Tag: investment banking

Signal Hill draws a bead on Updata

Brenon Daly

Contact: Brenon Daly

The aftershocks just keep reverberating across the tech banking landscape. Three months after Stifel Financial acquired midmarket bank Thomas Weisel Partners, another non-tech bank has used M&A to build up its tech advisory practice. On Tuesday, Signal Hill announced that it has purchased Updata Advisors, with all six of Updata’s bankers joining the Baltimore-based firm that has its roots in Alex. Brown.

The deal marks the fourth acquisition of a bank with at least one tech advisory credit so far in 2010. That compares to just six acquisitions in all of 2009. However, this year’s activity trails the massive consolidation we saw during the Wall Street turmoil of 2008, when no less than 14 banks – ranging from boutiques to multibillion-dollar financial giants – got snapped up.

Financial terms weren’t disclosed. But we understand that Updata’s partners rolled over their equity into Signal Hill and now hold a minority stake in the bank. Talks between the two sides played out rather quickly, just over the past three months or so. The firms are neighbors, and are relatively well-known along the mid-Atlantic seaboard. (To be clear, Updata Advisors – the M&A wing of Updata – will be moving under the Signal Hill brand, while the investment arm, Updata Partners, will continue doing business on its own.)

For Updata, the deal comes at a time when it has rung up a fair number of recent advisory credits. The boutique has five prints so far this year, including advising ChosenSecurity on its sale to PGP and PurchasingNet’s sale to Versata. Last year, Updata had sole buyside credit for Compuware’s $295m purchase of Gomez. Overall on our league table, Updata ranked 16th in 2009 and 10th in 2008 in terms of number of advised transactions.

Tech M&A in Q2: A clear record, but cloudy outlook

Brenon Daly

Contact: Brenon Daly

At the beginning of June, we noted that spending on tech deals in the second quarter was tracking to hit its highest quarterly level since the Credit Crisis erupted two years ago. And with the second quarter set to end later today, the period will indeed set a record, thanks largely to the return of big buyers. On a preliminary basis, we tallied $62bn worth of transactions in the April-June period. That’s basically 10% higher than the previous record, and fully twice the spending that we saw in the first three months of the year.

The new spending record – at least it’s a record in the world of the ‘new normal’ – comes despite some ominous growls from a bear market. The Nasdaq shed 10% of its value in the second quarter, finishing both May and June solidly in the red. For the past six weeks, the index has basically been lower than where it started the year.

Despite a long-standing correlation between the equity markets and M&A, spending on deals has picked up as the Nasdaq has dipped. However, where the correlation has stayed true is in the number of transactions. Activity has slowed virtually each month of the year, hitting its lowest level for 2010 in June. In fact, the monthly totals for each of the three months of the second quarter were lower than the lowest monthly total in the first quarter.

2010 activity, monthly

Month Nasdaq return Deal volume Deal value
January (5%) 296 $5bn
February 4% 278 $8.3bn
March 8% 273 $17bn
April 2% 252 $21.1bn
May (8%) 269 $19.7bn
June (5%) 249 $21.2bn

Source: The 451 M&A KnowledgeBase

IPO woes

Brenon Daly

Contact: Brenon Daly

For the second straight time, a tech company hoping to come to market has scaled back the money it planned to raise. TeleNav, which started trading Thursday, originally planned to sell shares at $11-13. The mobile navigation service vendor then cut the range to $9-10 before ultimately pricing its seven-million-share offering at $8. The erosion on TeleNav’s terms comes two weeks after Convio also had to reduce the price tag on its IPO.

Of course, in the period between the two IPOs we saw an almost inconceivable market plunge that erased 1,000 points from the Dow Jones Industrial Average in just five minutes. (OK, the collapse might not be inconceivable, but it is proving to be inexplicable. Was it the black-box, high-velocity firms or just a bunch of ‘fat-fingered traders’ that bled the Dow last Thursday?) And while that uncertainty continues to weigh on the overall market, it’s basically stifling the IPO market. After all, if investors are fleeing from billion-dollar companies that are household names, are they really going to embrace unknown and unproven would-be debutants?

But as we note in a new report on the IPO market, Wall Street – as it often does – appears to have swung too far in its avoidance of risk. Investors have been demanding a ridiculously steep discount on the valuations of the companies that want to come public. Take the case of TeleNav, which closed its initial day of trading with a market cap of just $400m. If we back out the cash that TeleNav already held ($46m) along with the cash that it just raised ($45m), the company starts its life on Wall Street with an enterprise value of just $310m. By our back-of-the-envelope calculation, that’s just 2 times sales and 5 times cash flow – a slap-in-the-face valuation for a profitable company that’s growing sales at 50%.

When we look at the capital markets today, we aren’t particularly concerned with the day-to-day trading. Stocks go up and stocks go down, just as risk in the market (real or perceived) ebbs and flows. Nonetheless, it’s hard to look at the tech IPO market and not be struck by the fact that companies are putting together smaller offerings and debuting at notably lower valuations than they would have in the time before the US economy slumped into its worst decline since the Great Depression. And we don’t see that changing anytime soon.

Recent tech IPO events

Date Company Comment
May 2010 TeleNav Cuts expected range, and then prices below it
April 2010 Convio Prices below range, goes public at sub-$200m market cap
April 2010 SPS Commerce Debuts at sub-$200m market cap
April 2010 IntraLinks Files for $150m IPO, the third time it has filed an S-1
April 2010 QlikTech Files for $100m IPO
April 2010 Nexsan Postpones $55m IPO after setting initial range

Aftershocks on the tech M&A banking landscape

Brenon Daly

Contact: Brenon Daly

In our report on the 2009 league table, we noted that Wall Street had been rocked by an earthquake in 2008 but that the smaller aftershocks were continuing to ripple across the tech banking landscape. Another one of those was felt Monday, when Thomas Weisel Partners agreed to sell itself to a rather old-line institution, Stifel Financial, for around $300m in stock. The deal, which is slated to close this quarter, would add TWP’s investment banking business, with its focus on tech, healthcare and alternative energy, to Stifel, which is known more for its transactions involving financial institutions and real estate.

In 2008, we counted 11 acquisitions of firms involved with tech M&A, including powerhouses such as Bear Stearns, Lehman Brothers and Merrill Lynch. The number of deals in 2009 dropped, as did the size of them. There were just five purchases of investment banks with tech practices last year, including the pickup of Cowen and Co by hedge fund Ramius Capital and Raymond James & Associates’ acquisition of Lane, Berry & Co.

As we look at the league table, we’re struck by the fact that Stifel is adding a pretty busy tech advisory shop by buying TWP. (If you would like a copy of our 2009 league table report, just email me.) Last year, TWP finished tied for 12th place (with Citigroup) in terms of the number of IT transactions that it worked on. On a pro forma basis, adding Stifel’s four deals to the 10 that TWP banked would put the combined entity at 14 IT transactions, tied for fifth place.

If anything, TWP has picked up its pace this year. It has already worked on five deals worth more than $1.2bn, including sole sell-side credit on the pending $755m sale of Phase Forward to Oracle. Additionally, it’s been arguably the most-active midmarket underwriter of tech IPOs. TWP is sole bookrunner for offerings from SciQuest as well as SPS Commerce, which was one of the few IPOs last week that actually finished above water. It is also co-lead on Tangoe, which filed earlier this month, and Convio, which is slated to price this week.

A new jersey for Thomas Weisel

Brenon Daly

Contact: Brenon Daly

As a former national cycling champion, Thomas Weisel undoubtedly knows there are races where you can break away from the pack and stick a winning move all the way to the line. And then there are races where no matter how hard you try to turn the pedals, the peloton just swallows you up and drags you home to an undistinguished placing. If Weisel’s first sale of his investment bank is the former, then the sale of his namesake bank announced today is, arguably, the latter.

Back in mid-1997, Weisel sold Montgomery Securities for $1.2bn in cash and stock to NationsBank, which is now known as Bank of America. On Monday, Weisel sold Thomas Weisel Partners for just one-quarter that amount. Stifel Financial will purchase TWP for around $300m in stock. (Shares of Stifel dipped slightly on the announcement, shedding 4%.) The deal is expected to close this quarter.

To be sure, the proposed combination makes a ton of sense. It adds TWP’s investment banking business, with its focus on tech, healthcare and alternative energy, to Stifel, which is known more for its deals involving financial institutions and real estate, among other areas. Furthermore, the combined company would have research coverage on more US public companies than any other Wall Street firm. On paper, TWP brings a focus on the New Economy that Stifel has been missing, even as the St. Louis-based firm gobbled up other parts of the banking business over the past half-decade.

But for TWP and its founder, the sale probably comes up a bit short of what had been imagined when the bank opened its doors in 1999. (Of course, that’s probably true for any venture launched in that era, when all the charts went up and to the right in uninterrupted lines.) More recently, shares of TWP spent much of 2010 trading below book value. Since Wall Street was hardly willing to assign any value to the firm, the sale of TWP at an eye-popping premium of about 70% is probably not a bad exit. Who knows, maybe with the change of jersey, the ultra-competitive Thomas Weisel can get back on the podium.

Talk was cheap in 2009

Brenon Daly

Contact: Brenon Daly, Thomas Rasmussen

We are currently tallying up deal credits for our annual league tables. Although we’re still a few weeks away from revealing our overall rankings of the investment banks, we have pulled out a couple of interesting trends. One observation that underscores just how brutal M&A was last year is that the premium valuation that sellers typically garnered by using an adviser got all but erased in many sectors. Overall, the numbers make it indisputably clear that 2009 was a buyer’s market.

The specific valuations vary across sectors, but the software industry stands as fairly representative of this trend. In 2007, selling companies that used an adviser garnered, on average, 3.3 times trailing 12-month (TTM) sales while selling companies that didn’t use an adviser received 2.1x TTM sales. The gulf narrowed in 2008 (2.4x TTM sales for advised deals vs. 1.9x TTM sales in transactions without advisers), and essentially disappeared last year (1.4x TTM sales for advised deals vs. 1.3x TTM sales in transactions without advisers). Again, we don’t think the trend reflects the quality or value of sell-side investment banking advice as much as it indicates how few buyers were actually in the market last year. After all, it doesn’t matter how silver-tongued investment bankers may be if they’re speaking to empty chairs around the negotiating table.

Deals on the rebound

Brenon Daly

Contact: Brenon Daly

More than 100 people dialed into our webinar earlier today, joining us in a discussion of whether the tech M&A rebound is real. And while not everyone agreed that deals will flow smoothly – and voluminously – in 2010, there was a shared sense that the M&A recession of 2009 has mostly lifted. Still, a rebound is one thing, while recovery is something else entirely.

We have definitely seen the pace of dealmaking pick up so far in 2010. We noted earlier that we tallied 60% more deals in the first workweek of this year than during the same period last year, and both tech investment bankers and corporate development executives have forecast a busier year for M&A in 2010. If you’d like to get a copy of our slides from this morning’s webinar, send us an email.

Tech bankers: Business is back

Brenon Daly

Contact: Brenon Daly

Every year, we survey our investment banking contacts to get a sense of what they anticipate for both their business and the overall technology M&A market in the coming year. The results this year seem to fully indicate that the recession that flattened business – and entire institutions – in 2009 will give way to a busier and more vibrant dealmaking market in 2010. Bankers projected that activity will pick up across virtually every part of the business, including the IPOs and private equity buyouts that had all but disappeared this year.

Altogether, the results show a stunning turnaround from our previous survey. (See our report on last year’s survey.) Of course, 2008’s survey went out when the Nasdaq was trading around 1,550 amid the historic upheaval and blood-letting on Wall Street caused by the credit crisis. As devastating as the crisis seemed at the time, it has actually turned out to be a boon for most. More than half of the bankers responded that those unprecedented changes actually boosted their firm’s opportunities – and they expect to be hiring to handle the additional work they see coming in 2010.

The main reason why the banks see the need to hire is that business has recovered dramatically. When we asked bankers to gauge their current pipeline compared to where it was at this time last year, the recovery was striking. Two-thirds said the dollar value of mandates on the deals they are currently working on is higher than it was in late 2008. In the 2008 survey, half of the bankers said their pipeline was drier. Look for our full report on the survey in tonight’s 451 Group MIS sendout.

Change in number of formal tech mandates

Pipeline volume 2006 2007 2008 2009
Increase 84% 70% 39% 67%
Increase 25% or more 58% 31% 9% 39%
Decrease 4% 13% 34% 19%

Source: Annual 451 Tech Banking Outlook Survey

Starent gets a bit more pop than most Cisco buys

Brenon Daly

Contact: Brenon Daly

Announcing its second multibillion-dollar acquisition in as many weeks, Cisco Systems said Tuesday that it will hand over $2.9bn in cash for Starent Networks. The pickup comes just after the networking giant’s reach across the Atlantic for Norwegian videoconferencing vendor Tandberg. Cisco is paying $3bn in cash for Tandberg. Both of the October purchases are expected to close in the first half of 2010.

As many echoes as there are between this pair of recent deals, there’s one significant difference: Cisco is paying a premium on Starent’s stock price that’s substantially higher than what it paid for Tandberg. In fact, Cisco is paying nearly twice the premium for Starent than it has paid in its other recent purchases of public companies. The bid of $35 for each Starent share represents a 42% premium over the closing price 30 days ago for shares of the wireless infrastructure provider. That compares to a 27% premium for Tandberg, a 21% premium for WebEx Communications and a 23% premium for Scientific-Atlanta. (All of those calculations are based on the closing prices of the shares of the target 30 days prior to the acquisition, which we feel is a more accurate snapshot of the company than the previous day’s closing price.)

And a final echo in today’s acquisition of previous Cisco deals: the advisers. Barclays Capital worked for Cisco, while Goldman Sachs Group banked Starent. That’s the same banks on the same sides as Cisco’s pickup of WebEx two-and-a-half years ago. Of course, that was before Barclays acquired Lehman Brothers, which actually got the print.

Nuance adds to a shrinking business

Brenon Daly

Contact: Brenon Daly

The latest acquisition by serial shopper Nuance Communications is a bit of a blast from the past. On Monday, Nuance said it will hand over $54m in equity for eCopy in a move that bolsters its imaging business unit. (Revolution Partners banked eCopy while Needham & Co advised Nuance, as it did in the company’s purchase of SNAPin Software a year ago.) The pickup of eCopy, however, snaps a string of deals that Nuance has used to build out its mobile and healthcare business lines.

If you didn’t realize that Nuance had an imagining unit, you could be forgiven. Although the company has its roots in that technology, it has largely left that market behind. (The current Nuance is actually the product of a mid-2005 marriage of Nuance Communications and ScanSoft, the name of which should give you some idea of its business.) In fact, through the first three quarters of the current fiscal year, the imaging unit represents just 7% of Nuance’s total revenue.

And that slice is only getting smaller. So far this fiscal year, sales in the imaging unit shrank a staggering 20%, while the vendor’s other two divisions (mobile and healthcare) both grew and overall revenue rose 12%. Since the imaging business appears to be little more than an afterthought inside Nuance, we’re surprised to see the company double down on the unit with the eCopy acquisition. That’s actually a reversal of the direction of deal flow at the division that we would have suspected. We could certainly see a situation where Nuance divests its imaging business, ditching its past and focusing on mobile and healthcare for future growth.