Category: investment banking

Late-cycle tech M&A late in the year

Brenon Daly

Contact: Brenon Daly

As 2016 winds down, the deals so far this month are looking a little tired as well. At the top end of the market, December’s prints have been dominated by classic late-cycle M&A, with well-established buyers such as telcos and private equity (PE) firms consolidating a number of mature sectors. Since the start of the month, tech and telecom acquirers have spent $35.1bn on 204 transactions around the world, according to 451 Research’s M&A KnowledgeBase.

Nearly half of this month’s total spending has come in a single deal: 21st Century Fox’s reach for British entertainment communications provider Sky. (It paid $14.8bn for the 61% stake of Sky that it didn’t already own.) In many ways, that old-line consolidation set the tone for dealmaking this month, which was characterized by conservative strategies and valuations. Other similar large transactions in December have included Equinix’s $3.6bn pickup of 29 datacenters from Verizon, Golden Gate Capital’s $1.8bn take-private of Neustar and Blackstone Group’s sale of Optiv Security to fellow PE shop KKR.

The valuation of these acquisitions underscores the fact that December dealmaking has featured more ‘value’ than ‘growth’ strategies. All five of this month’s biggest deals have gone off at less than 4.4 times trailing sales, which is the average multiple for the 50 largest transactions announced overall in 2016, according to the M&A KnowledgeBase. On average, buyers in December have paid 3.3x trailing sales, a full turn lower than they did in the previous months of the year.

2016 tech M&A activity, monthly

Period Deal volume Deal value
December 1-22 2016 204 $35.1bn
November 2016 272 $38.2bn
October 2016 323 $82bn
September 2016 298 $30bn
August 2016 304 $31.2bn
July 2016 339 $93.9bn
June 2016 383 $67bn
May 2016 328 $22.4bn
April 2016 348 $20.7bn
March 2016 339 $23.9bn
February 2016 322 $28.3bn
January 2016 383 $20.9bn

Source: 451 Research’s M&A KnowledgeBase

Despite favorable winds, few tech startups set sail to Wall Street

Brenon Daly

Contact: Brenon Daly

Calm seas and favorable winds usually encourage ships to launch onto the open ocean, but that hasn’t been the case for tech startups. The number of enterprise-focused companies that have set sail to Wall Street this year is once again mired in the single digits. That’s a disappointment given the abundant IPO-ready tech vendors and a bullish investor base that has pushed the broader US equity market to record levels in 2016.

By our count, just eight enterprise tech firms have made it public on the two major US exchanges so far this year, matching the total from 2015. The flatlining IPO total comes as US equity markets this year have vastly outperformed last year, while overall volatility has remained relatively muted. The lackluster tone for 2016 started early, with not a single tech company making it public in Q1. That marked the first quarterly shutout for tech IPOs since the end of the recent recession.

After a mini-bear market on Wall Street in the first quarter, both the Dow Jones Industrial Average and the S&P 500 moved into the green and haven’t slipped back since. (The Nasdaq took another quarter to get above water, but has been solidly positive since last summer on its way to posting what looks set to be a gain of just under 10% this year.) These advances have come as market uncertainty – as measured by the CBOE Volatility Index, or VIX – has stayed at historically low levels, spiking only in short-term reaction to the unexpected outcomes of June’s Brexit vote and the US presidential election in November.

Against this relatively welcoming backdrop, tech startups nonetheless passed on going public, and instead opted for M&A. We saw that this year from companies that had formally revealed their IPO plans (Blue Coat and Optiv were both acquired out of registration) as well as vendors that we had assumed were at some stage of IPO preparation (ServiceMax and Jasper Technologies).

As to where that leaves the IPO market for 2017, we’re currently surveying senior investment bankers and, separately, corporate development executives to get their outlook for new offerings next year. If you would like to participate in our annual survey, please email us and we will send you the correct survey for your thoughts on the IPO market as well as the M&A outlook for the coming year.

2016 enterprise tech IPOs*

Company Date of offering
SecureWorks April 22, 2016
Twilio June 23, 2016
Talend July 29, 2016
Apptio September 23, 2016
Nutanix September 30, 2016
Everbridge October 10, 2016
BlackLine Systems October 28, 2016
Quantenna Communications October 28, 2016

Source: 451 Research’s M&A KnowledgeBase *Includes Nasdaq and NYSE listings only

A few unicorns make it in the real world

Brenon Daly

Contact: Brenon Daly

After two years of existing mostly on paper, unicorns have finally started making it into the real world. And in no small part, it’s thanks to companies that do the vast majority of their business in the real world. This year has seen a record number of seven sales of VC-backed companies for $1bn or more, according to 451 Research’s M&A KnowledgeBase. That’s as many ‘unicorn’ exits as the two previous years combined.

The increase in the number of ‘three-comma exits’ is largely due to the broader trend of digital transformation, as companies that used to only do business in the brick-and-mortar realm acquire their way online. For instance, last summer, e-tailer Jet.com sold to Walmart for $3.3bn, representing the largest sale of a VC-backed vendor in two and a half years. Additionally, consumer products giant Unilever, which traces its roots back to the 1890s and generates some $56bn in revenue, paid $1bn for four-year-old online retail site Dollar Shave Club.

Non-tech acquirers buying their way into tech were also visible in the next band of transactions, just below the fabled unicorn status. The list of the shoppers so far in 2016 that have paid $500-999m for VC-backed startups includes names that wouldn’t typically find themselves on a tech M&A hit list, notably Ritchie Bros. Auctioneers and General Motors. Altogether, nine venture portfolio companies have signed off on deals valued at $500-999m in 2016, which essentially matched the average of the previous two years, according to the M&A KnowledgeBase.

To the relief of VCs, this trend is likely to continue as old-line industrial and manufacturing vendors as well as retailers use M&A to find new avenues of growth. Many of these would-be buyers are also enjoying some of the highest stock prices they’ve ever had, which is boosting their confidence to do big-ticket acquisitions in untested markets. It’s unlikely there will ever be a stampede of unicorns into the physical world. But in the coming years, a few of the venture industry’s highest-valued startups will undoubtedly continue to make their way to acquirers that they probably wouldn’t have ever imagined when they first launched their startup.

Acquisitions of VC-backed startups*

Year Number of transactions valued at $500-999m Number of transactions valued at $1bn or greater
YTD 2016 9 7
2015 9 1
2014 8 6
2013 7 2
2012 7 4
2011 7 1

Source: 451 Research’s M&A KnowledgeBase *Includes estimated and disclosed deal values

For tech M&A, the big hits just keep coming

Brenon Daly

Contact: Brenon Daly

Even though the overall number of tech deals is tracking to a roughly 10% decline this year compared with last year, the top end of the market is busier than ever. So far in 2016, acquirers have announced a record 90 transactions valued at more than $1bn, up from the previous record of 85 in 2015, according to 451 Research’s M&A KnowledgeBase. This year’s surge has been driven by the emergence of unconventional buyers, as well as conventional acquirers using novel strategies.

For instance, China-based buyers have announced 10 deals so far in 2016 valued at over $1bn, more than twice the average number over the previous three years. This year marks the first time China-based companies have cracked the double-digit-percentage market share for big prints.

More dramatically, private equity (PE) acquirers more than doubled the number of big-ticket tech deals they have done this year to a record 24 transactions. That means these deep-pocketed shoppers now account for one of every four ‘three-comma deals,’ according to the M&A KnowledgeBase. In one indication of how active this group has become, consider the fact that five separate buyout shops have announced more than one deal valued at $1bn+ since the start of 2016: TPG Capital, Vista Equity Partners, KKR, Apollo Global Management and Thoma Bravo.

In some ways, PE deals have become so popular that their strategic rivals have borrowed the playbook. A number of corporate divestitures – which in years past, would have likely landed in a PE portfolio before being cleaned and then sold to a strategic acquirer – went directly to corporate buyers. For instance, OpenText reached into EMC to pull out Documentum, while the services wings of both Dell and Hewlett Packard Enterprise were consolidated by IT services giants.

Corporate buyers have also been more creative recently in structuring transactions, which is something that PE firms have done more regularly. Micro Focus employed an unusual structure to assume control of HPE’s software business, which tripled the size of the British software vendor. Similarly, LogMeIn used a Reverse Morris Trust to dramatically scale up its business as it combined with Citrix’s GoTo division. Another corporate acquirer, Broadcom, went ahead with its $5.5bn purchase of Brocade Communications even though it knows it’s going to have to divest a huge chunk of that business.

Billion-dollar transactions

Period Number of deals worth $1bn+
YTD 2016 90
2015 85
2014 76
2013 49
2012 43
2011 52
2010 44
2009 32
2008 31
2007 77
2006 70
2005 70
2004 28

Source: The 451 M&A KnowledgeBase

Tech deal flow dries up in November

Brenon Daly

Contact: Brenon Daly

Despite the lowest monthly total for tech acquisitions in three years, M&A spending in November just about kept pace with the historically high levels of 2016. Overall, acquirers spent about $38bn on tech deals around the world in the just-completed month, slightly below the average of $42bn during the previous 10 months. November spending pushed the value of transactions announced so far in 2016 to more than $450bn, the second-highest annual total since the internet bubble burst in 2000, according to 451 Research’s M&A KnowledgeBase.

Transactions that helped push the November spending level higher included:

  • Samsung placed an ambitious $8bn bet on the emerging connected car market, acquiring HARMAN. In the past decade and a half, the Korean giant hadn’t spent more than $350m on a single tech purchase.
  • Announcing its third multibillion-dollar deal in as many years, Broadcom paid $5.5bn for Brocade. As part of the deal, Broadcom is expected to divest a major portion of Brocade’s business, which could help it recoup several billion dollars.
  • Symantec followed up a $4.7bn acquisition last spring to bolster its enterprise security business with the $2.3bn purchase of LifeLock in an attempt to revive its flagging consumer security division.

But the real story of tech M&A last month is the dramatic decline in overall deal volume, where November – like the result of last month’s US presidential election – saw a dramatic split. Basically, the first half of the month roughly matched the rate of acquisition announcements from 2016, but then activity plummeted: Dealmakers announced 156 transactions from November 1-15, but just 94 acquisitions (or 38% of the monthly total) from November 16-30, according to the M&A KnowledgeBase. Of the 20 largest deals last month, fully three-quarters of them (15 transactions) came in the first two weeks.

Undeniably, deal flow was somewhat slowed by the US Thanksgiving holiday in the next-to-last week of November. But even with that holiday, there were almost an equal number of business days in the first and second halves of the month. And, keep in mind, the first half of last month also featured its own interruption to business in the form of a national election. Ahead of the presidential election, nearly one-third of respondents (31%) to the M&A Leaders Survey from 451 Research and Morrison & Foerster indicated that the US presidential election had slowed their dealmaking activity. That impact appears to already be registering in actual deal flow as transaction volume in November dropped by 25% compared with the average number of monthly prints in 2016.

2016 tech M&A activity, monthly

Period Deal volume Deal value
November 2016 250 $37.7bn
October 2016 319 $82bn
September 2016 297 $29.9bn
August 2016 300 $30.9bn
July 2016 329 $93.7bn
June 2016 375 $66.7bn
May 2016 324 $23bn
April 2016 344 $19.6bn
March 2016 337 $23.9bn
February 2016 322 $28.3bn
January 2016 380 $20.9bn

Source: 451 Research’s M&A KnowledgeBase

Big Yellow and big buyouts push infosec M&A spending to record

Brenon Daly

Contact: Brenon Daly

What happens at the top end of a market usually goes some distance toward setting the overall tone in that particular market. At least that’s one way to view M&A in the information security sector, which has surged to a record level of spending led by transactions involving the two largest vendors. Up until recently, both Symantec and McAfee had been largely out of the market as the companies worked through earlier strategy bets that didn’t pay off.

So far this year, infosec shoppers have spent $14.3bn on deals, according to 451 Research’s M&A KnowledgeBase. That tops the previous record of $13.5bn in 2010. However, a look inside the deal flow indicates that the previous record was much more concentrated: the single-largest transaction in 2010 (Intel’s $7.7bn purchase of McAfee) accounted for more than half of that year’s overall deal value, while the single-largest transaction in 2016 (Symantec’s $4.7bn pickup of Blue Coat Systems) accounts for just one-third of this year’s spending.

Intel’s partial unwind of its experiment with McAfee is contributing to this year’s record. But more dramatically, it’s the reversal at Symantec that has boosted overall spending in the infosec space. After shying away from significant acquisitions in recent years, Big Yellow has now inked its two largest security deals in just the past the past five months. For perspective, the combined $7bn Symantec has shelled out since last summer for Blue Coat and LifeLock is more than it has spent, collectively, on its 25 other infosec purchases since 2002, according to the M&A KnowledgeBase.

In addition to large corporate buyers, big financial acquirers have also been contributing to this year’s record spending. Both TPG Capital’s carve-out of McAfee and PE-backed AVAST’s consolidation of AVG were valued in the billions of dollars. For comparison, the previous record year of 2010 didn’t feature any billion-dollar PE transactions.

infosec-updated-ma-totals

Where is the tech M&A market heading?

Brenon Daly

Contact: Brenon Daly

With an astonishing $450bn of deal value announced so far this year, 2016 has already hit the second-highest annual spending level for tech M&A since the internet bubble burst in 2000. And while this year probably won’t eclipse last year’s record, we would note that 2016 activity is coming against a backdrop of political and economic change that’s almost unprecedented in developed countries. Acquirers are continuing to buy, despite the uncertainty introduced by events such as Brexit or even the recent election cycle in the US.

But will the current M&A boom continue? Is 2017 going to see just a continuation of the strong deal flow? Or will the uncertainty give buyers pause as they head into next year?

To get a sense of where the tech M&A market is heading, join 451 Research and Morrison & Foerster next Tuesday at 1pm EST for a webinar on what senior M&A executives and advisers are forecasting for the market in 2017 and beyond. (To register, click here.) Topics we’ll cover in the complimentary hour-long webinar include:

  • Recent activity and trends in the tech M&A market.
  • What bankers, corporate execs and others expect to see in tech M&A next year – and beyond.
  • What impact the divisive US presidential election will have on dealmaking.
  • How significant are the expected regulatory changes in the wake of the just-completed election cycle?
  • On the all-important question of valuation, what do tech buyers forecast they will have to pay for startups in the coming months?

We hope you can join 451 Research and Morrison & Foerster next Tuesday as we make sense of what’s driving tech M&A activity right now and how that will play out next year and beyond. To register, click here.

mofo-ma-forecast-oct-2016

In Trump, a tech M&A watchdog with more bite

Brenon Daly

Contact: Brenon Daly

Regardless of how you voted – and whether today you’re mischievously grinning and flipping the finger at Washington DC or hastily planning a move to Canada – there are still deals to be done. There might not be as many of them, as has certainly been the case in the run-up to the election, with monthly transaction volume dropping about 10% since last summer. But tech companies are still going to want to consolidate rivals, buy their way into promising adjacent markets and roll the dice on unproven startups as they look to M&A to drive growth.

That said, some of those strategies – particularly those that involve foreign acquirers of US assets – may well get more scrutiny in the new Trump regime than they would have during a Clinton presidency. That would be our contention anyway, based on the protectionist sentiment that Trump espoused during his campaign. In particular, he has singled out China for some of his sharpest criticism. Trump has said he plans to bring a case, both in the US and at the World Trade Organization, against ‘unfair subsidiary behavior’ by the world’s most-populous country. If we look at how that contentious view could impact tech M&A, we can certainly make the case that Chinese buyers probably won’t be shopping as freely in the US in the coming years.

If that is indeed the case, the slowdown would end a dramatic acceleration in deal flow this year. Already in 2016, Chinese buyers have spent more money on US tech vendors than in the previous five years combined, according to 451 Research’s M&A KnowledgeBase. In terms of deal volume, they’ve done almost as many transactions in the first 10 months of 2016 as they did, collectively, over the past two years. This year’s shopping spree has included a number of well-known names, which is also likely to draw the attention of a populist president such as Trump. Chinese buyers have recently picked up Ingram Micro, which swings nearly $50bn worth of tech gear and services each year, 25-year-old printer maker Lexmark and even a majority stake in the gay dating app Grindr.

Regulatory review has always been a consideration in any significant tech deal. We would guess that with Trump’s election, he will probably look to strengthen the Committee on Foreign Investment in the United States (CFIUS). At least in tech transactions, that intra-agency committee hasn’t been as active as it was a decade ago. (Somewhat dramatically, we termed CFIUS an ‘angel of death’ after it blocked the proposed sale of 3Com in 2008 due to the participation of Chinese networking giant Huawei Technologies.) In Trump’s new regime, that watchdog will almost certainly have more bite.

kb-china-acqs-us

It’s win or go home for Oracle and its bid for NetSuite

Brenon Daly

Contact: Brenon Daly

Just like this year’s World Series, there’s a dramatic win-or-go-home contest playing out in the tech M&A market. The showdown pits the ever-acquisitive Oracle against one of Wall Street’s biggest investors. The stakes? The fate of the largest SaaS acquisition ever proposed.

At midnight tonight, Oracle’s massive $9.5bn bid for NetSuite will effectively expire. In the original offer three months ago, Oracle said it will pay $109 for each of the nearly 87 million (fully diluted) shares of NetSuite, valuing the subscription-based ERP vendor at $9.5bn. That wasn’t enough for NetSuite’s second-largest shareholder, T. Rowe Price. Instead, the institutional investor suggested that Oracle pay $133 for each NetSuite share, adding $2bn to the (hypothetical) price tag.

Oracle has declined to top its own bid. Nor will it adjust the other major variable in negotiations: time. (Oracle has already extended the deal’s deadline once, and says it won’t do it again.) In an unusually public display of brinkmanship in M&A, Oracle has said it will walk away from its $9.5bn bid if enough shareholders don’t sign off on its ‘best and final offer.’ As things stand, shareholder support is far below the required level, largely because of T. Rowe’s opposition.

Does T. Rowe have a case that Oracle is shortchanging NetSuite shareholders with a discount bid? Or is the investment firm greedily hoping to fatten its return on NetSuite by baiting Oracle to spend more money? If we look at the proposed valuation for NetSuite, it’s hardly a low-ball offer. On the basis of enterprise value, Oracle’s current bid values NetSuite at 11.1x trailing sales. That’s solidly ahead of the average M&A multiple of 10.3x trailing sales for other large-scale horizontal SaaS providers, according to 451 Research’s M&A KnowledgeBase. (For the record, T. Rowe’s proposed valuation of $11.6bn for NetSuite roughly equates to 13.7x trailing sales – a full turn higher than any other major SaaS transaction.)

With the two sides appearing unwilling to budge, NetSuite will likely return to its status as a stand-alone software firm. If that is indeed the case, NetSuite will probably have to get used to that status. The roughly 40% stake of NetSuite held by Oracle chairman Larry Ellison serves as a powerful deterrent to any other would-be bidder, which was one of the points T. Rowe raised in its rejection of the deal. Assuming 18-year-old NetSuite stands once again on its own, the first order of business will be to pick up growth again. (Although there’s still the small matter of a $300m termination fee in the transaction.) In its Q3, NetSuite reported that revenue increased just 26%, down from 30% in the first half of the year and 33% for the full-year 2015.

Select multibillion-dollar SaaS deals

Date announced Acquirer Target Deal value Price/trailing sales multiple
July 28, 2016 Oracle NetSuite $9.3bn 11.1x
September 18, 2014 SAP Concur $8.3bn 12.4x
May 22, 2012 SAP Ariba $4.5bn 8.6x
December 3, 2011 SAP SuccessFactors $3.6bn 11.7x
June 1, 2016 Salesforce Demandware $2.8bn 11x
June 4, 2013 Salesforce ExactTarget $2.5bn 7.6x

Source: 451 Research’s M&A KnowledgeBase

For tech M&A, it’s an ‘October surprise’

Brenon Daly

Contact: Brenon Daly

Once again, there was a gigantic ‘October surprise’ in the tech M&A market. In the just-finished month, Qualcomm put together a blockbuster $39.2bn play for NXP Semiconductors, accounting for nearly half of all spending on last month’s tech deals. A year ago, Dell’s mammoth $63.1bn purchase of EMC dominated October 2015 spending. Together, those October prints are the two largest non-telecom tech acquisitions of the past decade and a half, according to 451 Research’s M&A KnowledgeBase.

On its own, the Qualcomm-NXP pairing slightly exceeded an entire month’s worth of tech spending in 2016. When added to the other 304 transactions announced in October, the total for spending on tech deals across the globe hit $82bn. Also boosting last month’s total was CenturyLink’s $24bn reach for Level 3 Communications. (Including the assumption of debt, the enterprise value of that transaction swells to $34bn.) Altogether, October spending ranks as the second-highest monthly total of 2016, according to the M&A KnowledgeBase.

Outside of those two big prints, which accounted for slightly more than three-quarters of all announced deal value last month, dealmaking was a bit slower than usual at the top end of the market. In our M&A KnowledgeBase, we tallied just six transactions valued at more than $1bn last month, down from a monthly average of eight ‘three-comma deals’ through the first three quarters of the year. Overall deal flow was also a little slower than usual, with the number of announced transactions in October down almost 15% compared with the monthly average in the first half of 2016 and down almost 20% compared with the same month of the two previous years.

With two months of 2016 still remaining, this year has already topped full-year spending for every year except the post-internet bubble record level of 2015. While this year likely won’t challenge last year in terms of deal volume or the value of those transactions, it is outpacing 2015 in another key M&A consideration: valuations. Looking at the largest multiples paid in deals valued at $10bn or more over the past two years, four of the five transactions have printed in 2016, according to the M&A KnowledgeBase.

2016 tech M&A activity, monthly

Period Deal volume Deal value
October 2016 305 $81.8bn
September 2016 290 $29.8bn
August 2016 299 $30.9bn
July 2016 329 $93.7bn
June 2016 375 $66.7bn
May 2016 324 $23bn
April 2016 344 $19.6bn
March 2016 337 $23.9bn
February 2016 322 $28.3bn
January 2016 380 $20.9bn

Source: 451 Research’s M&A KnowledgeBase

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