3% 25.3% 36.4% 26.1% 99.7% 76.8% 49.3% 56.8% 71.8% 82.2% 45.0% 32.3% 74.3% 22.2% 61.1% (50.0%) (25.0%) 0.0% 25.0% 50.0% 75.0% 100.0% 125.0% 150.0%

(18)

13.0% 3.6% 3.9% 3.9% 4.5% 8.3% 9.6% 24.1% 29.1% Other Automotive Telecom Equipment Manufacturing & Machinery Environmental Healthcare Chemicals Technology

Services & Leasing _53.8%

14.8% 12.9% 12.4% 3.8% 1.4% 0.6% 0.3% LBO Refinancing Recap/Dividend Acquisition Merger Recap/Equity Infusion Corp Purpose Other

LBO LOAN VOLUME BY INDUSTRY

DEBT

MARKET

OVERVIEW

MIDDLE MARKET LBO LOAN MULTIPLES

MIDDLE MARKET LOAN VOLUME

2014 Volume: $6.1 Billion

2014 Volume: $11.3 Billion

$3.1B $4.9B $4.7B $3.B $1.7B $2.B $2.6B $2.6B $3.B $3.4B$3.5B $2.7B $3.8B $2.5B $3.9B $5.2B $3.4B 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14

Institutional Pro Rata

4.9x 4.8x 4.1x 4.0x 3.4x 3.8x 3.8x 4.3x 4.7x 4.7x 5.6x 4.5x 3.3x 4.2x 4.3x 4.5x 4.8x 5.3x 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA



Debt markets

continued to

strengthen in 2014.



In 2014, average

middle market LBO

debt multiples

reached their highest

levels since 2007.



In 2014, technology

companies were the

second largest

recipients of LBO

loans, signifying strong

appetite for new

platform investments.



LBOs and refinancings

represented nearly

70% of all loans

originated in 2014.

(19)

PAGE | 18

SAMPLE

HW&CO. TMT TRANSACTIONS

has received a majority investment from

M

ARKETING

A

NALYTICS Sampling, data collection, and data analytic solutions

has been acquired by

E

NTERPRISE

S

OFTWARE SaaS-based giving and employee engagement solutions

NTERPRISE

S

OFTWARE

ERP and e-commerce

software

E

C

OMMERCE

R

ETAIL Discount eCommerce retailer of clothing and apparel

H

EALTHCARE

T

ECHNOLOGY

SaaS-based clinical guidelines software solutions

has received a significant equity investment from

E

NTERPRISE

S

OFTWARE SaaS-based parking management software solutions

M

OBILE

I

NTERNET

ECHNOLOGY

Regulatory process management solutions for life sciences industry has been acquired by

H

EALTHCARE

T

ECHNOLOGY Cloud-based Medical data archiving and storage solutions

F

INANCIAL

ECHNOLOGY Clinical and administrative HCIT systems

E

NERGY

T

ECHNOLOGY SaaS-based energy service management solutions

Please contact us regarding our experience in any TMT sector.

(20)

APPENDIX: SOFTWARE

SECTOR

PUBLIC

COMPANY

UNIVERSE

SA

A

S

H

O

RI

ZO

N

TA

L

IN

FRA

SOF

TW

A

RE

VE

RTI

C

A

L

Software Bellwethers Google Microsoft Oracle IBM Intel Cisco SAP HP EMC

Communication Software Nuance NICE Synchronoss NeuStar BroadSoft MobileIron Tangoe

Enterprise Software Oracle IBM SAP Adobe Intuit Sage Open Text TOTVS Progress IFS Human Capital Management (HCM) Workday Ultimate SW Paycom Cornerstone Paylocity ClickSoftware Halogen

Marketing Software Salesforce HubSpot CTCT Marketo Callidus Bazaarv oice

PLM & Design Software Dassault Autodesk Ansys Synopsys Cadence PTC Mentor Graphics

Supply Chain Management (SCM) Manhattan Aspen Tech Fleetmatics Descartes SPS SciQuest American Amber Road Speed Comm.

Energy Software Av ev a OPOWER Silv er Spring EnerNOC PSI

Financial Software Fiserv SS&C Solera Jack Henry Oracle Financial DH Corp. Ev estnet Bottomline Q2

Healthcare IT (HCIT) Cerner athenahealth Veev a Medidata Allscripts HMS MedAssets Quality Systems CPSI Impriv ata Public Sector Software Constellation Tyler Tech Blackbaud NIC K12

Large-Cap SaaS (≥ $2Bn Mkt Cap) Salesforce Workday NetSuite Ultimate athenahealth Guidewire Solera Veev a Medidata Xero Large-Cap SaaS (cont'd) Proofpoint Demandware Dealertrack

Small-Cap SaaS (≤ $2Bn Mkt Cap) Zendesk Paycom Fleetmatics RealPage Qualys Cornerstone LogMeIn HubSpot Cv ent SPS Small-Cap SaaS (cont'd) Marketo RingCentral Benefitfocus Q2 Castlight Callidus inContact OPOWER SciQuest Bazaarv oice Small-Cap SaaS (cont'd) Fiv e9 Amber Road Upland

Data & Analytics Splunk Tableau Teradata Verint Qlik Fair Isaac MicroStrategy Pegasystems PROS Holdings

Network Management VMware CA Red Hat Citrix F5 Networks SolarWinds NetScout Progress Infoblox Radware Data Storage EMC NetApp Iron Mountain Brocade Box Barracuda CommVault Nimble Storage Carbonite

IT Security Symantec Check Point VeriSign FireEye Fortinet Trend Micro Proofpoint Qualys Imperv a AVG Tech

A

PP

LI

C

A

TION

SOF

TW

A

RE

(21)

PAGE | 20

APPENDIX: SOFTWARE

SECTOR

PUBLIC

COMPANY

METRICS

SOFTWARE BELLWETHERS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2015E Rev. LTM EBITDA Earnings

Google Inc. GOOGL $320,641 $375,259 91.1% (0.5%) 73.0% 18.9% 14.1% 32.5% 4.9x 4.2x 14.9x 26.0x

Microsoft MSFT 272,694 333,525 81.2% (0.8%) 26.0% 12.0% 7.7% 36.0% 2.9x 2.9x 8.1x 16.1x

Oracle Corporation ORCL 177,356 188,439 92.4% 5.5% 48.0% 2.5% 0.6% 43.2% 4.6x 4.6x 10.6x 17.4x

IBM IBM 191,111 158,642 80.6% (16.6%) (23.1%) (5.7%) (8.0%) 26.3% 2.1x 2.2x 7.8x 13.2x

Intel Corporation INTC 147,423 148,095 82.5% 21.1% 11.2% 5.7% (0.6%) 43.6% 2.6x 2.6x 6.1x 12.6x

Cisco Systems, Inc. CSCO 108,023 140,508 90.8% 22.8% 30.1% 0.4% 3.6% 29.1% 2.2x 2.2x 7.7x 16.2x

SAP SE SAP 94,805 86,414 99.2% (10.8%) 3.5% 4.4% 13.4% 34.2% 5.0x 4.5x 14.7x 21.8x

HP HPQ 63,170 56,635 75.8% (3.7%) 30.8% (1.7%) (5.4%) 11.9% 0.6x 0.6x 4.8x 11.4x

EMC Corporation EMC 49,331 50,528 82.7% (6.7%) (14.5%) 5.2% 6.3% 23.9% 2.0x 1.9x 9.0x 18.6x

Median $147,423 $148,095 82.7% (0.8%) 26.0% 4.4% 3.6% 32.5% 2.6x 2.6x 8.1x 16.2x

COMMUNICATION SOFTWARE

Nuance Communications, Inc. NUAN $6,227 $4,668 73.2% (16.4%) (43.9%) 3.5% (0.6%) 9.7% 3.2x 3.1x 33.3x NM

NICE Systems Ltd. NICE 3,499 3,747 99.6% 38.5% 56.3% 6.6% 6.2% 18.7% 3.5x 3.3x 18.6x 36.4x

Synchronoss Technologies, Inc. SNCR 1,979 2,027 87.8% 38.4% 48.7% 31.0% 24.7% 26.6% 4.3x 3.5x 16.3x 52.1x

NeuStar, Inc. NSR 1,838 1,372 70.9% (24.3%) (33.9%) 6.8% 4.7% 37.2% 1.9x 1.9x 5.1x 8.4x

BroadSoft, Inc. BSFT 898 972 93.6% 25.2% (12.5%) 21.5% 21.4% 8.7% 4.1x 3.4x 47.5x 960.1x

MobileIron, Inc. MOBL 599 717 71.5% NA NA 25.3% 34.0% (43.3%) 4.5x 3.5x NA NM

Tangoe, Inc. TNGO 488 537 72.2% (25.8%) (26.6%) 12.5% 12.8% 7.7% 2.3x 2.0x 29.8x 183.0x

Median $1,838 $1,372 73.2% 4.4% (19.6%) 12.5% 12.8% 9.7% 3.5x 3.3x 24.2x 52.1x

Oracle Corporation ORCL $177,356 $188,439 92.4% 5.5% 48.0% 2.5% 0.6% 43.2% 4.6x 4.6x 10.6x 17.4x

IBM IBM 191,111 158,642 80.6% (16.6%) (23.1%) (5.7%) (8.0%) 26.3% 2.1x 2.2x 7.8x 13.2x

SAP SE SAP 94,805 86,414 99.2% (10.8%) 3.5% 4.4% 13.4% 34.2% 5.0x 4.5x 14.7x 21.8x

Adobe Systems Incorporated ADBE 35,715 36,990 92.1% 12.5% 115.5% 5.2% 17.7% 19.8% 8.4x 7.3x 42.3x 120.8x

Intuit Inc. INTU 25,963 26,831 96.1% 24.7% 61.2% 11.0% (3.9%) 30.6% 5.7x 5.7x 18.5x 33.3x

Sage Group plc SGE 8,059 7,470 93.9% (0.5%) 37.8% (5.0%) 8.4% 28.4% 4.2x 3.8x 14.6x 24.7x

Open Text Corporation OTEX 7,208 6,458 85.7% 10.9% 73.0% 35.4% 18.1% 30.0% 3.9x 3.6x 12.9x 23.7x

TOTVS S.A. TOTS3 1,817 1,848 86.2% (27.7%) (38.3%) 10.0% 6.7% 23.2% 3.3x 2.9x 14.2x 18.7x

Progress Software Corporation PRGS 1,091 1,375 97.7% 24.6% 15.0% 4.5% 26.5% 26.5% 3.3x 2.6x 10.4x 36.8x

IFS IFS B 766 808 96.9% 15.7% 108.2% 12.2% 6.3% 12.2% 2.2x 2.1x 17.9x 29.7x

Median $17,011 $17,151 93.1% 8.2% 42.9% 4.8% 7.5% 27.5% 4.0x 3.7x 14.4x 24.2x

(22)

APPENDIX: SOFTWARE

SECTOR

PUBLIC

COMPANY

METRICS

(CONT.)

HUMAN CAPITAL MANAGEMENT SOFTWARE

Workday, Inc. WDAY $14,505 $15,869 86.7% (7.7%) NA 68.0% 45.0% (19.9%) 18.4x 12.7x NA NM

The Ultimate Software Group, Inc. ULTI 4,754 4,862 97.6% 24.1% 131.9% 23.3% 22.0% 14.4% 9.4x 7.7x 65.2x 108.7x

Paycom Software, Inc. PAYC 1,873 1,871 89.4% NA NA 40.3% 30.4% 14.6% 12.4x 9.5x 85.3x 330.5x

Cornerstone OnDemand, Inc. CSOD 1,500 1,557 58.0% (39.6%) 32.3% 42.4% 28.4% (16.1%) 5.7x 4.4x NA NM

Paylocity Holding Corporation PCTY 1,356 1,446 86.2% 19.1% NA 41.2% 35.5% (7.3%) 10.6x 8.3x NA NM

ClickSoftware Technologies Ltd. CKSW 249 293 84.4% (13.1%) (30.7%) 22.3% 12.0% 0.3% 2.0x 1.8x NA NM

Halogen Software Inc. HGN 118 159 91.9% (18.0%) NA 18.1% 18.9% (18.0%) 2.3x 1.8x NA NM

Median $1,500 $1,557 86.7% (10.4%) 32.3% 40.3% 28.4% (7.3%) 9.4x 7.7x 75.2x 219.6x

MARKETING SOFTWARE

salesforce.com, inc. CRM $43,359 $42,157 94.1% 17.0% 73.0% 32.0% 21.2% 3.1% 8.1x 6.7x NA NM

HubSpot, Inc. HUBS 1,164 1,288 90.0% NA NA 49.3% 39.2% (40.4%) 10.0x 7.2x NA NM

Constant Contact, Inc. CTCT 1,065 1,228 88.5% 56.2% 28.3% 16.2% 17.0% 11.2% 3.2x 2.7x 28.6x 85.8x

Marketo, Inc. MKTO 971 1,077 71.9% (21.6%) NA 56.3% 37.1% (31.0%) 6.5x 4.7x NA NM

Callidus Software Inc. CALD 657 679 73.3% 1.3% 62.4% 21.6% 20.4% (1.9%) 4.8x 4.0x NA NM

Bazaarv oice, Inc. BV 401 449 60.2% (22.6%) (71.6%) 20.0% 13.9% (12.1%) 2.2x 2.0x NA NM

Median $1,018 $1,152 80.9% 1.3% 45.3% 26.8% 20.8% (7.0%) 5.6x 4.4x 28.6x 85.8x

PLM & DESIGN SOFTWARE

Dassault Systemes SA DSY $16,237 $17,095 98.3% 15.8% 47.5% 11.0% 16.2% 25.1% 6.6x 5.6x 26.3x 48.5x

Autodesk, Inc. ADSK 12,044 13,323 90.2% 19.2% 38.6% 10.5% 4.6% 10.7% 4.8x 4.6x 44.7x 162.9x

Ansys, Inc. ANSS 7,150 7,939 99.1% 14.5% 35.6% 8.7% 2.7% 46.0% 7.6x 7.4x 16.6x 31.2x

Synopsys Inc. SNPS 6,504 7,119 97.8% 20.6% 51.1% 7.9% 7.7% 18.9% 3.1x 2.9x 16.2x 27.7x

Cadence Design Systems Inc. CDNS 5,064 5,395 94.4% 18.7% 55.7% 8.3% 7.6% 20.9% 3.2x 3.0x 15.3x 34.0x

PTC Inc. PTC 4,501 4,157 90.3% 2.1% 29.5% 4.5% (2.7%) 20.9% 3.3x 3.4x 15.9x 27.6x

Mentor Graphics Corp. MENT 2,810 2,789 94.5% 9.1% 61.7% 7.6% 3.1% 20.1% 2.3x 2.2x 11.0x 19.0x

(23)

PAGE | 22

APPENDIX: SOFTWARE

SECTOR

PUBLIC

COMPANY

METRICS

(CONT.)

SUPPLY CHAIN MANAGEMENT

Av ev a Group plc AVV $1,231 $1,404 60.2% (37.0%) (22.2%) (7.1%) (12.1%) 27.2% 3.9x 3.8x 14.2x 20.7x

OPOWER, Inc. OPWR 389 514 39.0% NA NA 44.8% 14.4% (29.7%) 3.0x 2.7x NA NM

Silv er Spring Networks, Inc. SSNI 322 442 51.5% (48.6%) NA (41.5%) 0.9% (41.9%) 1.7x 1.2x NA NM

EnerNOC, Inc. ENOC 223 340 46.8% (48.8%) 58.3% 23.1% (10.2%) 10.0% 0.5x 0.5x 4.7x 28.1x

PSI PSAN 185 202 81.3% (30.9%) (42.6%) (0.5%) 6.3% 6.2% 1.0x 0.9x 15.8x 40.7x

Median $322 $442 51.5% (42.8%) (22.2%) (0.5%) 0.9% 6.2% 1.7x 1.2x 14.2x 28.1x

ENERGY SOFTWARE

Manhattan Associates, Inc. MANH $3,633 $3,757 91.4% 44.5% 325.9% 18.7% 9.3% 27.1% 7.4x 6.8x 27.2x 45.8x

Aspen Technology, Inc. AZPN 3,165 3,396 79.5% (9.1%) 87.5% 20.4% 11.6% 38.9% 7.5x 6.9x 19.3x 31.7x

Fleetmatics Group PLC FLTX 1,549 1,700 96.5% 34.1% NA 30.6% 24.7% 25.1% 6.7x 5.4x 26.6x 61.9x

The Descartes Systems Group Inc TSX: DSG 1,021 1,139 96.7% 7.8% 73.1% 12.9% 11.2% 29.5% 6.0x 5.4x 20.2x 75.6x

SPS Commerce, Inc. SPSC 978 1,109 95.3% 9.2% 149.6% 22.6% 22.3% 10.3% 7.6x 6.2x 73.9x 410.1x

SciQuest, Inc. SQI 337 468 61.6% (37.3%) 11.1% 13.0% 6.2% 5.1% 3.3x 3.1x 65.5x NM

American Software, Inc. AMSW.A 231 289 97.0% 0.5% 19.2% 1.3% 2.9% 11.1% 2.3x 2.0x 20.6x 35.6x

Amber Road, Inc. AMBR 203 241 51.1% (39.9%) NA 23.4% 19.8% (35.2%) 3.1x 2.6x NA NM

Speed Commerce, Inc. SPDC 145 42 16.1% (82.5%) (64.1%) NA NA 5.3% 1.4x 1.0x 25.7x NM

Median $978 $1,109 91.4% 0.5% 73.1% 19.5% 11.4% 11.1% 6.0x 5.4x 26.2x 53.8x

FINANCIAL SOFTWARE

Fiserv , Inc. FISV $22,461 $18,952 98.1% 40.1% 128.9% 5.2% 4.7% 29.7% 4.4x 4.2x 14.1x 25.1x

SS&C Technologies SSNC 5,785 5,255 95.9% 55.7% 167.0% 7.7% 12.5% 38.9% 7.5x 6.7x 19.4x 40.1x

Solera Holdings Inc. SLH 5,780 3,471 74.2% (18.4%) 12.6% 22.8% 15.2% 38.0% 5.3x 4.9x 14.0x 76.4x

Jack Henry & Associates Inc. JKHY 5,687 5,715 99.6% 25.3% 104.8% 6.5% 7.4% 34.6% 4.5x 4.2x 13.1x 27.2x

Oracle Financial Serv ices 532466 3,955 4,409 91.4% 1.2% 1.2% 3.3% 4.8% 39.6% 6.4x 5.5x 16.2x 21.9x

DH Corporation DH 3,393 2,640 94.7% 9.0% 64.8% 36.1% 13.4% 24.1% 3.8x 3.4x 15.6x 28.7x

Env estnet, Inc. ENV 1,873 1,937 96.3% 39.6% 347.9% 43.8% 22.5% 11.2% 5.4x 4.4x 48.1x 136.7x

Bottomline Technologies, Inc. EPAY 1,020 1,053 75.4% (22.1%) (2.0%) 19.8% 10.6% 12.6% 3.2x 2.9x 25.0x NM

Q2 Holdings, Inc. QTWO 682 770 96.3% 36.1% NA 39.1% 32.8% (18.9%) 8.6x 6.5x NA NM

(24)

APPENDIX: SOFTWARE

SECTOR

PUBLIC

COMPANY

METRICS

(CONT.)

HEALTHCARE IT

Cerner Corporation CERN $23,807 $25,098 97.9% 30.2% 92.4% 16.6% 43.4% 29.0% 7.2x 4.9x 24.7x 47.8x

athenahealth, Inc. ATHN 4,654 4,560 71.0% (25.5%) 61.1% 26.5% 22.2% 8.2% 6.2x 5.1x 75.6x NM

Veev a Systems Inc. VEEV 2,936 3,334 75.8% (4.4%) NA 49.0% 26.1% 23.3% 9.4x 7.4x 39.7x 82.6x

Medidata Solutions, Inc. MDSO 2,637 2,668 83.7% (9.8%) 268.2% 21.0% 19.7% 10.8% 7.9x 6.6x 72.7x 438.0x

Allscripts Healthcare Solutions, Inc. MDRX 2,682 2,159 65.0% (33.7%) (28.0%) 0.4% 4.1% 4.1% 1.9x 1.9x 47.1x NM

HMS Holdings Corp. HMSY 1,430 1,365 65.2% (18.9%) (50.5%) (9.9%) 5.5% 19.9% 3.2x 3.1x 16.3x 97.9x

MedAssets, Inc. MDAS 2,011 1,133 73.6% (23.8%) 43.0% 5.9% 5.4% 29.9% 2.8x 2.6x 9.3x NM

Quality Systems Inc. QSII 839 963 84.6% (5.3%) (63.5%) 8.2% 9.8% 9.0% 1.8x 1.6x 19.5x 44.2x

Computer Programs & Systems Inc. CPSI 580 614 80.5% (16.0%) (4.0%) 1.9% (2.8%) 26.0% 2.8x 2.9x 10.9x 18.7x

Impriv ata, Inc. IMPR 257 334 82.4% NA NA 36.4% 25.6% (13.6%) 2.7x 2.1x NA NM

Median $2,324 $1,762 78.2% (16.0%) 19.5% 12.4% 14.7% 15.3% 3.0x 3.0x 24.7x 65.2x

PUBLIC SECTOR SOFTWARE

Constellation Software Inc. CSU $7,531 $7,326 7.3% 42.3% 286.6% 37.9% 14.7% 14.6% 4.9x 3.9x 33.6x NM

Tyler Technologies, Inc. TYL 3,851 4,057 95.8% 44.0% 213.8% 18.4% 15.7% 21.8% 7.8x 6.7x 35.8x 68.8x

Blackbaud Inc. BLKB 2,460 2,194 99.1% 51.4% 42.6% 12.0% 12.4% 16.5% 4.4x 3.9x 26.5x 77.6x

NIC Inc. EGOV 1,081 1,169 88.8% (8.5%) 45.5% 9.2% 7.8% 26.2% 4.0x 3.7x 15.2x 29.9x

K12, Inc. LRN 532 604 60.0% (30.6%) (33.5%) 7.1% 2.5% 8.6% 0.6x 0.6x 6.6x 17.8x

Median $2,460 $2,194 88.8% 42.3% 45.5% 12.0% 12.4% 16.5% 4.4x 3.9x 26.5x 49.4x

LARGE-CAP SAAS

salesforce.com, inc. CRM $43,359 $42,157 94.1% 17.0% 73.0% 32.0% 21.2% 3.1% 8.1x 6.7x NA NM

Workday, Inc. WDAY 14,505 15,869 86.7% (7.7%) NA 68.0% 45.0% (19.9%) 18.4x 12.7x NA NM

NetSuite Inc. N 6,995 7,171 81.1% (2.2%) 84.5% 34.2% 29.7% (9.2%) 12.6x 9.7x NA NM

The Ultimate Software Group, Inc. ULTI 4,754 4,862 97.6% 24.1% 131.9% 23.3% 22.0% 14.4% 9.4x 7.7x 65.2x 108.7x

athenahealth, Inc. ATHN 4,654 4,560 71.0% (25.5%) 61.1% 26.5% 22.2% 8.2% 6.2x 5.1x 75.6x NM

Guidewire Software, Inc. GWRE 3,146 3,691 94.3% 7.3% 70.9% 17.2% 6.8% 8.7% 8.5x 8.1x 98.2x 196.1x

Solera Holdings Inc. SLH 5,780 3,471 74.2% (18.4%) 12.6% 22.8% 15.2% 38.0% 5.3x 4.9x 14.0x 76.4x

Veev a Systems Inc. VEEV 2,936 3,334 75.8% (4.4%) NA 49.0% 26.1% 23.3% 9.4x 7.4x 39.7x 82.6x

Medidata Solutions, Inc. MDSO 2,637 2,668 83.7% (9.8%) 268.2% 21.0% 19.7% 10.8% 7.9x 6.6x 72.7x 438.0x

Xero Limited. XRO 2,309 2,437 60.3% (47.1%) 447.9% 79.6% 79.1% (48.1%) 32.1x 15.9x NA NM

Proofpoint, Inc. PFPT 2,257 2,309 97.5% 59.7% NA 41.8% 27.1% (16.4%) 11.5x 9.1x NA NM

Demandware, Inc. DWRE 1,980 2,223 85.0% (4.9%) 104.4% 50.6% 45.5% (13.2%) 12.3x 8.5x NA NM

Dealertrack Technologies, Inc. TRAK 2,651 2,094 76.1% (21.7%) 27.3% 77.4% 27.7% 12.4% 3.1x 2.4x 23.3x NM

(25)

PAGE | 24

APPENDIX: SOFTWARE

SECTOR

PUBLIC

COMPANY

METRICS

(CONT.)

SMALL-CAP SAAS

Zendesk, Inc. ZEN $1,770 $1,885 80.5% NA NA 76.3% 48.4% (46.9%) 13.9x 9.4x NA NM

Paycom Software, Inc. PAYC 1,873 1,871 89.4% NA NA 40.3% 30.4% 14.6% 12.4x 9.5x 85.3x 330.5x

Fleetmatics Group PLC FLTX 1,549 1,700 96.5% 34.1% NA 30.6% 24.7% 25.1% 6.7x 5.4x 26.6x 61.9x

RealPage, Inc. RP 1,583 1,590 87.1% 10.9% 5.1% 7.3% 12.5% 7.2% 3.9x 3.5x 54.2x NM

Qualys, Inc. QLYS 1,449 1,576 93.0% 82.8% NA 23.7% 26.1% 15.8% 10.8x 8.6x 68.5x 52.1x

Cornerstone OnDemand, Inc. CSOD 1,500 1,557 58.0% (39.6%) 32.3% 42.4% 28.4% (16.1%) 5.7x 4.4x NA NM

LogMeIn, Inc. LOGM 1,169 1,370 96.3% 24.7% 58.9% 33.5% 18.1% 9.3% 5.3x 4.5x 56.6x 172.2x

HubSpot, Inc. HUBS 1,164 1,288 90.0% NA NA 49.3% 39.2% (40.4%) 10.0x 7.2x NA NM

Cv ent, Inc. CVT 993 1,160 76.9% (22.4%) NA 28.0% 25.3% 3.6% 7.0x 5.6x NA 646.8x

SPS Commerce, Inc. SPSC 978 1,109 95.3% 9.2% 149.6% 22.6% 22.3% 10.3% 7.6x 6.2x 73.9x 410.1x

Marketo, Inc. MKTO 971 1,077 71.9% (21.6%) NA 56.3% 37.1% (31.0%) 6.5x 4.7x NA NM

RingCentral, Inc. RNG 938 1,054 81.2% (15.3%) NA 37.0% 28.2% (15.8%) 4.3x 3.3x NA NM

Benefitfocus, Inc. BNFT 1,045 1,047 74.6% (21.7%) NA 31.2% 26.3% (37.6%) 7.6x 6.0x NA NM

Q2 Holdings, Inc. QTWO 682 770 96.3% 36.1% NA 39.1% 32.8% (18.9%) 8.6x 6.5x NA NM

Castlight Health, Inc. CSLT 521 713 31.1% (63.4%) NA NA 66.9% (186.0%) 11.4x 6.8x NA NM

Callidus Software Inc. CALD 657 679 73.3% 1.3% 62.4% 21.6% 20.4% (1.9%) 4.8x 4.0x NA NM

inContact, Inc. SAAS 659 669 91.4% 13.5% 95.3% 32.1% 21.2% (4.1%) 3.8x 3.2x NA NM

OPOWER, Inc. OPWR 389 514 39.0% NA NA 44.8% 14.4% (29.7%) 3.0x 2.7x NA NM

SciQuest, Inc. SQI 337 468 61.6% (37.3%) 11.1% 13.0% 6.2% 5.1% 3.3x 3.1x 65.5x NM

Bazaarv oice, Inc. BV 401 449 60.2% (22.6%) (71.6%) 20.0% 13.9% (12.1%) 2.2x 2.0x NA NM

Fiv e9, Inc. FIVN 244 275 59.5% NA NA 22.5% 16.3% (28.2%) 2.4x 2.0x NA NM

Amber Road, Inc. AMBR 203 241 51.1% (39.9%) NA 23.4% 19.8% (35.2%) 3.1x 2.6x NA NM

Upland Software, Inc. UPLD 102 107 57.5% NA NA 56.8% 10.1% (13.1%) 1.6x 1.4x NA NM

Median $971 $1,054 76.9% (15.3%) 45.6% 31.6% 24.7% (13.1%) 5.7x 4.5x 65.5x 251.3x

DATA & ANALYTICS

Splunk, Inc. SPLK $6,551 $7,401 77.6% (17.2%) NA 49.0% 33.8% (45.1%) 14.5x 10.9x NA NM

Tableau Software, Inc. DATA 5,900 6,581 91.3% 21.6% NA 77.5% 42.2% 4.8% 14.3x 10.1x NA 1,120.5x

Teradata Corporation TDC 6,174 6,540 89.0% (10.3%) (35.2%) 1.5% (1.5%) 22.0% 2.3x 2.3x 10.3x 17.8x

Verint Systems Inc. VRNT 4,195 3,772 97.6% 32.0% 91.2% 24.4% 5.8% 14.2% 3.7x 3.4x 26.3x 121.9x

Qlik Technologies, Inc. QLIK 2,586 2,830 94.0% 17.1% (2.7%) 18.4% 10.8% 0.5% 4.6x 4.2x NA NM

Fair Isaac Corporation FICO 3,300 2,788 99.2% 60.4% 102.1% 7.6% 5.6% 23.3% 4.2x 3.9x 17.9x 30.2x

MicroStrategy Inc. MSTR 1,571 1,916 92.6% 46.6% 20.9% 0.7% 1.1% 6.9% 2.7x 2.7x 39.4x 380.6x

Pegasystems Inc. PEGA 1,449 1,660 92.8% 23.2% 14.0% 15.9% 10.9% 12.8% 2.5x 2.2x 19.2x 49.9x

PROS Holdings, Inc. PRO 674 725 76.1% (21.6%) 32.1% 28.3% 20.8% (2.7%) 3.6x 3.0x NA NM

TECHNOLOGY, MEDIA, & TELECOM

CONTENTS



DEAL SPOTLIGHT



WHAT WE’RE READING



M&A TRANSACTIONS – 1Q 2015



SOFTWARE M&A ACTIVITY



SOFTWARE SECTOR OVERVIEWS



SOFTWARE PRIVATE PLACEMENTS

OVERVIEW



SOFTWARE PUBLIC COMPARABLES

OVERVIEW



TECHNOLOGY IPO OVERVIEW



DEBT MARKET OVERVIEW



APPENDIX: PUBLIC COMPARABLES DETAIL

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Managing Director

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Managing Director

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Managing Director

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