TECHNOLOGY, MEDIA, & TELECOM

Transcription

1 Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

2 HARRIS WILLIAMS & CO. OVERVIEW HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM KEY FACTS 24 year history with over 170 closed transactions in the past 3 years Approximately 230 professionals across eight offices in the U.S. and Europe Strategic relationships in India and China 10 industry groups SOFTWARE / SAAS HW&Co. OFFICE HW&CO., MEDIA & TELECOM (TMT) GROUP INDUSTRY SECTORS INTERNET & DIGITAL MEDIA STRATEGIC RELATIONSHIPS CONTENTS DEAL SPOTLIGHT WHAT WE RE READING NOTEWORTHY SOFTWARE TRANSACTIONS SOFTWARE M&A ACTIVITY SOFTWARE SECTOR OVERVIEWS SOFTWARE PRIVATE PLACEMENTS OVERVIEW SOFTWARE PUBLIC COMPARABLES OVERVIEW IPO OVERVIEW MIDDLE MARKET DEBT OVERVIEW TMT CONTACTS UNITED STATES Jeff Bistrong Managing Director bistrong@harriswilliams.com Mike Wilkins Managing Director mwilkins@harriswilliams.com Application Software Data and Analytics IT and Tech-Enabled Services Accounting and Legal Education Infrastructure Software Telecom and Data Center Solutions TMT VERTICAL FOCUS AREAS Energy Finance and Retail AdTech and Marketing Solutions Digital Media, Content and Gaming Consumer Internet ecommerce Mobile Healthcare Public Sector EUROPE Thierry Monjauze Managing Director tmonjauze@harriswilliams.com TO SUBSCRIBE PLEASE tmt_reader@harriswilliams.com SELECT 2014 HW&CO. TMT TRANSACTIONS has received a minority Investment from has received a majority Investment from has merged with has become a wholly owned subsidiary of has received a significant investment from has merged with PAGE 1

3 DEAL SPOTLIGHT LOGIBEC HW&Co. advised Logibec, the leading provider of clinical and administrative IT solutions for the Canadian Healthcare System, on its sale to GI Partners. HW&Co. worked closely with Logibec s management team to educate potential acquirers on similarities and difference between US and Canadian healthcare systems. a portfolio company of GI Partners has extensive IT infrastructure and healthcare services expertise that it will bring to bear as Logibec enhances its healthcare IT solutions. Logibec expects to pursue key strategic initiative including the introduction of new solutions, geographic expansion, and execution of add-on acquisitions. HW&Co. has advised on 14 recent HCIT transactions, all of which have been consummated with a strategic acquirer; Logibec will be HW&Co. s first HCIT M&A transaction sold to a financial investor. ABOUT LOGIBEC FOR MORE INFORMATION, PLEASE CONTACT: Jeff Bistrong, Managing Director jbistrong@harriswilliams.com Sam Hendler, Director shendler@harriswilliams.com Dedicated entirely to the health and social services sectors, Logibec was founded in 1982 and is headquartered in Montreal. Logibec is one of Canada's largest healthcare IT companies, with a comprehensive and robust suite of clinical and administrative information systems. Proven track record of acquiring and integrating tuck-in acquisitions to expand its geographic reach across Canada and enhance its software solution suite. PAGE 2

4 WHAT WE RE READING THE ENTERPRISE IN 2015 WHY MONEY IS POURING INTO ENTERPRISE STORAGE STARTUPS BILLIONS OF DOLLARS ARE SET TO FLOW INTO THESE 7 AREAS OF TECH IN 2015 DIGITAL HEALTHCARE INVESTMENTS ARE SOARING AGAIN. HERE'S WHY DOTCOM DAYS ARE HERE AGAIN THE RISE OF THE SENSORNET: 4.9BN CONNECTED THINGS IN 2015, SAYS GARTNER TechCrunch 12/25/14 Spurred by the recent success of vertical software companies such as Veeva, Opower, and Guidewire, TechCrunch estimates there will be greater investment activity in vertical cloud applications than in horizontal applications in Furthermore, TechCrunch is predicting stronger M&A activity from large diversified software companies as nascent industries begin to consolidate throughout the year. Read the full article here. Fortune 12/22/14 Traditionally, before software began eating the world, the business of relational databases was largely dominated by Oracle. Today, the industry is ripe for change as data storage has become cheaper, consumers are accessing larger data remotely and more frequently, and storage providers have shifted towards the software-defined storage model. As a result, investment in enterprise storage startups has totaled approximately $1 billion (reported) annually over the last three years. Read the full article here. Business Insider 12/18/14 According to Business Insider, seven tech trends are expected to drive significant investment activity over the next twelve months. Specifically, Business Insider cites the maturation of big data, the emerging threat of cyber attacks, and the evolving popularity of online marketplaces and the share economy as key factors that will impact investment allocation in Read the full report here. Fortune 11/19/14 In 2014, investors poured capital into healthcare IT companies as the system grapples with seemingly unjustifiable increases in healthcare costs and an ever-changing regulatory environment. By 2H 2014, investment in healthcare IT companies reached $2.3 billion, surpassing the previous year s total, according to Rock Health, a startup incubator. Read the full article here. Channelnomics 11/18/14 According to a report from EY, aggregate deal volume reached a new post-bubble high of $73.7 billion from July to September 2014, up 41% from the previous quarter and 4% year-over-year. Increased confidence in the global economy coupled with emerging cloud/saas applications and smart mobility are driving deals. Forecasted growth in tech M&A is equally favorable as investors look towards 2015 to continue momentum in the sector. Read the full article here. TechCrunch 11/11/14 Gartner estimates a 30% increase in the number of connected objects in use, which is largely being driven by widespread and increasing use of sensor-connected devices proliferating the Internet of Things. Sectors privy to the highest growth rates of connected devices include the automotive, consumer, and business sectors, resulting in a combined 25 billion devices forecasted by Read the full report here. PAGE 3

5 OTHER NOTEWORTHY SOFTWARE TRANSACTIONS 4Q 2014, MEDIA, & TELECOM Ent. Value: $3.47B Revenue: $1.09B Announced 12/15/14 EV / Revenue: 3.2x EV / EBITDA: 18.7x Thoma Bravo s pending take-private of Riverbed Technology Riverbed is a leading provider of application performance infrastructure solutions that optimize and control the hybrid enterprise. Riverbed provides world-class solutions to more than 25,000 customers worldwide, including 97 percent of the Fortune 100 and Forbes Global 100. Riverbed represents the largest acquisition in Thoma s 20+ year history and marks the firm s second multi-billion dollar takeprivate acquisition in just three months, following the acquisition of Compuware in September for $2.4 billion. Announced 11/25/14 Ent. Value: $1.14B Revenue: $333.3M EV / Revenue: 3.3x EV / EBITDA: 23.6x Vista Equity Partners pending take-private of Advanced Computer Software Group British software maker, Advanced Computer Software provides patient management software to health care providers, backoffice systems for businesses and outsourced information technology services. Under Vista s ownership, ACS plans to pursue acquisitions more aggressively after struggling over the past year to beat out wellarmed private equity investors or lure would-be targets away from appealing opportunities in the equity markets. The transaction marks the second take-private for Vista in 2014, following the firm s blockbuster acquisition of TIBCO, which closed in December. Ent. Value: $400M Revenue: NA Closed 11/3/14 EV / Revenue: NA EV / EBITDA: NA Aetna s acquisition of bswift bswift offers software and services that streamline benefits, human resources, and payroll administration for employers and exchanges nationwide. As a combined entity, Aetna and bswift will contribute to more affordable health care by offering consumers more choice, education, and ease of use in order to make value-based decisions. The acquisition has important implications for the health insurance industry as more insurers turn their focus on private exchanges. Ent. Value: NA Revenue: NA Announced 10/30/14 EV / Revenue: NA EV / EBITDA: NA Permira pending acquisition of Metalogix Software Metalogix develops management software tools for mission-critical collaboration platforms, including SharePoint, Exchange, and Office 365. Permira plans to scale Metalogix s organic growth and pursue M&A opportunities within the rapidly increasing collaboration services software market, which is expected to reach $67 billion by 2018 according to Forrester Research. The Metalogix acquisition furthers Permira s stated technology strategy of investing in software companies in secular growth markets. Announced 10/9/14 Ent. Value: $860.5M Revenue: $268.5M EV / Revenue: 3.2x EV / EBITDA: 16.2 Apax Partners pending take-private of Exact Holding Exact Holding provides cloud-based business software for SMBs in the Netherlands and other Nordic regions in Europe. Apax Partners considerable international software expertise will enable Exact to accelerate and expand its international growth strategy in cloud and scale up its portfolio of cloud-based business software. This acquisition marks yet another private equity takeover in the rapidly consolidating Dutch enterprise software market, following the acquisition of cloud-software maker Unit4 by Advent International in March of PAGE 4

6 SOFTWARE ACQUISITION ACTIVITY STRATEGIC ACQUIRERS MOST ACTIVE STRATEGIC ACQUIRERS OF SOFTWARE ASSETS BY VOLUME 1, 2 Google, Oracle, and Microsoft led the way in 2014 completing a combined 43 acquisitions. Google made three notable acquisitions in 2014 to bolster its cloud platform Firebase, a backend app developer service, Stackdriver, a monitoring service, and Zync, a visual effects rendering software company. In 2014, Oracle focused on expanding its vertical footprint, specifically in retail with the MICROS acquisition, and enhancing its BI capabilities through the Blue Kai and DataLogix acquisitions GLOBAL STRATEGIC ACQUIRER SOFTWARE M&A ACTIVITY BY VOLUME 2 Overall, strategic software M&A activity in 2014 was slightly up compared to 2013, despite a slight decrease in activity in 4Q. Traditional software bellwethers continue to consolidate niche markets as they look to fill product gaps and maintain a competitive advantage against nimbler, more disruptive innovators Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 (1) This analysis compiles software M&A transactions for the most active strategic acquirers from 2010 to (2) Non-control, private placement transactions were excluded from this analysis. Source: Capital IQ and HW&Co. research. PAGE 5

7 SOFTWARE ACQUISITION ACTIVITY PRIVATE EQUITY NEW PLATFORM PRIVATE EQUITY SOFTWARE ACQUISITION VOLUME 1, 2 In 2014, Vista Equity, Thoma Bravo, and Accel-KKR were the most active investors in new software platforms, completing a combined 22 new platform acquisitions. SaaS-based, niche market leaders across multiple verticals (e.g., healthcare, consumer, finance) remain among the most sought after acquisition targets for private equity investors GLOBAL NEW PLATFORM PRIVATE EQUITY SOFTWARE ACQUISITION VOLUME 2 At 42 completed new software platform transactions, activity in 4Q 2014 was consistent with average levels seen over the last few years Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 (1) This analysis compiles new platform transactions for the most active financial buyers from 2010 to (2) Non-control, private placement transactions were excluded from this analysis. Source: Capital IQ and HW&Co. research. PAGE 6

8 APPLICATION SOFTWARE M&A MARKET SUMMARY APPLICATION SOFTWARE M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED) After a 2014 peak in 2Q, Application Software M&A activity registered a second quarter of modest decline in 4Q In 2014, median revenue multiples for publicly disclosed Application Software transactions continued an upward trend in a highly competitive M&A environment x 1.7x 2.0x 1.8x 1.9x 1.2x 2.1x 2.4x 1.3x 1.4x 1.5x 1.6x 2.4x 2.7x 2.0x 2.5x 2.3x 4Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 4Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 NOTABLE APPLICATION SOFTWARE M&A TRANSACTIONS Both strategics and private equity investors continue to exhibit a strong appetite for Application Software, notably for vertically-focused companies. In 4Q 2014 alone, there were five notable transactions in the healthcare IT sector Vista- ACS, AMN-Avantas, GI- Logibec, Emdeon-Change Healthcare, and Cognizant- TriZetto. DATE CLOSED ACQUIRER TARGET DESCRIPTION ENTERPRISE VALUE (MM) Pending Vista Equity Partners Advanced Computer Software Group Healthcare and business software solutions. $1, x Pending Centerbridge Partners, L.P. IPC Systems, Inc. Trading communication systems for the financial services industry. $1,200 NA Pending Nordic Capital VIZRT Ltd. Real-time 3D graphics, studio automation, sports analysis, and asset management tools. $ x Pending HgCapital Allocate Software plc. Workforce optimization and compliance software application services. $ x Pending Apax Partners LLP Exact Holding NV Cloud-based business software solutions for SMBs. $ x Pending 3D Systems Corporation Cimatron Ltd. Computer-aided design software products $76 1.6x Pending GI Partners, LLC Logibec Inc. Clinical and administrative information systemsfor the healthcare industry. $342 CONFIDENTIAL 5.5x 12/22/14 AMN Healthcare Services Inc. Avantas, LLC Labor management solutions and services to the healthcare industry. $25 NA 12/15/14 Servelec Group plc Corelogic Limited Integrated social care, health, and education case management software. $37 2.4x 12/08/14 Emdeon Inc. Change Healthcare Corporation Healthcare cost transparency and consumer engagement solutions. $185 NA 12/01/14 P2 Energy Solutions Merrick Systems, Inc. IT services, software, and hardware for oil and gas companies. NA NA 11/30/14 SS&C Technologies Holdings, Inc. DST Global Solutions Limited Financial technology solutions to finance and utilities organizations. $95 1.4x 11/24/14 Speed Commerce, Inc. Fifth Gear, LLC Order management and warehouse management solutions. $75 1.5x 11/20/14 Insight Venture Partners TriTech Software Systems Inc. Enterprise-wide cloud-based and on-premise public safety solutions. NA NA 11/20/14 Cognizant Technology Solutions TriZetto Corporation IT and service solutions for the healthcare industry. $2,700 NA 10/31/14 Nemetschek AG Bluebeam Software, Inc. PDF solutions for digitizing project communications. $ x 10/22/14 Cision AB Gorkana Group Limited Media intelligence and insight services. $323 NA REVENUE MULTIPLE MEDIAN $ x Source: Capital IQ and HW&Co. proprietary information. PAGE 7

9 SAAS M&A MARKET SUMMARY SAAS M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED) SaaS M&A activity experienced a moderate decline in 4Q 2014 after reaching peak levels in 2Q SaaS M&A multiples continue to fall within a broad range, with marquee companies such as Trulia, Concur, and OpenTable registering high double-digit revenue multiples in 2H x 6.0x 2.4x 4.5x 3.3x 8.8x 2.8x 6.0x 5.0x 5.0x 3.4x 6.7x 6.1x 3.1x 4.0x 3.3x 1.0x 4Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 4Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 NOTABLE SAAS M&A TRANSACTIONS Private equity is driving a substantial portion of SaaS M&A activity. As the Internet of Things market evolves, machine-2- machine (M2M) technologies are becoming increasingly attractive acquisition targets as evidenced by three 2H 2014 transactions in the sector Sierra-Wireless Maingate, KORE-RACO, and PTC-Axeda. DATE CLOSED ACQUIRER TARGET DESCRIPTION ENTERPRISE VALUE (MM) Pending salesforce.com, inc. RelateIQ, Inc. Online relationship management platform. $391 NA Pending Zillow, Inc. Trulia, Inc. Software tools to research homes and neighborhoods. $3, x Pending Sierra Wireless Inc. Wireless Maingate AB M2M communication solutions for connecting assets, devices, or machines. $90 NA Pending Dealertrack Technologies, Inc. Incadea Plc Enterprise software solutions and services to the automotive retail and wholesale markets. $ x Pending EnerNOC, Inc. World Energy Solutions, Inc. SaaS-based energy management solutions. $77 2.0x 12/15/14 KORE Wireless Group Inc. (ABRY) RACO Wireless, LLC M2M wireless data solutions and services. NA NA 12/04/14 SAP America, Inc. Concur Technologies, Inc. Integrated travel and expense management solutions. $7, x 11/30/14 Bertelsmann SE & Co. Relias Learning, LLC E-learning services on clinical, recovery, and compliance topics. $540 NA 11/25/14 Aetna Inc. bswift, LLC Online benefits, HR, and payroll administration solutions. $400 NA 11/18/14 Cox Automotive, Inc. Xtime Inc. Hosted Web scheduling and CRM solutions. $325 NA 10/31/14 Omnitracs, LLC XRS Corporation Compliance and fleet management solutions. $ x 10/16/14 Sage Software, Inc. PAI Group, Inc. Payroll, HR, tax filing, and time and attendance keeping software and services. $ x 10/01/14 Blackbaud Inc. MicroEdge, LLC Grants management and employee engagement software solutions. $160 CONFIDENTIAL 4.5x 09/09/14 Dassault Systèmes BV Quintiq Holding B.V. Supply chain planning and optimization software platform. $ x 08/11/14 PTC Inc. Axeda Corporation Cloud-based service and software for managing connected products and machines. $170 NA 07/24/14 The Priceline Group Inc. OpenTable, Inc. Restaurant reservation mobile solutions. $2, x 06/30/14 Insight Venture Partners iparadigms, LLC Cloud-based educational technologies. $752 NA REVENUE MULTIPLE MEDIAN $ x Source: Capital IQ and HW&Co. proprietary information. PAGE 8

10 DATA AND ANALYTICS M&A MARKET SUMMARY DATA AND ANALYTICS M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED) Data and Analytics M&A activity demonstrated strong momentum throughout 2014, with 4Q reaching its highest quarterly total since 1Q In 2014, Data and Analytics transaction multiples heated up as demand continued to strengthen for solutions that enable businesses to optimize their operations and customer experience through data and predictive analytics x 1.2x 1.6x 1.3x 1.4x 3.3x 1.6x 0.9x 1.8x 1.1x 0.9x 1.4x 0.7x 3.0x 2.7x 2.7x 2.3x 4Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 4Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 NOTABLE DATA AND ANALYTICS M&A TRANSACTIONS The 2H of 2014 highlights strong interest in vertically-focused Data and Analytics assets as evidenced by Carlyle s acquisition of Dealogic (banking), Symphony s acquisition of Dodge Data (construction), and Vista s acquisition of AGDATA (agriculture). DATE CLOSED ACQUIRER TARGET DESCRIPTION ENTERPRISE VALUE (MM) Pending Oracle Corporation Collective Intellect, Inc. Web-based, automated, real-time text mining and analytics software. NA NA Pending The Carlyle Group Dealogic (Holdings) plc Technology, content, and support for investment banks. $ x Pending First Derivatives plc Kx Systems, Inc. Database platform for processing real-time and historical data. $ x Pending Open Text Corporation Actuate Corporation Enterprise reporting software for business intelligence, performance manaegment, and reporting.$ x Pending Aval Data Corporation Fixstars Corporation Application Development Tools For Big Data Analysis. $ x Pending Engility Holdings, Inc. TASC, Inc. Big-data cybersecurity and counterintelligence solutions. $1, x Pending Oracle Corporation DataLogix Holdings, Inc. Purchase-based audiences models targeting to drive online and offline sales. NA NA 12/05/14 Vista Equity Partners TIBCO Software Inc. Data integration and business intelligence software. $4, x 11/20/14 Solera Holdings Inc. CAP Automotive Limited Vehicle values and technical data for the automotive sector. $ x 11/18/14 MedeAnalytics, Inc. ONFocus Healthcare, Inc. Enterprise performance management software and support services. NA NA 11/10/14 HGGC, LLC Survey Sampling International, LLC Sampling, data collection, and data analytic solutions. NA CONFIDENTIALNA 11/03/14 Symphony Technology Group Dodge Data & Analytics LLC Data analytics and intelligence solutions for commercial construction industry. $ x 11/03/14 Cornerstone OnDemand, Inc. Evolv, Inc. Cloud computing, workforce optimization solutions through big data. $45 NA 10/31/14 Qlik Technologies, Inc. DataMarket ehf. Marketplace for structured data and statistics. $14 NA 09/03/14 Teradata Corporation Think Big Analytics, Inc. Big data and advanced analytics consulting services. NA NA 07/21/14 Vista Equity Partners AGDATA LP Agricultural and animal health data and analytical solutions. NA NA 07/01/14 Acxiom Corporation LiveRamp, Inc. Data onboarding platform. $ x REVENUE MULTIPLE MEDIAN $ x Source: Capital IQ and HW&Co. proprietary information. PAGE 9

11 INFRASTRUCTURE SOFTWARE M&A MARKET SUMMARY INFRASTRUCTURE SOFTWARE M&A VOLUME (GLOBAL) MEDIAN M&A REVENUE MULTIPLES (REPORTED) 4Q 2014 Infrastructure Software M&A volume was slightly below recent quarterly averages. The median M&A revenue multiple of 3.0x in 4Q 2014 was in line with high profile takeprivates of Riverbed and Compuware x 3.1x 4.8x 4.8x 2.3x 2.8x 4.0x 3.0x 2.5x 2.9x 3.0x 1.8x 1.8x 1.3x 1.3x 1.3x 0.6x 4Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 4Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 NOTABLE INFRASTRUCTURE SOFTWARE M&A TRANSACTIONS Strategic Infrastructure Software consolidators such as EMC, Citrix, Red Hat, and VMware were active throughout Private equity investors, specifically, Thoma Bravo, Marlin Equity, and Veritas Capital, continue to demonstrate strong interest in the Infrastructure Software sector. DATE CLOSED ACQUIRER TARGET DESCRIPTION ENTERPRISE VALUE (MM) Pending Thoma Bravo; Ontario Teacher's Riverbed Technologies Application performance infrastructure solutions. $3, x Pending Marlin Equity Partners, LLC CA Technologies (Arcserve Business) Backup and recovery software solutions. NA NA Pending Gemalto NV SafeNet, Inc. Data protection and software monetization solutions. $890 NA Pending Digital Turbine, Inc. Appia, Inc. Mobile performance solutions for developers, publishers, and advertisers. $75 2.5x Pending j2 Global, Inc. Carbonite, Inc. Online backup services to mainstream computer users. $ x Pending Belden Inc. Tripwire, Inc. Configuration audit and control management software. $710 NA Pending Red Hat, Inc. FeedHenry Ltd. Cloud-based mobile application platform for enterprise application development. $82 NA 12/22/14 Atea ASA Axcess A/S Network solutions to Danish enterprises. $53 0.5x 12/18/14 Permira Advisers Ltd. Metalogix Software US, Inc. Management tools for SharePoint, Exchange, and Office 365. NA NA 12/15/14 Thoma Bravo, LLC Compuware Corporation Software solutions and application practices for information technology organizations. $2, x 12/02/14 Progress Software Corporation Telerik AD User interface tools and cloud services for the application development lifecycle. $ x 11/20/14 Micro Focus International plc The Attachmate Group, Inc. Enterprise software solutions to manage and secure complex IT environments. $2, x 10/28/14 EMC Corporation Maginatics, Inc. Software-only solutions for enterprise storage applications. NA NA 10/03/14 Anite plc Xceed Technologies, Inc. Wireless network optimization solutions. $35 3.0x 10/01/14 Veritas Capital BeyondTrust Software, Inc. Privileged account management and vulnerability management software. $310 NA 08/15/14 VMware, Inc. CloudVolumes, Inc. Application and workload management within the cloud and datacenter. NA NA 05/28/14 Automic Software GmbH ORSYP S.A.S. IT operations management solutions. $95 CONFIDENTIAL 1.8x REVENUE MULTIPLE MEDIAN $ x Source: Capital IQ and HW&Co. proprietary information. PAGE 10

12 Volume $ in Thousands, MEDIA, & TELECOM PRIVATE PLACEMENT ACTIVITY BY SOFTWARE SECTOR PRIVATE PLACEMENTS BY SOFTWARE SECTOR AND NEW CAPITAL RAISED Despite lower volume in 4Q 2104, total new capital raised by software companies continued its upward trend and reached its highest level since 2Q 2011 with $9.3 billion of reported capital invested Q-10 1Q-11 2Q-11 3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 $10,000 $9,000 $8,000 $7,000 $6,000 $5,000 $4,000 $3,000 $2,000 $1,000 $0 Application Software SaaS Data & Analytics Infrastructure Software Total New Capital (Reported) PRIVATE PLACEMENT CAPITAL RAISED BY ROUND (AS PERCENTAGE OF TOTAL REPORTED PRIVATE PLACEMENT CAPITAL) In 4Q 2014, approximately 47% of all reported private placement capital was deployed in Series B rounds, representing the highest percentage of Series B capital invested in the last 16 quarters. This increase suggests a number of early stage investments have reached levels requiring new capital for continued growth. 16% 14% 22% 21% 23% 29% 25% 27% 26% 25% 21% 24% 25% 22% 26% 34% 31% 11% 24% 41% 21% 23% 13% 15% 24% 18% 15% 14% 21% 18% 24% 27% 16% 23% 23% 28% 22% 23% 30% 27% 29% 28% 28% 31% 34% 20% 20% 17% 30% 28% 47% 28% 36% 34% 33% 26% 25% 24% 27% 20% 21% 22% 22% 19% 19% 22% 17% 12% 2% 3% 3% 2% 3% 6% 4% 4% 6% 4% 5% 6% 6% 4% 3% 3% 3% 4Q-10 1Q-11 2Q-11 3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 Seed Series A Series B Series C Series D / or later Source: Capital IQ and PitchBook. PAGE 11

13 SELECT RECENT SOFTWARE PRIVATE PLACEMENTS DATE COMPANY SECTOR TOTAL ROUND ROUND RAISED INVESTORS (CURRENT ROUND) DESCRIPTION SIZE ($M) ($M) 12/11/2014 Infrastructure Software D $51 $89 Zouk Capital, Matrix Partners, Hermes GPE, Eden Ventures, JAFCO Ventures, DAG Ventures Prov ides cloud collaboration and content management solutions for enterprises and gov ernment agencies internationally. 12/11/2014 Data and Analytics B $25 $35 Redpoint Ventures Offers cloud-based, data-powered business applications. 12/8/2014 Infrastructure Software B $36 $49 Khoasla Ventures, Andreessen Horowitz, Fuel Capital, SV Angel Prov ider of an application programming interface for building distributed systems. 12/2/2014 Data and Analytics Late Stage $35 $145 Sapphire Ventures, Industry Ventures, Vista Equity Partners, Union Square Ventures, Foundry Group, Costanoa Venture Capital Prov ides intelligence solutions that to maximize inbox placement and impact, and protect their users and brands. 11/26/2014 Infrastructure Software C $50 $92 Accel Partners, Charles Riv er Ventures, General Catalyst Partners, Andreessen Horowitz Prov ider of software that extracts useful information from stored data sets. 11/24/2014 SaaS Late Stage $28 $142 Sunpower Corporation Prov ider of cloud-based energy serv ices management solutions. 11/23/2014 Data Analytics 11/19/2014 Application Software C $104 $104 Access BridgeGap Ventures, Horizons Ventures, Tata Communications B $15 $45 Heritage Group, Foundation Medical Partners, North Bridge Growth Equity, GE Ventures Dev elops a data-analysis technology to distribute artificial intelligence software platform to graphics and computer processors worldwide. Prov ider of clinical integration and data management solutions to the healthcare industry. 11/12/2014 Infrastructure Software Late Stage $25 $75 Centerv iew Capital, Adv anced Technology Ventures, Trident Capital, Inc., StarVest Partners, Next World Capital Prov ides cloud-based financial applications for planning, consolidation, reporting, and analytics in v arious industries worldwide. 11/10/2014 Application Software Late Stage $57 $71 Spectrum Equity Inv estors, Accel Partners Prov ides a cloud-based presentation tool for v isualization and storytelling. 11/6/2014 Application Software Late Stage $19 $26 LLR Partners Prov ides project and life cycle management software tools. 10/16/2014 Application Software Late Stage $24 $38 Priv ate Inv estor Prov ides a unified digital banking solution for retail and business users. Note: Total raised represents the total reported amount raised to date. Source: Capital IQ and PitchBook. PAGE 12

14 PUBLIC SOFTWARE VALUATION MULTIPLES BY SECTOR STOCK PERFORMANCE (1- & 3-YEAR) REVENUE MULTIPLE ANALYSIS 4Q 2013 VS. 4Q 2014 Bellwethers 18.3% 53.8% 10.7x 10.7x 4Q '13 4Q '14 Communication Enterprise HCM Marketing PLM and Design (9.6%) (4.3%) 0.1% 8.5% 7.5% 3.6% 50.7% 61.7% 93.0% 133.8% 2.4x 3.7x 3.1x 3.2x 4.0x 4.3x 8.4x 6.0x 6.8x 3.3x3.5x 7.7x 4.5x 2.1x 1.4x 5.9x 4.8x 4.3x 3.7x 5.7x 4.0x 8.3x 8.9x 6.2x 3.9x3.6x 2.8x2.9x 5.3x 6.4x 4.1x SCE (16.2%) 101.8% (32.8%) Energy (8.0%) 2.3% Financial (6.9%) 68.3% EBITDA MULTIPLE ANALYSIS 4Q 2013 VS. 4Q 2014 HCIT 65.0% Public Sector Large-Cap SaaS (1.9%) 7.2% 56.2% 151.5% 73.9x 66.5x 77.5x 75.5x 73.9x 61.5x 4Q '13 4Q '14 Small-Cap SaaS (11.7%) 93.0% Data and Analytics Data Storage IT Security 5.5% 45.6% 9.5% 27.0% 5.8% 41.3% 13.5% 9.6x 8.9x 24.9x 22.5x 13.9x 14.5x 36.1x 27.3x 23.4x 23.4x 24.8x 22.7x 20.1x 15.4x 17.6x 17.6x 17.3x 15.7x 15.2x 12.4x 20.8x 18.5x 13.6x 10.4x 11.0x 8.2x 17.7x 16.9x Network Management 1 Yr Stock Performance 3 Yr Stock Performance Note: Large-Cap SaaS companies have market capitalizations greater than $2.0bn, while Small-Cap SaaS companies have market capitalizations less than $2.0bn. Source: Capital IQ. PAGE 13

15 KEY METRICS BY SECTOR PUBLIC SOFTWARE COMPANIES MEDIAN EV / LTM REVENUE MULTIPLE MEDIAN NTM REVENUE GROWTH CORRELATION WITH EV/R MULTIPLE MEDIAN NTM EBITDA GROWTH CORRELATION WITH EV/R MULTIPLE MEDIAN LTM EBITDA MARGIN CORRELATION WITH EV/R MULTIPLE Large-Cap SaaS 8.3x 22% 79% 24% 76% HCM 8.4x 26% 92% 41% 71% Marketing 6.8x 21% 84% 15% 3% 7% IT Security 6.4x 15% 88% 7% 6% Small-Cap SaaS 6.2x 23% 92% 16% 12% Financial 4.8x 9% 50% 10% 43% 2% 63% SCE 4.5x 11% 45% 16% 10% 57% Enterprise Public Sector Network Mgmt 4.1x 4.0x 3.7x 7% 20% 6% 63% 9% ` 9% 93% 8% 96% 7% 59% 13% 73% 14% 14% 24% HCIT 3.7x 16% 77% 20% 42% 21% Data and Analytics 3.6x 11% 95% 27% 6% PLM and Design 3.5x 7% 38% 10% 41% 4% 75% Communication 3.2x 14% 83% 9% 13% 0% Software Bellwethers 3.1x 4% 66% 4% 44% 18% 81% Data Storage 2.9x 7% 89% 4% 10% Energy 1.4x 11% 34% 18% 27% Note: Large-Cap SaaS companies have market capitalizations greater than $2.0bn, while Small-Cap SaaS companies have market capitalizations less than $2.0bn. NTM revenue and EBITDA consensus estimates are as of December 31, Source: Capital IQ. PAGE 14

16 SUMMARY OF IPOS RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE) $0-50M $50-100M $ M $250M was a solid year for U.S. based technology IPOs, despite a slowdown in the second half of the year. In total, 47 tech companies went public on U.S. exchanges in In 2014, over 40% of technology IPOs garnered valuations greater than $1 billion at trade date. 43% of technology IPOs experienced LTM revenue growth greater than 75% pre-ipo. 4Q-10 1Q-11 2Q-11 3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 OFFERING SIZE AT IPO MARKET CAP AT IPO REVENUE GROWTH (1YR PRIOR TO IPO) $0-50M $50-100M $ M $250M + $0-50M $50-500M $500M-$1B $1B+ < 25% 25-75% > 75% 13% 13% 9% 20% 43% 30% 43% 30% 45% 19% 36% Note: Analysis includes all technology IPOs on U.S. exchanges. Pie Charts are calculated based on 2014 IPOs. Source: Capital IQ. PAGE 15

17 KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS 350.0% 302.3% 300.0% % Revenue Growth % 200.0% 150.0% 100.0% 50.0% 212.3% 21.1% 64.2% 117.7% 164.0% 41.2% 24.7% 151.0% 200.7% 101.7% 164.6% 186.5% 175.8% 100.5% 0.0% (50.0%) 250.0% 200.0% 93.5% 150.0% 75.3% 94.8% 170.8% 170.8% 222.1% 222.1% 20.1% Stock Performance 2 4.5% 100.0% 50.0% 0.0% (50.0%) (100.0%) (16.0%) (26.9%) (27.6%) (44.7%) 21.5% 11.9% (21.4%) (25.1%) (26.9%) (21.4%) (25.1%) (29.4%) 10.7% 10.7% (9.4%) (12.8%) (13.3%) (26.3%) (13.3%) 56.2% 56.2% 62.2% 62.2% 34.4% 34.4% (20.3%) (20.3%) 68.8% 68.8% 51.5% 51.5% 12.6% 12.6% (4.3%) (4.3%) (150.0%) (200.0%) (250.0%) TRADE DATE OFFER PRICE OFFERING SIZE ($M) OFFER TO CURRENT Circle Size Denotes Revenue ($) 3/13/14 3/20/14 4/3/14 5/14/14 6/11/14 6/25/14 7/17/14 7/18/14 7/31/14 10/8/14 11/5/14 12/11/14 12/11/14 12/11/14 12/11/14 $16.0 $13.0 $19.0 $9.0 $9.0 $15.0 $10.0 $7.0 $25.0 $25.0 $12.0 $16.0 $23.0 $8.0 $14.0 $177.6 $96.1 $115.9 $100.0 $100.0 $77.5 $58.5 $71.9 $889.7 $125.0 $46.2 $100.0 $115.0 $53.1 $100.8 (26.9%) (21.4%) (25.1%) 170.8% 10.7% (13.3%) 56.2% 222.1% 62.2% 34.4% (20.3%) 68.8% 51.5% 12.6% (4.3%) Source: Capital IQ. (1) Revenue growth based on LTM prior to IPO Date. Offering size and revenue at IPO are shown in millions. (2) Represents the percentage change in stock price from IPO date to December 31, PAGE 16

18 MIDDLE MARKET DEBT / LBO MARKET OVERVIEW MIDDLE MARKET LBO LOAN MULTIPLES 1 MIDDLE MARKET LOAN VOLUME 1 4.9x FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA 5.6x 4.8x 4.7x 4.7x 4.8x 4.9x 4.5x 4.5x 4.1x 4.3x 4.2x 4.3x 4.0x 3.8x 3.8x 3.4x 3.3x $141B $120B Institutional Pro Rata $189B $169B $164B $153B $137B $126B $125B $127B $132B $115B $88B Debt markets continued to strengthen during 2014, with lenders actively seeking high quality software credits. Despite a recent slowdown in LBO loan activity, average leverage multiples continued their upward trajectory, reaching their highest level since $66B $54B $72B $62B $53B YTD 3Q14 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 LBO LOAN VOLUME BY INDUSTRY 2 SPONSORED LOAN VOLUME BY PURPOSE 2 3Q 2014 YTD Volume: $70.6 Billion Other Services & Leasing Manufacturing & Machinery Technology Healthcare 11.9% 11.7% 11.0% 22.2% 24.0% 3Q 2014 YTD Volume: $255.7 Billion LBO Refinancing Recap / Dividend Acquisition 13.2% Merger 10.0% 16.8% 23.5% 27.6% In 2014, technology companies were the fourth largest recipients of LBO loans, signifying strong appetite for new platform investments. In 2014, more than 50% of sponsored loans were dedicated to LBOs and refinancings. Chemicals 7.3% Other 3.4% Entertainment & Leisure 4.9% Recap / IPO 2.6% Retail 4.2% Exit Financing 1.7% Building Materials 3.0% Corporate Purpose 1.3% (1) PNC Capital Markets. (2) S&P LCD stats. PAGE 17

19 INFRA SOFTWARE SAAS VERTICAL APPLICATION SOFTWARE HORIZONTAL, MEDIA, & TELECOM SOFTWARE SECTOR PUBLIC COMPANY UNIVERSE Software Bellwethers Microsoft Google Oracle Intel IBM Cisco SAP HP EMC Communication Software Nuance NICE Synchronoss NeuStar BroadSoft MobileIron Tangoe Enterprise Software Oracle IBM SAP Adobe Intuit Sage Group Open Text IFS TOTVS Human Capital Management (HCM) Workday Ultimate SW Cornerstone Paylocity Paycom ClickSoftware Halogen Marketing Software Salesforce Marketo CTCT HubSpot Callidus Bazaarv oice PLM and Design Software Dassault Autodesk Ansys Synopsys Cadence PTC Mentor Graphics Supply Chain Execution (SCE) Manhattan Aspen Tech Fleetmatics Descartes SPS SciQuest Amber Road American E2open Speed Commerce Energy Software Av ev a OPOWER Silv er Spring EnerNOC PSI Financial Software Jack Henry SS&C Oracle Financial Solera DH Corp. Ev estnet Adv ent Bottomline Healthcare IT (HCIT) Cerner athenahealth Veev a Medidata Allscripts HMS MedAssets Quality Systems CPSI Impriv ata Public Sector Software Constellation Tyler Tech Blackbaud NIC K12 Large-Cap SaaS ( $2Bn Mkt Cap) Salesforce Workday NetSuite athenahealth Ultimate SW Veev a Guidewire Dealertrack Medidata Cornerstone Small-Cap SaaS ( $2Bn Mkt Cap) Demandware Cornerstone Proofpoint Zendesk RealPage Fleetmatics Paycom Qualys LogMeIn Marketo Small-Cap SaaS (cont'd) Cv ent Castlight HubSpot SPS RingCentral Callidus OPOWER Q2 Benefitfocus Bazaarv oice Small-Cap SaaS (cont'd) incontact SciQuest Amber Road E2open Fiv e9 Upland Data and Analytics Splunk Teradata Tableau Informatica Verint Qlik Fair Isaac MicroStrategy Pegasystems PROS Holdings Network Management Vmware CA Red Hat Citrix F5 Networks SolarWinds NetScout Progress Radware Infoblox Data Storage EMC NetApp Iron Mountain Brocade CommVault Nimble Storage Barracuda Carbonite IT Security Symantec VeriSign Fortinet FireEye Trend Micro Proofpoint Imperv a Qualys AVG Tech Checkpoint PAGE 18

20 SAMPLE HW&CO. TMT TRANSACTIONS Please contact us regarding our experience in any TMT sector. has been recapitalized by has received a significant equity investment from SUPPLY CHAIN SOFTWARE HEALTHCARE HEALTHCARE EDUCATION HEALTHCARE ANALYTICS ENTERPRISE SOFTWARE ENTERPRISE SOFTWARE FINANCIAL HEALTHCARE SCM software for the food and beverage industries Cloud-based revenue-cycle management solutions Cloud-based clinical guidelines software solutions SaaS-based healthcare compliance training Patient engagement and analytics solutions ERP and e- commerce software ERP and e- commerce software Transaction processing and payment software solutions Medical claims processing software solutions has received a significant equity investment from has merged with HEALTHCARE INFRASTRUCTURE SOFTWARE SUPPLY CHAIN SOFTWARE HEALTHCARE HEALTHCARE HEALTHCARE HEALTHCARE FINANCIAL ENTERPRISE SOFTWARE Medical claims processing software solutions ITOM, business intelligence, and security software solutions Cloud-based supply chain management solutions SaaS-based software for the post-acute care industry Cloud-based Medical data archiving and storage solutions Regulatory process management solutions for life sciences industry Clinical and administrative HCIT systems Property tax collection, valuation and ancillary solutions SaaS-based giving and employee engagement solutions has become a wholly owned subsidiary of has received a majority investment from has received a significant equity investment from has received a minority investment from has received a significant equity investment from INFRASTRUCTURE SOFTWARE ECOMMERCE RETAIL EDUCATION ENERGY MARKETING ANALYTICS ENTERPRISE SOFTWARE FINANCIAL ENERGY MOBILE INTERNET Data center software solutions for IT automation Discount ecommerce retailer of clothing and apparel SaaS-based training solutions for senior care employees Solar inverters supported by leading software Sampling, data collection, and data analytic solutions SaaS-based parking management software solutions Specialized payroll solutions for the entertainment industry SaaS-based energy service management solutions Mobile monetization solutions for emerging markets PAGE 19

21 HARRIS WILLIAMS & CO. INDUSTRY GROUPS Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities. Our clients benefit form our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website at Aerospace, Defense & Government Services Building Products & Materials Business Services Consumer Industrials Energy & Power Healthcare & Lifesciences Specialty Distribution Technology, Media & Telecom Transportation & Logistics HARRIS WILLIAMS & CO. OFFICE LOCATIONS Boston Two International Place 24th Floor Boston, Massachusetts Phone: +1 (617) Fax: +1 (617) Cleveland 1900 East 9th Street 20th Floor Cleveland, Ohio Phone: +1 (216) Fax: +1 (216) UNITED STATES Philadelphia 1600 Market Street 21st Floor Philadelphia, Pennsylvania Phone: +1 (267) Fax: +1 (267) Richmond (U.S. Headquarters) 1001 Haxall Point 9th Floor Richmond, Virginia Phone: +1 (804) Fax: +1 (804) EUROPE Frankfurt Bockenheimer Landstrasse Frankfurt Germany Phone: Fax: London 63 Brook Street London W1K 4HS, England Phone: +44 (0) Fax: +44 (0) Minneapolis 222 South 9th Street Suite 3350 Minneapolis, Minnesota Phone: +1 (612) Fax: +1 (612) San Francisco 575 Market Street 31st Floor San Francisco, California 94105, USA Phone: +1 (415) Fax: +1 (415) Beijing Hong Kong Mumbai NETWORK OFFICES New Delhi Shanghai PAGE 20

22 HARRIS WILLIAMS & CO., MEDIA, & TELECOM SOURCES S&P Capital IQ. PNC Capital Markets. S&P LCD stats. PitchBook. HW&Co. proprietary transaction information. DISCLOSURES Harris Williams & Co. ( is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services. Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD- PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS. The information and views contained in this report were prepared by Harris Williams & Co. ( Harris Williams ). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams prior written consent. Copyright 2015 Harris Williams & Co., all rights reserved. PAGE 21