NCR rings up purchase of Radiant Systems

Brenon Daly

Contact: Brenon Daly

In yet another signal that the credit market has reopened for business, NCR has announced that it will issue $1.1bn in debt to cover the cost of its largest-ever acquisition. The company, which has relied on M&A to expand beyond selling the cash registers that it invented in 1884, said late Monday that it will pay $1.2bn for Radiant Systems. The purchase will add Radiant Systems’ point-of-sale products focused on the hospitality and restaurant industries to NCR’s portfolio, as well as boost the acquirer’s growth rate and margins, according to post-closing projections.

NCR will hand over $28 for each share of Radiant Systems. That represents a roughly 28% premium on Radiant Systems’ previous closing price and twice the level of the stock a year ago. The offer values Radiant Systems at about 3.4 times trailing sales of $354m.

The debt-funded purchase of Radiant Systems marks the latest in a series of transactions that have shaped NCR’s long corporate history, which included an IPO back in 1926. More recently, NCR was acquired by AT&T in 1991, the same year that NCR added data-warehousing pioneer Teradata. AT&T then spun off NCR in 1997, and a decade later, free-standing NCR spun off Teradata. For those keeping score, Teradata now has a $10bn market capitalization, three times NCR’s current valuation.

Emerging datacenter markets could see emerging M&A activity

Ben Kolada

Contact: Ben Kolada

With high utilization rates and an abundance of available targets in key North American multi-tenant datacenter (MTDC) markets, large acquirers could look to absorb smaller operators in their markets. A recent report by our colleagues at Tier1 Research notes that increasing utilization in the 14 markets under review could influence large acquirers to look to M&A to alleviate their own constraints. Further, acquirers should find several interested sellers, especially among the pool of smaller operators that have historically run into barriers preventing their own expansion.

The report highlights increasing utilization throughout our market set. While utilization in the top six North American markets is quite high, at over 80% despite continued incremental expansions, the 14 major markets analyzed on average also have a high utilization rate of approximately 79% for 2011. Increasing utilization could cause larger providers to look to M&A to keep pace with demand. And they wouldn’t have to look far. More than 170 MTDC providers operate in our market set, with an average of 19 providers operating in each of the markets that we analyzed.

Large providers’ acquisition interest goes hand in glove with the difficulties that smaller operators are facing. Given the number of smaller datacenter providers in each market (from a single facility to a handful of facilities), the increasing utilization of built capacity, the continued lack of access to capital for the smaller datacenter providers to expand and the increasing demand for emerging major markets, several of the smaller companies in these markets make attractive acquisition targets for companies looking to expand into additional emerging major markets more quickly than by building.

A new frontier in IT management M&A

Brenon Daly

Contact: Brenon Daly

Few areas of software have seen more consolidation than the broad bucket known as IT service management (ITSM). Where vendors were once selling relatively simple helpdesk software, the offerings have evolved – primarily through M&A – into broader IT management platforms. The deals have ranged from massive strategic bets (Hewlett-Packard’s $4.5bn reach for Mercury Interactive, for instance) to tiny technology tuck-ins (e.g., EMC’s March 2008 addition of Infra Corp).

But what we hadn’t really seen in this flurry of dealmaking is an acquisition focused on mobile capabilities. Well, that was true until Thursday, when BMC Software reached for Aeroprise. (BMC is slotting Aeroprise into its Remedy portfolio, a business that BMC acquired in 2002 for $347.3m from bankrupt parent company Peregrine Systems.) The acquisition bolsters BMC’s ability to deliver its ITSM tools to smartphones and tablets of all flavors. And BMC knows the startup very well. It has been selling Aeroprise products (branded as a BMC offering) for the past year.

International activity helps push cloud infrastructure M&A to new heights

Ben Kolada

Contact: Ben Kolada

Cloud infrastructure M&A activity set several records in the just-closed second quarter, due in large part to a rise in international dealmaking. We’ve been noticing a steady uptick in international M&A activity lately, as both foreign strategic acquirers and private equity (PE) firms look to consolidate fragmented sectors in their own backyard and abroad. While we noticed a diversity of deal flow in the first quarter, with companies being targeted in nine different countries, the majority of international M&A in Q2 focused on Canada- and UK-based companies. Targets based in those two countries accounted for about 70% of all foreign acquisitions.

For international deal flow, the most visible theme was consolidation in the Web hosting sectors in the UK. Iomart Group, Othello Technology Systems and Lloyds Development Capital each announced Web hosting deals in Q2. In fact, Web hosters accounted for all but one of the deals targeting a UK-based company. This news should be of particular interest to domain name registration and Web hosting giant The Go Daddy Group, which recently took an undisclosed investment by a group of private equity firms led by KKR. Go Daddy will use the newfound capital for international expansion, as well as product development, and we wouldn’t be surprised if it looked to M&A to grow its nascent European footprint.

International cloud infrastructure M&A

Period Acquisitions of non-US targets
Q2 2011 16
Q1 2011 11
Q4 2010 11
Q3 2010 6

Source: The 451 M&A KnowledgeBase

Big deals for single PE firms

Brenon Daly

Contact: Brenon Daly

In 2010, it was The Carlyle Group. So far in 2011, it’s Providence Equity Partners. These two private equity (PE) firms have the two largest non-club tech leveraged buyouts in each of the past two years. Recall that last October – on successive days, no less – Carlyle erased both CommScope and Syniverse Technologies from the public market in a pair of deals that cost the buyout shop $6.5bn. (Understandably, Carlyle has been fairly quiet since then, announcing only a pair of small transactions.)

Now, Providence has its own double-barrel deals that are on top of the standings. Somewhat unusually, both of the firm’s acquisitions came on the first day of a new quarter: On April 1, it announced the planned take-private of SRA International for $1.9bn, and then followed that up Friday with the $1.6bn buyout of Blackboard to start the third quarter.

PE activity since the Great Recession

Period Deal volume Deal value
Q3-Q4, 2009 62 $12.1bn
Q1-Q2, 2010 57 $10.7bn
Q3-Q4, 2010 76 $15.6bn
Q1-Q2, 2011 78 $11.9bn

Source: The 451 M&A KnowledgeBase

Going, going, gone: Go Daddy sells to KKR

Ben Kolada

After canceling a proposed IPO in 2006 and reportedly being on the block since late last year, The Go Daddy Group is now selling an undisclosed stake to private equity firms KKR, Silver Lake Partners and Technology Crossover Ventures. The deal is believed to be among the largest private equity investments in the Internet infrastructure industry, and continues an emerging trend of buyout shops acquiring mass-market hosters and repositioning them toward higher-end services.

Reportedly worth $2.25bn, the transaction lands squarely in second place among the largest PE investments in this industry. We note that the first-place prize goes to a group led by Silver Lake (and including KKR) in the $11.3bn take private of SunGard Data Systems in 2005. Silver Lake’s interest in the industry is increasing – the Go Daddy deal comes less than a year after the firm took a minority stake in a similar hoster, Brazil-based LocaWeb.

We expect that KKR and the other investors will focus on international expansion as well as investment in cloud services. Silver Lake’s stake in LocaWeb could be particularly useful. The Latin American hosting and colocation markets are seeing increasing interest (heavyweights Savvis and Equinix have each announced plans for the region). We wouldn’t be surprised if LocaWeb and Go Daddy ultimately became partners. Further, we’ve noticed that PE firms tend to refocus their mass-market hosting companies on more specialized, higher-end cloud services. LocaWeb’s cloud services could provide additional expansion opportunities for Go Daddy, which recently began a limited launch of its own cloud product. We’ll have a full report on the Go Daddy deal in tonight’s Daily 451.

The June swoon, cont.

Brenon Daly

Contact: Brenon Daly

When we looked closer at the dramatic falloff in M&A last month – what we have called the ‘June swoon’ – we saw that the decline not only cut spending by nearly two-thirds, it also slashed the number of richly priced deals. For the 50 largest and most significant transactions of the just-completed second quarter, which we believe have an outsized impact on setting the tone in the overall M&A market, we calculated the median price-to-trailing-sales multiple at 2.25. (Incidentally, that was up slightly from 2.15 in the first quarter.)

For the first two months of Q2, there was a steady flow of significant deals valued at least twice as rich as the ‘market’ multiple of 2.25. Those transactions included Microsoft paying 10 times trailing sales for Skype, LoopNet’s sale to CoStar Group for $860m (9.5x trailing sales), Symantec’s move to bolster its e-discovery offering with its $410m purchase of Clearwell Systems (7x trailing sales), and EMC’s reach for NetWitness, which we estimate valued the network forensic player at almost 6x trailing sales.

But by June, the relatively high-multiple deals were getting harder to find. In fact, last month saw the fewest number of above-median-valuation transactions in the second quarter with just 11 deals, compared to 16 in May and 23 in April. That recent weakness doesn’t particularly bode well for the rest of the year.

Significant transactions* in 2011

Period Median price-to-trailing-sales valuation
Q2 2011 2.25
Q1 2011 2.15

Source: The 451 M&A KnowledgeBase *The 50 largest transactions, by equity value, including publicly disclosed financial terms as well as our own official estimates

A swoon in June for tech M&A

Brenon Daly

Contact: Brenon Daly

For the first two months of the second quarter, tech M&A spending flowed along at basically twice the monthly rate it had been reaching since last summer. The activity spanned virtually all sectors of technology, with chipmakers, storage vendors and telecom giants confidently and consistently throwing billions of dollars at deals in an effort to secure new growth. (Even a reluctant shopper like Microsoft got into the act.) It was like dealmakers had finally – and indelibly – moved past the Great Recession.

Then came the June swoon. Spending on tech deals in the final month of the quarter plummeted nearly two-thirds from the totals for both April and May. The value of transactions announced in June is running at just $9.6bn, the lowest level since February 2010. Of the 10 largest transactions announced in the past three months, only one came in June.

The dramatic decline in June derailed the recovery in the M&A market, leaving the spending totals in the just-completed second quarter below both the year-ago quarter and the first quarter of 2011. We’ll have a full report on second-quarter M&A activity – and what we expect for the remainder of the year – in tonight’s Daily 451 and 451 TechDealmaker sendouts.

2011 activity, month by month

Period Deal volume Deal value
June 2011 297 $9.6bn
May 2011 316 $26.5bn
April 2011 287 $26.5bn
March 2011 300 $63.7bn
February 2011 285 $10.3bn
January 2011 323 $11.7bn

Source: The 451 M&A KnowledgeBase

What happened to the storage sector’s Class of 2007?

Brenon Daly

Contact: Brenon Daly

Back in mid-2007, BlueArc was one of a quartet of storage vendors that put in their paperwork to go public during those go-go days on the stock market. However, if the NAS systems specialist, which recently re-filed its prospectus, does manage to see through its offering on this go-round, it will find itself very much alone. All three of BlueArc’s would-be fellow public storage contemporaries have been consumed by larger tech companies. The total bill for those three transactions: $4.8bn.

Dell would have had a hat trick for the Class of 2007 storage firms, if not for Hewlett-Packard. As it was, the Round Rock, Texas-based vendor took home EqualLogic in November 2007 before that company could even go public and then erased Compellent Technologies from the NYSE last December. Of course, Dell was lead bidder for 3PAR last summer, too, before losing out to HP. (And those deals are just for the big storage providers that filed their S1s in 2007. If we move back a year to 2006, another two vendors – Double-Take Software and Isilon Systems – that debuted that year were both gobbled up in 2010.)

With all this consolidation, where does that leave BlueArc? As we penciled out in our report on its planned IPO, the company is almost certain to be worth less when it does hit the market than it would have been worth before the Great Recession. Somewhat perversely, that’s true even though BlueArc will be twice the size that it was when it put in its prospectus in 2007.

If the company finds that prospect too demoralizing, it could always follow its fellow filers and opt for a trade sale. We would have put forward Oracle as a possible buyer of BlueArc, in a kind of ‘discount’ play for NetApp. But that seems even less likely since Oracle rolled in Pillar Data Systems on Wednesday morning. So, it looks like either HDS decides that it wants to own its OEM partner outright or BlueArc (finally) hits the market.

Bolting onto the PE platform

Brenon Daly

Contact: Brenon Daly

One of the knock-on effects of private equity (PE) spending hitting its highest level in three years in 2010 has been the emergence of bolt-on deals in 2011. Consider the recent M&A activity at Emailvision, an SMB-focused email marketing vendor. The company had been listed on the Euronext, although, candidly, European investors didn’t really appreciate Emailvision’s SaaS delivery model. So rather than stick around as an unloved public company, the firm sold a nearly 70% stake last summer to PE shop Francisco Partners. The transaction valued the overall company at around $109m.

Fast-forward less than a year since selling a majority stake, and Emailvision has already done one small deal as well as a more recent acquisition that it could have never pulled off without the deep pockets of its PE patron. Earlier this month, Emailvision closed its $40m pickup of smartFOCUS, which had been listed on the London Stock Exchange. The transaction added more than $20m to Emailvision’s revenue, which we understand should hit about $110m this year. (That would be nearly twice the level it was before it went private, with M&A boosting an already healthy 40% organic growth rate.) And the vendor may not be done buying. We gather that Emailvision may well announce another deal before the end of the year.