SaaS & Cloud M&A and Valuation Update

Transcription

1 Investment Banking Advisors 2012 AWARD WINNER: GLOBAL INVESTMENT BANKING BOUTIQUE FIRM OF THE YEAR SaaS & Cloud M&A and Valuation Update Q BOSTON CHICAGO LONDON LOS ANGELES PHILADELPHIA SAN DIEGO SILICON VALLEY 1 WORLD CLASS WALL STREET EXPERTISE. BUILT FOR THE MIDDLE MARKET. TM 1

2 Table of Contents Section Introduction Research Coverage: SaaS & Cloud Key Takeaways M&A Activity & Multiples M&A Dollar Volume M&A Transaction Volume 2013 Revenue Multiples Revenue Multiples by Segment Highest Revenue Multiple Transactions for 2013 Notable M&A Transactions Most Active Buyers Public Company Valuation & Operating Metrics SaaS & Cloud 105 Public Company Universe Recent IPOs Stock Price Performance 2013 Revenue, EBITDA & P/E Multiples Revenue, EBITDA and EPS Growth Margin Analysis Best / Worst Performers Notable Transaction Profiles Public Company Trading & Operating Metrics Technology & Telecom Team Page

3 Investment Banking Advisors Observations and Introduction Recommendations 3 WORLD CLASS WALL STREET EXPERTISE. BUILT FOR THE MIDDLE MARKET. TM 3

4 Research Coverage: SaaS & Cloud Capstone s Technology & Telecom Group focuses its research efforts on the following market segments: Enterprise SaaS & Cloud Mobile & Wireless Consumer Internet 4 Analytics / Business Intelligence 4 Cloud & IT Infrastructure 4 Cloud Computing / Storage 4 Communication & Collaboration 4 Content Creation & Management 4 Content Delivery Services 4 CRM & Customer Service 4 ERP, Supply Chain & Commerce 4 Finance & Administration 4 Human Resources 4 Licensed Software Leaders 4 Marketing & Advertising 4 Vertical Markets E-Commerce Consumer, IT & Telecom Hardware 4 4

5 Key Takeaways M&A Activity & Multiples 2013 M&A Dollar Volume of $43B sets a new 5 year high with dollar volume above $35B each year since 2010 } Private dollar volume is down for 2013 relative to 2012 but remains strong 2013 transaction volume of 585 deals is up slightly from 2012 and represents a 5 year high } Q4 saw 178 deals, a modest increase over 157 deals in Q3 } Vertical Market solutions and Cloud & IT Infrastructure constitute nearly half of all transactions with deal volume continuing to grow in those segments The Median 2013 Revenue Multiple paid for private company targets rebounded to 4.0x in 2013 after decreasing in 2011 and 2012 } Hot companies and sectors can see double digit multiple exits but those are the exception with most companies being acquired at more modest multiples The Median 2013 Revenue Multiple paid for public company targets above $100M remained consistent at 3.3x } Q2 13 through Q4 13 have seen strong multiples after a majority of Q1 13 deals came in below 2.0x Notable M&A transactions in Q4 } Advent International / Unit 4($1.7B) } Monsanto / Climate Corp. ($930M) } IBM / Fiberlink ($300M) } NCR / Digital Insight ($1.7B) } Experian / Passport Health ($850M) } CSC / Servicemesh ($295M) } Oracle / Responsys ($1.6B) } NTT / Vertela ($525M) } DealerTrack / Dealer.com ($994M) } Verizon / Edgecast ($395M) The most active buyers include Oracle, IBM, Cisco, Vista Equity Partners, Google, VMWare, Microsoft, Perceptive Software, Salesforce.com and Solera Capstone expects the robust M&A activity and attractive exit valuations to continue in SaaS & Cloud in 2014 } There is some risk that a significant market correction could negatively impact activity levels and valuation multiples 5 5

6 Key Takeaways Public Company Metrics Q4 13 saw 4 SaaS & Cloud IPOs added to the SaaS & Cloud 105 Universe } Public offerings performed universally well, opening well above offer prices with strong early momentum Median SaaS & Cloud 105 stock appreciation outperformed the SDAQ in 2013 but underperformed in Q4 } Q4 lifted the SaaS & Cloud 105 median stock price by 7.6%, below the 10.7% increase for SDAQ Median 2013 Revenue Multiple of 5.0x marks a new five year high as the market momentum continues } Medians range from 8.9x for ERP, Supply Chain & Commerce to a low of 1.6x for Content Delivery Services Median EBITDA multiples rose sharply in 2013 and currently stand at 16.8x } Finance & Administration, CRM & Customer Service, ERP, Supply Chain & Commerce and Human Resources trade at medians of over 30x Median P/E multiples continue to rebound and now stand at a five year high of 28.1x } ERP, Supply Chain & Commerce, CRM & Customer Service and Human Resources segments trade at medians of more than 50x earnings Median Revenue growth was 19.4% in 2013 and is expected to slow to 16.3% in 2014 } The slow down in growth is driven largely by improved prior year numbers, as high growth rates are more difficult to maintain with a SaaS-based model as companies push to achieve greater scale 2013 Median EBITDA growth of 13.4% is up from 10.4% in 2012 but is expected to drop back to 12.0% in 2014 } More than half of the segments are expected to achieve greater than 10% EBITDA growth for 2014 Median gross margins have improved to 68.7%, a five year high, following the economic recovery } Cloud & IT Infrastructure tops the list at 85.0% as newly emerging technologies that enable the cloud to run more efficiently command strong margins Median EBITDA margin remained constant at 17.6% as companies are reinvesting commensurate with growth 6 6

7 Investment Banking Advisors M&A Observations Activity & and Multiples Recommendations 7 WORLD CLASS WALL STREET EXPERTISE. BUILT FOR THE MIDDLE MARKET. TM 7

8 2013 M&A Dollar Volume 2013 M&A Dollar Volume of $43B sets a new 5 year high with dollar volume above $35B each year since 2010 } Private dollar volume is down slightly for 2013 relative to 2012 but remains strong 8 8

9 2013 M&A Transaction Volume by Segment 2013 transaction volume of 585 deals is up slightly from 2012 and represents a 5 year high } Q4 saw 178 deals, a modest increase over 157 deals in Q3 Vertical Market solutions and Cloud & IT Infrastructure constitute nearly half of all transactions with deal volume continuing to grow in those segments 9 9

10 2013 M&A Transaction Volume by Deal Size Private Targets Private company deal volume rose significantly each year since 2009, with 563 deals in 2013 representing a five year high Median deal value rose slightly to $23M in 2013 from $20M in 2011 and 2012 although deal size mix has remained relatively consistent since

11 2013 M&A Transaction Volume by Deal Size Public Targets Public transaction volume jumped in 2011 and has remained above 20 deals per year through 2013 } Median deal size fell to $286M in 2013 as there were fewer $500M-$1B deals in 2013 than 2012 } Deals over $250M represent more than half of the public deal volume since the beginning of 2010 with over 25% of deals above $1B 11 11

12 Median 2013 Revenue Multiples Private Targets The Median 2013 Revenue Multiple paid for private company targets rebounded to 4.0x in 2013 after decreasing in 2011 and 2012 Hot companies and sectors can see double digit revenue multiple exits but those are the exception with most companies being acquired at more modest multiples 12 12

13 Median 2013 Revenue Multiples Public Targets The Median 2013 Revenue Multiple paid for public company targets above $100M remained consistent at 3.3x } Q2 13 through Q4 13 have seen strong multiples after a majority of Q1 13 deals came in below 2.0x } With less than 25 public company target data points in a given year, the median multiple shows volatility, making it difficult to draw reliable conclusions on M&A valuation trends based on the data 13 13

14 Median 2013 Revenue Multiples by Segment 2008 to Current Median Revenue Multiples for SaaS segments vary from just above 2.0x to 5.0x } Marketing & Advertising, Analytics/Business Intelligence and Cloud & IT Infrastructure targets achieved median multiples at or above 4.0x as these companies are often acquired earlier in their revenue curve at strong multiples } Cloud Computing/Storage and Content Delivery Services multiples lag as many acquisition targets have been unable to create highly differentiated products that command premium valuations 14 14

15 Highest Revenue Multiple Transactions for 2013 Ann. Date Buyer Target Segment Target Description Enterprise Value LTM Revenue Multiple Multiple on $ Invested Premium to 1 Mo Prior 2/11/13 Cloud & IT Infrastructure Provides storage virtualization capacity and performance management software for use in virtual server and desktop environments for businesses. $185M 92.3x 8.3x 11/19/13 Cloud Computing / Storage Provides cloud hosting, platform as a service (PaaS) and infrastructure as a service (IaaS) and server provisioning and cloud management software for medium and large businesses and SaaS providers $150M 18.8x 8.1x 6/27/13 Marketing & Advertising Provides marketing automation, social media marketing, mobile marketing, customer analytics and campaign management software to businesses globally. $600M 10.3x 17.9x 2/14/13 Content Creation & Management Develops and provides a compression-as-a-service based mobile video optimization browser/platform for wireless carriers and device makers. $50M 10.2x 3.8x 1/7/13 Cloud & IT Infrastructure Provides deep-packet inspection software that enables network hardware and software providers to add network traffic and performance management features. $28M 9.5x 3/5/13 Vertical Market - Healthcare Provides web-based electronic health records management software for the healthcare sector. $235M 9.4x 3.9x 7/23/13 Cloud & IT Infrastructure Provides intelligent cybersecurity technologies worldwide. $2.39B 8.9x 43.7% 8/20/13 Cloud & IT Infrastructure Provides cloud-based intrusion detection, vulnerability assessment and security log management for businesses. $300M 8.3x 6.3x 12/20/13 Marketing & Advertising Provides marketing campaign design, management and analytics software and SaaS for businesses $1.6B 8.2x 66.3% 6/4/13 Marketing & Advertising Provides , mobile and social media marketing campaign creation, management and delivery software as a service (SaaS) for businesses $2.4B 7.6x 58.2% Excludes deals with Target company revenue less than $2M 15 15

16 Notable M&A Transactions for Q4 13 Ann. Date Buyer Target Segment Target Description 11/18/13 12/2/13 ERP, Supply Chain & Commerce Vertical Market Financial Services Provides ERP, HR and financial management software and SaaS for businesses, education institutions and government agencies Provides online and mobile online banking for consumers and payment processing SaaS for financial institutions and merchants globally Deal Value LTM Revenue Multiple Multiple on $ Invested Premium to 1 Mo Prior $1.7B 2.7x 12.4% $1.7B 5.0x 1.6x 12/20/13 Marketing & Advertising Provides marketing campaign design, management and analytics software and SaaS for businesses $1.6B 8.2x 66.3% 12/19/13 10/2/13 11/6/13 Vertical Market Auto / Transportation Vertical Market Agriculture Vertical Market Healthcare Provides automotive advertising and advertising enablement software and SaaS for car dealerships in the US Provides weather monitoring and simulation and crop yield forecasting SaaS for farmers for the purpose of optimizing operating and financing decisions Provides payment transaction management and processing software and software as a service (SaaS) for the medical sector $994M 4.4x $930M 8.4x $850M 7.0x 10/28/13 Cloud & IT Infrastructure Provides cloud-based wide area networking (WAN), software defined networking (SDN), network cost optimization and network monitoring and analytics software and services $525M 5.4x 12/9/13 Content Delivery Services Provides content delivery network, application deliver and Web content acceleration and optimization services for businesses globally $395M 3.1x 5.3x 11/13/13 Cloud & IT Infrastructure Provides mobile device and application management software and SaaS for small, medium and large businesses $300M 6.0x 3.6x 10/30/13 Cloud & IT Infrastructure Provides cloud application management, deployment, billing and cloud infrastructure management SaaS $295M 7.4x 19.7x Sorted by Deal Value; CSC / ServiceMesh deal value and multiples include $137M earn-out 16 16

17 Most Active SaaS/Cloud Buyers Last 2 Years # of Deals SaaS/Cloud Transactions Company SaaS/Cloud Total Date Company Value Date Company Value /20/13 11/18/13 10/23/13 10/17/13 3/13/13 12/20/12 11/8/12 9/17/12 Responsys Bitzer Mobile BigMachines Compendium Nimbula Eloqua Instantis SelectMinds $1.7B $15M $956M 7/30/12 7/19/12 7/10/12 6/5/12 5/23/12 3/29/12 2/9/12 Xsigo Systems Skire Involver Collective Intellect Vitrue ClearTrial Taleo $220M $325M $1.9B /13/13 9/19/13 8/15/13 7/9/13 6/4/13 4/22/13 Fiberlink Communications Daeja Image Systems Trusteer CSL International SoftLayer Technologies Starbelly Productions $300M $20M $2.0B 2/1/13 9/24/12 8/27/12 5/2/12 4/13/12 Star Analytics Butterfly Software Kenexa TeaLeaf Technology Varicent Software $1.4B $500M $172M /17/13 7/23/13 6/20/13 3/25/13 11/18/12 Kibits Sourcefire Composite Software SolveDirect Meraki $2.4B $180M $21M $1.2B 11/15/12 10/4/12 9/26/13 5/3/12 3/28/12 Cloupia vcider ThinkSmart Technologies Truviso ClearAccess $125M $4M $20M /30/13 8/23/13 7/23/13 5/20/13 The Active Network Omnitracs Digital Technology International Websense $1.1B $800M $1.1B 8/7/12 6/14/12 5/22/12 5/15/12 Consona Bullhorn Silverchair Learning Systems Essential Learning /6/13 1/17/13 11/28/12 9/7/12 Channel Intelligence SurveyMonkey.com Incentive Targeting VirusTotal $125M $794M 7/31/12 6/5/12 6/4/12 Wildfire Interactive Quickoffice Meebo $350M $100M 17 17

18 Most Active SaaS/Cloud Buyers Last 2 Years # of Deals SaaS/Cloud Transactions Company SaaS/Cloud Total Date Company Value Date Company Value /15/13 2/11/13 7/23/12 Desktone Virsto Nicira Networks $185M $2.3B 7/2/12 5/22/12 4/24/12 DynamicOps Wanova Cetas Software /23/13 3/4/13 10/17/12 Apiphany MetricsHub MarketingPilot Software 10/16/12 6/15/12 StorSimple Yammer $1.2B 5 6 8/20/13 3/5/13 3/5/13 Perceptive Software Twistage AccessVia $72M 1/2/13 3/19/12 Acuo Technologies Nolij $45M $32M /18/13 6/4/13 2/6/13 Cloudconnect.com ExactTarget EntropySoft $2.4B 7/9/12 6/4/12 GoInstant Buddy Media $70M $745M /12/13 4/10/13 2/1/13 Distribution Service Technologies Eziworks HyperQuest 9/27/12 7/11/12 Title Technologies Apu Solutions $88M 18 18

19 Investment Banking Advisors Public Company Observations and Valuation & Recommendations Operating Metrics 19 WORLD CLASS WALL STREET EXPERTISE. BUILT FOR THE MIDDLE MARKET. TM 19

20 Enterprise SaaS & Cloud 105 Public Company Universe Pt. 1 Analytics / Business Intelligence Cloud & IT Infrastructure Cloud Computing / Storage Communication & Collaboration Content Creation & Management Content Delivery Services CRM & Customer Service 20 20

21 Enterprise SaaS & Cloud 105 Public Company Universe Pt. 2 ERP, Supply Chain & Commerce Finance & Administration Human Resources Licensed Software Leaders Marketing & Advertising Vertical Markets 21 21

22 Recent IPOs Econtext IPO Details Offering Date: 12/18/13 Market Cap: $2.07B Offering Price: $4.14 Offering Size: $517.5M Original Range: $3.42-$4.14 % of Company: 25.0% IPO Performance Open: $ /31 $/share: $5.96 % Change to Offer: 1.4% % Change to Offer: 44.0% Close: $4.62 % Change to Open: 41.9% % Change to Offer: 11.6% % Change to Open: 10.0% Business Description Provides online payment services and e-commerce solutions primarily in Japan. HQ: Tokyo, Japan Ticker: SEHK: 1390 Stock Performance thru End of Q4 13 Financial & Valuation Metrics LTM Revenue: $150.4M Rev Growth: 136.9% LTM EBITDA: $19.0M Gross Margin: 26.9% LTM Net Income: $8.4M EBITDA Margin: 13.4% Mkt Cap / $ Invested: 5.0x Rev Multiple: 1.6x Investors Credit Saison; Digital Garage; JCB; Sumitomo Mitsui Card 22 22

23 Recent IPOs V-cube IPO Details Offering Date: 12/9/13 Market Cap: $137.4M Offering Price: $31.98 Offering Size: $37.3M Original Range: $29.07-$31.98 % of Company: 27.2% IPO Performance Open: $ /31 $/share: $70.92 % Change to Offer: 52.2% % Change to Offer: 121.8% Close: $58.41 % Change to Open: 45.7% % Change to Offer: 82.6% % Change to Open: 20.0% Business Description Provides visual communication platform with a service of Web-based video conferencing to corporate users through cloud and on-premises license. HQ: Tokyo, Japan Ticker: TSE: 3681 Stock Performance thru End of Q4 13 Financial & Valuation Metrics LTM Revenue: $25.4M E LTM Rev Growth: LTM EBITDA: $7.3M E Gross Margin: LTM Net Income: $2.2M E EBITDA Margin: Mkt Cap / $ Invested: Rev Multiple: 9.3x Investors Globis Capital Partners; Intel Capital; Mitsubishi UFJ Capital; Mizuho Capital; Nissay Capital; Premiere Global Services; Recruit Incubation Partners 23 23

24 Recent IPOs Hottolink IPO Details Offering Date: 12/8/13 Market Cap: $49.9M Offering Price: $26.29 Offering Size: $12.3M Original Range: $25.02-$26.29 % of Company: 24.6% IPO Performance Open: $ /30 $/share: $ % Change to Offer: 165.5% % Change to Offer: 597.4% Close: $60.18 % Change to Open: 162.6% % Change to Offer: 88.2% % Change to Open: (29.1)% Business Description Provides social media data and analytics engines through API in Japan. It also offers listening platform that enables customer to search and analyze massive social data interactive in real time. HQ: Tokyo, Japan Ticker: TSE: 3680 Stock Performance thru End of Q4 13 Financial & Valuation Metrics LTM Revenue: $9.1M E LTM Rev Growth: LTM EBITDA: $2.0M E Gross Margin: LTM Net Income: $0.8M E EBITDA Margin: Mkt Cap / $ Invested: Rev Multiple: 32.6x Investors Global Alliance; Hitachi Systems; Nomura Securities; OPT 24 24

25 Recent IPOs Wix.com IPO Details Offering Date: 11/5/13 Market Cap: $603.9M Offering Price: $16.50 Offering Size: $127.1M Original Range: $14.50-$16.50 % of Company: 21.0% IPO Performance Open: $ /31 $/share: $26.85 % Change to Offer: 12.1% % Change to Offer: 62.7% Close: $16.31 % Change to Open: 45.1% % Change to Offer: (1.2)% % Change to Open: (11.8)% Business Description Provides Web development, design, and management solutions and apps through an online platform that enables its user base of business, organizations, professionals, and individuals to create a sophisticated and professional digital presence. HQ: Tel Aviv, Israel Ticker: NasdaqGM: WIX Stock Performance thru End of Q4 13 Financial & Valuation Metrics LTM Revenue: $68.8M LTM Rev Growth: 80.8% LTM EBITDA: $(19.2M) Gross Margin: 80.5% LTM Net Income: $(21.2M) EBITDA Margin: (28.5)% Mkt Cap / $ Invested: 33.1x Rev Multiple: 14.2x Investors Benchmark Capital; Bessemer Venture Partners; DAG Ventures; Insight Venture Partners; Mangrove Partners; Mangrove II Investment Sarl 25 25

26 Median Stock Performance SaaS & Cloud 105 Median SaaS & Cloud 105 stock appreciation outperformed the SDAQ in 2013 but underperformed slightly in Q4 } Q4 lifted the SaaS & Cloud 105 median stock price by 7.8%, below the 10.7% increase for SDAQ Several segments posted double digit median gains over the past quarter with Marketing & Advertising and Analytics / Business Intelligence posting median gains of nearly 15% CRM & Customer Service in contrast, posted a slight median decline for the quarter 26 26

27 Median 2013 Revenue Multiples SaaS & Cloud 105 Median 2013 Revenue Multiple of 5.0x marks a new five year high as the market momentum continues Within SaaS & Cloud, median multiples vary considerably between segments } Content Creation & Management, ERP, Supply Chain & Commerce, Finance & Administration and Human Resources segments command median multiples of more than 7x } Content Delivery Services 2013 Revenue multiple stayed flat at 1.8x and represents the lowest multiple within SaaS & Cloud 105 primarily due to its lower margin profile 27 27

28 Median 2013 EBITDA Multiples SaaS & Cloud 105 Median EBITDA multiple rose sharply in 2013 and currently stands at 16.8x Six of the SaaS & Cloud segments are trading at medians above 20x 2013 EBITDA } Finance & Administration, CRM & Customer Service, ERP, Supply Chain & Commerce and Human Resources trade at over 30x } The premium multiples for SaaS companies versus Licensed Software Leaders illustrates higher expected growth rates and the market s preference for the more predictable recurring revenue business model 28 28

29 Median 2013 P/E Multiples SaaS & Cloud 105 Median P/E multiples continue to rebound and now stand at a five year high of 28.1x for 2013 } P/E multiples rose in 2009 and 2010 amid investor confidence in an economic recovery, then fell during 2011 as companies achieved expected improvements in profitability ERP, Supply Chain & Commerce, CRM & Customer Service and Human Resources segments trade at medians of more than 50x earnings } The next six segments trade within a tight range of medians of 28-35x earnings 29 29

30 Median Revenue Growth SaaS & Cloud 105 SaaS & Cloud 105 posted median revenue growth of 19.4% in 2013, though growth is expected to slow to 16.3% in 2014 } The slow down in growth is driven largely by improved prior year numbers, as high growth rates are more difficult to maintain with a SaaS-based model as companies reach greater scale Licensed Software Leaders project just 5.6% growth, reinforcing the market shift towards SaaS-based solutions 30 30

31 Median EBITDA Growth SaaS & Cloud Median EBITDA growth of 13.4% is up from 10.4% in 2012 but is expected to drop back to 12.0% in 2014 } EBITDA growth drop from 2011 high is more related to stronger prior period performance and increased OpEx spend than a weakening in total profit dollars More than half of the segments are expected to achieve greater than 10% EBITDA growth for 2014 } ERP, Supply Chain & Commerce poor growth projection is due to three smaller companies that are investing heavily in growth and not yet at scale (Channel Advisor, E2Open and SLI Systems) 31 31

32 Median EPS Growth SaaS & Cloud 105 Median EPS growth increased to 14.8% in 2013 and is expected to retreat to 12.7% in 2014 } Improved prior period profits coupled with a return to investment in growth after several years of cost cutting results in lower EPS growth than 2010 and 2011 Majority of Human Resources companies growth based on reduced losses or turning profitable as only 2 out of 7 companies were profitable in

33 Median Gross Margin Trends SaaS & Cloud 105 Median gross margins have improved to 68.7%, a five year high, following the economic recovery Cloud & IT Infrastructure tops the list at 85.0% as newly emerging technologies that enable the cloud to run more efficiently command strong margins The Finance & Administration segment median is being driven down by Xero which has not yet reached scale while some of the ad networks in the Marketing & Advertising segment are facing pricing pressure 33 33

34 Median EBITDA Margin Trends SaaS & Cloud 105 Median EBITDA margin remained constant at 17.6% as companies reinvest commensurate with growth Several high growth companies in Human Resources and ERP, Supply Chain & Commerce continue to invest heavily in sales and marketing and are early in the process of achieving scale and profitability The License Software Leaders and other more mature segments like Cloud Computing / Storage already have operating leverage 34 34

35 Best & Worst Performers SaaS & Cloud

36 Best & Worst Performers SaaS & Cloud 105 (Continued) 36 36

37 Investment Banking Advisors Notable Observations and Transaction Recommendations Profiles 37 WORLD CLASS WALL STREET EXPERTISE. BUILT FOR THE MIDDLE MARKET. TM 37

38 M&A Transaction Spotlight Acquiror Target Deal Rationale/Commentary Date: 11/18/2013 Transaction Value: $1.74B % Sought: 100% Consideration: Cash Deal Summary Note: Transaction Value calculated as consideration paid to holders of stock and stock equivalents plus assumed debt. Valuation Metrics LTM Revenue Multiple: 2.7x LTM EBITDA Multiple: 18.5x LTM P/E Multiple: 44.2x Premium versus: 1 day prior: 10.4% 1 week prior: 8.1% 1 month prior: 12.4% UNIT4 is a Dutch software company that provides ERP, HR and financial management software and SaaS for businesses, educational institutions and government agencies worldwide. After the close of the transaction, UNIT4 will continue as an independent entity, keeping its corporate identity and brand. Advent International is a VC and PE firm specializing in growth buyout, acquisitions, company succession, international expansion and strategic repositioning. With its acquisition of UNIT4, it hopes to accelerate the SaaS business and support its current offering of FinancialForce.com and expand its presence in the existing vertical and horizontal markets. At a deal value of $1.7 billion, UNIT4 was valued at 2.7 times trailing revenues and 18.5 times trailing EBITDA, which 451 Group claims is on par with the median multiples for PE acquisitions in the business applications space for the last two years. Note: LTM and Premiums of last quarter prior to transaction announcement date

39 M&A Transaction Spotlight Acquiror Deal Summary Date: 12/2/2013 Transaction Value: $1.65B % Sought: 100% Consideration: Cash Valuation Metrics Trailing Revenue Multiple: 5.0x Trailing EBITDA Multiple: 55.0x Multiple on $ Invested: 1.6x Investors Thoma Bravo Target Deal Rationale/Commentary Digital Insight provides online banking for consumers and payment processing SaaS for merchants and financial institutions. It was formerly known as Intuit Financial Services and the division was sold to Thoma Bravo for $1.03 billion in June of Generating a quick profit of $600 million in a mere six months, Thoma Bravo marks one of the more significant private equity flips in recent history. Many in the industry questioned why NCR failed to acquire the opportunity back in June prior to the Thoma Bravo deal, but analysts reported Intuit was seeking a fast closing process and the protocols for acquiring a company at NCR did not meet the time frame. The deal will provide NCR a new source of customers, with more than two-thirds of Digital Insight s 1000 financial institution customers not already using NCR s services. Following the acquisition, which NCR CEO Bill Nuti describes as a historic day for [the] company, there will likely be fundamental changes to NCR s financial service offerings and substantial enhancements to its mobile and online banking services. At a deal value of $1.65 billion, it equates to 5 times trailing revenue, 55 times trailing EBITDA and a return of over half a billion dollars for Thoma Bravo

40 M&A Transaction Spotlight Acquiror Date: 12/20/2013 Transaction Value: $1.57B % Sought: 100% Consideration: Cash Deal Summary LTM Revenue Multiple: 8.2x LTM EBITDA Multiple: 119.7x Deal Value Per Employee: $1.4M Premium versus: 1 day prior: 38.3% 1 week prior: 39.8% 1 month prior: 66.3% Valuation Metrics Target Deal Rationale/Commentary Responsys provides marketing campaigns design, management and analytics software and SaaS for businesses. Having entered the cloud computing space late, Oracle has been focusing its efforts to bolster its cloud offerings by acquiring companies such as Nimbula, Compendium and BigMachines to name a few. The acquisition of Responsys marks Oracles seventh acquisition of the year. Responsys marketing software will be integrated into the Oracle Marketing Cloud; the combination of Responsys and Eloqua (acquired in 2012 for $960M) will likely bring forth a vastly featured marketing software, capable of delivering powerful and effective marketing campaigns. The $27 per share offer amounts to a 38% premium over Responsys prior day closing price of $19.52, valuing the company at $1.5 billion. At an astonishing 7.7 times trailing revenues and times trailing EBITDA, this deal marks Oracles second billion dollar plus acquisition for The deal has been approved by the board of directors of Responsys and Oracle expects the deal to close during the first half of Many analysts and investors speculate Marketo may be next to get acquired, Marketo shares soared as high as 13% during trading hours

41 M&A Transaction Spotlight Acquiror Target Deal Rationale/Commentary Deal Summary Date: 12/19/2013 Transaction Value: $994M % Sought: 100% Consideration: Cash, Equity Valuation Metrics Trailing Revenue Multiple: 4.4x Trailing EBITDA Multiple: 19.9x Multiple on $ Invested: Investors Accel Partners; Apax Partners; Klass Capital; Trader Corp. Dealer.com provides automotive advertising and advertising enablement software and SaaS for car dealerships in the US. Products include website design software, Web hosting services, CRM SaaS, inventory management SaaS and search engine optimization, , social media marketing and lead generation SaaS. Dealer.com is owned by private-equity firms including Apax Partners LLP and Accel Partners. The Burlington, Vermontbased company provides online marketing and sale services to 7,000 car dealers in the U.S. This the largest acquisition by New York-based Dealertrack, according to Bloomberg. The company has spent about $461 million on 19 takeovers. Under the terms of the agreement, Dealertrack will pay 8.7 million shares of Dealertrack s common stock and $620 million in cash, subject to customary post-closing adjustments. Dealertrack expects to finance the cash portion of the purchase price through a combination of cash on hand and already-committed debt financing. The deal is expected to close in the first quarter of 2014, and the transaction values Dealer.com around 20x 2013 EBITDA

42 M&A Transaction Spotlight Acquiror Deal Summary Date: 12/19/2013 Transaction Value: $930M % Sought: 100% Consideration: Cash Valuation Metrics Trailing Revenue Multiple: Trailing EBITDA Multiple: Multiple on $ Invested: 8.4x Target Deal Rationale/Commentary The Climate Corporation provides weather monitoring and simulation and crop yield forecasting SaaS for farmers for the purpose of optimizing operating and financing decisions. It also provides a full-season weather insurance program that protects farmers against financial loss due to bad weather. The company was formerly known as WeatherBill and changed its name to The Climate Corporation in The agricultural biotech giant Monsanto provides chemicals, herbicides, pesticides, genetically modified seeds and general agricultural biotechnology product for businesses in the agriculture space. The acquisition of The Climate Corporation is its first tech acquisition, but Monsanto has been very acquisitive, making this deal their 6 th acquisition of the year. With four rounds of funding, The Climate Corporation raised over $110 million in the span of 6 years. The deal value of $930 million equates to 8.4 times total amount of dollar invested, delivering a big payday for its investors. Investors Allen & Company; Anthemis Group; Atomico Investment Holdings; Code Advisors; Felicis Ventures; First Round Capital, Glynn Capital Management; Google Ventures; Index Ventures; Juvo Capital; Khosla Ventures; Nephila Capital; NEA; The Founders Fund; Western Technology 42 42

43 M&A Transaction Spotlight Acquiror Target Deal Rationale/Commentary Date: 11/6/2013 Deal Summary Transaction Value: $850M (1) % Sought: 100% Consideration: Cash (1) Calculated as consideration paid to holders of equity linked securities plus assumed debt. Valuation Metrics Projected Revenue Multiple: 7.0x LTM P/E Multiple: N/A Multiple on $ Invested: N/A Investors Anvers; Ares Capital Corporation; CB Health Ventures; Coleman Swenson Booth; Evergreen Investments and Management; Goldman Sachs Specialty Lending Group; Great Hill Partners; Passport Holding; Primus; Select Capital Venture; Spectrum Equity Investors Passport Health Communications provides payment transaction management and processing software and SaaS for hospitals and health care providers. Its software, ecare Patient Access Suite and OrderChecker offer various features including customer billing & EDI, compliance and data management. It currently serves more than 2,500 hospitals and 9,000 other health care providers, processing more than 300 million health care transactions annually. Experian provides financial credit data and analytical tools for businesses and consumers globally. With its acquisition of Passport Health, it greatly expanded its presence in the healthcare industry and tripled its healthcare business in terms of revenue, expecting to add $121 million this year. The deal value of $850 million, equating to 7 times projected 2013 revenue, represents a strong multiple for a revenue cycle management company. Suspending its planned $500 million share buyback for this acquisition did not go unnoticed by Experian investors, after shares dropped by more than 7% following the announcement. However, Experian plans to pay an interim dividend of 11.5 cents per share, up 7%

44 M&A Transaction Spotlight Acquiror Deal Summary Date: 10/28/2013 Transaction Value: $525M % Sought: 100% Consideration: Cash Valuation Metrics Projected Revenue Multiple: LTM P/E Multiple: N/A Multiple on $ Invested: 5.4x Target Deal Rationale/Commentary Virtela Technology Services provides cloud-based wide area networking (WAN), software defined networking (SDN), network cost optimization and network monitoring and analytics software and services. The company also provides managed IT infrastructure monitoring and private and public cloud, virtualization, compute as a service and SDN orchestration, management and enablement services. NTT Communications is a major telecom and hosted services provider in Japan. The acquisition of Virtela makes it the company s seventh acquisition of the year and gives the company a more robust networking services portfolio, complementing its efforts to offer SDN capabilities. Virtela is backed by Juniper Networks along with several well-known VC firms and has raised $97.5 million in funding across four rounds. The deal value of $525 million equates to 5.4 times total dollars invested, most likely providing a solid return for investors. Investors Juniper Networks; New Enterprise Associates; Newton Technology Partners; North Coast Technology Investors; Norwest Venture Partners; Palomar Ventures; RSA Ventures; Symantec 44 44

45 M&A Transaction Spotlight Acquiror Deal Summary Date: 12/9/2013 Transaction Value: $395M* % Sought: 100% Consideration: Cash Target Deal Rationale/Commentary EdgeCast Networks operates a content delivery network (CDN) and provides application delivery, Web content acceleration and optimization services for businesses globally. The company was founded in 2006 and has become one of the fastest growing Internet companies in the world. Edgecast has more than 6,000 accounts and serves some of the world s leading web brands for global media delivery and acceleration services, such as LinkedIn, Twitter, Yahoo! and Pinterest. (*) Estimate from Capstone research & industry sources Valuation Metrics Trailing Revenue Multiple: 3.1x* Trailing EBITDA Multiple: Multiple on $ Invested: 5.3x* (*) Estimate from Capstone research & industry sources Investors Angels; Menlo Ventures; Performance Equity Management; Silicon Valley Bank, Steamboat Ventures With Verizon s recent acquisition of uplynk last month, the acquisition of EdgeCast shows Verizon s effort to enhance its Digital Media Services unit. EdgeCast will allow Verizon to speed up its delivery of video services and augment uplynk s streamlined process for uploading and encoding live and on-demand video content for multi-platform delivery. EdgeCast has raised a total of $74 million in funding from various angel and institutional investors. The deal value of $395 million equates to 3.1 times trailing revenues and 5.3 times dollars invested

46 M&A Transaction Spotlight Acquiror Deal Summary Date: 11/13/2013 Transaction Value: $300M (1) % Sought: 100% Consideration: Cash Target Deal Rationale/Commentary Fiberlink provides cloud-based enterprise mobile device security and application management software. Fiberlink is an established mobile device management (MDM) provider with more than 3,500 customers ranging from small businesses to enterprise and government agencies. The company s solution, offered under the brand MaaS360, enables end-to-end security, device and application management for the rapidly expanding bring your own device (BYOD) trend in the enterprise. (1) Estimate from Capstone research & industry sources Valuation Metrics Trailing Revenue Multiple: 6.0x (1) LTM P/E Multiple: N/A Multiple on $ Invested: 3.6.x (1) (1) Estimate from Capstone research & industry sources Investors Edison Venture Fund; GE Equity; Goldman Sachs Group; NewSpring Capital; Strattech Partners; Technology Crossover Ventures This is IBM s eighth acquisition within the past 18 months, with plans to offer Fiberlink s MaaS360 on the IBM SoftLayer cloud infrastructure. The deal demonstrates IBM s intent to boost its mobile offerings and provide a comprehensive, cloudbased MDM solution that can accelerate productivity for its customers. With an estimated value of $300 million, the deal amounts to 6 times trailing revenue and 3.6 times the aggregate dollars invested. This is a solid revenue multiple given the MDM space is crowded and is consolidating rapidly. Taken with other significant acquisitions by Citrix (Zenprise), LANDesk (WaveLink) and Symantec (Odyssey & Nukona), IBM s acquisition of Fiberlink continues the consolidation trend in the MDM market

47 M&A Transaction Spotlight Acquiror Target Deal Rationale/Commentary Date: 10/30/2013 Deal Summary Transaction Value: $295M (1) % Sought: 100% Consideration: Cash (1) Includes $137M earnout. Calculated as consideration paid to holders of equity linked securities plus assumed debt. Valuation Metrics LTM Revenue Multiple: 7.4x ; 4.0x (2) LTM P/E Multiple: N/A Multiple on $ Invested: 19.7x ; 10.5x (2) (2) Multiples shown with and without earnout. Multiple on $ invested calculated as Transaction Value / Total $ Invested Ignition Partners Investors ServiceMesh provides cloud application management, deployment, billing and cloud infrastructure management SaaS for businesses. Its cloud management platform automates the deployment and management of enterprise applications across private, public and hybrid cloud environments. This enables companies to centralize management while allowing various applications to run in different clouds to maximize flexibility and performance. Computer Sciences Corporation provides systems and security integration, business process outsourcing and Web and application hosting services for businesses internationally. With its acquisition of ServiceMesh, CSC will be able to provide modern cloud application management technologies to its robust government agency clients, allowing them to run applications on public, private and hybrid clouds. Adding to its earlier acquisition of Infochimps, CSC is clearly looking to transition beyond its traditional IT outsourcing history. The transaction value of $295 million includes the potential earnout of $137 million which will be based on certain performance milestones. If the full earnout is realized, the deal will result in premium multiples at 7.4x LTM revenue and a 19.7x multiple on the $15M invested

48 Investment Banking Advisors Public Company Observations and Trading & Operating Recommendations Metrics 48 WORLD CLASS WALL STREET EXPERTISE. BUILT FOR THE MIDDLE MARKET. TM 48

49 Trading & Operating Metrics ($ in millions, except per share data) $/Share Market Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA Price/EPS NTM / LTM Growth LTM Margin Company Name 12/31/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net SaaS & Cloud 105 Mean 18,984 18,167 3,173 2, % 8.2 % 8.3 x 6.3 x 27.4 x 24.0 x 46.3 x 36.8 x 20.2% 14.7% 16.6% 66.3 % 13.3 % 4.8 % SaaS & Cloud 105 Median 1,413 1, % 7.8 % 5.0 x 4.4 x 16.8 x 15.4 x 28.1 x 24.1 x 16.3% 12.0% 12.7% 68.7 % 17.6 % 8.8 % Analytics / Business Intelligence Adobe ,933 28,273 3,174 1, % 15.3 % 7.0 x 6.9 x 25.6 x 26.7 x 44.4 x 53.7 x 0.5% (4.0)% (17.4)% 85.5 % 27.2 % 17.1 % Bazaarvoice (15.3)% (12.7)% 3.0 x 2.7 x 9.0% 47.5% 25.3% 67.9 % (10.6)% (12.1)% comscore , % (1.2)% 3.4 x 3.1 x 17.4 x 15.4 x 28.0 x 23.3 x 9.7% 13.4% 20.3% 67.9 % 19.8 % 12.5 % Google 1, , ,816 54,739 7, % 27.9 % 5.7 x 4.9 x 15.8 x 13.2 x 26.4 x 22.6 x 16.2% 19.5% 16.8% 57.3 % 36.0 % 25.0 % Splunk ,366 7, % 14.4 % 26.2 x 19.4 x 35.1% 89.1 % 1.4 % (1.5)% Mean 82,667 72,718 11,684 1, % 8.7 % 9.1 x 7.4 x 19.6 x 18.4 x 32.9 x 33.2 x 14.1% 19.1% 11.3% 73.6 % 14.8 % 8.2 % Median 7,366 7, % 14.4 % 5.7 x 4.9 x 17.4 x 15.4 x 28.0 x 23.3 x 9.7% 16.4% 18.6% 67.9 % 19.8 % 12.5 % Cloud & IT Infrastructure Citrix ,790 11, (3.6)% (10.4)% 3.9 x 3.5 x 13.8 x 11.5 x 22.0 x 19.5 x 10.5% 20.0% 12.9% 86.5 % 28.1 % 19.0 % Covisint (2.2)% 4.8 x 4.2 x 12.8% 101.8% 2.6% 45.8 % (19.4)% (11.1)% LogMeIn % 8.1 % 3.9 x 3.3 x 17.5 x 16.6 x 53.3 x 47.6 x 16.1% 5.7% 11.9% 88.7 % 22.1 % 9.8 % Proofpoint ,191 1, % 3.3 % 8.9 x 7.2 x 23.4% 2.5% 70.5 % (4.6)% (9.7)% Qualys % 8.0 % 6.2 x 5.3 x 40.9 x 30.3 x x 94.4 x 18.3% 34.7% 16.6% 77.7 % 15.2 % 7.2 % Rally Softw are (35.1)% 5.4 x 4.4 x 23.7% 8.6% 72.3% 78.1 % (20.9)% (58.7)% Red Hat ,620 9, % 21.5 % 6.5 x 5.7 x 23.7 x 20.2 x 38.6 x 36.0 x 14.1% 17.5% 7.4% 84.8 % 27.5 % 18.9 % ServiceNow ,771 7, % 7.8 % 20.2 x 13.5 x x 49.2% 62.5 % 5.0 % (2.1)% SolarWinds ,843 2, (27.9)% 7.9 % 8.5 x 6.8 x 15.4 x 15.5 x 23.9 x 25.9 x 24.1% (0.1)% (7.4)% 92.3 % 54.8 % 38.8 % Splunk ,366 7, % 14.4 % 26.2 x 19.4 x 35.1% 89.1 % 1.4 % (1.5)% VMw are ,608 33,221 5, (4.7)% 10.9 % 6.6 x 5.8 x 17.4 x 14.6 x 28.2 x 24.3 x 14.1% 19.1% 16.0% 85.5 % 38.1 % 27.5 % WANdisco % 10.9 % 71.9 x 39.4 x 82.6% 46.0% 55.5% 85.3 % (162.4)% (224.8)% Mean 6,931 6, % 3.7 % 14.4 x 9.9 x 21.5 x 32.1 x 46.0 x 41.3 x 27.0% 28.2% 19.0% 78.9 % (1.2)% (15.6)% Median 2,017 1, % 8.0 % 6.6 x 5.8 x 17.5 x 16.6 x 33.4 x 30.9 x 20.8% 19.1% 12.4% 85.0 % 10.1 % 2.8 % Cloud Computing / Storage Amazon , ,894 7,689 3, % 27.6 % 2.5 x 2.1 x 22.6% 41.9% 26.6 % 6.3 % 0.2 % CenturyLink ,826 39, ,582 (18.6)% 1.5 % 2.2 x 2.2 x 5.2 x 5.5 x 11.6 x 12.8 x (1.0)% (5.5)% (9.2)% 61.3 % 41.4 % 9.2 % Google 1, , ,816 54,739 7, % 27.9 % 5.7 x 4.9 x 15.8 x 13.2 x 26.4 x 22.6 x 16.2% 19.5% 16.8% 57.3 % 36.0 % 25.0 % IBM , ,581 10,273 36,180 (2.1)% 1.3 % 2.3 x 2.3 x 8.9 x 7.8 x 11.5 x 10.6 x (0.6)% 13.3% 8.5% 48.7 % 25.6 % 18.0 % Microsoft , ,888 79,934 16, % 12.4 % 3.1 x 2.9 x 7.6 x 8.2 x 13.6 x 14.0 x 6.4% (6.8)% (3.2)% 73.6 % 40.7 % 29.0 % Oracle , ,238 36,999 24, % 15.3 % 4.2 x 4.1 x 8.7 x 8.2 x 13.7 x 12.6 x 4.7% 6.5% 8.6% 81.6 % 48.8 % 35.1 % Rackspace ,471 5, (47.3)% (25.8)% 3.6 x 3.1 x 10.5 x 9.5 x 58.4 x 61.8 x 16.0% 9.8% (5.5)% 71.9 % 34.0 % 6.5 % salesforce.com ,280 35, , % 6.3 % 9.3 x 7.1 x 58.0 x 45.0 x x x 30.8% 28.8% 2.4% 76.6 % 16.1 % 6.4 % Verizon , ,323 57,357 99, % 5.3 % 1.5 x 1.5 x 4.5 x 4.1 x 19.2 x 14.7 x 4.1% 9.7% 30.2% 61.5 % 34.1 % 6.2 % Mean 160, ,021 27,581 23, % 8.0 % 3.8 x 3.3 x 14.9 x 12.7 x 36.2 x 35.2 x 11.0% 13.0% 6.1% 62.1 % 31.4 % 15.1 % Median 172, ,894 10,273 16, % 6.3 % 3.1 x 2.9 x 8.8 x 8.2 x 16.4 x 14.4 x 6.4% 9.8% 5.5% 61.5 % 34.1 % 9.2 % *Sorted alphabetically within market segment 49 49

50 Trading & Operating Metrics ($ in millions, except per share data) $/Share Market Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA Price/EPS NTM / LTM Growth LTM Margin Company Name 12/31/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net Communication & Collaboration 8x % 0.8 % 6.8 x 5.7 x 43.8 x 49.0 x 48.3 x 67.3 x 20.0% (10.6)% (28.1)% 70.0 % 15.6 % 13.4 % Cisco ,925 87,950 48,201 16, % (4.3)% 1.8 x 1.9 x 5.4 x 5.5 x 10.8 x 11.4 x (5.5)% (1.7)% (5.2)% 61.1 % 33.3 % 22.9 % Citrix ,790 11, (3.6)% (10.4)% 3.9 x 3.5 x 13.8 x 11.5 x 22.0 x 19.5 x 10.5% 20.0% 12.9% 86.5 % 28.1 % 19.0 % CounterPath (46.1)% (25.8)% 2.9 x 2.2 x 28.6% 61.8% 50.0% 82.5 % (30.1)% (26.4)% Cybozu % 33.2 % 2.9 x 16.7 x 2.1 x 92.0 % 17.5 % % Interactive Intel ,362 1, % 6.1 % 4.3 x 3.8 x 35.9 x 85.3 x 12.5% (33.1)% (39.0)% 64.8 % 12.0 % 5.7 % IntraLinks % 37.6 % 2.9 x 2.8 x 17.0 x 16.8 x 2.0% 0.9% 72.5 % 17.1 % 3.8 % j2 Global ,293 2, % 1.0 % 4.6 x 4.1 x 10.2 x 9.5 x 18.2 x 17.3 x 11.4% 6.4% 5.1% 82.8 % 45.3 % 26.0 % Jive Softw are (22.6)% (10.0)% 4.8 x 3.9 x 22.6% 72.9% 7.8% 62.0 % (14.5)% (25.7)% LivePerson % 57.2 % 4.2 x 3.7 x 32.4 x 30.7 x 61.8 x 61.6 x 12.0% 5.7% 0.3% 76.1 % 12.9 % 7.6 % Microsoft , ,888 79,934 16, % 12.4 % 3.1 x 2.9 x 7.6 x 8.2 x 13.6 x 14.0 x 6.4% (6.8)% (3.2)% 73.6 % 40.7 % 29.0 % Premiere Global % 16.4 % 1.4 x 1.3 x 8.0 x 7.2 x 15.1 x 14.2 x 7.2% 10.3% 6.1% 57.0 % 17.6 % 7.0 % RingCentral ,143 1, % 7.8 x 6.2 x 26.0% 17.4% 56.6% 61.7 % (18.6)% (48.5)% Textura (30.5)% 17.5 x 10.5 x 67.2% 69.7% 74.7% 66.9 % (86.0)% (78.5)% Mean 32,389 25,500 9,271 2, % 6.1 % 4.9 x 4.1 x 19.1 x 17.3 x 30.8 x 29.3 x 17.0% 16.4% 11.5% 72.1 % 6.5 % 9.2 % Median % 1.5 % 4.0 x 3.7 x 15.2 x 10.5 x 18.2 x 17.3 x 12.0% 6.4% 5.6% 71.2 % 16.4 % 7.3 % Content Creation & Management Adobe ,933 28,273 3,174 1, % 15.3 % 7.0 x 6.9 x 25.6 x 26.7 x 44.4 x 53.7 x 0.5% (4.0)% (17.4)% 85.5 % 27.2 % 17.1 % Destiny Media % (4.0)% 27.9 x 20.2 x x 64.2 x x 38.6% 295.4% % 11.0 % 6.2 % Kudelski % 12.3 % 1.1 x 1.0 x 8.2 x 6.7 x 26.9 x 14.0 x 12.2% 21.3% 71.5 % 13.1 % 4.3 % Rovi ,983 2, , % 2.7 % 4.4 x 4.4 x 10.5 x 10.2 x 10.9 x 10.0 x 1.2% 2.7% 8.9% 82.4 % 42.3 % 29.5 % Sumavision , % (24.7)% 10.9 x 6.8 x 28.3 x 10.4 x 35.4 x 18.1 x 60.5% 173.0% 96.1% 76.5 % 38.5 % 39.0 % Wix x 8.8 x 60.3% (15.7)% 72.7% 80.5 % (28.5)% (84.8)% Mean 5,820 5, % 0.3 % 10.9 x 8.0 x 65.3 x 23.6 x x 23.9 x 28.9% 78.8% 40.1% 82.7 % 17.3 % 1.9 % Median 1, % 2.7 % 8.9 x 6.9 x 25.6 x 10.4 x 35.4 x 16.0 x 25.4% 12.0% 40.8% 81.5 % 20.2 % 11.6 % Content Delivery Services Akamai ,444 7, % (8.7)% 5.2 x 4.6 x 11.6 x 10.7 x 23.5 x 23.0 x 13.0% 8.7% 2.1% 73.4 % 44.6 % 24.0 % Brightcove % 25.7 % 3.6 x 3.1 x 15.2% 67.0 % 2.6 % (3.0)% Digital Generation % (1.5)% 1.8 x 1.7 x 5.4 x 5.6 x 9.6 x 9.5 x 3.1% (3.5)% 1.5% 64.5 % 33.0 % 9.6 % Digital River % 3.4 % 0.8 x 0.9 x 10.0 x 7.7 x 28.4 x 38.1 x (6.2)% 30.0% (25.5)% 80.3 % 8.5 % 5.3 % Limelight (10.8)% 2.6 % 0.5 x 0.5 x 17.3 x (4.7)% (1.5)% 50.9 % 2.6 % (13.0)% Mean 2,004 1, % 4.3 % 2.4 x 2.2 x 11.1 x 8.0 x 20.5 x 23.5 x 4.1% 11.8% (5.8)% 67.2 % 18.3 % 4.6 % Median % 2.6 % 1.8 x 1.7 x 10.8 x 7.7 x 23.5 x 23.0 x 3.1% 8.7% 0.0% 67.0 % 8.5 % 5.3 % *Sorted alphabetically within market segment 50 50

51 Trading & Operating Metrics ($ in millions, except per share data) $/Share Market Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA Price/EPS NTM / LTM Growth LTM Margin Company Name 12/31/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net CRM & Customer Service egain % (32.1)% 3.9 x 3.3 x 18.4% (32.7)% 69.9 % 5.9 % 2.1 % Jive Softw are (22.6)% (10.0)% 4.8 x 3.9 x 22.6% 72.9% 7.8% 62.0 % (14.5)% (25.7)% LivePerson % 57.2 % 4.2 x 3.7 x 32.4 x 30.7 x 61.8 x 61.6 x 12.0% 5.7% 0.3% 76.1 % 12.9 % 7.6 % salesforce.com ,280 35, , % 6.3 % 9.3 x 7.1 x 58.0 x 45.0 x x x 30.8% 28.8% 2.4% 76.6 % 16.1 % 6.4 % Mean 8,780 9, % 5.3 % 5.6 x 4.5 x 45.2 x 37.8 x 98.6 x 96.9 x 20.9% 18.7% 3.5% 71.2 % 5.1 % (2.4)% Median % (1.8)% 4.5 x 3.8 x 45.2 x 37.8 x 98.6 x 96.9 x 20.5% 17.2% 2.4% 73.0 % 9.4 % 4.2 % ERP, Supply Chain & Commerce ChannelAdvisor % 13.7 x 11.0 x 24.7% (265.7)% 73.2 % (8.3)% (1.1)% Demandw are ,219 2, % 38.4 % 22.3 x 16.7 x 33.8% 31.1% 72.1 % (2.4)% (7.0)% E2open % 6.7 % 8.9 x 7.6 x 17.2% (90.0)% (65.6)% 63.3 % (7.6)% (9.7)% econtext x 12.2 x 26.9 % 13.3 % 5.6 % SciQuest % 26.8 % 7.7 x 6.0 x 35.6 x 31.8 x 86.3 x 74.4 x 29.1% 11.8% 16.0% 68.7 % 21.7 % 8.9 % SLI Systems (6.1)% 4.4 x 4.2 x 5.2% (176.5)% 23.0% 8.1 % (9.7)% (13.9)% SPS Commerce , % (2.4)% 9.8 x 8.1 x 76.6 x 61.8 x x x 20.9% 24.0% 12.0% 69.6 % 12.7 % 8.3 % Mean % 12.9 % 9.8 x 8.9 x 41.4 x 46.8 x x 93.3 x 21.8% (99.3)% 3.3% 54.6 % 2.8 % (1.3)% Median % 10.3 % 8.9 x 7.8 x 35.6 x 46.8 x x 93.3 x 22.8% (90.0)% 16.0% 68.7 % (2.4)% (1.1)% Finance & Administration Bottomline ,330 1, % 29.7 % 4.9 x 4.1 x 48.5 x 20.3 x 28.9 x 28.6 x 19.6% 138.5% 1.3% 53.8 % 10.1 % 17.2 % Concur ,784 5, % (6.6)% 10.3 x 8.2 x 49.0 x 49.2 x 96.2 x x 25.8% (0.4)% (34.6)% 71.2 % 20.9 % 10.9 % Intuit ,744 21,127 1, % 15.1 % 5.0 x 4.6 x 12.6 x 11.7 x 23.6 x 21.2 x 7.7% 7.9% 11.1% 86.7 % 39.7 % 23.0 % NetSuite ,694 7, % (4.6)% 19.5 x 15.0 x x x 29.6% 27.5% 67.4 % 9.6 % 4.6 % Tangoe % (24.4)% 3.6 x 3.1 x 22.6 x 18.3 x 28.1 x 24.1 x 16.4% 23.3% 16.8% 54.6 % 15.7 % 14.1 % Xero ,344 3, % 68.6 % x 55.7 x 80.2% (135.8)% (167.5)% 2.9 % (35.3)% (34.8)% Mean 6,764 6, % 13.0 % 23.9 x 15.1 x 67.3 x 51.8 x 44.2 x 55.2 x 29.9% 10.2% (34.6)% 56.1 % 10.1 % 5.8 % Median 4,564 4, % 5.3 % 7.6 x 6.4 x 48.5 x 20.3 x 28.5 x 26.3 x 22.7% 15.6% 1.3% 61.0 % 12.9 % 12.5 % Human Resources Benefitfocus ,413 1, % 13.8 x 10.9 x 26.6% (44.3)% 62.8% 42.5 % (18.9)% (21.2)% Callidus % 49.7 % 6.0 x 5.3 x 69.5 x 43.2 x 13.9% 61.0% 53.7 % 8.7 % (1.7)% Cornerstone ,774 2, % 3.6 % 16.6 x 11.4 x 45.1% 79.4% 70.7 % (1.9)% (8.3)% Halogen (9.0)% 4.6 x 3.8 x 21.0% (80.8)% 58.1% 74.1 % (8.0)% (32.5)% Personal & Informatik % 9.3 % 5.5 x 16.5 x 24.8 x 69.3 % 33.3 % 23.1 % Saba % 20.8 % 2.9 x 2.4 x 19.4% 130.1% 62.9 % (8.0)% (3.7)% WageWorks ,056 1, % 17.8 % 8.4 x 7.6 x 33.2 x 29.6 x 83.7 x 74.3 x 11.3% 12.0% 12.7% 63.7 % 25.4 % 10.9 % Workday ,536 13,732 1, % 2.8 % 33.6 x 21.5 x 56.1% (22.3)% (8.9)% 61.1 % (15.1)% (23.3)% Mean 2,819 2, % 14.1 % 11.4 x 9.0 x 39.7 x 36.4 x 54.3 x 74.3 x 27.6% 9.3% 40.8% 62.3 % 1.9 % (7.1)% Median 1, % 13.4 % 7.2 x 7.6 x 33.2 x 36.4 x 54.3 x 74.3 x 21.0% (5.1)% 58.1% 63.3 % (4.9)% (6.0)% *Sorted alphabetically within market segment 51 51

52 Trading & Operating Metrics ($ in millions, except per share data) $/Share Market Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA Price/EPS NTM / LTM Growth LTM Margin Company Name 12/31/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net Licensed Software Leaders IBM , ,581 10,273 36,180 (2.1)% 1.3 % 2.3 x 2.3 x 8.9 x 7.8 x 11.5 x 10.6 x (0.6)% 13.3% 8.5% 48.7 % 25.6 % 18.0 % Microsoft , ,888 79,934 16, % 12.4 % 3.1 x 2.9 x 7.6 x 8.2 x 13.6 x 14.0 x 6.4% (6.8)% (3.2)% 73.6 % 40.7 % 29.0 % Oracle , ,238 36,999 24, % 15.3 % 4.2 x 4.1 x 8.7 x 8.2 x 13.7 x 12.6 x 4.7% 6.5% 8.6% 81.6 % 48.8 % 35.1 % SAP , ,566 4,457 7, % 16.4 % 4.7 x 4.3 x 13.3 x 11.1 x 19.9 x 17.4 x 8.4% 19.8% 14.6% 72.2 % 35.0 % 22.8 % Mean 197, ,818 32,916 21, % 11.4 % 3.6 x 3.4 x 9.6 x 8.8 x 14.7 x 13.6 x 4.7% 8.2% 7.1% 69.0 % 37.5 % 26.2 % Median 187, ,409 23,636 20, % 13.9 % 3.7 x 3.5 x 8.8 x 8.2 x 13.6 x 13.3 x 5.6% 9.9% 8.6% 72.9 % 37.8 % 25.9 % Marketing & Advertising Adobe ,933 28,273 3,174 1, % 15.3 % 7.0 x 6.9 x 25.6 x 26.7 x 44.4 x 53.7 x 0.5% (4.0)% (17.4)% 85.5 % 27.2 % 17.1 % Bazaarvoice (15.3)% (12.7)% 3.0 x 2.7 x 9.0% 47.5% 25.3% 67.9 % (10.6)% (12.1)% Callidus % 49.7 % 6.0 x 5.3 x 69.5 x 43.2 x 13.9% 61.0% 53.7 % 8.7 % (1.7)% Constant Contact % 31.2 % 3.1 x 2.7 x 20.4 x 15.2 x 49.3 x 33.7 x 12.9% 34.6% 46.3% 71.2 % 14.9 % 7.1 % Google 1, , ,816 54,739 7, % 27.9 % 5.7 x 4.9 x 15.8 x 13.2 x 26.4 x 22.6 x 16.2% 19.5% 16.8% 57.3 % 36.0 % 25.0 % Jive Softw are (22.6)% (10.0)% 4.8 x 3.9 x 22.6% 72.9% 7.8% 62.0 % (14.5)% (25.7)% Marin Softw are (18.4)% 3.2 x 2.6 x 23.5% 12.9% 60.2% 58.6 % (39.2)% (64.2)% Marketo ,430 1, % 15.3 x 11.1 x 38.1% 25.4% 86.7% 58.5 % (42.8)% (119.5)% Millennial Media (42.0)% 2.8 % 3.0 x 1.7 x 72.9% 41.2 % 3.1 % 1.1 % ReachLocal (1.5)% 6.7 % 0.5 x 0.5 x 9.7 x 7.0 x 31.8 x 22.9 x 12.9% 38.0% 49.8 % 5.5 % 2.2 % Rocket Fuel ,018 1, % 9.8 x 5.5 x 80.4% 33.4% 56.2% 46.4 % (7.7)% (6.0)% Tremor Video (37.2)% 1.5 x 1.4 x 7.9% 81.3% 44.0 % (1.9)% (22.2)% Yahoo! ,024 39,240 1, % 21.9 % 8.2 x 8.7 x 24.6 x 25.9 x 29.8 x 25.4 x (5.5)% (5.0)% 17.4% 70.1 % 33.5 % 31.5 % Mean 34,886 30,890 4, % 8.3 % 5.5 x 4.5 x 27.6 x 21.9 x 36.3 x 31.7 x 23.5% 30.6% 38.1% 58.9 % 0.9 % (12.9)% Median % 14.4 % 4.8 x 3.9 x 22.5 x 20.5 x 31.8 x 25.4 x 13.9% 33.4% 35.8% 58.5 % 3.1 % (1.7)% *Sorted alphabetically within market segment 52 52

53 Trading & Operating Metrics ($ in millions, except per share data) $/Share Market Enterprise % Change Ent. Value/Rev. Ent. Value/EBITDA Price/EPS NTM / LTM Growth LTM Margin Company Name 12/31/13 Cap Value Cash Debt LTM LQ LTM NTM LTM NTM LTM NTM Revenue EBITDA EPS Gross EBITDA Net Vertical Market ACI Worldw ide ,506 3, % 20.2 % 3.9 x 2.9 x 13.9 x 9.8 x 31.0 x 21.8 x 30.8% 42.0% 41.8% 62.3 % 27.7 % 10.8 % Advent ,784 2, % 10.1 % 5.5 x 5.3 x 17.0 x 15.1 x 26.9 x 26.5 x 5.4% 12.3% 1.5% 70.8 % 32.6 % 18.2 % Athenahealth ,002 5, % 23.9 % 9.6 x 7.3 x 53.4 x 40.0 x x x 31.4% 33.5% 27.7% 59.0 % 18.0 % 6.0 % Blackbaud ,673 1, % (3.6)% 3.7 x 3.4 x 13.6 x 15.6 x 30.6 x 31.1 x 9.8% (12.9)% (1.4)% 54.6 % 27.6 % 11.4 % BSM % 8.6 % 5.8 x 4.3 x 31.8 x 19.1 x 58.9 x 21.9 x 35.8% 65.9% 168.7% 62.5 % 18.4 % 8.8 % Cvent ,463 1, % 12.5 x 10.1 x x 24.3% 85.4% 73.6 % 5.3 % 3.1 % Dealertrack ,111 2, % 12.2 % 4.6 x 3.9 x 18.3 x 16.5 x 35.9 x 36.5 x 18.5% 11.2% (1.7)% 43.3 % 25.2 % 13.2 % Descartes % 16.4 % 5.6 x 4.9 x 19.8 x 16.2 x 20.0 x 16.9 x 14.7% 22.2% 18.0% 67.5 % 28.2 % 29.7 % Ebix (8.7)% 48.0 % 2.8 x 2.8 x 6.8 x 7.6 x 8.6 x 10.2 x (0.4)% (10.6)% (15.9)% 80.4 % 41.3 % 31.9 % Ellie Mae (3.2)% (16.1)% 5.3 x 4.8 x 15.9 x 17.2 x 24.9 x 28.5 x 9.3% (7.4)% (12.8)% 75.7 % 33.1 % 24.0 % Envestnet ,362 1, % 30.0 % 6.2 x 4.2 x 38.1 x 27.0 x 82.2 x 58.3 x 49.9% 40.9% 41.1% 28.0 % 16.4 % 8.0 % Fleetmatics ,594 1, % 15.2 % 9.1 x 6.9 x 28.3 x 22.9 x 53.4 x 41.6 x 32.0% 23.9% 28.4% 74.5 % 32.0 % 17.7 % Higher One (7.4)% 27.2 % 2.7 x 2.5 x 9.5 x 10.4 x 16.3 x 16.6 x 9.8% (8.7)% (2.1)% 58.3 % 28.5 % 14.6 % IDOX (38.7)% (15.8)% 2.5 x 2.2 x 10.4 x 7.6 x 17.7 x 9.4 x 14.2% 37.5% 88.3% 89.3 % 23.9 % 12.6 % Medidata Solutions ,238 3, % 22.3 % 11.9 x 9.6 x 48.6 x 38.5 x 82.9 x 78.3 x 23.9% 26.2% 5.9% 74.1 % 24.5 % 14.9 % Mix Telematics % (18.5)% 2.5 x 2.2 x 11.7 x 10.5 x 27.3 x 21.3 x 9.6% 11.5% 28.1% 65.2 % 21.0 % 10.1 % NIC ,616 1, % 7.6 % 6.2 x 5.7 x 24.5 x 20.0 x 47.8 x 40.6 x 9.6% 22.6% 17.9% 43.0 % 25.3 % 13.7 % OpenTable ,847 1, % 13.4 % 9.7 x 8.1 x 22.4 x 18.4 x 41.6 x 36.8 x 18.9% 21.9% 13.0% 74.5 % 43.0 % 25.1 % Playtech ,579 2, % 2.5 % 6.4 x 5.3 x 13.0 x 11.8 x 4.0 x 17.0 x 21.2% 10.3% (76.3)% % 49.0 % % RealPage ,816 1, % 1.2 % 4.8 x 4.0 x 20.5 x 16.2 x 41.0 x 32.5 x 20.3% 26.7% 26.4% 60.8 % 23.5 % 11.7 % Solera ,872 5,511 1,069 1, % 33.8 % 6.4 x 5.4 x 15.1 x 13.4 x 26.3 x 25.0 x 19.1% 12.5% 5.4% 68.7 % 42.4 % 21.6 % SS&C Technologies ,639 4, % 16.2 % 6.3 x 5.8 x 15.4 x 14.2 x 23.7 x 20.6 x 7.9% 8.6% 14.8% 44.9 % 40.7 % 22.6 % Temenos ,956 2, % 15.0 % 4.7 x 4.4 x 14.2 x 15.4 x 23.4 x 21.7 x 7.9% (7.3)% 7.7% 70.6 % 33.1 % 18.9 % Textura (30.5)% 17.5 x 10.5 x 67.2% 69.7% 74.7% 66.9 % (86.0)% (78.5)% Mean 1,836 1, % 10.1 % 6.5 x 5.3 x 21.0 x 22.2 x 39.9 x 33.3 x 20.5% 22.4% 21.7% 65.4 % 23.9 % 19.7 % Median 1,645 1, % 12.8 % 5.7 x 4.8 x 16.4 x 16.2 x 28.9 x 25.7 x 18.7% 22.0% 14.8% 67.2 % 27.6 % 14.1 % *Sorted alphabetically within market segment 53 53

54 Investment Banking Advisors Observations Technology & and Recommendations Telecom Team 54 WORLD CLASS WALL STREET EXPERTISE. BUILT FOR THE MIDDLE MARKET. TM 54

55 Technology & Telecom Team DAVID MICHAELS Managing Director, Head of Technology & Telecom Group Phone: (858) David Michaels is a Managing Director of Capstone where he is responsible for managing the firm s Technology & Telecom Group (TTG). David founded SagePoint Advisors in 2008, a boutique investment banking firm focused on providing merger, acquisition and strategic advisory services to growth companies in the technology and telecom sectors. Prior to founding SagePoint, David was a Co-Founder, Partner and Managing Director at Montgomery & Co., a leading investment bank focused on serving emerging-growth technology companies and their venture backers. David co-founded Montgomery s investment banking business in 1996 and played an instrumental role in building the business to over $50 million in revenues and 80 employees. Mr. Michaels also ran the firm s Communications and Digital Media Technology practice areas for several years prior to his departure. David has intimate knowledge of the strategic landscape, market dynamics and technology underpinnings of several high technology market segments including Mobile Software & Services, Consumer Internet, E-Commerce, Enterprise SaaS, Cloud & Infrastructure Software and Consumer, IT & Telecom Hardware. Prior to joining Montgomery in 1994, David worked at Bankers Trust Corporate Finance Department, where he helped execute merger and acquisition assignments. Prior to that, Mr. Michaels worked as a structural engineer at General Dynamics, Mr. Michaels received an M.B.A. in entrepreneurship from the Anderson School of Management at UCLA and holds a B.S. in Mechanical Engineering from the University of Michigan. JOHN SNEAD Managing Director, Head of International Phone: 44 (0) [email protected] John Snead is responsible for managing the firm s international operations as Managing Director of Capstone Grenport Ltd (CGL), focusing on the European technology and private equity markets. In his capacity, John is instrumental the firm s cross border M&A and financing activities. He joins Capstone with 25 years of experience in in the investment banking and financial markets both in London and Silicon Valley. For the seven years prior to joining Capstone, John was the founder and Managing Partner of Grenport Limited, a London-based investment banking boutique serving the strategic and transaction needs of emerging technology companies. Prior to Grenport, John was a Managing Director in Kroll s corporate finance group. He has also served as a senior professional at leading financial advisory firms such as Arthur Andersen, KPMG and Morgan Grenfell. John is particularly experienced in the technology sector where he has advised on more than 80 transactions, primarily in the software and IT services sectors. John holds an MBA, CFA, CF qualifications and is regulated by ICAEW

56 Technology & Telecom Team JOHN FERRARA President and Managing Partner Phone: (617) John serves as the Managing Partner of Capstone, responsible for the firm s investment and merchant banking operations, as well as managing client transactions. During his tenure as Managing Partner, Capstone has completed three acquisitions to expand the firm s presence from Boston to include seven offices internationally, culminating in the Global Investment Banking Boutique of the Year award in Over his 25+ year career in mergers & acquisitions, venture capital and management consulting, John has executed well over 150 transactions and related engagements. Prior to 2002, when he acquired the practice he initially founded from Arthur Andersen to form Capstone, John served as a Regional Managing Partner with Andersen Corporate Finance LLC. While with Andersen, John held various national and global leadership positions. He started his career in Lehman Brothers' M&A group in New York, London and Riyadh, later becoming a founding member of Rodman & Renshaw's M&A practice in New York. After a break to compete in Australia's semi-professional baseball league, John joined The Deloitte Consulting Group in Los Angeles to focus on turnaround and interim management engagements. John has been recognized as Investment Banker of the Year in 2012, Deal Maker of the Year in 2010 and received the 40 Under 40 award for entrepreneurial excellence in He is the founder of the Spirit Triumph Cancer Foundation, author of the children s book "Beyond the Waterspout" and former owner in the Holyoke Sox, a baseball franchise in the NECBL. John earned his MBA from The Anderson School at UCLA and the London School of Economics. He holds dual BA degrees from Wesleyan University and is qualified as a General Securities Principal. TEAK MURPHY Vice President, Technology & Telecom Group Phone: (858) [email protected] Teak joins Capstone as a Vice President in the Technology & Telecom Group, based out of San Diego. Prior to Capstone s acquisition of SagePoint Advisors, Teak worked at SagePoint as a Senior Associate advising technology companies on mergers, acquisitions and strategic capital raises. Prior to joining SagePoint, Teak worked as a Senior Associate with Enterprise Partners Venture Capital, the largest Southern California based VC firm, where he evaluated investment opportunities and worked closely with senior management and board members to successfully grow portfolio companies. Prior to Enterprise Partners, Teak worked as an Associate in technology investment banking at Montgomery & Co. where he spent three years working closely with SagePoint's founder David Michaels on buy-side and sell-side M&A transactions. Prior to Montgomery, Teak worked at Cowen & Co. advising technology companies on M&A and IPO transactions. Teak's experience working on fund raising, mergers and acquisitions, and initial public offerings as both an advisor and investor provides unique insight into the needs of venture-backed companies. Teak graduated from the University of Southern California with honors, receiving a B.S. in Business Administration/Finance

57 Technology & Telecom Team BRANDON OVERMYER Associate, Technology & Telecom Group Phone: (415) Brandon is an Associate in the Technology & Telecom Group, working closely with clients to execute and optimize mergers, acquisitions and strategic capital raises. Prior to joining Capstone, Brandon was an Analyst in technology investment banking with ArchPoint Partners in San Francisco, supporting the senior team on middle market domestic and cross-border technology transactions. Brandon has previously worked in varying roles with Apple, LG and a number of startup ventures in addition to civil litigation practice. Brandon received his BA from University of Florida, graduating with distinction in three years. He received his JD from Baylor University School of Law and is a member of the Florida Bar. HIROKI HIGASHIHARA Analyst, Technology & Telecom Group Phone: (858) [email protected] Hiroki works closely with senior team members of the Technology & Telecom Group, as an Analyst, to execute various corporate financing transactions. Prior to joining Capstone, Hiroki interned at an investment management firm, Sage Capital Advisors, conducting back-testing models and investment performance analyses. He also interned at an Internet Security software company, gaining exposure to corporate financial planning and analysis. Hiroki received a BS in Management Science along with a minor in Accounting from University of California, San Diego. Hiroki graduated as a team member of the Thurgood Marshall Honors Program