Category: IPO

EBay unwinds and adds on

Brenon Daly

Contact: Brenon Daly

For a company that essentially matches buyers and sellers, eBay has been doing a lot of dealing of its own this week. It has picked up a controlling stake in Gmarket, the South Korean online auction house. When we wrote about this possible deal in mid-August, we noted that eBay was willing to pay a not-insignificant premium for Gmarket. Makes sense, given that international sales have been growing more than twice as fast as US sales in recent quarters. (Ebay reports first-quarter earnings next Wednesday.)

The acquisition of a chunk of Gmarket, which is eBay’s first purchase since November, comes as the company also moved to unwind a pair of previous purchases. In the more straightforward of the two, eBay said it will sell StumbleUpon back to the founders of the online bookmarking site. The divestiture comes two years after eBay paid $75m for the property.

We would note that the deal is actually the second sale of an online bookmarking site in the past month. In mid-March, LookSmart divested its Furl property to Diigo, picking up an undisclosed chunk of equity in its privately held rival. While neither transaction performed as the acquirer had hoped, LookSmart did indeed look smarter than eBay because it paid only $1m for its flier on Furl, compared to the $75m that eBay handed over for StumbleUpon.

Rather than go the same route of divesting to former owners, eBay hopes to find a whole new set of buyers for its planned unwinding of Skype. It plans to spin the VoIP vendor to public market investors next year. (We’ll withhold comment on the rather unconventional ‘dual track’ that eBay has now set up for Skype. Just as we’ll withhold comment on the fact that ‘Skype’ rhymes with ‘hype.’)

If it’s lucky, eBay may see the division valued at about half of the $4.1bn that it spent on Skype (including earnouts) back in September 2005. EBay has already acknowledged that it overpaid for Skype, writing down some $1.4bn of the purchase price. While reports have indicated that Skype’s initial founders may be trying to repurchase the company from eBay (a la StumbleUpon), it appears those talks have ended. Still, we could very well see Skype getting snapped up in a trade sale before it hits the public market next year. In a mid-October report, we noted that any of the telcos or even Nokia might be interested in owning the largest VoIP provider.

eBay deal flow

Year Deal volume Deal value
2009 0* $0*
2008 4 $1.5bn
2007 3 $385m
2006 2 $75m
2005 7 $5.1bn

Source: The 451 M&A KnowledgeBase *Excludes purchase of controlling stake of Gmarket

Tough exits for VCs

Brenon Daly

Contact: Brenon Daly, Thomas Rasmussen

After being frozen for more than six months, there were some signs of a thaw this week in the tech IPO market. Chinese game maker Changyou.com enjoyed a strong debut on Thursday, and only inched down slightly in the following session. In addition, language software maker Rosetta Stone set the terms of its planned offering earlier in the week.

While the offerings are encouraging from a capital markets perspective, the same can’t be said for the VC community. The IPOs of Changyou.com and Rosetta Stone won’t mean a payoff for any of the Sand Hill Road crowd. (Changyou.com is a spinoff from online portal Soho, while Rosetta Stone counts a pair of buyout shops as its majority owners.) Of course, VCs have long since given up on betting on IPOs to boost their returns. Most acknowledge that for every portfolio company that does make it onto the public market, nearly 10 startups will get snapped up in a trade sale.

Unfortunately, there’s bad news on the M&A front, as well. My colleague Thomas Rasmussen calculated that the median valuation in the sale of VC-backed companies in the first quarter of 2009 slumped to 2.1x trailing 12-month (TTM) sales, compared to 3.8x TTM sales during the same period last year. Granted, that multiple was about twice as rich as first-quarter sales of non-VC-backed companies. But we would be quick to add that the 2.1x TTM sales multiple essentially matches the level for non-VC-backed startups in the first quarter of 2008. For more on first-quarter valuations and overall deal flow, see our first-quarter M&A report.

IPO window opens a crack

Brenon Daly

Contact: Brenon Daly

It’s been exactly a year since SolarWinds put in its paperwork to go public. In that time, capitalism has been beaten and bloodied. To underscore that, consider that the late-great Lehman Brothers was one of the original underwriters of the proposed offering. Obviously, that bank has been erased – both on prospectus and elsewhere. Morgan Stanley now serves as the other major bulge-bracket underwriter on SolarWinds’ ticket.

As we noted earlier this month, the tech IPO market has had nothing to offer since the debut of Rackspace in the middle of last year. Last week, Omneon Video Networks pulled its planned IPO, two years after initially filing the paperwork. That withdraw came less than two weeks after GlassHouse Technologies also scrapped its planned debut.

But a funny thing happened after we declared the IPO market dead: We began to see some signs of life. Chinese online game developer Changeyou.com is set to hit the Nasdaq next week. We would guess that planned debut has much to do with the rebound in the Nasdaq, where Changeyou.com intends to trade. Since finishing a month-long slide on March 9, the Nasdaq has gained some 17%. The index has risen from below 1,300 (close to where it bottomed out in October 2002, after the tech wreck) to above 1,500 during Monday’s Treasury-inspired rally.

We wonder if SolarWinds, which has already amended its original prospectus six times, won’t also look to take advantage of this slim opening of the IPO window to go public. Of course, we’ve always thought that SolarWinds could go public in just about any market, given the fact that it mints money. Last year, the company continued to run at an EBITDA margin of more than 50%, even as revenue hit $93m, up from just $38m in 2006 and $59m in 2007.

Crossbeam looks to deal

Brenon Daly

Contact: Brenon Daly

After growing organically to $90m in sales in 2008, Crossbeam Systems is actively looking to acquire a company in the near future, the company said Tuesday at the Montgomery Technology Conference. Crossbeam has been generating cash for more than a year, and currently has some $11m in the bank. It also has an untouched $15m line of credit and indicated that it could raise another round of funding for a significant transaction. (Crossbeam has already raised some $105m in venture backing over the past seven years.)

Although Crossbeam is lumped into the security market, it is a platform – rather than an application – vendor. In fact, it partners with several key security companies, including Check Point Software Technologies, Sourcefire and IBM’s ISS unit. Obviously, it couldn’t buy any single security application vendor without risking the loss of one of those partners. Instead, the company is looking to do a network-related deal, perhaps adding analysis or application acceleration. (However, Crossbeam won’t be considering WAN traffic optimization companies; the company said that market is too crowded.)

As it plans to shop, Crossbeam joins several other large privately held companies, which are all running at more than $50m in revenue, that are currently in the market. We understand that Tripwire may be looking to pick up some security technology, specifically in log management and vulnerability assessment. And, we recently noted that NetQoS is also considering a deal. In fact, we hear that the networking company may be close to a letter of intent on a small transaction, while it also continues to assess a much more significant acquisition.

IPOs: nothing to offer

Brenon Daly

Contact: Brenon Daly

Security vendor ArcSight marked its first full year on the public market with an unexpectedly solid fiscal third-quarter report Thursday. (That said, my colleague Nick Selby reads between the lines and sees some potential problems at the company, which now sports a market capitalization of nearly $350m.) Heading into the release, ArcSight shares traded essentially where they did when they hit the market last February, though an after-market rally pushed the stock above $11 for the first time in seven months.

The fact that ArcSight is now above its offer price is nothing short of astounding, given that both the Nasdaq and the Dow have nearly been cut in half since the debut of the security company. (Rackspace, which was the only other VC-backed tech IPO in 2008, has likewise been cut in half since going public last summer.) It’s telling that we have to limit our discussion about the IPO market to after-market performance, rather than new issues. Not to put too fine a point on it, but we all know that the IPO market is dead right now. (As if to reiterate that, GlassHouse Technologies on Thursday pulled its planned $100m offering, which it filed in January 2008.)

And even when the market opens up once again for debutants (and we think that date is a long time off), it will almost certainly provide even fewer exits for VC-backed companies than in the past. Sandy Miller, a general partner at late-stage venture firm Institutional Venture Partners (IVP), recently noted that roughly one-quarter of IVP’s past exits had come through an IPO. (Included in that number is ArcSight; IVP was its second-largest holder before the IPO.) In the future, however, Miller projected that the percentage of portfolio companies exiting to the public market would drop to ‘single digits.’

Done dabbling in VC

Brenon Daly

Contact: Brenon Daly

During the tech recession at the beginning of this decade, many of the venture efforts started by both corporations and investment banks ground to a halt and quietly went away. In the current downturn, it’s the venture efforts from the buyout shops that seem to be vanishing. Over the past year, marquee PE firms The Carlyle Group and 3i have both shuttered their VC investment programs. On Wednesday, Jafco Ventures announced that it had picked up former Carlyle venture capitalists Nick Sturiale and Jeb Miller.

The pair had only recently moved over to Carlyle to help accelerate its planned push into VC. Washington, D.C.-based Carlyle had raised some $1.4bn in three US funds, dating back to 1997. The funds not only invested in early-stage ventures, but also financed expansion-stage growth companies and smaller buyouts. The move comes after UK-based 3i stopped its early-stage investments, and the head of US tech investments, Sandy Miller, joined late-stage venture firm Institutional Venture Partners.

The fact that some ‘merchants of debt’ are done dabbling in venture capital is understandable given the pressing problems in their core business of taking companies private. With the credit market largely closed and the IPO window firmly shut, PE shops have virtually no chance to book any gains. In fact, few – if any – LBO firms are talking about gains in their current portfolio. The general business slump, exacerbated by the heavy debt loads of many of these companies, has already driven a few into bankruptcy. This has been particularly true of the retail companies taken private in the past few years. But the Chapter 11 contagion is likely to spread to other sectors – including technology.

A frozen January

Brenon Daly

Contact: Brenon Daly

In the equity market, there’s a well-known investing phenomenon called ‘the January effect.’ The basis of this is that stocks, particularly small-caps, tend to rise in the first week or two of the New Year as investors buy back some of the names they might have sold for tax reasons at the end of the prior year.

Since the first month of 2009 is in the books, we decided to investigate whether there was a similar January effect on the M&A market this year. Based on the last few years, we’d note that dealmaking tends to start slowly. In each of the past three years, spending on M&A in January has come in significantly below a month-by-month average for the year.

But far more dramatically, the deal totals indicate a new January effect – this year’s market is frozen. Spending plummeted to just $2.1bn in the first month of the year. The reason? The disappearance of the big deal. Autonomy Corp’s $775m all-cash purchase of Interwoven stands as the largest transaction of 2009 so far. However, in January 2008 there were three deals larger than Autonomy-Interwoven, and January 2007 posted six deals larger.

M&A in January

Period Deal volume Deal value % of total annual M&A spending
January 2005 208 $40.5bn 11%
January 2006 321 $16.8bn 4%
January 2007 373 $20.9bn 5%
January 2008 333 $17.6bn 6%
January 2009 204 $2.1bn N/A

Source: The 451 M&A KnowledgeBase

New face at the head of the league table

Brenon Daly

Contact: Brenon Daly

Fittingly for a year that saw an unprecedented amount of upheaval on Wall Street, Barclays came from nowhere in 2008 to take the top spot on the 451 Group’s annual league table. And when we say it came from nowhere, we mean that literally: The British bank didn’t have a hand in a single IT deal involving a US-based company in 2007. It owes its dramatic rise to its purchase of Lehman Brothers, a bank that figured at the sharp end of the ranking for each of the past three years.

The unexpected ascent of Barclays snapped a three-year run by Goldman Sachs as busiest tech adviser, with Goldman slipping back to second place. JP Morgan Chase, boosted by its acquisition of Bear Stearns in May, rebounded to third. It was a notable comeback for JP Morgan, which had plummeted to 11th place in 2007. Furthermore, JP Morgan was one of the only major banks to actually increase both the number of deals it worked and the value of those deals, year over year.

However, we would quickly add that these banks were the best in a very bad year. Consider the fact that Barclays, which headed our 2008 ranking with $30.6bn worth of advised deals, would have barely squeaked into 10th place on our 2007 ranking. Meanwhile, Goldman’s total amount of advised deals last year ($26.8bn) was just one-third the previous year’s tally ($78bn) at the bank. (Note: We will be sending out an executive summary of the league table in the daily 451 Group email on Tuesday, with the full report available later this month.)

Overall 2008 league table standings

Rank Bank 2007 standing
1 Barclays N/A
2 Goldman Sachs 1
3 JP Morgan Chase 11
4 Citigroup 4
5 Evercore Partners 8

Source: The 451 M&A KnowledgeBase

Interplay between M&A and IPO

Brenon Daly

Contact: Brenon Daly

With the IPO calendar essentially blank right now – and likely to stay that way as long as the Nasdaq keeps lurching downward – companies that are both of size and mind to go public are using the pause to do a little shopping of their own. These transactions tend to be smaller plays, typically rounding out the company’s existing portfolio. (We would contrast these tuck-in deals with the larger consolidation plays that companies make so they can get big enough to paper their S-1. Of course, those deals only work when the public market is receptive. For instance, Convio acquired a rival that was about half its size in hopes of bulking up and going public. It pulled its IPO paperwork last August.)

Last summer, we noted that NetQos inked a small buy on its way to what we expect will be a larger sale of its equity to the public, whenever the market returns (it was the first deal by the network performance management vendor in some two-and-a-half years). In a similar situation, Tangoe last week announced that it was picking up mobile device management startup InterNoded.

The deal, which was Tangoe’s third purchase in less than two years, certainly wasn’t done to boost revenue. InterNoded posted sales of about $4m in 2008; meanwhile, Tangoe is anticipating about $60m in 2009. Tangoe has raised some $20m in VC, along with an undisclosed slug of debt. But the company, which is running in the black, doesn’t appear to have any immediate plans to raise capital (even if that were possible right now). We understand that it hasn’t met with bankers, much less held a bake-off.

Xing the Atlantic

-Contact Thomas Rasmussen

In 2008, online social networking was the buzzword of choice. But as is the case with most tech bubbles, it imploded nearly as quickly as it ballooned. The year that started with a bang (Bebo’s record $850m sale to AOL in March and Plaxo’s sale to Comcast for an estimated $150m in May) ended with a whimper. Several smaller social-networking companies sold in fire sales, resulting in severe VC write-downs. And we expect this to carry on well into 2009.

Consider the case of business-focused Xing, which finished last year with a $4.1m tuck-in of New York City-based socialmedian. When we checked in with Xing before the holiday break, M&A and attractive valuations were the dominant themes. We fully expect the company to follow up on this with more acquisitions in 2009, particularly as social-networking competition goes global. Based in Germany, Xing has used M&A to expand geographically. In addition to its US deal last month, in 2007 Xing picked up Spanish competitors eConozco and Neurona. Furthermore, we understand that Xing was one of the active bidders for Plaxo, which would have represented a significant drive into the US market. On the flip side, US social-networking giants Facebook and LinkedIn are actively trying to expand across the Atlantic.

For Xing, there are literally dozens of US business-focused vertical social networks that would fit in with its expansion strategy. And the company has the resources to do deals. (It’s the only significant publicly traded social-networking company, plus it holds $61m in cash, no debt and is cash-flow positive on roughly $50m in trailing 12-month revenue.) Companies that we think might make a good match for Xing include Fast Pitch, APSense, Zerodegrees, and, dare we say, even Twitter.

Social networking M&A fizzles

Period Total deals Total deal value
January-June 2008 29 $1.28bn
July-December 2008 28 $15m

Source: The 451 M&A KnowledgeBase