Five Integration Imperatives that will Make or Break a Software M&A Transaction

Transcription

1 Five Integration Imperatives that will Make or Break a Software M&A Transaction Industry Whitepaper by Waterstone Management Group Mark Hauser, Partner Nick Latz, Senior Associate Carolanne Fried, Analyst Fall S. Wacker Drive, Suite 3350 Chicago, IL (877)

2 Page 2 Despite macroeconomic challenges and uncertainty in the broader economy, investment demand for software companies has maintained a steady and strong pace over the last two years. Quarterly software deal volumes have now surpassed 300 for nine straight quarters, and we expect this trend to continue in Figure 1 Software M&A Transaction Volume Note: 2012 A/F includes actual transaction volumes through November Source: Capital IQ, Waterstone analysis The robust software M&A environment is being driven by several factors. Public software companies have historically high levels of cash on their balance sheets and are using acquisitions as a way to expand into adjacent capability areas or to improve upon existing product offerings. For example, many software companies are using acquisitions as a means to add SaaS capabilities rather than developing these offerings internally. Through the third quarter of 2012, SaaS transactions made up 25% of total software transaction volume, up from just 10% in At the same time, the volume of private equity sponsored software deals has increased steadily since 2008, with deal volume on track to finish the year at the highest level seen since the market peak in While private equity investors have plenty of dry powder and access to favorable debt markets, they are often competing against strategic buyers to secure the highest quality software assets and valuation multiples are continuing to trend upwards. Accordingly, private equity investment theses are beginning to place an increased emphasis on transformational software deals. The transformational component of software deals may include: 1. Transforming the target s operating model by reconfiguring Product Development and Management, Sales & Channel Management, or Customer Service; and/or 2. Capitalizing on a growing and sustainable market trend (such as SaaS or big data ) by combining two companies at the time of the initial investment or through a buy and build approach 1 Software Equity Group; The Software Industry Financial Report 3Q Pitchbook

3 Page 3 The transformational component of software M&A deals means that as software company executives and investors consider M&A opportunities, the success or failure of a deal will come down to more than just getting the valuation and financing right. Rather, the development and execution of the M&A integration will drive value creation and needs to be systematically considered upfront. To this end, there are five integration imperatives that every software executive and investor should be thinking about, as they can easily make or break a software M&A transaction. 1. Tailor the integration approach to the strategic rationale The strategic rationale (or investment thesis) for M&A transactions in the software industry typically falls into one of three categories: 1. Consolidate: A merger or acquisition within the same product space or vertical market 2. Improve: An acquisition intended to improve an existing product set or capability 3. Expand : A merger or acquisition driven by adjacent market expansion While M&A deals will continue to take place across all three of these areas, the majority of transactions will fall into the Improve and Expand categories. As illustrated in Figure 2, each of these transaction types has different characteristics, objectives, and strategic rationales. As a result, software executives must tailor their integration approach to the type of transaction they are integrating. Figure 2 Software M&A Transaction Types

4 Page 4 2. Plan for Value Creation to be driven by Revenue Growth One important characteristic of the software industry is that it is human capital intensive. Software companies do not have an abundance of physical assets such as inventory or manufacturing plants. Rather, a software company s most critical assets are its human capital and intellectual property. The human capital intensive nature of the industry makes it difficult to implement large-scale cost reductions after M&A transactions. In both Improve and Expand transactions, the deal thesis is driven by revenue growth and/or defending an incumbent market position. In these transactions, the acquired company is usually left to operate as a standalone business unit and is not fully integrated into the operations of the acquirer (at least not in the short to medium term). Thus, the expense synergy opportunities in Improve and Expand transaction will be limited (Figure 3). Figure 3 Expense Synergy Opportunities by Functional Area and Transaction Type 1 1) Assumes that the merged companies are of similar size and scale (i.e. smaller company represents 25% or more of CombinedCo total revenue) In Consolidate transactions, there will be opportunities to realize a moderate amount of operating leverage. Figure 4 provides an illustrative example of the magnitude and functional areas in which expense synergies can be realized in a representative Consolidate transaction. As the example shows, the most significant expense reduction opportunities will come from General & Administrative (i.e. Finance, Accounting, IT, etc.). Moderate expense synergies can be realized within Professional Services, Research & Development, and Sales and Marketing (See Figure 3).

5 Page 5 Figure 4 Representative Consolidate Transaction CombinedCo P&L Expense Synergy Opportunities ProForma P&L Revenue Software Maintenance Professional Services Other Total Revenue Cost of Revenue Software 0 0 % of SW Rev 0% Maintenance 4 4 % of Maint. Rev 10% Professional Services 18 7% 16 % of PS Rev 70% Other % of Other Rev 75% Total COR OpEx G&A 13 18% 11 % of TR 13% S&M 22 8% 20 % of TR 22% R&D 14 12% 12 % of TR 14% Total OpEx While the 7% EBITDA margin improvement opportunity illustrated in Figure 4 is compelling, it does not come without execution risk. Since the majority of software headcount are revenue producing (Professional Services and Sales) or directly tied to revenue producing products (Product Development), integration leaders must be surgical and strategic when making reductions in these areas. Thus, even in Consolidate transactions, a significant portion of value creation will be driven by revenue growth opportunities or by defending an incumbent market position. EBITDA % of TR 18% 25% EBITDA Margin Improvement 7% Note: CombinedCo P&L revenue mix and expense line items were determined by analyzing financial performance across a set of 435 public Software companies; expense synergy opportunities are based on Waterstone client experience. 3. Sell the vision Regardless of the transaction type, it is critical that the executive leadership team sell the vision of the combined entity to customers, employees, and other stakeholders. When a software company is acquired, its customers are often concerned about decreased support, maintenance, and / or enhancements for the applications they are using. Customers will likely refrain from purchasing new products or services until they have a strong understanding of the product direction for the combined organization. Software companies can minimize the risks of customer defections and delayed sales by quickly communicating a vision for the combined entity and a roadmap direction that protects customers existing investments while also adding new features and capabilities. Since software companies are reliant on human capital and intellectual property, it is especially important to reassure employees after a transaction in order to prevent unnecessary attrition and to maintain employee engagement and productivity.

6 Page 6 4. Prioritize the development of the product roadmap After the transaction has closed, the executive team of the combined entity should prioritize the development of the combined product roadmap. While ownership of the product roadmap typically lies with product management, the creation of the roadmap should not be left up to one person or group. Rather, the development of the roadmap must be a cross-functional effort that incorporates the perspectives of Product Development, Sales, Professional Services, and Marketing. The combined product roadmap is critical to the transaction integration because it serves as a guide from which other major integration decisions can be made. A well thought out product roadmap that is aligned with the company s strategy and operating blueprint will significantly speed up the integration process and will allow the executive team to: Determine the optimal allocation of capital and resources, Identify redundancies and cost savings opportunities, and Communicate confidently with customers and employees about the posttransaction product direction 5. Take a close look at the development footprint Given the large number of Improve and Expand transactions in the software industry, many companies product development footprints have expanded into multiple geographies and have become increasingly difficult to manage and monitor. For example, many of these companies are now dealing with the hidden costs associated with offshoring, which include attrition, wage inflation, loss of intellectual property, increased training, and increased product testing. Others are struggling to maintain several disparate development methodologies, tools, and processes across heritage business units. Software executives should use M&A integration as an opportunity to optimize the combined entities development footprint, ensuring that it is assembled in a way that will drive productivity and increase yield on product development expenditures. Conclusion Moving forward into 2013, we expect that financial and strategic buyers will continue to drive a flurry of M&A activity within the software industry. As deal volume continues to grow, the mix of software deals will shift away from traditional Consolidate transactions that are driven by large scale operating and financial leverage and towards more transformational deals. Following these five integration imperatives will allow software executives to proactively manage an integration plan that is aligned with the transaction rationale, enables revenue growth, and maintains critical human capital.