1. PEACHTREE CAPITAL ADVISORS, INC.
Software, Internet & IT
Infrastructure M&A
Report: 2012 – Mid Year
Peachtree Capital Advisors, Inc. is a Pasadena, CA‐based investment bank providing M&A advisory
services to growth and middle market software, Internet and IT infrastructure companies both in the
U.S. and abroad. With 26 closed transactions representing nearly $1 billion in transaction value,
Peachtree is luminous in charting the capital raise or merger and acquisition process for its clients.
www.peachtreecapitaladvisors.com
2. Software, Internet & IT Infrastructure M&A Report: 2012 – Mid Year
Peachtree Capital Advisors Page 1
This report does not seek to prove that volume or the deal value of M&A has increased, primarily
because that is a near impossible statistic to obtain on a congruent basis, but to discuss valuation
multiples, M&A trends, and transaction rationale in the Software, Internet & IT Infrastructure sectors.
Economic Climate
Decelerating economic growth had very little effect on M&A deal‐making in the first half of 2012. While
the U.S. real GDP growth rate slowed to 1.9% in the first quarter from 3% in the first quarter of 2011, 47
of the 96 software, Internet & IT Infrastructure transactions tracked by Peachtree occurred in the first
quarter. Excluding Cisco’s $5 billion acquisition of NDS, reported deal value totaled $20.5 billion in the
first half. This is in‐line with last year’s data and shows a relatively healthy M&A environment in this
post‐recession economy.
IT Spending and Market Conditions
According to Gartner Research, worldwide spending on enterprise application software will total $120.4
billion in 2012, a 4.5% increase over 2011 spending (Gartner, June 20, 2012). Gartner believes that 2012
spending will focus on industry‐specific applications; upgrades to established, mission‐critical software;
integrating and securing established systems and infrastructure; and software as a service (SaaS)
deployments representing extensions to, or replacement of, existing applications and new solutions. In
addition, Gartner’s Tom Eid believes that SaaS and cloud‐based services will grow in usage, rising from
11% of enterprise application spending in 2010 to 16% in 2015.
While the committee is still out regarding the decision to move mission‐critical applications to the cloud,
the cloud is here and vendors continue to pound CIOs with marketing messages outlining the benefits of
cloud‐computing environments. However, much of the growth in IT has stemmed from a post‐recession
technology refresh and the cloud has not been the driving force in IT spending that everyone thought it
would be. Increasing the productivity of a lean labor‐force appears to be the strategy of most IT
departments, based on the limited number of wholesale transitions of operations to public cloud
environments.
3. Software, Internet & IT Infrastructure M&A Report: 2012 – Mid Year
Peachtree Capital Advisors Page 2
M&A Drivers
The macro‐economic factors driving Software, Internet & IT Infrastructure M&A in the first half of 2012
are a solid economic backdrop, increased competitiveness, and “positioning” (as opposed to growth).
Regardless of what the media says, the economics are much better than they were a few years ago
when the sky was falling. More importantly, customers are placing orders and actually paying for them.
This economic backdrop is a much better environment for strategic planning than any of the previous
post‐recession years.
There is also a competitive vigor in the air. Whether it is Oracle’s Larry Ellison sparring with
Salesforce.com’s Marc Benioff or Box.net’s Aaron Levie poking fun at Microsoft, there is definitely a
growing marketplace that is inspiring competition. More importantly, competition drives the need to
innovate and the need to innovate rapidly entices investors to encourage CEOs to buy now versus build
(and hope to gain market share).
As it relates to strategic growth, acquisition was not part of the equation in 2009 and organic growth
was en vogue in 2010. In 2011, small cloud and analytics acquisitions at astronomical multiples were all
the rage. In 2012, the acquisition theme is shaping up to be “buying market share in the cloud.” Instead
of starting up a cloud division or acquiring a tiny company, corporate buyers are seeking to acquire
cloud‐based businesses with market share in an established market as opposed to allocating capital to
startup opportunities (e.g., Citrix acquiring cloud.com for approximately 100x revenue in 2011).
Additionally, there were a substantial number of cloud‐based acquisitions in the first half of 2012. While
the majority of cloud‐based acquisitions in 2011 involved unproven early‐stage entities, the theme has
changed from “what is new” to “what is working” In 2012. For example, SAP acquiring Ariba for $4.3
billion, Oracle acquiring Taleo for $1.9 billion, IBM acquiring GreenHat for an undisclosed amount,
Internap acquiring Voxel for $30 million, and Battery Ventures leading a $28 million investment round
into SingleHop all represent safer investments into what is working now as opposed to betting on the
future.
M&A Trends
The most significant first‐half acquisition was Dell’s acquisition of Quest Software, which represented
the first crack in the organic growth agendas developed by most middle‐market tech companies. In the
last three years, most mid‐market companies streamlined operations, recalibrated their strategic plans
and focused solely on organic growth or small strategic “tuck‐in” acquisitions that did not delineate from
the plan. Most mid‐market board executives and investors wanted to keep the asset looking healthy
just in case a large‐cap prince would happen along the countryside in need of a beautiful bride.
The Quest Software acquisition will serve to plant an acquisition seed in the minds of these board
members that Prince Charming may not mind a few blemishes. Long thought to be an M&A patchwork
quilt and a low‐balling acquirer of distressed properties, Quest Software managed to get acquired by a
large‐cap Prince at a relatively attractive exit multiple—2.7x revenue and 15x EBITDA. This transaction
will be the turning point in the minds of mid‐market investors and board members who in large part
have remained on the M&A sidelines as it poses the question, “Why not make a few acquisitions to scale
up or to accelerate growth?”
4. Software, Internet & IT Infrastructure M&A Report: 2012 – Mid Year
Peachtree Capital Advisors Page 3
There were 20 deals representing $3.3 billion in reported deal value in the Enterprise Application and
Marketing Software sector. Fear drove most of the transactions in this sector—fear of product
irrelevance, fear of a sliding stock prices. The most noteworthy acquisition in this sector was Vocus
acquiring iContact, which allowed Vocus to enter a new vertical market and potentially realize the
substantial cross‐marketing opportunities between the two companies. Vocus provides PR Software
and iContact provides e‐mail marketing software.
Application, Internet Marketing Services, Collaboration and
Web Conferencing Date
Price
$M
1 Microsoft acquires Yammer (social and enterprise collaboration) Jun‐12 1,200
2 Salesforce.com acquires Buddy Media (social marketing software) Jun‐12 689
3 Salesforce.com acquires ChoicePass (enterprise perks mgt software) Jun‐12 n.a.
4 Facebook acquires Face.com (facial recognition technology) Jun‐12 60 Est.
5 Gracenote acquired Bulldog United (video content recognition) Jun‐12 n.a.
6 Oracle acquired Collective Intellect (real‐time social media monitoring) Jun‐12 n.a.
7 Oracle acquires Vitrue (social media marketing) May‐12 300
8 Teradata acquired eCircle (digital marketing analytics) May‐12 n.a.
9 Salesforce acquires Stypi (collaborative text editor) May‐12 n.a.
10 LinkedIn acquired SlideShare (online user‐generated B2B publisher) May‐12 119
11 Peoplefluence acquired Socialtext (social collaboration) May‐12 n.a.
12 Cisco acquired Truviso (real‐time Web analytics software) May‐12 n.a.
13 Citrix acquires Podio (social business collaboration) Apr‐12 n.a.
14 Yammer acquired OneDrum (Microsoft Office collaboration tool) Apr‐12 n.a.
15 Avaya acquired RADVISION (videoconferencing technology) Mar‐12 230
16 Vocus acquired iContact (email marketing services) Feb‐12 169
17 Appcelerator acquired Cocoafish (mobile app infrastructure provider) Feb‐12 n.a.
18 InfoSpace acquried TaxACT (online tax solutions) Jan‐12 288
19 LogMeIn acquired Bold Software (web chat and customer comm.) Jan‐12 17
20 Blackbaud acquired Convio (fundraising software) Jan‐12 294
Total 3,365
6. Software, Internet & IT Infrastructure M&A Report: 2012 – Mid Year
Peachtree Capital Advisors Page 5
This is shaping up to be a solid year for Enterprise Software M&A. Sales channel confidence and visibility
are the two major factors contributing to the increase in Enterprise Software M&A transactions
involving a change of control. When orders are actually being fulfilled and the sales force can give
executives better visibility, corporate executives become more confident in their own planning as well
as their sales forces’ abilities to sell a newly acquired product or feature.
Although sales channel confidence was the primary driver for Enterprise Software M&A in the first half
of 2012, there were a few additional themes that surfaced:
Security;
Positioning for the cloud; and
Is the IPO market really back?
As it relates to M&A transactions in enterprise software, securing the cloud and the ability to
provide cloud services were the primary factors driving acquisition. Vendors sought acquisitions
that would provide them with the capability to secure and service these new cloud environments—
whether they were private enterprise clouds or public hosted cloud environments.
Enterprise Software Date
Price
$M
1 Ixia acquired BreakingPoint (network security testing) Jul‐12 160
2 Dell acquires Quest Software (network mgt software) Jul‐12 2,400
3 mindSHIFT (Best Buy) acquired White Glove Technologies (MSP) Jun‐12 n.a.
4 Ixia acquires Anue Systems (network monitoring) May‐12 145
5 IBM acquires Tealeaf (customer experience analytics software) May‐12 n.a.
6 SAP acquires Ariba (cloud‐based commerce software) May‐12 4,300
7 Thoma Bravo acquired Network Instruments (network mgt software) Apr‐12 n.a.
8 IPO Splunk (web monitoring, analysis and security software) Apr‐12 229
9 IPO Proofpoint (cloud‐based security software) Apr‐12 82
10 IPO Infoblox (network mgt software) Apr‐12 120
11 IBM acquires Varicent (compensation mgt and analytics software) Apr‐12 n.a.
12 IBM acquires Vivisimo (discovery and data analysis software) Apr‐12 n.a.
13 BMC acquires Abydos (IT service mgt software) Apr‐12 n.a.
14 Dell acquired Clerity Solutions (application modernization) Apr‐12 n.a.
15 VaultLogix has acquired DataPreserve (online backup service provider) Apr‐12 n.a.
16 ASG Software acquired NTRglobal (help desk and IT service mgt) Apr‐12 n.a.
17 The Aldridge Company acquired Serenity Systems (MSP) Apr‐12 n.a.
18 Ipswitch acquires iOpus (Web application performance testing) Apr‐12 n.a.
19 Cisco acquires ClearAccess (network mgt and provisioning software) Apr‐12 n.a.
20 Dell acquired SonicWALL (network mgt security software) Mar‐12 n.a.
21 Trustwave acquired M86 Security (web and email security software) Mar‐12 n.a.
22 ThreatMetrix acquired TrustDefender (malware and securing browsing) Mar‐12 n.a.
7. Software, Internet & IT Infrastructure M&A Report: 2012 – Mid Year
Peachtree Capital Advisors Page 6
In addition, the IPO market appeared to make a comeback in 2012. Companies like Splunk and
Proofpoint decided to conduct initial public offerings rather than run an M&A sale process. When there
are no logical buyers that can pay up or there are not many potential strategic buyers, oftentimes an IPO
is the only way to go for early investors to generate a liquidity event. The desire for liquidity may be
driving many of these IPOs as opposed to a healthy stable stock market.
Enterprise Software (con't) Date
Price
$M
23 SolarWinds acquired EminentWare (patch management software) Mar‐12 n.a.
24 Lexmark acquired BDGB Enterprise/Brainware (ECM and data mgt) Mar‐12 148
25 GreenPages acquired LogicsOne (cloud consulting company) Mar‐12 n.a.
26 Alert Logic acquired Armorlogic (web application security solutions) Mar‐12 n.a.
27 ManTech acquired HBGary (malware detection software) Feb‐12 n.a.
28 Juniper Networks acquired Mykonos (web security software) Feb‐12 80
29 Quest Software acquired BlueFolder (field service mgt software) Feb‐12 n.a.
30 BMC acquires Numara Software (mid‐market IT mgt solutions) Feb‐12 300
31 Silverback acquired PowerSteering (cloud‐based project mgt) Feb‐12 n.a.
32 Silverback acquired Tenrox (cloud‐based PSA and proj workforce mgt) Feb‐12 n.a.
33 All Covered/Konica Minolta acquired Service Assurance (MSP) Feb‐12 n.a.
34 Technology Capital Investors acquired Savid Technologies (MSP) Feb‐12 n.a.
35 Oracle acquired Taleo (talent management software) Feb‐12 1,900
36 Akamai acquires Blaze Software (web performance optimization softw) Feb‐12 n.a.
37 Twitter acquired Dasient (web security software) Jan‐12 n.a.
38 IBM acquires GreenHat (cloud‐based software testing platform) Jan‐12 n.a.
39 IBM acquires Worklight (mobile app and infrastructure software) Jan‐12 70
40 BMC acquires I/O Concepts (mainframe console solutions) Jan‐12 n.a.
41 Net Optics acquired nMetrics (network application software) Jan‐12 n.a.
42 ePlus acquired VantiCore (Cisco‐centric MSP) Jan‐12 n.a.
43 Xerox acquired LaserNetworks (managed print services) Jan‐12 n.a.
44 GovDelivery acquired GovInteractive (web‐based alerting) Jan‐12 n.a.
45 Juniper acquired Bitgravity (services mgt layer of CDN technology) Jan‐12 n.a.
Total 9,934
11. Software, Internet & IT Infrastructure M&A Report: 2012 – Mid Year
Peachtree Capital Advisors Page 10
As seen below, the overall average for companies in the Software, Internet & IT Infrastructure sector is
3.3x Revenue and 14.7x EBITDA. These average valuation multiples for publicly traded software
companies are slightly higher than at the beginning of the year where the average multiples were 3.3x
Revenue and 13.2x EBITDA.
Public Company Valuations ($M)
Sector Company
Market Cap
Jan 1, 2012
%
Chg
Market Cap
Jun 31, 2012
Total
Debt
Cash
Enterprise
Value
LTM
Revenue
LTM
EBITDA
REV
Mutiple
EBITDA
Multiple
Networking Akamai Technologies 5,790 -2% 5,690 0 404 5,286 1,200 504 4.4x 10.5x
Services Cisco Systems 97,200 -5% 91,980 16,370 48,410 59,940 45,570 12,840 1.3x 4.7x
F5 Networks 8,430 -6% 7,900 0 490 7,410 1,270 417 5.8x 17.8x
Internap 298 10% 328 107 31 404 252 42 1.6x 9.6x
Juniper Networks 10,740 -20% 8,640 999 3,430 6,209 4,380 698 1.4x 8.9x
Riverbed Technology 3,640 -30% 2,560 0 484 2,076 745 118 2.8x 17.6x
MEAN 2.9x 11.5x
Security Symantec 11,540 -9% 10,530 2,040 3,210 9,360 6,730 1,800 1.4x 5.2x
MEAN 1.4x 5.2x
Semiconductor Broadcom 15,830 17% 18,600 1,200 1,680 18,120 7,190 1,090 2.5x 16.6x
Cirrus Logic 1,010 90% 1,920 0 182 1,738 427 90 4.1x 19.4x
Integrated Device Tech 776 3% 800 0 325 474 527 59 0.9x 8.0x
Intel 123,480 9% 134,080 7,520 13,750 127,850 54,060 23,540 2.4x 5.4x
Marvell Technology 8,080 -21% 6,360 0 2,200 4,160 3,390 687 1.2x 6.1x
Microchip Technology 7,000 -9% 6,400 355 1,460 5,295 1,380 497 3.8x 10.7x
Qualcomm 91,950 4% 95,450 1,180 15,080 81,550 17,360 6,460 4.7x 12.6x
Silicon Laboratories 1,820 -11% 1,620 2 333 1,288 498 87 2.6x 14.8x
MEAN 2.8x 11.7x
Stock prices as of 6/29/12. 3.3x 14.7x
Companies in grey removed from mean. Sources: CapitalIQ; Company SEC Filings. 2.7x 10.7x
OVERALL MEAN
OVERALL MEDIAN
12. Software, Internet & IT Infrastructure M&A Report: 2012 – Mid Year
Peachtree Capital Advisors Page 11
Half a billion dollars was raised in the Enterprise Application category, which primarily consists of
horizontal software applications that can be used by a majority of an enterprises employees.
Company
Amount
$M Lead Investor
1 Affinity Solutions 14.5 Chestnut Hill Ventures
2 AtHoc 5.6 Intel Capital
3 Attachments.me 2 Foundry
4 Avalara 20 Battery
5 BlueJeans 25 NEA
6 Clarizen 12 Vintage Partners
7 Cloze 1.2 Greylock Partners
8 Dwolla 5 Union Square Ventures
9 Evernote 70 Meritech Capital and CBC Capital
10 Freshplum 1.4 NEA
11 Hoopla 2.8 Safeguard Scientifics
12 Huddle 24 Jafco Ventures
13 iCharts 3.1 Regehr Capital
14 InsightOne 4.3 Norwest Venture Partners
15 Leads360 15 Volition Capital
16 Manta 44 Norwest Venture Partners
17 MetaMarkets 15 Khosla Ventures
18 MOGL 10 Sigma Partner
19 oDesk 15 Henry Ellenbogen
20 Qualtrics 70 Accel & Sequoia
21 Recurly 6 BV Capital
22 Solum 17 Andreessen Horowitz
23 SugarCRM 33 NEA
24 Thismoment 22 Trident Capital
25 Tracelytics 5.2 Bain Capital
26 Traxpay 4 Earlybird Ventures
27 Unified 14 Conde Nast
28 Visual IQ 12 Volition Capital
29 Wave Accounting 12 Social+Capital
30 WhiteSky 7.5 Prism VentureWorks
31 Wrike 1 TMT Investments
32 Yext 27 Marker
Total $520.6
Application, Internet Marketing Services, Collaboration and
Web Conferencing
13. Software, Internet & IT Infrastructure M&A Report: 2012 – Mid Year
Peachtree Capital Advisors Page 12
Notable investments in the Infrastructure sector were IVP’s investment in Eucalyptus, Weather
Investment II’s leading the $85 million round in Joyent to expand internationally and Battery’s
investment in SingleHop, which looks like more like a later‐stage “veteran” private equity play rather
than a new innovative technology startup.
Company $M Lead Investor
1 Apica 5 SEB Venture Capital
2 Appirio 60 General Atlantic
3 Astute Networks 12 Samsung Venture Investment
4 Bitcasa 7 Pelion and Horizons Ventures
5 Bromium 26.5 Highland Capital
6 Cloud Cruiser 6 ONSET Ventures
7 Continuuity n.a. Battery Ventures
8 CopperEgg 2.1 Silverton Partners
9 Delphix 25 Jafco Ventures
10 Eucalyptus 30 Institutional Venture Partners
11 Joyent 85 Weather Investment II
12 Opscode announced 19.5 Ignition Partners
13 Panzura 15 Opus Capital
14 ScienceLogic 15 Intel Capital
15 SingleHop 27.5 Battery Ventures
16 Starboard Storage Systems 13 JP Ventures GmbH
17 SugarSync 10 ORIX Venture Finance
18 SugarSync 15 Coral Group
19 Violin Memory 50 Toshiba and Juniper Networks
20 Ziften 5.5 Fayez Sarofim & Co.
21 Total $429.1
Virtualization, Storage and Cloud Infrastructure
14. Software, Internet & IT Infrastructure M&A Report: 2012 – Mid Year
Peachtree Capital Advisors Page 13
There were 21 Enterprise Software capital raise transactions totaling $182 million in the first half of
2012. Security played a major role in the first half of 2012. One of the more noteworthy capital raise
transactions was Venrock and US Venture Partners investing in a young team in an old space—
enterprise security. Appthority is a startup that secures enterprise apps.
Again, the enterprise Mobile sector is still largely undefined. Insight Ventures’ $15 million investment in
Kony is definitely noteworthy.
Company
Amount
$M Lead Investor
1 41st Parameter 13 Georgian Partners
2 AlienVault 8 Trident Capital
3 Appthority 6.25 Venrock and US Venture Partners
4 Birst 26 Sequoia Capital
5 Bluebox 9.5 Andreessen Horowitz
6 Buddy.com 1.1 Transmedia Capital
7 CloudLock 8.7 Ascentand Cedar Fund
8 Crashlytics 5 Flybridge and Baseline
9 Domo 20 Institutional Venture Partners
10 Duo Security 5 Google Ventures
11 ForgeRock 7 Accel
12 Freshdesk 5 Tiger Global
13 InsightSquared 4.5 Bessemer Venture Partners
14 MemSQL 5 First Round Capital
15 MineralTree 6.3 Fidelity Growth Partners
16 Mobiles Republic 3 XAnge Private Equity
17 OneID 7 Khosla & North Bridge
18 Pantheon 5 Foundry Group
19 Plexxi 20 North Bridge and Matrix Partners
20 PubNub 4.5 Relay Ventures
21 UnboundID 12.5 OpenView Venture Partners
Total $182.4
Enterprise Software
Company
Amount
$M Lead Investor
1 CloudOn 16 The Social+Capital Partnership
2 Crittercism 5.5 Bob Borchers
3 Kony 15 Insight Ventures
4 Malauzai Software 2.3 n.a.
5 Tello 2.7 True, Bullpen Capital, and SV Angel
6 ViVOTech n.a. Existing Investors
Total $41.5
Enterprise Mobile