What do the ‘latent take-unders’ on Wall Street mean for startups?

by Brenon Daly

Either the acquirers of big tech companies on US exchanges are getting steals right now or Wall Street got duped last year. We say that because a majority of the public companies that have been acquired so far this year have signed off on deals – including takeover premiums – that value them at lower prices than they achieved on their own in 2015.

To put some numbers on the trend of latent ‘take-unders,’ we looked at the 13 tech vendors in 2016 that got erased from the NYSE or Nasdaq in deals valued at $500m or more, according to 451 Research’s M&A KnowledgeBase. In eight of the 13 transactions, companies sold for prices below their 52-week highs, with just five coming in above those levels. (We would note that while US equity indexes have whipped around a bit, they are basically flat over the past year.) Among the vendors that have tacitly agreed they are worth less now are TiVo, Polycom, Lexmark and Cvent.

Because of liquidity, public market valuations adjust far more quickly and visibly than private market valuations. We tend not to hear much about the ‘down-round’ sale of a startup. And yet, those discounted deals are coming, according to the recent M&A Leaders’ Survey from 451 Research and Morrison & Foerster. A record two-thirds of the dealmakers (64%) we surveyed said private companies were likely to get sold for less during the remaining months of 2016 than they would have in the same period last year.

Startup valuation outlook

Survey: After years of big plans and big buys, tech acquirers signal a slowdown

After pushing M&A spending to a 15-year high last year, a record number of tech acquirers have indicated that they will be stepping out of the market in 2016. For the first time in the four-year history of the M&A Leaders’ Survey from 451 Research and Morrison & Foerster, the number of respondents forecasting an uptick in acquisition activity only slightly exceeded the number saying they would be cutting back on their shopping. That’s a significant deterioration in M&A sentiment compared with past surveys, which, on average, have seen more than four times as many respondents project an increase than a decrease.

In our late-April survey, fully one-third (33%) of respondents said they would be slowing their acquisition activity over the next six months, compared with just 38% who reported that they would be accelerating their M&A program. Taken together, the responses mark the most bearish tone ever from our respondents, who represent many of the most well-known buyers in the tech industry as well as their advisers. In our previous surveys, the average forecast has been overwhelming bullish, with more than half of respondents (55%) anticipating an acceleration in activity and only 13% saying the opposite. (Subscribers to 451 Research can see our full analysis of the M&A Leaders’ Survey.)

 

2016 MA outlook

What happened to Alphabet’s M&A bets?

Contact: Brenon Daly

As part of an effort to provide more strategic focus as well as financial transparency, Google reorganized and renamed itself Alphabet last October. In the half-year since that change, the company has lived up to the ‘alpha’ part of its new moniker, handily outperforming the Nasdaq, which is flat for the period. But when it comes to ‘bet,’ it hasn’t been placing nearly as many M&A wagers as it used to.

So far in 2016, the once-prolific buyer has announced just two acquisitions, according to 451 Research’s M&A KnowledgeBase. That’s down substantially from the average of six purchases that Google/Alphabet has announced during the same period in each of the years over the past half-decade. (Nor do we expect this year’s totals to be bumped up by Google buying Yahoo, as has been rumored. That pairing would roughly be the sporting world’s equivalent of the Golden State Warriors nabbing the Los Angeles Lakers.)

The ‘alpha’ part of Alphabet is, of course, the Google Internet business, which includes the money-minting search engine, YouTube, Android and other digital units. This division generates virtually all of the overall company’s revenue and is the primary reason why Alphabet is the second-most-valuable tech vendor in the world, with a market cap of over a half-trillion dollars. For more on the company’s progress in dominating the digital world, tune in on Thursday for its Q1 financial report and forecast.

Google/Alphabet M&A

Period Number of announced transactions
January 1-April 18, 2016 2
January 1-April 18, 2015 6
January 1-April 18, 2014 8
January 1-April 18, 2013 4
January 1-April 18, 2012 4
January 1-April 18, 2011 8

Source: 451 Research’s M&A KnowledgeBase

Will Zuora play in Peoria?

Contact: Brenon Daly

Like several of its high-profile peers, Zuora is trying to make the jump from startup to grownup. That push for corporate maturity was on full display this week at the company’s annual user conference. Sure, Zuora announced enhancements to its subscription management offering and basked in the requisite glowing customer testimonials at its Subscribed event. But both of those efforts actually served a larger purpose: landing clients outside Silicon Valley. In many ways, the success of Zuora, which has raised a quarter-billion dollars of venture money, now hinges on the question: ‘Will it play in Peoria?’

When Zuora opened its doors in 2008, many of its initial customers were fellow startups, which were already running their businesses on the new financial metrics that the company not only talked about but actually built into its products. Both in terms of business culture and basic geography, Zuora’s deals with fellow subscription-based startups represented some of the most pragmatic sales it could land. But as the company has come to recognize, there’s a bigger world out there than just Silicon Valley. (As sprawling and noisily self-promoting as it is, the tech industry actually only accounts for about 20% of the Standard & Poor’s 500, for instance.) We have previously noted Zuora’s efforts to expand internationally.

As part of its attempt to gain a foothold in the larger economy, the company is reworking its product (specifically, its Zuora 17 release that targets multinational businesses) as well as its strategy. That might mean, for instance, Zuora going after a division of a manufacturing giant that has a subscription service tied to a single product, rather than just netting another SaaS vendor. Sales to old-economy businesses tend to be slower, both in terms of closing rates as well as the volume of business that gets processed over Zuora’s system, both of which affect the company’s top line.

In terms of competition, the expansion beyond subscription-based startups also brings with it the reality that Zuora has to sit alongside the existing software systems that these multinationals are already running, rather than replace them. Further, some of the providers of those business software systems have been acquiring some of the basic functionality that Zuora itself offers. For example, in the past half-year, both Salesforce and Oracle have spent several hundred million dollars each to buy startups that help businesses price their products and rolled them into their already broad product portfolios.

Zuora has attracted more than 800 clients and built a business that it says tops $100m. As the company aims to add the next $100m in sales with bigger names from bigger markets such as media, manufacturing and retail, its new focus looks less like one of the fabled startup ‘pivots’ and more like just a solid next step. Compared with a company like Box – which started out as a rebellious, consumer-focused startup but has swung to a more button-down, enterprise-focused organization that partners with some of the companies it used to mock – Zuora is facing a transition rather than a transformation.

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

That giant sucking sound on Wall Street

Contact: Brenon Daly

After a hard freeze last winter, there are signs of new growth on Wall Street this spring, with a pair of tech startups reportedly soon set to join the ranks of US public companies. After more than three months of silence, both SecureWorks and Nutanix have recently updated their IPO paperwork and have indicated that their offerings are back on track. In a more receptive market, the two companies would already be public by now. (Assuming that Nutanix does indeed debut, for instance, it will have been on file with the SEC more than twice as long as Pure Storage, which went public last fall.)

The offerings would also come after a quarter in which startups were shut out of the public market. Not a single tech vendor went public in Q1, the first time that has happened since the recession years. (451 Research subscribers: See our full report on Q1 activity, including the IPO shutout and the implications on the tech M&A market.)

Yet, even if SecureWorks and Nutanix do manage to join the public market, the new arrivals will do little to offset the number of tech companies leaving the public ranks. Already this year, we’ve seen 16 firms erased from the Nasdaq and NYSE exchanges, according to 451 Research’s M&A KnowledgeBase. (To be clear, we are including only full acquisitions, and excluding divestitures.) The departures have ranged from household names (Ingram Micro, ADT) to somewhat faded businesses (LoJack, LeapFrog). Altogether, the announced transactions for public companies have siphoned off nearly $32bn of value from the two main US exchanges.

The net outflow of tech firms from the US exchanges is, of course, nothing new. (In 2015, according to the M&A KnowledgeBase, 79 tech companies got erased.) But it stands out all the more this year as – thus far – there haven’t been any offsetting offerings. And even as SecureWorks, Nutanix and others work their way toward a listing, other vendors are looking like they could very well get pushed off of Wall Street. Both Citrix and Qlik have drawn interest from a hedge fund with a record of pushing businesses to sell.

Projected number of tech IPOs

Period Average forecast
December 2015 for 2016 19
December 2014 for 2015 33
December 2013 for 2014 29
December 2012 for 2013 20
December 2011 for 2012 25
December 2010 for 2011 25
December 2009 for 2010 22
December 2008 for 2009 7
December 2007 for 2008 25

Source: 451 Research Tech Corporate Development Outlook Survey

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For tech IPOs in Q1, it’s a startup shutout

Contact: Brenon Daly

Call it a startup shutout. Not a single tech company went public in the just-completed first quarter, marking the first time since the recent recession that we haven’t seen a tech IPO in a quarter. The lack of tech offerings so far this year stands out even more when we consider the dozens of startups in recent years that have indicated – either directly or indirectly – that they are of a size and mind to go public.

Consider the plight of one of the two tech vendors that recently revealed its IPO paperwork, Nutanix. The fast-growing provider of hyperconverged infrastructure officially filed its IPO prospectus, which was supported by no fewer than a dozen underwriting banks, in late December and fully planned to debut in Q1. And yet, despite all of the time, effort and expense in putting together the paperwork to go public, Nutanix remains private. The company hasn’t even updated its original filing from three months ago. (For comparison, SecureWorks filed its paperwork shortly before Nutanix and rather belatedly amended its filing in March, and is expected to launch its offering in April.)

Meanwhile, the other exit available to startups – an outright sale – isn’t looking like the richly rewarding process it once was. Sure, Jasper Technologies enjoyed a 10-digit exit to Cisco in early February. But we would point out that no other VC-backed tech startup has sold for more than $400m so far this year. Rather than Jasper’s exit, we might highlight a pair of other transactions involving IPO wannabes as far more representative of the current environment.

Take the case of Yodle. The digital marketing firm had been on file to go public since 2014, but hadn’t updated its original filing. Instead of dusting off its prospectus, it accepted a relatively low bid of $342m, or 1.6x sales, from hosting provider Web.com in February. Or even consider the sale of iSIGHT Partners to FireEye in February for $200m upfront plus an addition $75m earnout. According to our understanding, the $200m upfront is only slightly more than the company’s valuation in its funding a year ago. Around the time of the funding, iSIGHT had been indicating that it planned to debut either in 2016 or 2017.

451 Research subscribers can view our analysis of the recent IPO and M&A activity and our outlook for the rest of 2016 in our Q1 report, which will be on our website later today and in tomorrow’s 451 Market Insight.

Projected ‘competition’ from IPOs for target companies

Year More competition About the same Less competition
December 2015 for 2016 13% 36% 51%
December 2014 for 2015 26% 46% 28%
December 2013 for 2014 46% 34% 20%
December 2012 for 2013 15% 38% 47%
December 2011 for 2012 33% 42% 25%

Source: 451 Research Tech Corporate Development Outlook Survey

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Tech M&A begins its slide from the peak

Contact: Brenon Daly

After hitting a high-water mark last year, tech M&A activity has started 2016 by receding to a more normal level. Total spending on tech, media and telecom (TMT) deals across the globe in the just-completed first quarter hit $72bn, according to 451 Research’s M&A KnowledgeBase. That is only slightly more than half the average quarterly level in 2015’s record run but is roughly in line with the quarterly average from the two years leading up to the boom. Meanwhile, deal flow continued strong, with the number of January-March transactions topping 1,000 for the seventh consecutive quarter.

However, in keeping with the sense that the M&A market has moved into its post-peak phase, there have been a lot of low-multiple deals since the start of the year. One extreme example: Ingram Micro. The tech distribution giant – which, admittedly, runs at a distressingly low 1% operating margin – will put up more than $40bn of sales, but sold for just $6bn to a Chinese conglomerate in mid-February. Elsewhere, massive divestitures by both Dell and Lockheed Martin each went off at about 1x revenue.

Even viewed more broadly, valuations are getting squeezed. According to the M&A KnowledgeBase, the average multiple for the 10 largest transactions so far this year came in at just 2.3x trailing sales, which is at least a full turn lower than the average multiple at the top end of the market in any of the previous three years. In the 20 largest deals announced so far in 2016, just one has commanded a valuation greater than 8x trailing sales. Incidentally, that transaction (Cisco’s $1.2bn reach for Internet of Things platform provider Jasper) also stands as the largest VC-backed exit in Q1 by a large margin. The second-largest price paid recently for a portfolio company was just $400m.

Obviously, some of the pressure in the M&A market simply reflects the pressure in the equity market, which suffered through a short but sharp decline at the start of the year. (In the first six weeks of 2016, the Nasdaq plummeted almost 15%, with indexes from other exchanges around the world recording double-digit percentage declines during that period as well.) That bear market – along with one of the tightest credit markets, particularly for high-yield debt, in recent memory – has had more than a few dealmakers scrambling to recast prices and restructure terms to get acquisitions closed. Although most of the indexes recovered at least some or all of the early 2016 losses, the whipsawing stock market has nonetheless complicated pricing acquisitions, which could slow the rate of M&A in the coming months as well as put further pressure on valuations.

Recent quarterly deal flow

Period Deal volume Deal value
Q1 2016 1,020 $72bn
Q4 2015 1,052 $184bn
Q3 2015 1,162 $85bn
Q2 2015 1,074 $208bn
Q1 2015 1,040 $121bn
Q4 2014 1,028 $65bn
Q3 2014 1,049 $102bn
Q2 2014 1,005 $141bn
Q1 2014 854 $82bn
Q4 2013 787 $64bn
Q3 2013 859 $73bn
Q2 2013 760 $48bn
Q1 2013 798 $65bn
Q4 2012 824 $65bn
Q3 2012 880 $39bn
Q2 2012 878 $44bn
Q1 2012 920 $35bn

Source: 451 Research’s M&A KnowledgeBase

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

What is Charles Darwin doing at this year’s RSA Conference?

Contact: Brenon Daly

In addition to the Pollyanna marketers and go-getter executives that make up most of the attendees at the RSA Conference, there will also be a slightly more unsettling figure looming around the security industry’s marquee event: Charles Darwin. No, the long-dead scientist won’t be actually docking his ship, HMS Beagle, on the San Francisco waterfront to attend next week’s confab. But Darwin’s seminal theory about ‘natural selection’ is going to be one of the more visible – if unacknowledged – themes at this year’s RSA Conference. Bluntly put, some of the 500 companies and sponsors that help put on this year’s event won’t be around when RSA opens the doors on future conferences. (451 Research subscribers, see our full preview of this year’s RSA Conference.)

This isn’t to say that the RSA show floor is somehow going to turn into a killing ground. Rather than viewing it cinematographically, we view it clinically. The RSA Conference is nothing more than a petri dish of organisms that, until now, have had ideal conditions to evolve and reproduce. In the months leading up to this year’s gathering, however, those life-sustaining conditions have deteriorated to the point where some of the organisms will not survive. The weak will be ‘selected out’ – a process that in some ways is overdue in the crowded information security market.

We’re already seeing some of that pressure come through in infosec M&A. Consider the contrast between the two largest acquisitions by FireEye, which has served as a convenient bellwether for the next-generation infosec vendors. Two years ago, it spent almost $1bn, more than 10x trailing sales, for incident response firm Mandiant. Last month, it handed over just $200m upfront for iSIGHT Partners, valuing the threat intelligence specialist at half the multiple it paid for Mandiant. Further, according to our understanding, iSIGHT garnered only a slight uptick in valuation in its sale compared with its valuation in a funding round announced a year earlier. The return can still be boosted, provided iSIGHT hits the targets of a $75m earnout. But even including the additional kicker, it’s still a relatively modest exit for a company that as recently as last year had positioned itself in the IPO pipeline.

That bearishness might not come through on the RSA Conference show floor or even in the afterhours cocktail parties next week. But long after the booths are packed up and the drinks have stopped flowing, infosec startups will have to get back to business. And what they are likely to find is that business for the rest of the year is going to get a whole lot tougher as buyers and backers hold much more tightly onto their life-sustaining purchases and investments, respectively. To help adapt to that new environment, startups might be well served to tuck a copy of Darwin’s On the Origin of Species into their RSA Conference swag bag and look for some pointers on how to make it through the upcoming selection cycle in the infosec industry. See our full report.

CW infosec spend 2016

Now available: 451 Research’s 2016 M&A Outlook

Contact: Brenon Daly

Every year in our M&A Outlook, 451 Research looks ahead and highlights a number of the most significant trends that are expected to shape acquisition activity and valuations for key IT sectors in the coming year. All of the transaction data comes from 451 Research’s M&A KnowledgeBase , while the outlook and predictions for acquisition activity within the specific sectors come from extensive research and forecasts from the more than 100 analysts at 451 Research – who, collectively, will write about 4,500 reports this year on the strategy, innovation and financial events at the companies they cover. The 80-page report, which is our version of an M&A playbook, is now available for download.

In addition to highlighting many of the major trends in their sectors, 451 Research’s analysts also put specific names to the strategy by speculating on deals that could get printed this year. (Altogether, our 2016 M&A Outlook maps nearly 250 potential target candidates to broader themes, including 50 specific parings. Two of the companies we highlighted as attractive acquisition candidates have already been snapped up since we finished writing our forecasts.) In the same vein, our analysts also put forth almost 50 companies that we think are of a size and mind to go public in 2016, even as the IPO market remains a rather inhospitable place.

Similar to overall 451 Research coverage, the 2016 M&A Outlook covers activity from the datacenter all the way out to the device, not only offering insight on the technology developments in each of those sectors, but also bringing a financial consideration to the transactions. The 2016 M&A Outlook report opens with an overview of the tech M&A market, including activity of both corporate and financial acquirers, the valuations they are paying (and expect to pay) as well as what broad forces are likely to shape deals in the coming year. Following that, we feature specific reports from seven sectors: software; systems and storage; information security; enterprise mobility (including the Internet of Things); hosting and managed services; networking; and DCT and eco-efficient IT. Download the full 2016 M&A Outlook.MAO 2016 cover

For now, VC is still flowing — but what happens when it doesn’t?

Contact: Brenon Daly

For the most part, the venture capital industry seems like it hasn’t changed the calendar and still thinks it’s the ‘up and to the right’ year of 2015. Firms are still writing checks for amounts that, until a few years ago, only came from public market – rather than private market – investors. (Datadog raising almost $100m earlier this week, for instance.) And, even though there have been only a smattering of successful $1bn VC-backed exits in recent years, firms are still bidding up funding rounds for startups, and continuing to create ‘unicorns.’ (Anaplan crossed that threshold in a round announced earlier this week.)

That is unlikely to continue in 2016, at least according to a majority of tech investment bankers, many of whom have worked on private and public fundraising. In our survey last month, more than half of the tech investment bankers forecast that venture funding will get tighter in 2016 than it was last year. That stands as the most bearish outlook since the recession, coming in twice the level of bankers that said VC dollars will be less available in our previous survey.

If indeed venture firms start keeping their money in their own bank accounts – rather than investing it in entrepreneurs – that could well put startups under pressure, resulting in slower growth rates and lower valuations for those that survive tighter times as well as dramatic flameouts for those that don’t. Not to be too ominous, but recall how business contracted in 2008-2009 when debt – which, like equity, is oxygen for many companies – was no longer widely and easily available.

Of course, quite a few VCs recognized how the broad economic recession during the credit crisis could weigh on the tech industry. (Sequoia Capital posted its famous ‘RIP: Good Times’ slides in October 2008 as a cautionary forecast for its portfolio companies.) Similarly, a few VCs have recently sounded off that valuations have gotten ahead of themselves and that startups need to watch their spending more closely.

But for the most part, that message of fiscal responsibility has only started to get through to executives and their backers. Most money-burning startups continue to run their businesses as if there’s an inexhaustible supply of money. Triple headcount in a year? Sure, if a company can find enough warm bodies. Spend three times more on sales and marketing than the revenue that effort brings in? No reason not to as long as companies are valued on growth. But at some point this year, startups will almost certainly have to make different decisions than they’ve made up to now.

Projected change in availability of VC funding for startups

Year More available The same Less available
December 2015 for 2016 7% 36% 57%
December 2014 for 2015 36% 40% 24%

Source: 451 Research Tech Investment Banker Survey

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