Buying a lot, selling a little

by Brenon Daly

Less than two months ago, we speculated that Broadcom would be cleaning out the closet at CA Technologies once it owned the enterprise software company. On cue, the semiconductor giant announced Monday that it had closed its $19bn purchase of CA and, in virtually the same breath, said it had divested one of the just-acquired businesses. The unwinding of Veracode almost certainly won’t be the last pruning of the CA portfolio done by the financial hawks at Broadcom.

But first, on the announced deal: Thoma Bravo said it will spend $950m to carve application security provider Veracode out of the now-Broadcom-owned CA. The transaction effectively unwinds CA’s pickup of Veracode two and a half years ago. In a reversal from most of these moves, CA’s exit price is significantly richer – nearly 50% higher – than its entry price. (451 Research subscribers can look for our full report on the deal on our website tomorrow.)

While not unexpected, Broadcom’s divestiture nonetheless comes at a time when corporate castoffs are running at a multiyear low. According to 451 Research’s M&A KnowledgeBase, publicly traded tech companies like Broadcom are on pace in 2018 to print the second-fewest divestitures of any year since the recent recession. Further, our database indicates that this year will see listed tech vendors shed roughly one-quarter fewer business than the average year over the past decade.

Broadly speaking, the surge in earnings this year at tech giants and, until recently, their record-high equity prices has blunted the need for most companies to radically overhaul their businesses. Growth masks a lot of flaws. In any downturn, we would expect the pace of divestitures to pick up.

In the case of Broadcom, however, its move wasn’t so much macro-driven as it was just a case of hitting an internal target. Specifically, the chipmaker, which runs a tight ship, laid out the goal of ‘long-term adjusted EBITDA margins’ above 55% once it fully integrated CA.

There’s a fair amount of wiggle room in both the timing and financial measure of that target. But it suggests that more divestitures are coming. Most of CA’s enterprise software business doesn’t run anywhere close to the margins Broadcom has modeled. In contrast, CA’s mainframe business, which is roughly half of total revenue, throws off a ton of cash.

If we had to guess at another acquired business that Broadcom is likely taking a hard look at right now, we wonder if CA’s mid-2015 acquisition of Rally Software Development might also get unwound. (The business is now known as Agile Central.) The Agile software development shop relied on a fair amount of professional services (mid-teens percent of total revenue), which pressured margins and kept the business running in the red. Unless CA has dramatically improved the business, Rally may not make the cut.

M&A unspooked by blood-red October

by Brenon Daly

The largest software acquisition in history helped push overall tech M&A spending in October to the second-highest monthly total in the past two years. Acquirers around the world spent $72bn on 319 tech deals, according to 451 Research’s M&A KnowledgeBase. About half of the spending came from IBM’s blockbuster purchase of Red Hat just before the end of the month.

As the most significant transaction in October – and, indeed, of 2018 so far – Big Blue’s big bet on the open source software pioneer is noteworthy both in terms of scale and strategy. For starters, the $33.4bn price is as large as the second- and third-largest software deals combined, according to the M&A KnowledgeBase.

For 107-year-old IBM, its make-or-break pickup of Red Hat marks the first time the company has splashed out more than $1bn on a single acquisition in two and a half years. In that same time, however, the tech veteran has spent tens of billions of dollars on dividends and stock repurchases as it struggled to find revenue growth. For its part, Red Hat has reported 65 consecutive quarters of revenue growth.

IBM’s risky bet on the open source software provider stands out even more when we view it against the tumultuous month of October in the overall economy and, especially, the equity markets. Once-bankable investments in many of the tech industry’s main names turned blood red last month. For instance, Amazon, which secured a market value of $1 trillion in September, saw its shares plummet 20% in October alone. More broadly, the tech-heavy Nasdaq Index ended the month down roughly 9%.

Economic uncertainty and Wall Street volatility can complicate pricing for acquisitions, as well as prolong negotiations as parties sometimes revise their assumptions or recalculate their models if the outlook for the future becomes particularly cloudy. Those potential snags tend not to show up in transactions by corporate acquirers until some months later. In contrast, the impact tends to be more immediate for financial buyers, who rely more than their strategic rivals on the economically sensitive debt market to finance their deals.

Although October could very well be a blip in an otherwise record run by private equity (PE) acquirers this year in the tech industry, we would nonetheless note that buyout activity slumped notably last month. According to the M&A KnowledgeBase, PE firms in October spent just half of the monthly average of the preceding nine months of 2018.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Private equity’s upbeat healthcare prognosis

by Michael Hill

Financial sponsors are poised to set a new high in the number of healthcare IT deals, and have already invested a record amount of money. The increasing spend comes as most healthcare businesses overhaul their digital strategies, providing a temporary opening for private equity portfolio companies to land new healthcare clients.

According to 451 Research’s M&A KnowledgeBase, private equity firms have bought 77 healthcare IT companies, on pace to best 2017’s 82. In the process, they’ve spent $8.5bn in a category that has only stretched above $4bn in one other year. The striking surge in healthcare comes amid a steady cadence of increasing PE investments in vertically specific technologies, where PE acquisitions have grown every year since 2012.

Particularly in healthcare, much of the year’s surge comes from a single deal – Veritas Capital’s $4.3bn reach for Cotiviti in June. That deal valued the target, a patient-billing services provider, at 6.6x trailing revenue and a rich 20x trailing EBITDA. Those multiples are well above the broader healthcare tech market, where the median revenue multiple stands at 2.3x across all deals in the last 24 months. Still, Cotiviti isn’t alone in fetching a premium valuation from a PE firm. In April, Vista Equity Partners paid similar multiples in its purchase of healthcare BI specialist Allocate Software (M&A KnowledgeBase subscribers can see our estimate of that deal here.)

The dramatic rise in PE spend comes as healthcare companies reassess their digital investments. According to 451 Research’s Voice of the Enterprise Digital Pulse report earlier this month, nearly half (42%) of responding healthcare companies reported that they are planning and researching a digital transformation strategy. The abundance of healthcare customers in that pre-buying phase offers vendors a chance to develop new relationships that could pay out for years. However, as planning moves to execution, that opportunity will flatline.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

A bullish bet in a bearish market

by Brenon Daly

The recent rout of technology stocks didn’t actually provide much of a discount in Big Blue’s big bet on Red Hat. In the largest-ever software acquisition, IBM is valuing the open source software provider at its highest price since its dot-com-era IPO. Essentially, Big Blue had to make up Red Hat’s recent stock decline with a very generous premium. (Subscribers to 451 Research can look for our full analysis of the transaction and its implications on our website later today.)

Ahead of the announcement, shares of Red Hat had shed about one-quarter of their value just since mid-September. The stock bottomed out last week at about $117, its lowest level in a year. Under terms, IBM is paying $190 for each Red Hat share, which works out to a premium of more than 60% from the prior close. That’s about twice as rich as the typical premium in a significant software acquisition.

However, looking at the terminal value of a company relative to the market value of a company doesn’t make too much sense unless we also factor in the state of the overall market. Stock prices change every day, particularly for high-beta stocks like Red Hat. It just so happens that in recent sessions on Wall Street, virtually all of the changes have been marked in red.

In the case of Red Hat, it was riding high last summer, with shares peaking at about $177. At that level, IBM is paying a scant 7% premium on Red Hat’s market value. (That fact hasn’t been lost on plaintiff lawyers, who have already revved up their strike-suit machine to target this deal.)

Rather than comparing how IBM is valuing the company to how public market investors value the company, it’s more useful to look at how IBM is valuing Red Hat’s actual business. And by that measure, this is a pricey pairing.

IBM, which trades at less than 2x trailing sales, is valuing Red Hat at more than 10x trailing sales. That’s substantially higher than the average multiple of 6.6x trailing sales for the 10 largest software acquisitions recorded in 451 Research’s M&A KnowledgeBase.

October surprise

by Scott Denne

With almost 10 full months of the year behind us, strategic acquirers are spending more on tech companies than at any point since 2015 and with higher multiples to boot, setting the tech M&A market in pursuit of a new high. Yet the sudden stock market dip threatens to snuff out the spark that started the conflagration.

According to 451 Research’s M&A KnowledgeBase, acquisitions of technology vendors have fetched a collective $460bn, a pace that puts the annual total near 2015’s record haul of $577bn. Although a rising cadence of private equity deals has contributed to that, the bulk of the gains comes from strategic acquirers, which have so far spent $352bn picking up tech targets, reversing a two-year decline in corporate acquisitions.

Historically active tech buyers such as Adobe, Microsoft, Salesforce and SAP have all inked $1bn-plus purchases this year, while last year none of them did. Adobe has done it twice, reaching for Magento and Marketo and paying north of 10x trailing revenue for each, a mark it’s never paid before for a target with meaningful revenue. Adobe’s not an isolated case. The average revenue multiple paid by a corporate acquirer across the 50 largest deals stands at 5.8x, almost a full turn above last year’s average, according to the M&A KnowledgeBase.

A rising stock market has provided some of the impetus. In the M&A Leaders’ Survey from 451 Research and Morrison & Foerster, 71% of respondents said that the uptick in public stock prices was a ‘strong’ or ‘very strong’ factor in the surge of corporate acquisitions, rating it higher than any other factor. When we fielded that study in early October, the S&P 500, building off its gains in 2017, was up 8%. In the weeks since, it’s given back most of the year’s progress, which could dampen the historically high multiples.

Subscribers to 451 Research’s Market Insight Service can access the full report on the M&A Leaders’ Survey from 451 Research and Morrison & Foerster, a semiannual survey of tech M&A practitioners that’s now in its fourteenth edition.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

ML M&A through the ages

by Brenon Daly

For all of its status as the hot new thing, machine learning (ML) has actually been around for some time. That’s true for the technology itself, which is basically an evolution of the data mining and analytics software that have been running for decades. Likewise, it’s true for dealmaking, where companies have looked to make their businesses and products smarter by acquiring ML startups for years.

In fact, the first record in 451 Research’s M&A KnowledgeBase in which an acquirer cited the term ‘machine learning’ as part of the rationale for buying a startup goes all the way back to 2003. For history buffs, the inaugural ML print – at least in our record-keeping – belongs to Nokia, which spent $21m for Eizel Technologies in April 2003. (The then-dominant phone maker was looking to Eizel to help smooth the rendering of email and web content on its phones, which were fairly limited at the time. The iPhone wouldn’t be introduced for another four years.)

More than just a historical artifact, however, the initial ML transaction we captured is worth revisiting because the reasoning behind the decade-and-a-half-old deal getting done could very well have been on a page ripped from a pitchbook making the rounds today. Even Eizel’s valuation, which works out to roughly $1m per employee, wouldn’t be out-of-whack in an ML transaction printed now, particularly if we consider the inflation-adjusted figure of $1.4m per employee.

As exemplified in that inaugural Nokia-Eizel pairing, the strategy and structure of ML transactions haven’t changed all that much over the intervening years. What do we mean? Essentially, the deal boiled down to an established technology vendor picking up some ML technology to optimize an existing product. Further, as is often the case for these ML startups, the technology had its roots in the computer science department of a research-intensive university (Carnegie Mellon University for Pittsburgh-based Eizel).

Those two trends came together more recently, for example, in Microsoft’s reach for Semantic Machines last summer. In that deal, the software giant was seeking some smarts around ‘conversational technology’ that it could deploy on Cortana, Azure and other products, so it picked up Berkeley, California-based Semantic Machines, which had ties to UC Berkeley and Stanford.

It’s almost as if that pair of transactions – separated by half a generation, involving vastly different buyers and technology applications – were nonetheless produced by the same algorithm. For more on how the emerging trend of ML is shaping both the software industry and the M&A market, 451 Research will host a special ML-themed edition of its M&A Summit next Thursday. For more details, see our website.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Telco buys and sells

by Scott Denne

M&A activity among telcos is surging as phone, internet and wireless service providers increase both their buying and selling amid a general, though not complete, movement back toward their core markets after a streak of investments in ancillary tech sectors. Just this month alone, three carriers have unwound deals and scaled back their venture units. Still, acquisitions by carriers have hit their highest level since 2015.

According to 451 Research’s M&A KnowledgeBase, telcos have spent a collective $96bn on tech M&A this year, nearly four times the total spending among those acquirers in all of 2017. At the same time, publicly traded telcos have sold assets worth a combined $19.5bn, or twice the amount they sold in 2016 and 2017 combined.

Telstra is among the most recent sellers as it shed its $270m bet on Ooyala, a video streaming software vendor, in a sale to the company’s management. Alongside that transaction, it announced a restructuring of its venture arm, a move that reflects the recent decision by Rogers Communications to do the same. Telstra’s decision is part of a broader restructuring plan to cut costs and focus on customer service to return to growth (the Australia-based carrier’s topline declined 5% in each of the past two quarters).

Similarly, Sprint decided to divest its Pinsight Media unit in a sale to ad network InMobi. Like Telstra, Sprint is doubling down on telecom services – although in Sprint’s case, that’s taking the form of a $26.5bn sale to T-Mobile, a carrier that’s shown little appetite for moving beyond communications services. But that’s not to say that all carriers are sticking to the markets they know best.

Most notably, AT&T, following its massive $85bn pickup of Time Warner, has increased its acquisitions in digital media, ad-tech and even network security – its purchases of AppNexus and AlienVault account for more than half of the $3.6bn that telcos have spent this year on ancillary technologies. Given the recent failures of its competitors, not to mention the many abandoned forays into datacenters earlier in the decade, it’s tempting to take a dim view of bets in media and advertising.

Still, AT&T, as well as Comcast and Verizon – which made similar, earlier acquisitions in media and advertising – haven’t been the best stewards of their core businesses. There’s scant evidence to suggest that focusing strictly on their legacy business would be without its own risks. Multiple surveys by 451 Research’s VoCUL show consistently low levels of customer satisfaction among phone and TV service providers. For example, mobile services from Sprint and Verizon have trended down over the decade while AT&T has demonstrated little growth, with just 24% of customers saying they’re satisfied with the current service (only T-Mobile has posted long-term gains on that front).

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Harris’ acquisition of L3 puts 2018 on pace for a record

by Mark Fontecchio

Harris’ $15.6bn purchase of fellow defense contractor L3 Technologies brings the total deal value within striking distance of 2015’s record haul and above any other full-year total since the dot-com bubble. While an industry consolidation play from Harris may have gotten this year to that mark, this transaction looks more like the acquisitions that pushed 2015 to a record than those that are putting 2018 in contention for a new one.

In handing out $15.6bn of its stock for L3, Harris seeks increased scale to compete with still-larger defense players that include Lockheed Martin, Northrup Grumman and Raytheon. This type of large consolidation play is not without precedent for Harris – in 2015, it spent $4.8bn for Exelis, a deal that valued the target at 1.5x trailing revenue, in line with its acquisition today.

According to 451 Research’s M&A KnowledgeBase, the total value of 2018’s tech M&A market stands at $457bn, currently on pace to surpass 2015’s record haul of $577bn. Back then, consolidation among legacy telcos or aging hardware giants bolstered the annual total – that was the year Dell inked its $63bn purchase of EMC and Charter paid $57bn for Time Warner Cable.

This year’s largest deals are distinctly different. Although there’s still plenty of consolidation, including Comcast’s $39bn reach for Sky and T-Mobile’s planned tie-up with Sprint, there’s more diversity of acquirers and buying strategies beyond industry consolidation. For example, there are two venture-backed targets (GitHub and Flipkart) among the top 10, as well as two private equity purchases – not to mention Broadcom’s head-scratching $18.9bn pickup of CA, a transaction that left Wall Street puzzled.

And as more money goes into new strategies beyond consolidation, the largest deals have fetched higher multiples. According to the M&A KnowledgeBase, in the 10 largest acquisitions this year, targets fetched a median 4x trailing revenue, compared with less than 3x among 2015’s biggest.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Apple goes back to its old ways for a new reality

by Scott Denne

Despite its massive market cap, Apple rarely makes large acquisitions. With the $300m purchase of Dialog Semiconductor’s power management assets, the company inks its largest disclosed acquisition since the $3bn pickup of headphone maker Beats back in 2014. Yet today’s deal doesn’t imply the start of a new phase for Apple’s M&A program as much as a return to its old ways.

For $300m, Apple is obtaining a license to Dialog’s power management chip technology, along with 300 employees and four facilities in Europe. (As part of the transaction, it’s spending another $300m to preorder certain other products from Dialog.) Prior to buying Beats, some of Apple’s largest purchases were for suppliers, according to 451 Research’s M&A KnowledgeBase. For example, it paid $356m for biometric sensor provider AuthenTec in 2012 and $278m for microprocessor designer P.A. Semi in early 2008.

Reaching for hardware suppliers isn’t the only way Apple’s dealmaking activity is regressing. According to the M&A KnowledgeBase, it wasn’t until 2013 that the Cupertino-based computing company printed more than six transactions in a single year, although in all but one full year since then it’s done at least 10 acquisitions (in 2016, it printed eight). This year, it’s made just five.

Still, the return to the old strategy reflects a new reality for Apple – smartphones are a fully mature market, so it’s logical for Apple to turn to acquisitions that stabilize its supply chain and expand its gross margins. The most recent smartphone survey from 451 Research’s VoCUL shows that just 9.9% of respondents plan to buy a smartphone in the next 90 days, nearing the lowest second-quarter reading on record and part of a continuing downward slope in smartphone demand.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Preview: Tech M&A Summit

by Brenon Daly

Companies that have signed off on the certainly-trite-but-possibly-true adage that ‘data is the new oil’ have discovered that the analogy extends far beyond the original meaning of both of the raw materials powering vast and varied industries. Most users of both resources have inevitably found that data and oil become valuable only after they are refined. In the Information Economy, most of that refinement gets done through the application of machine learning (ML) technology.

In a recent Advisory Report, my colleague Nick Patience, who heads up 451 Research’s software practice, notes that ML is a broad collection of technologies that serve a broad collection of uses. Yet, even with the near-universal relevance of ML (who doesn’t want smarter software?), the technology is only starting to find its way into companies. In Nick’s inaugural survey of 550 IT decision-makers, just 17% said they have deployed ML technology, with most of those use cases rather narrowly defined.

At the same time, however, his survey of these tech buyers and users shows they are planning to be much more expansive and aggressive with ML. Looking ahead, roughly half of all of the respondents expect to have ML technology up and running by mid-2019, up from just one in six right now. The soaring forecast for ML implementations is unprecedented in the relatively mature software industry.

That demand has sparked a record rise in the number of ML acquisitions, as suppliers look to pick up technology that helps them get a sense of the ever-increasing piles of information that companies accumulate about their own operations, as well as their ever-expanding relationships with clients, suppliers and partners.

Already this year, buyers have announced more ML deals than any year in history, according to 451 Research’s M&A KnowledgeBase At the current rate, the M&A KnowledgeBase will record roughly 140 ML-related prints for the full-year 2018, twice the number from just two years ago.

To get smart on ML and get even smarter on doing ML deals, 451 Research will be hosting a pair of special ML-themed M&A Summits next week, with morning events held on Tuesday, October 16 in New York City and Wednesday, October 17 in Boston. To reserve your spot for the M&A Summit in New York City, simply click here, and the M&A Summit in Boston, simply click here.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.