Category: LBO

PE firm Marlin buys BIOS provider Phoenix Technologies

Brenon Daly

Contact: John Abbott

Perhaps it was inevitable. Following the firing of CEO Woody Hobbs earlier this year and the subsequent divestment of three noncore businesses, BIOS maker Phoenix Technologies has itself been acquired. Los Angeles-based private equity firm Marlin Equity Partners offered $3.85 per share, giving the proposed deal an equity value of $139m. (Phoenix held $40m of cash, giving the transaction an enterprise value of $99m). The bid represents a 27% premium over Tuesday’s closing price.

Despite its recent troubles, and the seemingly cyclical nature of its business that has resulted in regular boom and bust periods, Phoenix remains by far the independent market leader in the core systems software marketplace, in particular BIOS software, as required by all Wintel PCs. BIOS remains a vital point of control for OS and desktop management. But under pressure from Intel and open source alternatives, the company has tried on numerous occasions – without any noticeable success – to diversify. That has usually resulted in Phoenix taking its eye off the ball of its core business, which entails maintaining relationships with the big PC vendors as well as the white-box original design manufacturers (ODMs) from Taiwan.

Revenue in the third quarter declined 16% year over year to $13.7m, but Phoenix scraped together a small operating profit, its first since 2008. Ninety staff were cut during the quarter, taking the firm’s total down to 313. Future growth depends on the take-up from OEMs and ODMs of its latest product, SecureCore Tiano 2.0, which began shipping in late March. Phoenix claims 50 wins so far and is working on a further 80 projects for this design cycle. The first systems using the new version should reach the market in fiscal 2011.

Same old, same old at Novell?

Brenon Daly

Contact: Brenon Daly

Ever since hedge fund Elliott Associates put Novell in play five months ago, we’ve said that the company was going to be a tough sell. It’s a mixed bag of businesses, both in terms of what those businesses sell and how they perform. (Or rather, how those businesses underperform, as we were reminded by Novell’s warning earlier this week about third-quarter results. If nothing else, that kept alive Novell’s streak – it also came up short in the two quarters leading up to Elliott’s run at the company.)

Undoubtedly, Novell – an underperforming company that nonetheless found its treasury stuffed with more than $1bn of cash – offered an easy target for the gadfly investor. But having that agitation turn into an acquisition is proving much more difficult. (We recently took an in-depth look at Novell, as well as the specific business lines and which suitors might be eyeing them, in a special report.)

While the process initially attracted a number of parties, we understand that there are only three left at the table: a private equity-backed company, a UK-based PE firm and a joint bid between a publicly traded tech company and a buyout shop. It’s not clear that any of the three will actually close a deal for Novell. (The process has already run past two deadlines, we gather.) Without a deal, shares of Novell would be left to trade on the company’s own merits, which probably wouldn’t do much for shareholder value.

Novell timeline

Date Event
March 2, 2010 Elliott Associates launches unsolicited bid of $5.75 per share, or $2bn equity value
March 20, 2010 Novell board rejects Elliott’s bid, retains JP Morgan Securities to explore alternatives

Source: The 451 M&A KnowledgeBase

SonicWALL’s big-ticket buyout

Brenon Daly

Contact: Brenon Daly

The recently closed leveraged buyout (LBO) of SonicWALL represents the largest straight take-private of a technology company so far this year. Thoma Bravo announced the deal, which has an equity value of $717m, back in early June and shareholders gave the LBO their blessing on Friday. The bid of $11.50 for each share stood as the highest price for SonicWALL shares since 2002. The close came only after an unidentified bidder – which some observers suspect may have been the ever-aggressive Barracuda Networks – stepped out of the process.

While other private equity (PE) shops have handed over bigger checks so far this year than the one Thoma Bravo is writing for SonicWALL, the buyout of the unified threat management vendor is the most money that a single firm has spent to take a public company off the market in 2010. Other large deals have involved either carve-outs (IDC, for instance, was majority owned by Pearson), secondary transactions (Hellman & Friedman’s flip of Vertafore to TPG Capital) or club deals (the consortium buyout of SkillSoft, as well as IDC).

The big-ticket buyouts of SonicWALL and other companies have helped push PE activity so far this year to essentially where it was in 2008. PE spending in the first two quarters of 2010 hit $14bn, just a shade under the $16bn we tallied in 2008 but a dramatic rebound over the paltry $2bn we saw in the first half of last year. The seven-fold increase in spending by buyout shops so far in 2010 has vastly outpaced the broad M&A market, which is basically running at twice the spending of the same time in recession-wracked 2009. See our full report on first-half tech M&A activity.

Vector ‘registers’ a solid exit

Brenon Daly

Contact: Brenon Daly

A half-decade after taking Register.com private, Vector Capital announced the sale of the website registration and design provider to Web.com Group for $135m. That’s a fair bit lower than the $200m the buyout shop paid for the equity of Register.com in the LBO, but a fair bit above the company’s net cost of about $90m. (Profitable and debt-free Register.com held about $55m in cash and another $55m in short-term investments when it was taken private.)

As for the return, we understand that between two dividends, a divestiture and now the sale of the business, Vector realized about 2.5 times its original $60m equity investment on Register.com. What’s interesting about the return is that Vector is making money on its holding even though Register.com actually shrank in the time it was owned by the buyout shop. Consider it a case of quality over quantity.

When it went private, Register.com was clipping along at a rate of about $25m per quarter. According to Web.com, that level has now dipped to $20m per quarter. (That may or may not be a sandbagged projection from the acquirer.) Part of the revenue decrease can be attributed to the fact that Register.com shed the corporate domain management business, which was doing just shy of $8m each quarter in business. So, on an absolute basis, the property is smaller, but on a comparable basis, the Register.com business grew on the top line.

Far more important than revenue growth is the fact that Register.com became far more profitable as a private company. (Some cuts appear pretty obvious to us: In the period before it went private, Register.com was spending about one-third of its revenue on sales and marketing.) On the conference call discussing the deal, Web.com indicated Register.com was running at a mid-to-high 20% ‘adjusted EBITDA’ margin. That’s a pretty rich level. In fact, it’s about 10 percentage points higher than Web.com’s own ‘adjusted EBITDA ‘ margins.

SonicWALL should be right at home in PE portfolio

Brenon Daly

Contact: Brenon Daly

Except for losing its ticker, we don’t expect the soon-to-be private SonicWALL to be radically different from the one that traded on the Nasdaq. At least not the SonicWALL of the past few years. The reason? The unified threat management vendor has already been running a strategy that’s found fairly often in PE portfolios.

Basically, the company has taken the cash it has generated from its rather mature core product (firewalls) and done acquisitions to expand into emerging markets. SonicWALL has inked about a deal each year for the past half-decade, buying startups that had developed technology for anti-spam, continuous data protection and, most recently, WAN traffic optimization.

The collective bill on those deals is about $78m, a relatively small amount for a company that held more than $200m in its treasury and generated roughly $10m of cash each quarter. Once it goes private, we wonder if SonicWALL won’t start eyeing some larger deals. After all, it will have deep-pocketed new owners and will no longer be penalized in its accounting for acquisitions.

SonicWALL’s shopping trips

Date announced Target Deal value Market
April 19, 2010 DBAM Systems (assets) $4m WAN traffic optimization
June 12, 2007 Aventail $25m SSL/VPN
February 8, 2006 MailFrontier $31m Anti-spam
November 21, 2005 Lasso Logic $15.5m Continuous data protection
November 21, 2005 enKoo $2.4m SSL/VPN

Source: The 451 M&A KnowledgeBase

SonicWALL heads behind closed doors

Brenon Daly

Contact: Brenon Daly

After more than a decade as a public company, SonicWALL is set to go private in a $717m leveraged buyout (LBO) led by Thoma Bravo. Terms call for the private equity (PE) firm to pay $11.50 for each of the roughly 62 million shares outstanding for the unified threat management (UTM) vendor. That marks the highest price for SonicWALL shares since early 2002. (However, that didn’t stop several law firms from investigating a possible breach of fiduciary responsibility by SonicWALL’s board, as the ambulance chasers have done in so many other recent transactions.)

As we look at the proposed LBO, the valuation strikes us as pretty fair. Our math: while the deal carries an equity value of $717m, the net cost is much lower thanks to the profitable company’s fat treasury. SonicWALL holds $213m of cash and short-term investments, lowering the enterprise value (EV) of the planned take-private to $504m. That works out to 2.5 times the company’s sales of $200m in 2009 and 2.2x projected revenue of about $230m this year.

That valuation sits about midway between SonicWALL’s two closest rivals. Four years ago, WatchGuard Technologies went private in an LBO by Francisco Partners that valued the UTM vendor at basically 1x trailing sales, on an EV basis. Meanwhile, fellow UTM provider Fortinet, which went public last November, currently trades at slightly more than 3x trailing sales. (Again, that’s calculated on an EV basis, and without any acquisition premium for Fortinet.) SonicWALL shareholders stand to get a 28% premium on their stock, assuming the LBO closes as expected in the third quarter.

What’s new at Novell?

Brenon Daly2 Comments

Contact: Brenon Daly

Even though its shareholders aren’t overwhelmingly concerned with Novell’s financial numbers right now, the company will nonetheless be releasing results for its fiscal second quarter later Thursday afternoon. For what it’s worth, Wall Street expects earnings of about $0.07 per share on sales of $205m, representing year-over-year declines on both the top and bottom lines. (We should add that if Novell does manage to hit expectations, it will snap two straight quarters of earnings whiffs.)

But then Novell hasn’t traded on fundamentals for the past three months, ever since hedge fund Elliott Associates launched an unsolicited offer for the company. Novell, which is being advised by JP Morgan Securities, stiffed the bid, but did leave the door open to other ‘alternatives to enhance shareholder value.’ Since Elliott floated the offer, shares of Novell have basically changed hands at or above the $5.75-per-share bid.

As a decidedly mixed bag of businesses, Novell isn’t the cleanest match for any other company that might want to take it home. For that reason, most speculation around a possible buyer for Novell has centered on private equity firms. (The buyout shops are undoubtedly licking their chops at the prospect of picking up Novell’s $600m of maintenance and subscription revenue, not to mention the $1bn that sits in the company’s treasury.) However, we understand from a person familiar with the process that there are a handful of strategic buyers still interested in Novell.

If we were to put forward one potential suitor that could probably benefit more than any other company in picking up Novell’s broad portfolio of businesses, we might single out SAP. OK, we know it’ll never happen. (Never, ever.) But a hypothetical pairing certainly does go a long way toward filling a few notable gaps in SAP’s offering, while also making the German giant far more competitive with Oracle.

Consider this fact: some 70% of SAP apps that run on Linux run on Novell’s SUSE Linux Enterprise. Add in Novell’s additional technology around identity and access management, systems management, virtualization and other areas, and SAP’s stack suddenly looks a lot more competitive with Oracle’s stack. Again, an SAP-Novell deal will never happen, but the combination certainly does lend itself to some intriguing speculation.

Timeline: Novell in the crosshairs

Date Event Comment
March 2, 2010 Elliott Associates launches unsolicited bid of $5.75 per share for Novell The offer values Novell at a $2bn equity value but only a $1bn enterprise value
March 20, 2010 Novell rejects Elliott’s bid as ‘inadequate’ By our calculation, Elliott is valuing Novell at just 1.6 times its maintenance/subscription revenue

Source: The 451 Group

One last sale at VeriSign?

Brenon Daly

Contact: Brenon Daly

With VeriSign having somewhat unexpectedly shed its identity and authentication business to Symantec last week, we started to think about what other transactions might be coming from the former serial acquirer. What about this for a final deal? A sale of itself to a private equity shop. After all, the value of the company is hardly reflected at all on Wall Street.

To be clear, we’re not suggesting that there are any plans to take VeriSign private, at least not that we’ve heard making the rounds. Instead, we’re looking at a leveraged buyout from a strictly hypothetical view, given that the company has a number of appealing characteristics for any would-be financial buyer.

For starters, VeriSign is now a very clean story, with just the core registry business remaining. For all intents and purposes, the registry business, which handles all the .com and .net registration, is a legal monopoly. The business certainly enjoys monopoly-like operating margins of about 40%. VeriSign recently indicated that sales for 2010 (excluding the identity and authentication business) will be in the neighborhood of $675m. Loosely, that would generate about $270m in operating income at the company this year.

Fittingly for a cash machine, VeriSign has a fat treasury. At the end of the first quarter, it held nearly $1.6bn in cash. Add to that amount the $1.3bn that Symantec will be handing over for the divested businesses, and VeriSign will have about $3bn in cash banked. The vendor’s market cap is $5bn, giving it an enterprise value of just $2bn. That works out to just 3 times sales and a little more than 7x operating cash flow. (Granted, that’s without any acquisition premium.)

If we were a buyout shop or some other acquisitive-minded group, another way to look at it is that VeriSign’s remaining registry business currently trades at a discount to the security business that it just got out of. And that’s despite the fact that the registry business is far more profitable and faster-growing than the security business. (In 2009, VeriSign’s naming business increased revenue 12%, four times the rate of growth of the security business.) Maybe it’s time for one last sale at VeriSign?

Sources: a take-private for Double-Take

Brenon Daly1 Comment

Contact: Brenon Daly

The final bidders for Double-Take Software have narrowed to three buyout shops, and a purchase of the file-replication software vendor could be announced within the next two weeks, we have learned. The company said a month ago that an undisclosed bidder had approached it about a possible transaction.

A number of sources have pointed to Vector Capital as the unidentified suitor, adding that the firm is one of the three bidders still in the running. Although we speculated early on that Double-Take’s two main channel partners (Dell and Hewlett-Packard) might be interested, we understand now that there aren’t any strategic bidders currently at the table.

The price couldn’t immediately be learned, but we suspect there won’t be a huge premium for the company, which was trading at $9.36 on Monday afternoon. The reason? Double-Take recently trimmed its sales outlook for 2010, essentially saying it doesn’t expect to grow this year. It recently guided to about $86m in sales for 2010, about 10% lower than it had expected earlier this year. It finished the recession-wracked 2009 with revenue of $83m, down from $96m in 2008.

Even without growth, Double-Take undoubtedly holds some appeal to a private equity (PE) firm. For starters, the company is cheap. It currently sports a market capitalization of just $200m, but nearly half that amount is made of its cash and short-term investments. (The company held $89m in its treasury at the end of the first quarter.)

With an enterprise value of only $111m, Double-Take now garners just 1.3x projected sales. Another way to look at it: even with a decent premium to the company’s current valuation, a buyer could still pick up Double-Take for about 4x maintenance revenue. Small wonder that a few PE shops are still considering a Double-Take takeout.

Double-door exits

Brenon Daly

Contact: Brenon Daly

When companies look for an exit, there is usually door number one (IPO) or door number two (trade sale). But in some rare cases, it’s not either/or, it’s both. That’s playing out in two very different ways around Symantec’s acquisition of encryption vendor PGP. The purchase by Big Yellow was the first of a doubleheader day in which it also picked up its OEM partner, GuardianEdge Technologies. (Incidentally, the PGP buy was Symantec’s largest acquisition since reaching across the Atlantic for on-demand vendor MessageLabs in October 2008.)

But back to exits. With the sale of PGP, we expect the next big liquidity event for an encryption vendor to be the IPO of SafeNet. We’ve heard recent talk of an offering for the company, which was taken private by Vector Capital in early 2007. Since its buyout, SafeNet has done a few deals of its own, including the contentious acquisition of Aladdin Knowledge Systems in August 2008. We understand that SafeNet is running at north of $400m in revenue.

The sale of PGP also means that investment firm DE Shaw has now recorded one of each potential exit over the past month. In late March, portfolio company Meru Networks went public, and now fetches a market valuation of about $250m. (The offering by Meru came after many other wireless LAN providers got snapped up.) DE Shaw also owned a chunk of PGP, meaning it will also get a payday from Symantec’s $300m purchase of the encryption vendor.