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Acuity2009 Annual Middle Market Investment Banking Synopsis & Outlook ALL RIGHTS RESERVED. NO PART OF THIS PUBLICATION MAY BE REPRODUCED OR UTILIZED IN ANY FORM OR BY ANY MEANS, ELECTRONICALLY OR MECHANICALLY WITHOUT PRIOR PERMISSION IN WRITING FROM THE PUBLISHER. COPYRIGHT © 2009 TripleTree, LLC

TripleTree Acuity2009

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Acuity2009Annual Middle Market Investment Banking Synopsis & Outlook

ALL RIGHTS RESERVED. NO PART OF THIS PUBLICATION MAY BE REPRODUCED OR UTILIZED IN ANY FORM OR BY ANY MEANS, ELECTRONICALLY OR MECHANICALLY WITHOUT PRIOR PERMISSION IN WRITING FROM THE PUBLISHER.

COPYRIGHT © 2009 TripleTree, LLC

Independent | Insightful | Relevant

TripleTree, LLC is an independent, mid-market investment bank focused on mergers and acquisitions, capital formation and strategic advisory for healthcare and technology firms.

sentiment

“We’ve been given this on a silver platter…we might as well use it as an opportunity…you can retrench, pull in your horns, protect the balance sheet and preserve cash. Or you can realize that this is about humanity screaming for change.”

- Sam Palmisano, Chief Executive Officer, IBM as quoted in Fortune Magazine, December 2008

“Almost by definition the entrepreneurs who have the moxie to walk through your door in tough times tend to have better ideas.”

- Michael Goguen, Managing Partner, Sequoia Capitalas quoted in www.businessweek.com, December 2008

“We’re very bullish…it’s during downturns like these where you get to prove yourself, where strong companies pull away from weak ones…we think this environment presents a great opportunity…”

- Tien Tzuo, CEO, Zuora; former SVP of Salesforce.comquote provided for Acuity2009

“The current market is a period of Darwinian change…the recession and shuttered IPO market will place tremendous pressure on portfo-lio companies to tighten their belts and re-tool where necessary.’’

- Mark Heesen, President, National Venture Capital Association as quoted in www.CBR.com, December 2008

“…businesses need to ask themselves…’what is our vision for where this industry is going with or without us’…’what is our differentiated strategy within that vision’…’how are we going to execute in the next 12 to 18 months’…?”

John Chambers, Chief Executive Officer, Cisco Systemsas quoted in www.fastcompany.com, December 2008

1

viewpoint

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Companies and their investors are trying to make sense of what to do next amid the most chaotic economic environment since the 1930s. While the U.S. financial crises have had a direct impact on the global economy, stock markets are down markedly, short-term credit has dried up and all indicators including consumer spending, employment, auto sales, retail sales, and factory outputs have the U.S. economy in need of fundamental changes.

During this shake out new leaders will emerge, and for mid-market firms the potential could be profound. TripleTree is telling clients that bold, strategic thinking today can be game-changing tomorrow. For instance, fragmented industries like healthcare are ripe for innovation and opportunities are materializing as players from retail, publishing, and financial services industries begin to address the unmet needs of consumers.

Every day we talk to strategic buyers, financial sponsors, and the best technology-enabled firms in North America. Their interest in acquiring high growth businesses despite market conditions remains strong. Transaction terms for M&A will likely tilt more toward equity financing and away from debt, but strategic valuations are possible and deals are getting done.

TripleTree’s M&A and advisory business grew over 50% in 2008. While we have a keen appreciation for the tenuous economic climate, we’re bullish on 2009 because of our focus on proprietary research and dedication to a work product tailored specifically to middle market firms and their financial sponsors.

We’re hopeful this issue of Acuity2009 provides useful perspective on the current market landscape and where TripleTree is providing investment banking support. We look forward to reconnecting for an update on your business and learning how we can help your management team and shareholders.

Sincerely,

Kevin Green, Co-Founder & Managing PartnerDavid Henderson, Co-Founder & Managing PartnerPeter Erickson, Managing Partner Joe Schiesl, Managing PartnerScott Tudor, Managing PartnerChris Hoffmann, Senior PrincipalBrian Klemenhagen, Senior Principal

As a boutique investment bank, TripleTree’s community consists of three distinctive yet interrelated groups: Mid-Market Firms, Financial Sponsors, and Global Aggregators. In addition, we maintain a network of active advisors, former clients and industry partners. In an environment of likely consolidation, each of our constituents is searching for either new pockets of growth, new capital sources, or new strategic partners. As they seek answers, a range of questions have emerged:

SECTOR CONSIDERATIONS

Have enterprise software buying habits been changed forever?

How should we be considering federal initiatives and regulations on our industry in light of the incoming U.S. presidential administration?

What is the potential for mass-market retailers like Wal-Mart, Amazon and Google to disrupt traditional industry verticals such as healthcare, telcom, insurance, and banking?

Are mobile solutions finally ready for a break-out move?

In the technology industry, cloud computing is disassembling the “technology stack” as we’ve known it. Many are left asking where the best growth stories for 2009 will be centered. Integration? Data management? Content optimization? Vertical specialization?

In the healthcare industry consumerism is growing as alternative care models disrupt traditional industry practices: payors are assessing whether their current business model and legacy technologies support the ways that today’s consumers need to be serviced; providers are seeking best approaches for addressing issues around reimbursement, smart devices and consumer transparency; and global healthcare services firms like Express Scripts, Walgreens and Johnson & Johnson are seeking investments and acquisitions for new solutions to extend their traditional competencies.

As mid-market firms take advantage of opportunities in new markets, how should partner ecosystems, go-it-alone strategies, consumerism, or other trends be considered?

VALUATION REALITIES

Is now the right time to be pursuing a liquidity event?

Given tough market conditions, is capital funding for growth companies or shareholder liquidity available?

Are strategic valuations still possible and what factors drive top quartile outcomes?

As scrutiny grows around M&A and investment activities, what perspectives are critical in assessing timing and approach?

questions

3

CONSIDER NEW BUSINESS MODELS AND CHANGING THEMES

Realizing that the influence of consumerism can create growth opportunities for solutions ranging from healthcare and financial applications to enterprise logistics and education.

Acquisitions will not be limited to global firms. Mid-market players with stable fundamentals will become acquisitive, especially seeking businesses with disruptive delivery models and recurring revenue streams.

Understand your current market landscape. Where it evolves is critical to visualizing new opportunities and building an innovative roadmap. For example, the convergence of media and content management strategies is beginning to shed light on the fact that ad-driven revenue models can’t offer long-term sustainability.

Some of the best business models we’re seeing are “assemblers” and “hybrids”. Said differently, firms that are identifying specific marketplace point and addressing them with solutions comprised of disparate pieces rather than suites represent a new approach to brand building.

PREPARE FOR OVERTURES

Many of the better innovators are already being approached by potential acquirers. For firms with On Demand or Software as a Service (SaaS) delivery, this is happening with the growing interest in subscription-based pricing and multi-tenant delivery models as highly leveraged application platforms.

Having an appreciation for how your business will be viewed as a strategic asset given today’s market will impact thinking on timing and approach.

Preparing for strategic discussions today requires an approach beyond considering traditional financial synergies. Well articulated long-term thinking, a focus on new markets, identification of strategic partners and an understanding of disruptive delivery models are critical components to these discussions.

In mature sectors like Enterprise Resource Planning (ERP), over half of vendor revenues are derived from single-digit maintenance and professional services growth. Without the aid of acquisitions, the notion of “high growth” will be nearly impossible and embracing new delivery models like SaaS and industry specialized solutions will be critical for accelerating revenues and remaining relevant.

advice

4

We are of the mindset that preserving cash and hunkering down should not be a universal strategy for growth oriented businesses. As the marketplace filters dozens of variables impacting sales, operations and executive thinking, we’re telling CEOs and investors to not simply assume that all activity in your sector will come to a standstill. Rather, we’re asserting that a number of sectors will see new, non-traditional market leaders come forward and that strategic alternatives should be assessed.

Traditionally, healthcare and government sectors are the most immune from economic downturns. During this time, forward thinking executives will be provided with a great occasion to leverage disruptive approaches in both their legacy market and new adjacent areas.

TripleTree will continue its focus on the healthcare market and disruptive, technology-enabled solutions and services.

We will also apply resources to vertical industry solutions and where business applications are being influenced by consumerism and the need for better analytical solutions.

In 2009, TripleTree will provide investment banking support and conduct primary research in the following areas:

growth areas 2009

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AnalyticsClean Tech & Green ITCloud Computing & On DemandCollaboration & Content ManagementFinancial ApplicationsGovernance & Compliance Mobile Solutions1:1 MarketingProcurement & Financial Value Chain

•••••••••

TECHNOLOGY

ComplianceConsumer Directed HealthInformatics & AnalyticsmHealthPharma/Life SciencesRetailRevenue Cycle ManagementSeniors Market

••••••••

HEALTHCARE

Report SummaryThis Spotlight Report assesses why compliance and risk management needs are top of mind for enterprises and where vendors are creating automated solutions to serve these evolving set of needs. It concludes with a viewpoint of how an enterprise-wide compliance platform and ecosystem will evolve in what is currently a highly fragmented market.

(Published Q1-2008)

Report SummaryThis Spotlight Report identifies over a dozen vendors who have positioned themselves as SaaS Platforms and highlights four components TripleTree has identified as a basic framework for their success. It concludes with a review of six differentiating functions for this framework and offers some considerations for CEOs who are deciding how best to align with a SaaS Platform.

(Published Q2-2008)

Report Summary This Spotlight Report is a follow-up to our spring 2007 report Telemedicine 2.0, which provides an overview of the entire field of wireless health and addresses more specifically the convergence of clinical and consumer applications through mobile enablement. We provide an update and continued exploration into a particular area of telemedicine – Remote Patient Monitoring (RPM) delivered to the home or to a mobile individual.

(Published Q2-2008)

TripleTree Research supports our investment banking services, and is tailored to provide business builders and investors with an independent and relevant perspective for creating value.

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NEXT GENERATIONCOMPLIANCE

BUILDING A PLATFORM APPROACH TO ENTERPRISE COMPLIANCE AND

A TripleTree Industry Analysis

SPOTLIGHT REPORTWWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300

mHEALTHREMOTE

PATIENT MONITORING

A TripleTree Industry Analysis

SPOTLIGHT REPORTWWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300

SAAS PLATFORMS

ECOSYSTEMS EVOLVE TO MEET THE NEEDS OF EMERGING SAAS VENDORS

A TripleTree Industry Analysis

SPOTLIGHT REPORTWWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300

In 2008, TripleTree published six Spotlight Reports (shown below) examining disruptive technologies and growing market trends.

Report Summary This Spotlight Report examines the rapid change of enterprise collaboration and social software solutions. The overarching TripleTree message to all aspiring “next generation” application providers is clear: “If you’re not engineering collaborative capabilities into your solution, you’re telling the world you’ve decided to remain a legacy application vendor.”

(Published January, 2009)

Report Summary This Spotlight Report examines new and innovative channels and methodologies firms are beginning to implement in attracting and affecting the individual. To maximize their usefulness, TripleTree examines these approaches and how they will need to be delivered in flexible and convenient channels while taking a more focused and tailored approach that coincides with the disciplines and market forces from other consumer-centric industries.

(Published Q3-2008)

Report Summary This Spotlight Report marks TripleTree’s first report focused exclusively on the life sciences industry, identifying four key areas that are being shaped by the sector’s unfolding evolution: patient safety; compliance; sales and marketing; and collaboration. We highlight the demands shaping the call for new technologies and services driving these areas, while providing illustrative examples of solutions that are leading the charge to enable the industry’s transformation.

(Published Q1-2009)7

HEALTH & WELLNESS ALTERNATIVE DELIVERY MODELS AND NEW APPROACHES TO HEALTH MANAGEMENT

A TripleTree Industry Analysis

SPOTLIGHT REPORTWWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300

COLLABORATION,COMMUNITIES &THE EXTENDED ENTERPRISE

CONSUMERISM, THE SOCIAL GRAPH, AND APPLICATION PLATFORMS ARE CONVERGING TO HELP ORGANIZATIONS LEVERAGE RELATIONSHIPS AND ENHANCE BUSINSS AGILITY

A TripleTree Industry Analysis

SPOTLIGHT REPORTWWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300

THE NEXT EVOLUTION OF LIFE SCIENCES:

AN INDUSTRY INTRODUCTION TO LIFE SICENCES SERVICES

A TripleTree Industry Analysis

SPOTLIGHT REPORTWWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300

Paisley, the market leading platform provider of Governance, Risk and Compliance (GRC) software applications solutions was acquired by Thomson Reuters, the global leader in publishing and intelligent information brokerage. About Paisley:

#1 provider of GRC software applications solutions Customer-base includes Fortune 500 leaders with over 120,000 users in 40 countries worldwide Industry analysts at Forrester Research and Gartner rank as an elite leader within the Compliance sector

•••

SearchAmerica, the market leading provider of SaaS-based payment prediction software, automated Charity/Medicaid processing, and address verification solutions for the hospital and physician sectors, was acquired by Experian, the global leader in providing information, analytical, and marketing services.About SearchAmerica:

Leading provider of payment prediction data and analytics to the U.S. healthcare industryNearly 200 clients across 500+ hospital and physician facilities, including many of the largest

••

TMG Health, the market leading BPO provider for government sponsored healthcare programs, was acquired by Health Care Service Corporation (HCSC), the 4th largest US health insurer operated through BCBS plans of Illinois, Oklahoma, Texas and New Mexico and various subsidiaries.About TMG Health:

Supports over 1.8 million Medicare and Medicaid members handling more than 20 million claims annuallyCustomer-base includes Medicare and Medicaid HMOs, employer retirement plans and other health plans in all 50 states The markets’ only independent outsourced services provider within the complex managed government programs market

MED3OOO, a leading provider of healthcare management, outsourcing, and data management solutions was recapitalized by Mitsui & Co. (USA), Inc., a wholly owned subsidiary of the $55 billion Japanese-based conglomerate, Mitsui & Co., Ltd. About MED3000:

Business consists of over 1,500 employees with operational centers nationwideClients include 10,500 physicians,16,000 technology users, 100+ hospitals/health systems and IPA’s (California, Florida, Illinois) $250 Million in Recurring Revenue under contract

••

outcomes 2008

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- Top quartile valuations were attained - Non-traditional global buyers made first-mover acquisitions- Private equity firms showed substantial interest in good growth businesses

Sircon Corporation, a SaaS industry leader of compliance solutions for the insurance IT Industry, was acquired by Vertafore, a Hellman & Friedman and JMI Equity-backed provider of insurance-related software and information solutions.About Sircon:

SaaS leader that solves mission-critical problems in the $60 billion insurance IT market Client base including 1,500 carriers, 20,000 brokers/agencies, 250,000 individual producers/ agents, 18 U.S. states

••

Whole Health Management, a provider of comprehensive health services through the operation of on-site health and wellness clinics for large, self-insured employers was acquired by Walgreens, the nation’s largest drugstore chain. About Whole Health:

Clinics deliver significant savings to corporations through lower healthcare costs and increased productivity. Serves more than 320,000 employees and dependents across large corporations and Fortune 500 companies

Connextions, a technology-based BPO firm with broad expertise in the healthcare industry and enterprise market, acquired an ownership interest in Aha! Software, augmenting its predictive analytics capabilities.About Connextions:

2,500+ professionals Serves Fortune 500 clients and healthcare organizationsIndustry recognition includes Deloitte & Touche’s Fast 50 and Inc. Magazine Fastest Growing Companies

•••

OneNeck IT Services Corporation, a leading ERP outsourcing services provider to mid-market companies, acquired the managed hosting business unit of Ensynch, an IT consulting infrastructure and staffing company.About OneNeck:

Provides tailored solutions for mid-market companiesSupports 50+ customers at over 700 global sitesRanked as #1 ERP management outsourcer by industry publications

•••

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Fair Isaac Corporation’s insurance bill review business unit was acquired by Mitchell International, Inc., a leading data and technology provider to the automotive repair and property and casualty insurance industries.About the Insurance Bill Review Business Unit:

SmartAdvisor software is the leading medical bill review platform for workers’ compensation and automotive claims offered via a licensed or ASP modelService bureau operations provide outsourced bill review, case management, and utilization review servicesClients include large self-insured employers, insurance carriers, and third party administrators

TripleTree led eight investment banking transactions in 2008, totaling over $750M in deal volume. Most notable about our advisory work over the past 18 months has been the strong interest of global acquirers in the clients who offer platform solutions and the aggressiveness with which private equity firms are willing to pursue best in class businesses in select sectors and industry verticals.

capital markets (focus on U.S.)

MARKET OBSERVATIONS:

As 2008 came to a close, world political leaders and financial firms were coordinating efforts to reduce the current credit constraints and stabilize capital markets. Jobless claims in the U.S. are at their highest levels in recent memory with over 2M jobs lost in 2008 and a current unemployment rate of 6.5%. Housing prices in most markets across the country continued to post double-digit declines throughout the year, with one out of ten homeowners either delinquent on their mortgage or already in foreclosure. Political sea changes in the U.S. are also significant as a new presidential administration takes office. All major U.S. and global indices are trading at multi-year lows and equity markets have fallen 50% from their 2007 highs with respective declines in 2008 of 35% for the DJIA; 40% for the S&P 500, and 42% for the NASDAQ.

These figures validate the report of the National Bureau of Economic Research that the U.S. has been in a recession since late 2007, but unlike the market downturn of 2001 current impacts are much broader. With Q109 girding for likely increases in government regulation, slower economic growth, and shifting of business strategies, TripleTree has a few perspectives for mid-market and emerging companies.

IPO Market: Countless S-1 filings have been pulled and the odds for public market liquidity events are close to non-existent. According to industry sources, IPO filings have decreased 70% from a year ago, and there were only two venture-backed technology IPOs in 2008.

Market realities have set a challenging M&A and capital formation environment for 2009. Because valuations may not materially change in the next 2-4 years, CEOs and financial sponsors need to closely consider real growth prospects, competitive pressures, and the time value of investments relative to their interest in a liquidity event.

Companies that miss the unique window of opportunity to become a platform acquisition for interested acquirers in today’s market could be forgoing a strategic outcome, and may ultimately find themselves valued at more traditional financial metrics once the consolidation trends that begin in 2009 stretch over the next several quarters.

Premium Separation: During a downturn, high quality companies tend to separate themselves from competitors more quickly via differentiated solutions and unique value propositions. Examples of this include next generation companies offering on-demand (SaaS) delivery models and the incumbent benefits of scalability, strong user adoption and cost effectiveness. Though on demand businesses saw value compression as public market comparables retreated from the 6x – 9x revenue multiples seen in Q108, we remain bullish on recurring revenue and SaaS business models, and view the popularity of cloud computing initiatives as additional validation that on demand solutions could be a bright spot for tech-enabled businesses in 2009. The popularity of cloud computing is multi-fold, including desirable operating and financial attributes and the “greening of IT” (as cost cutting is at the top of the agenda for most CIOs).

Looking back, 2008 will be remembered for notable bank failures including Bear Sterns and Lehman Brothers, and massive economic uncertainty prompting discussions of governmental intervention, the likes of which haven’t been seen since the Great Depression. The chart and table to the right highlight notable financial news and events from 2008:

10

50

60

70

80

90

100

Jan-08 Feb-08 Mar-08 Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08

1

2

3

4

5

6

Jan 08 – Oil passes $100 a barrel for the first time in history

Feb 08 – Global inflation hits 10-20 year high

Mar 08 – JP Morgan purchases Bear Stearns

Jul 08 – Beginning of “credit crunch” with loss of confidence by investors in the value of securitized mortgages in the U.S .resulting in liquidity issues

Jul 08 – Oil peaks at $147 a barrel before gradually declining to below $50 a barrel in December of ‘08

Sept 08 – Unemployment hits 6.1%, its highest point in 5 years

7

8

9

10

Sept 08 – Freddie Mac/Fannie May seek government protection from bankruptcy

Sept 08 – Lehman Brothers files for bankruptcy, Bank of America purchases Merrill Lynch, AIG seeks bridge loan

Sept 08 – JP Morgan purchases Washington Mutual

Oct 08 – U.S. House of Reps votes 263-171 to pass $700B bailout bill, Presi-dent Bush signs into law hours later

Nov 08 – U.S. Presidential election

Dec 08 - The National Bureau of Economic Research (NBER) declared that the U.S. entered a recession in December of 2007

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11

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1 2 3 45 67 8

10

11 12

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m&a marketsMARKET OBSERVATIONS:

Overall M&A spending and deal volume declined in 2008. According to The 451 Group, technology related M&A spending and deal volume (including mega merger deals) was down nearly 40% Y/Y and 23% Y/Y respectively.

Not surprisingly, emerging and mid-market businesses fared somewhat better than most and saw an increase in M&A activity in 2008. Independent industry sources show that 2008 saw an increase in M&A deals of approximately 10% over 2007 for businesses at or below $750M enterprise value threshold.

12

Mid-Market M&A (Industry Agnostic) by # of Deals

0

1,000

2,000

3,000

4,000

5,000

2002 2003 2004 2005 2006 2007 2008

Below$50M

$50M -$250m

$250M -$720M

# of deals

k+ 10%

* Includes North American transactions only

Deal Size: Mega mergers and $1B deals decreased in volume as a function of tighter market conditions and bearish attitudes. According to The 451 Group, deals valued at more than $1B in 2008 will account for less than half the number of total deals done in any of the past three years.

Deal Structure: The lack of debt financing at the mega-deal level is having a trickle down effect and more conservative deal terms considering profitability, cash flow visibility, and sector specific parameters are now evident.

No Parallel Processes for Sellers: The non-existent IPO market will set a new playing field for M&A discussions as global aggregators and financial sponsors focus on a deal without the competitive distraction of public market liquidity options.

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General M&A: Global acquirers will continue to be acquisitive and most M&A activity will consist of tuck-under acquisitions of complementary solutions. Some enterprises will pursue more aggressive M&A strategies to enter entirely new markets and capture expansion opportunities in tumultuous market conditions.

Shifting Market Consolidators: Enterprise class vendors have historically led M&A activity in most sectors. Changing market dynamics such as consumerism, cloud computing, healthcare transparency, and content management will likely change this trend. Global leaders will remain active but many mid-market firms will step up their M&A activities to acquire weakened competitors and address white space opportunities.

TripleTree offers the following outlook for 2009 M&A activity:

Technology M&A (2004-2008)* Healthcare M&A (2004-2008)*

* Includes North American transactions only

0

500

1,000

1,500

2,000

2,500

2004 2005 2006 2007 2008

$0

$50

$100

$150

$200

$250# of dealsDeal size

$ Billions# of deals

0

200

400

600

800

1,000

1,200

2004 2005 2006 2007 2008

$0

$50

$100

$150

$200

# of dealsDeal size

# of deals $ Billions

venture capitalMARKET OBSERVATIONS:

According to the National Venture Capital Association, venture capital firms predict they will reduce investments in 2009 by at least 10%. As funds and their limited partners feel squeezed and retrench, many businesses will struggle and hope to survive on current cash flows or raise a small round to add sustenance until 2010, when funding spigots may open beyond a trickle.

Cash is King: The challenge for venture backed companies will be balancing growth and conserving cash. Realistic forecasts showing a pathway to positive cash flow in the near-term may include a re-evaluation of operating metrics, sales focus, and cost cutting.

0

400

800

1,200

1,600

2,000

2004 2005 2006 2007 2008

$0

$5

$10

$15

# of dealsDeal size

# of deals

0

200

400

600

800

2004 2005 2006 2007 2008

$0

$3

$6

$9

$12

# of dealsDeal size

$ Billions$ Billions # of deals

Technology VC Investment (2004-2008)* Healthcare VC Investment (2004-2008)*

* Includes North American transactions only

Portfolio Trimming: Given limited liquidity options, TripleTree expects underperforming companies or those with long-time horizons for growth to be trimmed from some portfolios, largely though M&A.

Trend Investing: Early-stage interest persists in Green-tech / Clean-tech, much of healthcare, and areas engendering IT optimization and cost management, like cloud computing.

14

private equity MARKET OBSERVATIONS:

Private equity investments dropped to a five-year low in 2008. Globally, private equity activity was $188B, down 72% Y/Y; and buyout deals comprised less than 10% of total M&A volume, down 21% from 2006 (Source: Thomson Reuters). In 2009, many PE firms will seek exit advice for current portfolio companies and some new growth investment.

Private Equity portfolio companies will become acquisitive. As PE firms reevaluate their portfolios, reduced valuations will offer new opportunities to invigorate growth into some current investments.

Support from LPs will be problematic. The “chicken and egg” analogy of seeking opportunistic investments while capital calls are placed to cynical LP’s will markedly impact the success of many PE firms.

Technology PE Investment (2004-2008)* Healthcare PE Investment (2004-2008)*

* Includes North American transactions only

0

50

100

150

200

250

2004 2005 2006 2007 2008

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

# of dealsDeal size

# of deals $ Billions

0

20

40

60

80

100

120

140

2004 2005 2006 2007 2008

$0.0

$0.5

$1.0

$1.5

$2.0

# of dealsDeal size

$ Billions# of deals

Issues will persist for hedge funds, pension funds, and endowments. Accounting for billions of dollars in U.S. private equity firms, investments and fiduciary requirements for these types of investors will add further confusion to the landscape.

Public perceptions will trend negative. Some would give private equity firms a black eye for poor performance but news about mismanagement and unethical activity is also top of mind. Blackstone Group is down 81% from its celebrated high of $35/share in mid-2007 and recent news of mismanagement at other firms has contributed to billions of dollars lost, negative headlines, and sagging investor confidence.

15

TripleTree’s investment banking and advisory practice is focused on the intersection of disruptive technology delivery models, business services, and vertical industry specialization.

Our commitment since our founding in 1997 has been to provide best in class private businesses with independent perspectives, insight based on proprietary research, and candid advice regardless of popularity.

TripleTree’s principals bring decades of experience as former operators of technology-based businesses in healthcare, financial services, professional services, telco and distribution. We have led over 100 sell-side M&A transactions totaling $5B in enterprise value with clients and buyers on three continents. Our recapitalization practice is growing quickly and since 2006 our team has concluded over a dozen financing transactions with an enterprise value in excess of $1B.

After you have considered the perspectives offered in Acuity2009, we look forward to learning more about your organization, the opportunities you’re facing, and how we can accelerate your success through unique and insightful investment banking support.

about

7601 France Avenue South, Suite 150, Minneapolis, MN 55435 | 952-253-5300 | www.triple-tree.com

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a - c u - i - ty (noun)sharpness; acuteness; keenness: acuity of vision; acuity of mind.

In 2009, TripleTree Research adopted green publishing practices and will print only limited quantities of reports. While we remain committed to a rigorous primary research agenda, we’re encouraging readers to download online versions of our content.