Colocation and Managed Hosting

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1 FOCUS Telecom Technology and Services Group Colocation and Managed Hosting Winter 2012 Report Vol. 1, No. 1 In this Issue Seasoned, Systematic, Successful SM 2 Introducing the Premiere FOCUS Colocation and Managed Hosting Report 3 Sub Sector Definitions 4 The Market: Supply and Demand Investment Banking and Advisory Services FOCUS LLC is a leading investment bank with specialized telecom technology and services expertise, concentrating on providing four highly-tailored services to emerging middle market and larger organizations in this sector: Sellside Assignments Buyside Engagements Capital Formation Valuation and Fairness Options 5 The Market: Target Customers 5 Competition and Economics 8 Public Markets Summary Comments 10 Public Markets: CMH Sector Charts 11 Public Markets: Data Center Real Estate Charts 12 Public Markets: Colocation and Interconnection Charts 13 Public Markets: Managed Hosting Charts 14 M&A Summary Comments 15 Private Company M&A Valuation 16 Regional M&A Activity 19 Public Company M&A Transactions, Announced Transactions with Valuation Multiples, Announced Transactions, FOCUS Telecom Technology and Services Team

2 Introducing the Premiere Issue of Colocation and Managed Hosting Report By David Freeland, FOCUS Principal and member of the FOCUS Telecom Technology and Services Team This report covers the global Colocation and Managed Hosting (CMH) sector. The primary sections include this introduction, a Sector Overview, Public Markets review, and Mergers and Acquisitions review. The Sector Overview section includes a description of markets and competition by sub sector. The Public Markets section defines the public companies in each sub sector and then reviews stock performance over 2011 for each respective company and sub sector. Finally, the M&A section reviews broader trends, including deal volume and value, valuation, regional activity, and selected public company acquisitions from 2004 to date. FOCUS believes that the Colocation and Managed Hosting (CMH) sector is one of the premier areas of growth and dynamic competition in Telecommunications (Telecom). We believe CMH will continue to be active for investment and for mergers and acquisitions. FOCUS is proud of its commitment to CMH and we are excited about the prospects for middle market companies in the sector. The FOCUS Telecom Technology and Services Group consists of four senior professionals with a mix of backgrounds that include experience at leading middle market investment banks and C-level operating expertise. FOCUS is highly qualified to help middle market clients reach their strategic objectives in CMH because our team: Devotes significant senior level resources to executing transactions for lower middle market clients, Has a breadth of knowledge that covers most segments of the telecom industry, Has bankers with C-level operating experience in the telecom industry, Has a proven transaction methodology for delivering results, Is equally comfortable with buy side and sell side M&A, Leverages an experienced team of research professionals, Has a national presence with coverage of both east and west coasts. The Importance of Capital Raising and M&A in the CMH Sector In a high capital expenditure business, the cost of capital is a critical source of advantage. Further, in a high growth business where greenfield development projects take months, keeping up with the pace of competition and the market requires a disciplined and active approach to M&A as a key source of growth. Sub Sector Definitions There are three sub sectors of Colocation and Managed Hosting: Data Center Real Estate, Colocation and Interconnection, and Managed Hosting. None of these sub sectors are mutually exclusive and at the extremes there is considerable overlap between them. Data Center Real Estate or Wholesale Colocation (DCRE) provides large enterprises and commercial colocation providers with the ability to lease large areas of private space, typically referred to as pods or cells, in facilities with very high available power. Customers then engineer private data centers within these facilities. In short, large enterprises band together to share the cost of the land and the facility shell, power, and external security but their data centers function autonomously and under the control of each respective internal IT staff. Colocation or Retail Colocation (Colocation) provides customers with the physical space for their internetfocused technology infrastructure, in addition to the power and cooling necessary to maintain that infrastructure at high levels of performance and without interruption. Colocation is different from DCRE in that customers do not provide their own infrastructure beyond servers, storage, and switch gear. 2

3 Given the proprietary nature of colocation activities, another critical element is security, both at the facility level and within the facility at the suite, cage, or cabinet level. A colocation facility is different from a captive data center for, say, a specific pharmaceutical or technology company, in that colocation facilities help many customers in different industries to co-locate and thereby share the cost of the facility, certain equipment, operating costs, and utility costs. Network neutral colocation facilities are different from, say, a single telecom carrier s data centers in that multiple carriers or connectivity providers are located in the facility. This provides clients with direct and cheap access to multiple networks, improving functionality and redundancy, and providing some price leverage on transport costs. Interconnection takes network neutrality a step further, providing customers with superior information exchange through Internet exchanges (IXs) and/or network access points (NAPs). In effect, providers of interconnection have first mover advantages in that they typically located the facility in an old carrier hotel. This networking delivers information faster (lower latency), at higher bandwidth connectivity and/or at cheaper transit cost. Managed Hosting extends the outsourcing of internet infrastructure further. In addition to colocation, the customer also outsources the ownership and ongoing management of the IT equipment in the data center, including servers and storage, to its hosting provider. Frequently the customer also outsources the design and the procurement of the infrastructure. Managed hosting includes shared hosting, dedicated hosting, and now virtualized hosting. In shared hosting multiple customers share servers, largely for the purposes of cost savings. Shared hosting was and is primarily sold to personal customers. In dedicated hosting, customers have dedicated servers for the purposes of superior performance and security. This approach typically results in low server utilization and is more costly. More recently, hosters have taken advantage of virtualization to provide customers with cheap, flexible capacity. Many smaller, private hosters refer to this as cloud hosting but it is more technically correct to refer it as virtualized hosting. There also are a number of managed hosters that provide cloud services. Cloud services or grid computing is different in that the hoster provides customers with online access to a wide array of on demand applications. 3

4 Sector Overview The Market: Supply and Demand The CMH market is large and it is growing quickly. Using estimates from Tier 1 to Gartner, the market is roughly $40 billion today and it is projected to continue to grow at nearly 20 percent per year through Another promising statistic is low current market penetration. In North America, CMH accounts for only 10 to 20 percent of enterprise data center spending today. This suggests that there is still a very large market opportunity in replacing current internal data center solutions as they become obsolete. CMH market growth is driven in part by the deployment of applications and storage on the internet, which in turn is driving vast increases in data and network traffic. According to Gartner, 30 billion pieces of content were added to Facebook in September of 2011 alone, while roughly 115 trillion s were sent last year. Worldwide IP traffic is expected to quadruple by To keep up with these trends, customers are sharing IT infrastructure. CMH customers have rapidly expanding IT costs, limited access to power, and a lack of experienced data center personnel. CMH solves a critical customer need for cheaper, more flexible data center capacity. Colocation Market (incl. DCRE and Colocation/Interconnection) The Colocation segment of the market remains attractive for investment and is also ripe for more consolidation. This segment is still growing quickly, at more than 15 percent per year, while supply continues to lag behind at closer to 6-8 percent. A recent Nemertes Research study of colocation supply and demand in North America, suggests that aggregate colocation demand will outstrip supply starting in 2012, with the gap growing larger through 2015 unless colocation providers rapidly increase expenditures on new capacity. This study has promising connotations on a global basis because North America is the most mature market. Managed Hosting Market The global Managed Hosting market is projected to grow even more quickly than Colocation, at nearly 20 percent per year. Managed hosting providers access broader markets, creating larger, more flexible demand than in colocation. Also the global market is less mature. Europe, as the second-leading continental market, is significantly behind North America in adoption of managed hosting and the other continents are even further behind. Cloud Services Market Managed hosters that provide cloud services are tapping into a market that is projected to achieve exceptional growth. The cloud services market, just under $3 billion today depending on how you measure it, is projected to grow at percent per year over the next several years. This new market allows hosters to access the market for delivery of a much broader array of applications and services online and is a logical extension of their service offerings to current customers. The Impact of Virtualization, the Cloud, and Hybrid Data Center Models While CMH players are expanding the means and scope of competition, the playing field also is changing significantly with technological advancements. There are many advances in networking and IT that are critical to the development of internet infrastructure but the most disruptive may be virtualization. Virtualized servers have improved the efficiency, capacity, and flexibility of remote computing so significantly that cloud services are now economically and functionally attractive to customers who want online access to highly flexible, on demand services, and storage. Virtualization also is driving another trend: hybrid data centers. Hybrid data centers include both internal and external data center components and also private and public cloud components. In these hybrid models, customers control critical or core applications and data onsite or in a private cloud and outsource less proprietary applications and data to a public cloud. As competitors scramble to defend their customer bases and also to expand their services, the CMH sector has significantly increased its size and growth profile. The management, engineering, and services skills required to win longer term also have increased correspondingly. 4

5 Sector Overview The Market: Target Customers Historically, the target customer groups for the sub sectors largely were exclusive. Data center real estate firms served the largest enterprises, particularly media and technology companies as well as their colocation and managed hosting brethren. Colocation/ interconnection served network service providers and SMEs. Finally, managed hosters served the SMB market. The lines have blurred between the sub sectors. DCREs and colocation providers are increasingly competing with each other for customers at the low end of the REIT market and the high end of the colocation market. Likewise, managed hosters are moving up-market to include the low end of the enterprise market and now are competing with colocation providers. And many colocation providers are moving into the managed hosting market in order to capture higher revenues per square foot at their costly facilities. As noted previously, there are three clear business models in CMH. While the subsector lines are blurring, we believe these three distinct business models remain attractive and sustainable, albeit some more than others. Competition and Economics by Sub Sector Data Center Real Estate Description and Value Proposition: DCRE firms are REITS that invest in facilities located where abundant power and connectivity is available and where tenants IT teams can travel quickly from their corporate offices. These facilities typically are large buildings (at 100,000 square feet plus) that are divided into private pods or cells and frequently are located near large metropolitan areas. The DCRE model allows customers to share costs and gain easier access to network providers, power, and cooling. Wholesale colocation is more cost efficient in very large deployments than retail colocation and provides customers with near absolute control over data center layout, infrastructure, and ongoing management. Customers choose between Powered Base and the Turn-Key Datacenter lease options. The Powered Base buildings require customers to invest in power and cooling equipment while the Turn-Key Datacenters provide this equipment. Economic Model: The DCRE model requires by far the least capital per square foot to build; however, facilities must be built in very large footprints. DCRE firms have very high EBITDA margins, with the leading public companies at percent margins last year. These firms also improve shareholder returns with efficient tax and financing structures. REITs do not pay taxes at the corporate level and their triple-net lease structures provide for full cost recoveries. Key operating performance metrics include uptime, growth in space and customers (new leases), customer concentration, length of leases, and customer turnover (lease extensions). Funds from operations (FFO, which is equal to net income plus depreciation and amortization) is another key metric that is calculated on a per share basis and compared to price for the public companies (similar to a price/earnings multiple for a traditional stock). Competition: The leaders in DCRE are Digital Realty Trust and DuPont Fabros. Digital Realty is significantly larger with more than $1 billion in LTM revenues (as of the third quarter), 98 facilities and 17.4 million gross square feet of leased space. By comparison, DuPont Fabros has $273 million in revenues, nine facilities, and just over two million gross square feet of data center space. Digital Realty is much more broadly distributed geographically, having invested heavily in North America, Northwestern Europe, and Southeast Asia. By contrast, seven of DuPont Fabros ten facilities are in Virginia with another facility relatively nearby in New Jersey. Digital Realty also has a more diversified set of services including single tenant and powered base datacenters, and a limited amount of retail colocation. DuPont Fabros concentrates on providing Turn-Key Datacenter services. Two other leaders are CoreSite (formerly CRG West) and Quality Technology Services (QTS). CoreSite went public in Quality Technology Services (or QTS) is backed by private equity firm General Atlantic. Other more recent entrants include ByteGrid Holdings, Carter/Validus, Data Foundry, DataBank, Lincoln Rackhouse, and Power Loft. Colocation and Interconnection Description and Value Proposition: Colocation differs from DCRE in three primary ways. First, these 5

6 Sector Overview companies are not REITs they are incorporated. Second, customers typically require a certain number of racks or a 25-1,000 foot square cage rather than a 20,000 square foot pod. Third, the colocation provider owns and manages the infrastructure from the HVAC equipment to the cages. As noted previously, Interconnection adds superior network transport. The value proposition of retail colocation is that customers can retain full control of the design and management of their servers and storage but turn the daily task of managing data center and facility infrastructure over to their colocation provider. For smaller deployments retail colocation is more efficient economically than DCRE, with lower upfront capital costs. Economic Model: Colocation facilities require very significant upfront capital expenditures. A typical 20,000 square foot colocation facility requires roughly $30 million in capital to build. Depending on the power density and overall quality of a facility, capital expenditures typically run from $1,200 to $2,000 per square foot. Facility upgrades run at $400 to $1,000 a square foot every eight to ten years. Colocation revenues typically average from $50 to $100 per square foot, with incremental EBITDA margins at 60 to 70 percent. Full capacity utilization (90+ percent) takes five years. Payback periods typically run from seven to nine years. The savviest operators match capital expenditures closely with revenues, landing anchor tenants before breaking ground and expanding incrementally as required by customers. Competition: The colocation market remains fragmented. In the United States, 16 providers account for an estimated 60% of the market. Globally the market is even less concentrated. Outside of this limited number of large companies the remaining market consists of hundreds of providers, many of whom have no more than one or two data centers. The three leaders in network neutral colocation are Equinix, Telecity, and Interxion. These companies should continue to be very successful. They have unique assets and they also have critical mass to add capacity efficiently and to fund expansion largely from operating cash flows, reducing their cost of capital, and their dependence on the global debt markets. Equinix combated declining growth in North America by acquiring its closest competitor in Switch and Data, and by moving aggressively into Europe and South America via the acquisitions of IXEurope and Alog. Telecity and Interxion have strong bases in Northwestern Europe and facilities in North America. These three companies compete with subsidiaries of large telecommunications companies like AT&T, Verizon, and Level3. More recently, Cincinnati Bell acquired Cyrus Networks thereby strengthening its position in the sector. And there are numerous larger, private network neutral colocation providers that also compete in the market, including i/o Data Centers, Latisys, Telehouse, and The Telx Group (to name a few). Managed Hosting Description and Value Proposition: Managed hosting encompasses full service management of a customer s outsourced IT infrastructure. This includes applications as some providers move into cloud services. However, customers decide whether they need design or just ongoing management help. The services offered include management of servers, databases, storage, and networks including providing security and access to these devices. More sophisticated providers also manage messaging and mail and offer disaster recovery. Cloud service providers also offer access to applications like CRM. When compared with colocation, smaller customer s gain access to professional IT services, the benefit of lower capital expenditures, and significant cost efficiencies. Managed Hosting also provides customers with more flexibility to adapt to rapidly changing business needs and technical environments. Economic Model: Managed hosting requires more upfront capital than colocation. In addition to the roughly $1,200 to $2,000 per square foot required for colocation, managed hosting requires servers and software at $200,000 per rack, which must be replaced every four to five years. And managed hosting also requires an additional employee for every four or five racks. The revenues, however, are much higher per square foot, at roughly $15,000 per month per rack or $500 per month per square foot. EBITDA margins on incremental revenues, at percent, are lower than for colocation because of the labor and software. 6

7 Sector Overview There are longer sales cycles and higher customer densities than for colocation. Reaching capacity may take six or seven years and payback is closer to ten years. However, because managed hosting delivers significantly higher revenues and profit per square foot, the returns on capital are higher long term. Competition: The market remains significantly more fragmented than in colocation, in part because, in serving the SMB market, there is not the same level of customer pull for national or international services. The top managed hoster, Rackspace, only accounts for a bit more than 5 percent of this market and the top ten competitors account for just over 20 percent of the market. Rackspace defended its leadership position last year with its high levels of service. The company s growth strategy is to expand into cloud services and to serve larger, enterprise class customers. There also is planned continental expansion into the European and Asian markets. Rackspace also has a reputation for being highly disciplined with their capital in an industry where that is a key source of advantage. Top public competitors include business units at larger network service providers, including AT&T, Time Warner Cable/NaviSite, CenturyLink/Savvis, Cable & Wireless, Orange Business, and Verizon Business/Terremark. These businesses highlight the growing importance of managed hosting to the largest telecom service providers. Other top competitors are divisions at global IT professional services firms like HP/EDS, IBM, and CSC. Top private competitors with positions in both managed hosting and cloud services include Layered Tech, Softlayer, and SunGard, the global leader in disaster recovery. Other top managed hosters in North America include Peak 10, Hosted Solutions, Carpathia, PEER 1, Q9, Hosting.com, ViaWest, and Verio (owned by NTT Communications). In Europe the private leaders include Host Europe, Claranet, and Belgacom. 7

8 Public Markets Summary Comments FOCUS Colocation and Managed Hosting Index (CMHI) includes nine companies: CoreSite, Digital Realty Trust, DuPont Fabros, Equinix, Interxion, iomart Group, Peer 1, Rackspace, and Telecity. The peer group of pure-play public companies in this sector has changed considerably since 2010: CoreSite went public in September 2010, Interxion went public in January 2011, and 21Vianet Group (a Chinese company that was not included in the CMHI for this report) went public in April Those additions were matched by the subtraction of Terremark, NaviSite, and Savvis through sale processes in The CMHI significantly outperformed the market in Year-over-year the sector s performance was stellar, increasing 26.5 percent compared to corresponding decreases of (1.1 percent) for the S&P 500 and (3.2 percent) for the NASDAQ Composite. The CMHI also outperformed the broader market indices over the final quarter of 2011, increasing 25 percent compared to 14.4 percent for the S&P 500 and 11.5 percent for the NAS- DAQ. The fourth quarter rally erased a small decrease in the index from January through August 8th (3.3 percent), the result of a sell-off in the broader markets as investors reacted to the United States losing its AAA credit rating. Despite this strong stock market performance, sector valuation multiples contracted slightly year over year, pointing to outstanding sector operating performance and suggesting potential for even stronger valuations should the broader global economy improve in The average enterprise value to LTM EBITDA multiple (EBITDA multiple) declined from 15.7x a year ago to 14.9x, while the average enterprise value to LTM revenue multiple (revenue multiple) declined from 6.5x to 6.3x. There are three public companies in each of the CMH sub sectors. Data Center Real Estate includes Digital Realty Trust, DuPont Fabros, and CoreSite. Colocation and Interconnection includes Equinix, Interxion, and Telecity. Managed Hosting includes iomart Group, PEER 1, and Rackspace. Each of these respective subsectors performed extremely well in Data Center Real Estate The DCRE index was up 25.3 percent in Like the broader sector, DCRE rallied for most of this growth in the fourth quarter after the sell-off in August. Sub sector multiples were essentially flat from beginning to end of year with 17.3x EBITDA multiple and a 10x revenue multiple. The sub sector expanded by one public company with CoreSite s IPO September 23, CoreSite, owned by the Carlisle Group, raised $270 million. The Company sold 16.9 million shares at $16 a share, which was in the middle of its offering price range. Carlisle Group retained control with 63 percent of the company s common shares after the offering. Over the course of 2011, CoreSite performed well. The stock was up 27 percent on the year and more than 37 percent in the fourth quarter alone, finishing the year with a price of $ Digital Realty Trust and DuPont Fabros stock also appreciated significantly. Digital Realty, the sub sector leader with a market of capitalization of $6.9 billion at year end, was up 27.9 percent. LTM revenues were up 29.5 percent year-over-year to just over $1 billion, with a 58 percent EBITDA margin. DuPont Fabros also performed well although not quite in line with its peers, with its stock appreciating 14.8 percent on the year. Colocation and Interconnection The Colocation and Interconnection Index also provided high returns in 2011, with this sub sector up 21.5 percent year-over-year despite a slight contraction in valuation multiples. The EBITDA multiple decreased from 12.1x to 11.1x and the revenue multiple decreased from 4.8x to 4.6x. The sub sector s leading company, Equinix, grew its stock price 23.1 percent in 2011 and ended the year with a market capitalization of $4.8 billion. The company continued its strong top line growth, increasing its LTM revenues 36 percent year-over-year (as of the third quarter) to $1.52 billion with a 41 percent EBITDA margin. Valuation multiples contracted slightly, however, with the EBITDA multiple declining from 11.7x to 11.1x and the revenue multiple declining from 4.6x to 4.5x. 8

9 Public Markets The other two public peers in the sub sector, Telecity and Interxion, are long time top competitors in European colocation. Telecity generated outstanding performance for investors in 2011, with stock price appreciation of 33.4 percent. The company also recently announced a progressive dividend policy. Interxion went public on January 27, The company and its investors raised about $265 million in IPO proceeds, selling 20.4 million shares. The offering priced at the top of its range, or $13 per share, and 4.13 million of these shares were sold by existing investors. The stock closed at $13.80 on January 28 (when our index begins) and subsequently declined (2.5 percent) to end the year at a price of $ While the stock was essentially flat, the company improved operating performance significantly with LTM revenues up 18 percent year-over-year (as of the third quarter) and LTM EBITDA up 21 percent. Managed Hosting Managed Hosting was the top performing sub sector last year. The Managed Hosting Index increased more than 35 percent year-over-year. It was also the only sub sector where valuation multiples expanded in 2011, with an EBITDA multiple that expanded from 18.2x to 19.7x and a revenue multiple that expanded from 5.0x to 5.5x. Rackspace is the leader in this sub sector with a $5.7 billion market capitalization as of year-end, nearly $1 billion in LTM revenues (as of the third quarter) and a sustained (and projected) 25 percent plus earnings growth. The company provided excellent returns for investors last year, with its stock price up 41 percent on an expanded EBITDA multiple, which increased from 19.1x to 20.9x. The other pure-play public managed hosting providers in the sector, iomart Group and PEER 1, also increased their stock prices in 2011 with iomart increasing its stock price 39 percent while growing its LTM revenues more than 35 percent and nearly doubling its EBITDA. PEER 1 provided steady growth as well, increasing its stock price 7.5 percent while growing LTM revenues 17 percent and EBITDA nearly 30 percent. Public Sector Departures Three CMH sector public companies were acquired in Terramark Worldwide sold to Verizon Communications in January, NaviSite sold to Time Warner Cable in February, and Savvis sold to CenturyLink in April. We comment on these deals later in our M&A section but it is worth noting here that the acquisition prices per share were a healthy premium above where these companies ended Terramark was acquired for $19 per share, or 46.7 percent higher than its end of year price of $ Similarly, NaviSite s takeover price at $5.50 per share was up 49.1 percent, and Savvis takeover price at $40.0 per share was up 56.7 percent. 9

10 Public Market Summary: Colocation and Managed Hosting Charts 1-6 Twelve Month Index Returns Sector and Sub Sector Returns 12 Month 3 Month S&P % 14.4% NASDAQ Composit -3.2% 11.5% CMH Sector 26.5% 25.0% Colocation/Interconnect 21.5% 18.3% Managed Hosting 35.6% 34.5% Data Center Real Estate 25.3% 25.2% EBITDA Multiple Trends Sector and Sub Sector EBITDA Multiples 12/31/2010 9/3/ /30/2011 CMH Sector 15.7x 13.6x 14.9x Colocation/Interconnect 12.1x 10.2x 11.1x Managed Hosting 18.2x 17.1x 19.7x Data Center Real Estate 18.0x 15.9x 17.3x Revenue Multiple Trends Sector and Sub Sector Revenue Multiples 12/31/2010 9/3/ /30/2011 CMH Sector 6.5x 5.7x 6.3x Colocation/Interconnect 4.8x 4.2x 4.6x Managed Hosting 5.0x 4.7x 5.5x Data Center Real Estate 9.7x 8.9x 9.6x Source: Capital IQ 10

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