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Page 1: QUARTERLY SOFTWARE SECTOR REVIEW 4Q 2014...2015/04/22  · QUARTERLY SOFTWARE SECTOR REVIEW 4Q 2014 Channelnomics | 11/18/14 According to a report from EY, aggregate deal volume reached

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

www.harriswilliams.com

TECHNOLOGY, MEDIA, & TELECOMQUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

Page 2: QUARTERLY SOFTWARE SECTOR REVIEW 4Q 2014...2015/04/22  · QUARTERLY SOFTWARE SECTOR REVIEW 4Q 2014 Channelnomics | 11/18/14 According to a report from EY, aggregate deal volume reached

www.harriswilliams.com

PAGE |

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

CONTENTS

DEAL SPOTLIGHT

WHAT WE’RE READING

NOTEWORTHY SOFTWARE TRANSACTIONS

SOFTWARE M&A ACTIVITY

SOFTWARE SECTOR OVERVIEWS

SOFTWARE PRIVATE PLACEMENTS OVERVIEW

SOFTWARE PUBLIC COMPARABLES OVERVIEW

TECHNOLOGY IPO OVERVIEW

MIDDLE MARKET DEBT OVERVIEW

TMT CONTACTS

UNITED STATES

Jeff BistrongManaging [email protected]

Mike WilkinsManaging [email protected]

EUROPE

Thierry MonjauzeManaging [email protected]

TO SUBSCRIBE PLEASE [email protected]

HARRIS WILLIAMS & CO. OVERVIEW

HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM

SOFTWARE / SAAS

Application Software

Data and Analytics

IT and Tech-Enabled Services

Infrastructure Software

Telecom and Data Center Solutions

INTERNET & DIGITAL MEDIA

AdTech and Marketing Solutions

Digital Media, Content and Gaming

Consumer Internet

eCommerce

Mobile

HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP INDUSTRY SECTORS

SELECT 2014 HW&CO. TMT TRANSACTIONS

STRATEGIC RELATIONSHIPS

HW&Co. OFFICE

Accounting and Legal

Education

Energy

Finance and Retail

Healthcare

Public Sector

TMT VERTICAL FOCUS AREAS

24 year history with over 170 closed transactions in the past 3 years

Approximately 230 professionals across eight offices in the U.S. and Europe

Strategic relationships in India and China

10 industry groups

KEY FACTS

1

has been acquired by has merged with has become a wholly owned subsidiary of

has received a minorityInvestment from

has received a majority Investment from

has been acquired byhas received a

significant investment from

has been acquired byhas been acquired by has merged withhas been acquired by has been acquired by

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PAGE | 2

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

DEAL SPOTLIGHT – LOGIBEC

Dedicated entirely to the health and social services sectors, Logibec was founded in1982 and is headquartered in Montreal.

Logibec is one of Canada's largest healthcare IT companies, with a comprehensiveand robust suite of clinical and administrative information systems.

Proven track record of acquiring and integrating tuck-in acquisitions to expand itsgeographic reach across Canada and enhance its software solution suite.

ABOUT LOGIBEC

HW&Co. worked closely with Logibec’s management team to educate potentialacquirers on similarities and difference between US and Canadian healthcare systems.

GI Partners has extensive IT infrastructure and healthcare services expertisethat it will bring to bear as Logibec enhances its healthcare IT solutions.

Logibec expects to pursue key strategic initiative including the introduction of newsolutions, geographic expansion, and execution of add-on acquisitions.

HW&Co. has advised on 14 recent HCIT transactions, all of which have beenconsummated with a strategic acquirer; Logibec will be HW&Co.’s first HCIT M&Atransaction sold to a financial investor.

a portfolio company of

has been acquired by

HW&Co. advised Logibec, the leading provider of clinical and administrative IT solutions for theCanadian Healthcare System, on its sale to GI Partners.

FOR MORE INFORMATION, PLEASE CONTACT:

Jeff Bistrong, Managing Director

[email protected]

Sam Hendler, Director

[email protected]

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PAGE | 3

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

Channelnomics | 11/18/14

According to a report from EY, aggregate deal volume reached a new post-bubble high of $73.7 billion from July to September 2014, up 41% from the previous quarter and 4% year-over-year.

Increased confidence in the global economy coupled with emerging cloud/SaaS applications and smart mobility are driving deals.

Forecasted growth in tech M&A is equally favorable as investors look towards 2015 to continue momentum in the sector.

Read the full article here.

TechCrunch| 12/25/14

Spurred by the recent success of vertical software companies such as Veeva, Opower, and Guidewire, TechCrunch estimates there will be greater investment activity in vertical cloud applications than in horizontal applications in 2015.

Furthermore, TechCrunch is predicting stronger M&A activity from large diversified software companies as nascent industries begin to consolidate throughout the year.

Read the full article here.

TechCrunch | 11/11/14

Gartner estimates a 30% increase in the number of connected objects in use, which is largely being driven by widespread and increasing use of sensor-connected devices proliferating the Internet of Things.

Sectors privy to the highest growth rates of connected devices include the automotive, consumer, and business sectors, resulting in a combined 25 billion devices forecasted by 2020.

Read the full report here.

Fortune | 12/22/14

Traditionally, before software began “eating the world,” the business of relational databases was largely dominated by Oracle.

Today, the industry is ripe for change as data storage has become cheaper, consumers are accessing larger data remotely and more frequently, and storage providers have shifted towards the software-defined storage model.

As a result, investment in enterprise storage startups has totaled approximately $1 billion (reported) annually over the last three years.

Read the full article here.

WHAT WE’RE READING

WHY MONEY IS POURING INTO ENTERPRISE STORAGE STARTUPS

Business Insider | 12/18/14

According to Business Insider, seven tech trends are expected to drive significant investment activity over the next twelve months.

Specifically, Business Insider cites the maturation of big data, the emerging threat of cyber attacks, and the evolving popularity of online marketplaces and the “share” economy as key factors that will impact investment allocation in 2015.

Read the full report here.

BILLIONS OF DOLLARS ARE SET TO FLOW INTO THESE 7 AREAS OF TECH IN 2015

Fortune | 11/19/14

In 2014, investors poured capital into healthcare IT companies as the system grapples with seemingly unjustifiable increases in healthcare costs and an ever-changing regulatory environment.

By 2H 2014, investment in healthcare IT companies reached $2.3 billion, surpassing the previous year’s total, according to Rock Health, a startup incubator.

Read the full article here.

DIGITAL HEALTHCARE INVESTMENTS ARE SOARING AGAIN. HERE'S WHY

DOTCOM DAYS ARE HERE AGAIN

THE ENTERPRISE IN 2015

THE RISE OF THE SENSORNET: 4.9BN CONNECTED THINGS IN 2015, SAYS GARTNER

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PAGE | 4

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

OTHER NOTEWORTHY SOFTWARE TRANSACTIONS – 4Q 2014

Thoma Bravo’s pending take-private of Riverbed Technology

Riverbed is a leading provider of application performance infrastructure solutions that optimize and control the hybrid enterprise.

Riverbed provides world-class solutions to more than 25,000 customers worldwide, including 97 percent of the Fortune 100 and Forbes Global 100.

Riverbed represents the largest acquisition in Thoma’s 20+ year history and marks the firm’s second multi-billion dollar take-private acquisition in just three months, following the acquisition of Compuware in September for $2.4 billion.

Announced 12/15/14

Ent. Value: $3.47B

Revenue: $1.09B

EV / Revenue: 3.2x

EV / EBITDA: 18.7x

Vista Equity Partners’ pending take-private of Advanced Computer Software Group

British software maker, Advanced Computer Software provides patient management software to health care providers, back-office systems for businesses and outsourced information technology services.

Under Vista’s ownership, ACS plans to pursue acquisitions more aggressively after struggling over the past year to beat out well-armed private equity investors or lure would-be targets away from appealing opportunities in the equity markets.

The transaction marks the second take-private for Vista in 2014, following the firm’s blockbuster acquisition of TIBCO, which closed in December.

Announced 11/25/14

Ent. Value: $1.14B

Revenue: $333.3M

EV / Revenue: 3.3x

EV / EBITDA: 23.6x

Aetna’s acquisition of bswift

bswift offers software and services that streamline benefits, human resources, and payroll administration for employers and exchanges nationwide.

As a combined entity, Aetna and bswift will contribute to more affordable health care by offering consumers more choice, education, and ease of use in order to make value-based decisions.

The acquisition has important implications for the health insurance industry as more insurers turn their focus on private exchanges.

Ent. Value: $400M

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

Closed 11/3/14

Permira’ pending acquisition of Metalogix Software

Metalogix develops management software tools for mission-critical collaboration platforms, including SharePoint, Exchange, and Office 365.

Permira plans to scale Metalogix’s organic growth and pursue M&A opportunities within the rapidly increasing collaboration services software market, which is expected to reach $67 billion by 2018 according to Forrester Research.

The Metalogix acquisition furthers Permira’s stated technology strategy of investing in software companies in secular growth markets.

Ent. Value: NA

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

Announced 10/30/14

Apax Partners’ pending take-private of Exact Holding

Exact Holding provides cloud-based business software for SMBs in the Netherlands and other Nordic regions in Europe.

Apax Partners’ considerable international software expertise will enable Exact to accelerate and expand its international growth strategy in cloud and scale up its portfolio of cloud-based business software.

This acquisition marks yet another private equity takeover in the rapidly consolidating Dutch enterprise software market, following the acquisition of cloud-software maker Unit4 by Advent International in March of 2014.Ent. Value: $860.5M

Revenue: $268.5M

EV / Revenue: 3.2x

EV / EBITDA: 16.2

Announced 10/9/14

4

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PAGE | 5

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

1013

4 3 1 3 52 3 3

55

85 9 7

8

14

7

7

12

10

8 5 3

5

5

5

7

5

9

8

97 9

2

5

8

5

23

7

10

56 4

4

10

3 1

2014

2013

2012

2011

2010

SOFTWARE ACQUISITION ACTIVITY – STRATEGIC ACQUIRERS

MOST ACTIVE STRATEGIC ACQUIRERS OF SOFTWARE ASSETS BY VOLUME 1, 2

GLOBAL STRATEGIC ACQUIRER SOFTWARE M&A ACTIVITY BY VOLUME 2

Google, Oracle, and Microsoft led the way in 2014 completing a combined 43 acquisitions.

Google made three notable acquisitions in 2014 to bolster its cloud platform – Firebase, a backend app developer service, Stackdriver, a monitoring service, and Zync, a visual effects rendering software company.

In 2014, Oracle focused on expanding its vertical footprint, specifically in retail with the MICROS acquisition, and enhancing its BI capabilities through the Blue Kai and DataLogix acquisitions.

Overall, strategic software M&A activity in 2014 was slightly up compared to 2013, despite a slight decrease in activity in 4Q.

Traditional software bellwethers continue to consolidate niche markets as they look to fill product gaps and maintain a competitive advantage against nimbler, more disruptive innovators.

354377 375 364 361

330372 357

408

310343 325 316 318

371343

290

4Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14

(1) This analysis compiles software M&A transactions for the most active strategic acquirers from 2010 to 2014.

(2) Non-control, private placement transactions were excluded from this analysis.

Source: Capital IQ and HW&Co. research.

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PAGE | 6

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

SOFTWARE ACQUISITION ACTIVITY – PRIVATE EQUITY

NEW PLATFORM PRIVATE EQUITY SOFTWARE ACQUISITION VOLUME 1, 2

GLOBAL NEW PLATFORM PRIVATE EQUITY SOFTWARE ACQUISITION VOLUME 2

In 2014, Vista Equity, Thoma Bravo, and Accel-KKR were the most active investors in new software platforms, completing a combined 22 new platform acquisitions.

SaaS-based, niche market leaders across multiple verticals (e.g., healthcare, consumer, finance) remain among the most sought after acquisition targets for private equity investors.

At 42 completed new software platform transactions, activity in 4Q 2014 was consistent with average levels seen over the last few years.

13

13 2 32

2

1 2 2

4

3

2

9 6

33

2 2

1

2

2

7

3

4 3 6

25

1

1

10

6

4 3 2

6 5 5 42

2014

2013

2012

2011

2010

47

37 38

60

3339

49

40 4337 38

4842 43

32

4942

4Q '10 1Q '11 2Q '11 3Q '11 4Q '11 1Q '12 2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14

(1) This analysis compiles new platform transactions for the most active financial buyers from 2010 to 2014.

(2) Non-control, private placement transactions were excluded from this analysis.

Source: Capital IQ and HW&Co. research.

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PAGE | 7

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

4Q '1

0

1Q '1

1

2Q '1

1

3Q '1

1

4Q '1

1

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

APPLICATION SOFTWARE – M&A MARKET SUMMARY

APPLICATION SOFTWARE M&A VOLUME (GLOBAL)

NOTABLE APPLICATION SOFTWARE M&A TRANSACTIONS

After a 2014 peak in 2Q, Application Software M&A activity registered a second quarter of modest decline in 4Q 2014.

In 2014, median revenue multiples for publicly disclosed Application Software transactions continued an upward trend in a highly competitive M&A environment.

Both strategics and private equity investors continue to exhibit a strong appetite for Application Software, notably for vertically-focused companies.

In 4Q 2014 alone, there were five notable transactions in the healthcare IT sector – Vista-ACS, AMN-Avantas, GI-Logibec, Emdeon-Change Healthcare, and Cognizant-TriZetto.

MEDIAN M&A REVENUE MULTIPLES (REPORTED)

1.7x1.7x

2.0x

1.8x1.9x

1.2x

2.1x

2.4x

1.3x

1.4x 1.5x

1.6x

2.4x

2.7x

2.0x

2.5x

2.3x260

267 271

285

268256

288

266

296

245 246252

247

231

282 275

270

MEDIAN

Pending Vista Equity Partners Advanced Computer Software Group Healthcare and business software solutions. $1,114 3.3x

Pending Centerbridge Partners, L.P. IPC Systems, Inc. Trading communication systems for the financial serv ices industry. $1,200 NA

Pending Nordic Capital VIZRT Ltd. Real-time 3D graphics, studio automation, sports analysis, and asset management tools. $318 2.3x

Pending HgCapital Allocate Software plc. Workforce optimization and compliance software application serv ices. $145 2.3x

Pending Apax Partners LLP Exact Holding NV Cloud-based business software solutions for SMBs. $860 3.2x

Pending 3D Systems Corporation Cimatron Ltd. Computer-aided design software products $76 1.6x

Pending GI Partners, LLC Logibec Inc. Clinical and administrative information systemsfor the healthcare industry. $342 5.5x

12/22/14 AMN Healthcare Serv ices Inc. Avantas, LLC Labor management solutions and serv ices to the healthcare industry. $25 NA

12/15/14 Servelec Group plc Corelogic Limited Integrated social care, health, and education case management software. $37 2.4x

12/08/14 Emdeon Inc. Change Healthcare Corporation Healthcare cost transparency and consumer engagement solutions. $185 NA

12/01/14 P2 Energy Solutions Merrick Systems, Inc. IT serv ices, software, and hardware for oil and gas companies. NA NA

11/30/14 SS&C Technologies Holdings, Inc. DST Global Solutions Limited Financial technology solutions to finance and utilit ies organizations. $95 1.4x

11/24/14 Speed Commerce, Inc. Fifth Gear, LLC Order management and warehouse management solutions. $75 1.5x

11/20/14 Insight Venture Partners TriTech Software Systems Inc. Enterprise-wide cloud-based and on-premise public safety solutions. NA NA

11/20/14 Cognizant Technology Solutions TriZetto Corporation IT and serv ice solutions for the healthcare industry. $2,700 NA

10/31/14 Nemetschek AG Bluebeam Software, Inc. PDF solutions for digitizing project communications. $100 4.5x

10/22/14 Cision AB Gorkana Group Limited Media intelligence and insight serv ices. $323 NA

$185 2.4x

DATE

CLOSED ACQUIRER TARGET DESCRIPTION

ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

CONFIDENTIAL

4Q '1

0

1Q '1

1

2Q '1

1

3Q '1

1

4Q '1

1

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

Source: Capital IQ and HW&Co. proprietary information.

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PAGE | 8

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

1.0x

2.7x

6.0x

2.4x

4.5x

3.3x

8.8x

2.8x

6.0x

5.0x 5.0x

3.4x

6.7x

6.1x

3.1x

4.0x

3.3x

52

3435

3839

43

38

42

55

38

4947

4546

59

55

50

Pending salesforce.com, inc. RelateIQ, Inc. Online relationship management platform. $391 NA

Pending Zillow, Inc. Trulia, Inc. Software tools to research homes and neighborhoods. $3,091 14.8x

Pending Sierra Wireless Inc. Wireless Maingate AB M2M communication solutions for connecting assets, devices, or machines. $90 NA

Pending Dealertrack Technologies, Inc. Incadea Plc Enterprise software solutions and serv ices to the automotive retail and wholesale markets. $202 3.7x

Pending EnerNOC, Inc. World Energy Solutions, Inc. SaaS-based energy management solutions. $77 2.0x

12/15/14 KORE Wireless Group Inc. (ABRY) RACO Wireless, LLC M2M wireless data solutions and serv ices. NA NA

12/04/14 SAP America, Inc. Concur Technologies, Inc. Integrated travel and expense management solutions. $7,652 11.5x

11/30/14 Bertelsmann SE & Co. Relias Learning, LLC E-learning serv ices on clinical, recovery, and compliance topics. $540 NA

11/25/14 Aetna Inc. bswift, LLC Online benefits, HR, and payroll administration solutions. $400 NA

11/18/14 Cox Automotive, Inc. Xtime Inc. Hosted Web scheduling and CRM solutions. $325 NA

10/31/14 Omnitracs, LLC XRS Corporation Compliance and fleet management solutions. $178 3.3x

10/16/14 Sage Software, Inc. PAI Group, Inc. Payroll, HR, tax filing, and time and attendance keeping software and serv ices. $158 4.1x

10/01/14 Blackbaud Inc. MicroEdge, LLC Grants management and employee engagement software solutions. $160 4.5x

09/09/14 Dassault Systèmes BV Quintiq Holding B.V. Supply chain planning and optimization software platform. $337 3.3x

08/11/14 PTC Inc. Axeda Corporation Cloud-based serv ice and software for managing connected products and machines. $170 NA

07/24/14 The Priceline Group Inc. OpenTable, Inc. Restaurant reservation mobile solutions. $2,496 12.6x

06/30/14 Insight Venture Partners iParadigms, LLC Cloud-based educational technologies. $752 NA

$331 4.1x

SAAS – M&A MARKET SUMMARY

SAAS M&A VOLUME (GLOBAL)

NOTABLE SAAS M&A TRANSACTIONS

SaaS M&A activity experienced a moderate decline in 4Q 2014 after reaching peak levels in 2Q 2014.

SaaS M&A multiples continue to fall within a broad range, with marquee companies such as Trulia, Concur, and OpenTable registering high double-digit revenue multiples in 2H 2014.

Private equity is driving a substantial portion of SaaS M&A activity.

As the Internet of Things market evolves, machine-2-machine (M2M) technologies are becoming increasingly attractive acquisition targets as evidenced by three 2H 2014 transactions in the sector – Sierra-Wireless Maingate, KORE-RACO, and PTC-Axeda.

CONFIDENTIAL

MEDIAN

DATE

CLOSED ACQUIRER TARGET DESCRIPTION

ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

MEDIAN M&A REVENUE MULTIPLES (REPORTED)

4Q '1

0

1Q '1

1

2Q '1

1

3Q '1

1

4Q '1

1

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

4Q '1

0

1Q '1

1

2Q '1

1

3Q '1

1

4Q '1

1

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

Source: Capital IQ and HW&Co. proprietary information.

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PAGE | 9

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

63

91

7072

76

63

82

73 74

64

7173

64

68

72

77

90

1.0x

1.2x

1.6x

1.3x

1.4x

3.3x

1.6x

0.9x

1.8x

1.1x

0.9x

1.4x

0.7x

3.0x

2.7x 2.7x

2.3x

DATA AND ANALYTICS – M&A MARKET SUMMARY

DATA AND ANALYTICS M&A VOLUME (GLOBAL)

NOTABLE DATA AND ANALYTICS M&A TRANSACTIONS

Data and Analytics M&A activity demonstrated strong momentum throughout 2014, with 4Q reaching its highest quarterly total since 1Q 2011.

In 2014, Data and Analytics transaction multiples heated up as demand continued to strengthen for solutions that enable businesses to optimize their operations and customer experience through data and predictive analytics.

Pending Oracle Corporation Collective Intellect, Inc. Web-based, automated, real-time text mining and analytics software. NA NA

Pending The Carlyle Group Dealogic (Holdings) plc Technology, content, and support for investment banks. $503 3.6x

Pending First Derivatives plc Kx Systems, Inc. Database platform for processing real-time and historical data. $124 9.4x

Pending Open Text Corporation Actuate Corporation Enterprise reporting software for business intelligence, performance manaegment, and reporting.$249 2.3x

Pending Aval Data Corporation Fixstars Corporation Application Development Tools For Big Data Analysis. $177 7.0x

Pending Engility Holdings, Inc. TASC, Inc. Big-data cybersecurity and counterintelligence solutions. $1,100 0.8x

Pending Oracle Corporation DataLogix Holdings, Inc. Purchase-based audiences models targeting to drive online and offline sales. NA NA

12/05/14 Vista Equity Partners TIBCO Software Inc. Data integration and business intelligence software. $4,159 3.9x

11/20/14 Solera Holdings Inc. CAP Automotive Limited Vehicle values and technical data for the automotive sector. $464 10.1x

11/18/14 MedeAnalytics, Inc. ONFocus Healthcare, Inc. Enterprise performance management software and support serv ices. NA NA

11/10/14 HGGC, LLC Survey Sampling International, LLC Sampling, data collection, and data analytic solutions. NA NA

11/03/14 Symphony Technology Group Dodge Data & Analytics LLC Data analytics and intelligence solutions for commercial construction industry. $320 1.9x

11/03/14 Cornerstone OnDemand, Inc. Evolv, Inc. Cloud computing, workforce optimization solutions through big data. $45 NA

10/31/14 Qlik Technologies, Inc. DataMarket ehf. Marketplace for structured data and statistics. $14 NA

09/03/14 Teradata Corporation Think Big Analytics, Inc. Big data and advanced analytics consulting serv ices. NA NA

07/21/14 Vista Equity Partners AGDATA LP Agricultural and animal health data and analytical solutions. NA NA

07/01/14 Acxiom Corporation LiveRamp, Inc. Data onboarding platform. $332 12.9x

$320 3.9x

The 2H of 2014 highlights strong interest in vertically-focused Data and Analytics assets as evidenced by Carlyle’s acquisition of Dealogic (banking), Symphony’s acquisition of Dodge Data (construction), and Vista’s acquisition of AGDATA (agriculture). CONFIDENTIAL

MEDIAN

DATE

CLOSED ACQUIRER TARGET DESCRIPTION

ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

MEDIAN M&A REVENUE MULTIPLES (REPORTED)

4Q '1

0

1Q '1

1

2Q '1

1

3Q '1

1

4Q '1

1

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

4Q '1

0

1Q '1

1

2Q '1

1

3Q '1

1

4Q '1

1

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

Source: Capital IQ and HW&Co. proprietary information.

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PAGE | 10

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

64

60

80

69 69

49

5855

67

38

61

56 5552

48

56

48

1.3x 1.3x

2.3x

3.1x

4.8x 4.8x

1.8x

2.3x

2.8x

0.6x

1.8x

1.3x

4.0x

3.0x

2.5x

2.9x 3.0x

INFRASTRUCTURE SOFTWARE – M&A MARKET SUMMARY

INFRASTRUCTURE SOFTWARE M&A VOLUME (GLOBAL)

NOTABLE INFRASTRUCTURE SOFTWARE M&A TRANSACTIONS

4Q 2014 Infrastructure Software M&A volume was slightly below recent quarterly averages.

The median M&A revenue multiple of 3.0x in 4Q 2014 was in line with high profile take-privates of Riverbed and Compuware.

Pending Thoma Bravo; Ontario Teacher's Riverbed Technologies Application performance infrastructure solutions. $3,866 3.2x

Pending Marlin Equity Partners, LLC CA Technologies (Arcserve Business) Backup and recovery software solutions. NA NA

Pending Gemalto NV SafeNet, Inc. Data protection and software monetization solutions. $890 NA

Pending Digital Turbine, Inc. Appia, Inc. Mobile performance solutions for developers, publishers, and advertisers. $75 2.5x

Pending j2 Global, Inc. Carbonite, Inc. Online backup serv ices to mainstream computer users. $333 2.8x

Pending Belden Inc. Tripwire, Inc. Configuration audit and control management software. $710 NA

Pending Red Hat, Inc. FeedHenry Ltd. Cloud-based mobile application platform for enterprise application development. $82 NA

12/22/14 Atea ASA Axcess A/S Network solutions to Danish enterprises. $53 0.5x

12/18/14 Permira Advisers Ltd. Metalogix Software US, Inc. Management tools for SharePoint, Exchange, and Office 365. NA NA

12/15/14 Thoma Bravo, LLC Compuware Corporation Software solutions and application practices for information technology organizations. $2,091 2.9x

12/02/14 Progress Software Corporation Telerik AD User interface tools and cloud serv ices for the application development lifecycle. $263 4.4x

11/20/14 Micro Focus International plc The Attachmate Group, Inc. Enterprise software solutions to manage and secure complex IT environments. $2,302 2.5x

10/28/14 EMC Corporation Maginatics, Inc. Software-only solutions for enterprise storage applications. NA NA

10/03/14 Anite plc Xceed Technologies, Inc. Wireless network optimization solutions. $35 3.0x

10/01/14 Veritas Capital BeyondTrust Software, Inc. Priv ileged account management and vulnerability management software. $310 NA

08/15/14 VMware, Inc. CloudVolumes, Inc. Application and workload management within the cloud and datacenter. NA NA

05/28/14 Automic Software GmbH ORSYP S.A.S. IT operations management solutions. $95 1.8x

$310 2.8x

Strategic Infrastructure Software consolidators such as EMC, Citrix, Red Hat, and VMware were active throughout 2014.

Private equity investors, specifically, Thoma Bravo, Marlin Equity, and Veritas Capital, continue to demonstrate strong interest in the Infrastructure Software sector.

MEDIAN

DATE

CLOSED ACQUIRER TARGET DESCRIPTION

ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

CONFIDENTIAL

MEDIAN M&A REVENUE MULTIPLES (REPORTED)

4Q '1

0

1Q '1

1

2Q '1

1

3Q '1

1

4Q '1

1

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

4Q '1

0

1Q '1

1

2Q '1

1

3Q '1

1

4Q '1

1

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

Source: Capital IQ and HW&Co. proprietary information.

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PAGE | 11

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

2% 3% 3% 2% 3% 6% 4% 4% 6% 4% 5% 6% 6% 4% 3% 3% 3%

20% 26% 24% 27% 21%

28% 22% 22% 19%

36% 34% 25%

33%

19% 17% 22%

12%

20%

27% 29% 28% 28%

23%

20% 17%

31%

23% 28%

30% 22%

34% 30%

28% 47%

41% 21% 23%

15% 24% 18%

27% 23%

18% 13%

11% 15% 14% 21%

24% 16%

24%

16% 22% 21%

29% 23% 25% 27%

34% 26% 25% 21% 24% 25% 22% 26% 31%

14%

4Q-10 1Q-11 2Q-11 3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14

Seed Series A Series B Series C Series D / or later

Despite lower volume in 4Q 2104, total new capital raised by software companies continued its upward trend and reached its highest level since 2Q 2011 with $9.3 billion of reported capital invested.

PRIVATE PLACEMENT ACTIVITY BY SOFTWARE SECTOR

In 4Q 2014, approximately 47% of all reported private placement capital was deployed in Series B rounds, representing the highest percentage of Series B capital invested in the last 16 quarters.

This increase suggests a number of early stage investments have reached levels requiring new capital for continued growth.

729

654693

641

720 710752 749

960

807

913 929 924 905948 945

804

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

$9,000

$10,000

0

100

200

300

400

500

600

700

800

900

1000

4Q-10 1Q-11 2Q-11 3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14

$ in T

ho

usa

nd

s

Vo

lum

e

Application Software SaaS Data & Analytics Infrastructure Software Total New Capital (Reported)

PRIVATE PLACEMENTS BY SOFTWARE SECTOR AND NEW CAPITAL RAISED

PRIVATE PLACEMENT CAPITAL RAISED BY ROUND (AS PERCENTAGE OF TOTAL REPORTED PRIVATE PLACEMENT CAPITAL)

Source: Capital IQ and PitchBook.

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PAGE | 12

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

SELECT RECENT SOFTWARE PRIVATE PLACEMENTS

ROUND INVESTORS (CURRENT ROUND) DESCRIPTIONCOMPANYDATEROUND

SIZE ($M)SECTOR

TOTAL RAISED

($M)

12/11/2014 Infrastructure

Software

D $51 $89 Zouk Capital, Matrix Partners, Hermes GPE, Eden Ventures,

JAFCO Ventures, DAG Ventures

Prov ides cloud collaboration and content

management solutions for enterprises and gov ernment

agencies internationally.

12/11/2014 Data and

Analytics

B $25 $35 Redpoint Ventures Offers cloud-based, data-powered business

applications.

12/8/2014 Infrastructure

Software

B $36 $49 Khoasla Ventures, Andreessen Horowitz, Fuel Capital, SV Angel Prov ider of an application programming interface for

building distributed systems.

12/2/2014 Data and

Analytics

Late

Stage

$35 $145 Sapphire Ventures, Industry Ventures, Vista Equity Partners, Union

Square Ventures, Foundry Group, Costanoa Venture Capital

Prov ides email intelligence solutions that to maximize

inbox placement and impact, and protect their users

and brands.

11/26/2014 Infrastructure

Software

C $50 $92 Accel Partners, Charles Riv er Ventures, General Catalyst

Partners, Andreessen Horowitz

Prov ider of software that extracts useful information from

stored data sets.

11/24/2014 SaaS Late

Stage

$28 $142 Sunpower Corporation Prov ider of cloud-based energy serv ices management

solutions.

11/23/2014 Data

Analytics

C $104 $104 Access BridgeGap Ventures, Horizons Ventures, Tata

Communications

Dev elops a data-analysis technology to distribute

artificial intelligence software platform to graphics and

computer processors worldwide.

11/19/2014 Application

Software

B $15 $45 Heritage Group, Foundation Medical Partners, North Bridge

Growth Equity, GE Ventures

Prov ider of clinical integration and data management

solutions to the healthcare industry.

11/12/2014 Infrastructure

Software

Late

Stage

$25 $75 Centerv iew Capital, Adv anced Technology Ventures, Trident

Capital, Inc., StarVest Partners, Next World Capital

Prov ides cloud-based financial applications for

planning, consolidation, reporting, and analytics in

v arious industries worldwide.

11/10/2014 Application

Software

Late

Stage

$57 $71 Spectrum Equity Inv estors, Accel Partners Prov ides a cloud-based presentation tool for

v isualization and storytelling.

11/6/2014 Application

Software

Late

Stage

$19 $26 LLR Partners Prov ides project and life cycle management software

tools.

10/16/2014 Application

Software

Late

Stage

$24 $38 Priv ate Inv estor Prov ides a unified digital banking solution for retail and

business users.

Note: Total raised represents the total reported amount raised to date.

Source: Capital IQ and PitchBook.

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PAGE | 13

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

PUBLIC SOFTWARE VALUATION MULTIPLES BY SECTOR

EBITDA MULTIPLE ANALYSIS 4Q 2013 VS. 4Q 2014

2.4x

3.7x4.0x

10.7x

6.0x

3.3x

7.7x

2.1x

5.9x

4.3x

5.7x

10.7x

8.9x

3.9x

2.8x

5.3x

4.1x

3.1x 3.2x

4.3x

8.4x

6.8x

3.5x

4.5x

1.4x

4.8x

3.7x4.0x

8.3x

6.2x

3.6x

2.9x

6.4x

4Q '13 4Q '14

8.9x

22.5x

13.9x

73.9x

36.1x

15.4x

23.4x

17.6x 17.6x22.7x 20.1x

73.9x77.5x

20.8x

10.4x11.0x

17.7x

9.6x

24.9x

14.5x

66.5x

27.3x

15.7x

23.4x

12.4x

17.3x

24.8x

15.2x

75.5x

61.5x

18.5x

13.6x

8.2x

16.9x

4Q '13 4Q '14

REVENUE MULTIPLE ANALYSIS 4Q 2013 VS. 4Q 2014STOCK PERFORMANCE (1- & 3-YEAR)

Bellwethers

Energy

Financial

HCIT

Public Sector

Communication

Enterprise

HCM

Marketing

PLM and Design

SCE

Large-Cap SaaS

Small-Cap SaaS

Data and

Analytics

IT Security

Network

Management

Data Storage

Note: Large-Cap SaaS companies have market capitalizations greater than $2.0bn, while Small-Cap SaaS companies have market capitalizations less than $2.0bn.

Source: Capital IQ.

18.3%

0.1%

8.5%

(4.3%)

7.5%

3.6%

(16.2%)

(32.8%)

2.3%

(6.9%)

7.2%

(1.9%)

(11.7%)

5.5%

9.5%

5.8%

13.5%

53.8%

(9.6%)

50.7%

93.0%

133.8%

61.7%

101.8%

(8.0%)

68.3%

65.0%

56.2%

151.5%

93.0%

45.6%

27.0%

41.3%

1 Yr Stock Performance 3 Yr Stock Performance

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PAGE | 14

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

`

22% 79% 24% 76% ─ ─

26% 92% 41% 71% ─ ─

21% 84% 15% 3% 7% ─

15% 88% 7% ─ 6% ─

23% 92% 16% 12% ─ ─

9% 50% 10% 43% 2% 63%

11% 45% 16% 10% ─ 57%

7% 20% 6% 63% 9% ─

9% 93% 8% 96% 7% 59%

13% 73% 14% ─ 14% 24%

16% 77% 20% 42% ─ 21%

11% 95% 27% ─ 6% ─

7% 38% 10% 41% 4% 75%

14% 83% 9% 13% 0% ─

4% 66% 4% 44% 18% 81%

7% 89% 4% ─ 10% ─

11% 34% 18% 27% ─ ─

KEY METRICS BY SECTOR – PUBLIC SOFTWARE COMPANIES

8.3x

8.4x

6.8x

6.4x

6.2x

4.8x

4.5x

4.1x

4.0x

3.7x

3.7x

3.6x

3.5x

3.2x

3.1x

2.9x

1.4x

Large-Cap SaaS

HCM

Marketing

IT Security

Small-Cap SaaS

Financial

SCE

Enterprise

Public Sector

Network Mgmt

HCIT

Data and Analytics

PLM and Design

Communication

Software Bellwethers

Data Storage

Energy

MEDIAN EV / LTM REVENUE MULTIPLEMEDIAN NTM

REVENUE GROWTHMEDIAN NTM

EBITDA GROWTHMEDIAN LTM

EBITDA MARGINCORRELATION WITH

EV/R MULTIPLECORRELATION WITH

EV/R MULTIPLECORRELATION WITH

EV/R MULTIPLE

Note: Large-Cap SaaS companies have market capitalizations greater than $2.0bn, while Small-Cap SaaS companies have market capitalizations less than $2.0bn.

NTM revenue and EBITDA consensus estimates are as of December 31, 2014.

Source: Capital IQ.

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PAGE | 15

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

11

9

18

5

8

12

9

7

9

6

16

13 13

11

18

7

11

4Q-10 1Q-11 2Q-11 3Q-11 4Q-11 1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14

$0 - 50M $50 - 100M $100 - 250M $250M +

SUMMARY OF TECHNOLOGY IPOS

2014 was a solid year for U.S. based technology IPOs, despite a slowdown in the second half of the year.

In total, 47 tech companies went public on U.S. exchanges in 2014.

In 2014, over 40% of technology IPOs garnered valuations greater than $1 billion at trade date.

43% of technology IPOs experienced LTM revenue growth greater than 75% pre-IPO.

MARKET CAP AT IPO REVENUE GROWTH (1YR PRIOR TO IPO)OFFERING SIZE AT IPO

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE)

20%

36%

43%

< 25% 25 - 75% > 75%

9%

30%

19%

43%

$0-50M $50-500M $500M-$1B $1B+

13%

30%

45%

13%

$0 - 50M $50 - 100M $100 - 250M $250M +

Note: Analysis includes all technology IPOs on U.S. exchanges. Pie Charts are calculated based on 2014 IPOs.

Source: Capital IQ.

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PAGE | 16

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

3/13/14 3/20/14 4/3/14 5/14/14 6/11/14 6/25/14 7/17/14 7/18/14 7/31/14 10/8/14 11/5/14 12/11/14 12/11/14 12/11/14 12/11/14

$16.0 $13.0 $19.0 $9.0 $9.0 $15.0 $10.0 $7.0 $25.0 $25.0 $12.0 $16.0 $23.0 $8.0 $14.0

$177.6 $96.1 $115.9 $100.0 $100.0 $77.5 $58.5 $71.9 $889.7 $125.0 $46.2 $100.0 $115.0 $53.1 $100.8

(26.9%) (21.4%) (25.1%) 170.8% 10.7% (13.3%) 56.2% 222.1% 62.2% 34.4% (20.3%) 68.8% 51.5% 12.6% (4.3%)

Circle Size Denotes Revenue ($)

% R

eve

nu

e G

row

th1

33.9%

20.1%

4.5%

93.5%

(16.0%)

(44.7%)

(27.6%)

21.5%

75.3%

94.8%

11.9%

(29.4%)

(9.4%)(12.8%)

(26.3%)

Sto

ck

Pe

rfo

rma

nc

e2

KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS

TRADE DATE

OFFER PRICE

212.3%

21.1%

64.2%

117.7%

164.0%

41.2% 24.7%

151.0%

200.7%

101.7%

164.6%

302.3%

186.5% 175.8%

100.5%

(50.0%)

0.0%

50.0%

100.0%

150.0%

200.0%

250.0%

300.0%

350.0%

OFFERING SIZE ($M)

OFFER TO CURRENT

(26.9%) (21.4%) (25.1%)

170.8%

10.7%

(13.3%)

56.2%

222.1%

62.2%

34.4%

(20.3%)

68.8%

51.5%

12.6%

(4.3%)

(250.0%)

(200.0%)

(150.0%)

(100.0%)

(50.0%)

0.0%

50.0%

100.0%

150.0%

200.0%

250.0%

(26.9%) (21.4%) (25.1%)

170.8%

10.7%

(13.3%)

56.2%

222.1%

62.2%

34.4%

(20.3%)

68.8% 51.5%

12.6%

(4.3%)

(1) Revenue growth based on LTM prior to IPO Date. Offering size and revenue at IPO are shown in millions.

(2) Represents the percentage change in stock price from IPO date to December 31, 2014. Source: Capital IQ.

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PAGE | 17

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

3.0%

4.2%

4.9%

7.3%

11.0%

11.7%

11.9%

22.2%

24.0%

Building Materials

Retail

Entertainment & Leisure

Chemicals

Healthcare

Technology

Manufacturing & Machinery

Services & Leasing

Other

1.3%

1.7%

2.6%

3.4%

10.0%

13.2%

16.8%

23.5%

27.6%

Corporate Purpose

Exit Financing

Recap / IPO

Other

Merger

Acquisition

Recap / Dividend

Refinancing

LBO

LBO LOAN VOLUME BY INDUSTRY 2 SPONSORED LOAN VOLUME BY PURPOSE 2

MIDDLE MARKET DEBT / LBO MARKET OVERVIEW

Debt markets continued to strengthen during 2014, with lenders actively seeking high quality software credits.

Despite a recent slowdown in LBO loan activity, average leverage multiples continued their upward trajectory, reaching their highest level since 2007.

MIDDLE MARKET LBO LOAN MULTIPLES 1 MIDDLE MARKET LOAN VOLUME 1

3Q 2014 YTD Volume: $70.6 Billion 3Q 2014 YTD Volume: $255.7 Billion

$66B

$54B

$72B

$141B

$120B

$53B

$62B

$115B

$88B

$126B

$137B

$189B

$164B

$125B$127B

$169B

$153B

$132B

2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14

Institutional Pro Rata

4.9x4.8x

4.1x4.0x

3.4x

3.8x 3.8x

4.3x

4.7x 4.7x

5.6x

4.5x

3.3x

4.2x 4.3x

4.5x

4.8x 4.9x

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 YTD3Q14

FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA

In 2014, technology companies were the fourth largest recipients of LBO loans, signifying strong appetite for new platform investments.

In 2014, more than 50% of sponsored loans were dedicated to LBOs and refinancings.

(1) PNC Capital Markets.

(2) S&P LCD stats.

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PAGE | 18

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

SOFTWARE SECTOR PUBLIC COMPANY UNIVERSESA

AS

HO

RIZ

ON

TAL

INFR

A

SO

FTW

AR

EV

ER

TIC

AL

Software Bellwethers Microsoft Google Oracle Intel IBM Cisco SAP HP EMC

Communication Software Nuance NICE Synchronoss NeuStar BroadSoft MobileIron Tangoe

Enterprise Software Oracle IBM SAP Adobe Intuit Sage Group Open Text IFS TOTVS

Human Capital Management (HCM) Workday Ultimate SW Cornerstone Paylocity Paycom ClickSoftware Halogen

Marketing Software Salesforce Marketo CTCT HubSpot Callidus Bazaarv oice

PLM and Design Software Dassault Autodesk Ansys Synopsys Cadence PTC Mentor Graphics

Supply Chain Execution (SCE) Manhattan Aspen Tech Fleetmatics Descartes SPS SciQuest Amber Road American E2open Speed Commerce

Energy Software Av ev a OPOWER Silv er Spring EnerNOC PSI

Financial Software Jack Henry SS&C Oracle Financial Solera DH Corp. Ev estnet Adv ent Bottomline

Healthcare IT (HCIT) Cerner athenahealth Veev a Medidata Allscripts HMS MedAssets Quality Systems CPSI Impriv ata

Public Sector Software Constellation Tyler Tech Blackbaud NIC K12

Large-Cap SaaS (≥ $2Bn Mkt Cap) Salesforce Workday NetSuite athenahealth Ultimate SW Veev a Guidewire Dealertrack Medidata Cornerstone

Small-Cap SaaS (≤ $2Bn Mkt Cap) Demandware Cornerstone Proofpoint Zendesk RealPage Fleetmatics Paycom Qualys LogMeIn Marketo

Small-Cap SaaS (cont'd) Cv ent Castlight HubSpot SPS RingCentral Callidus OPOWER Q2 Benefitfocus Bazaarv oice

Small-Cap SaaS (cont'd) inContact SciQuest Amber Road E2open Fiv e9 Upland

Data and Analytics Splunk Teradata Tableau Informatica Verint Qlik Fair Isaac MicroStrategy Pegasystems PROS Holdings

Network Management Vmware CA Red Hat Citrix F5 Networks SolarWinds NetScout Progress Radware Infoblox

Data Storage EMC NetApp Iron Mountain Brocade CommVault Nimble Storage Barracuda Carbonite

IT Security Symantec VeriSign Fortinet FireEye Trend Micro Proofpoint Imperv a Qualys AVG Tech Checkpoint

AP

PLI

CA

TIO

N S

OFT

WA

RE

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PAGE | 19

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

SAMPLE HW&CO. TMT TRANSACTIONS

has received a majority investment from

MARKETING

ANALYTICS

Sampling, data

collection, and

data analytic

solutions

has been acquired by

ENTERPRISE

SOFTWARE

SaaS-based giving

and employee

engagement

solutions

has become a wholly owned subsidiary of

ENERGY

TECHNOLOGY

Solar inverters

supported by

leading software

has been acquired by

HEALTHCARE

TECHNOLOGY

Cloud-based

revenue-cycle

management

solutions

has been acquired by

FINANCIAL

TECHNOLOGY

Specialized payroll

solutions for the

entertainment

industry

has been acquired by

INFRASTRUCTURE

SOFTWARE

Data center

software solutions

for IT automation

has been acquired by

EDUCATION

TECHNOLOGY

SaaS-based

healthcare

compliance

training

has been acquired by

HEALTHCARE

ANALYTICS

Patient

engagement and

analytics solutions

has been acquired by

ENTERPRISE

SOFTWARE

ERP and e-

commerce

software

has been acquired by

ECOMMERCE

RETAIL

Discount

eCommerce

retailer of clothing

and apparel

has been acquired by

HEALTHCARE

TECHNOLOGY

Cloud-based

clinical guidelines

software solutions

has received a significant equity investment from

ENTERPRISE

SOFTWARE

SaaS-based

parking

management

software solutions

has received a significant equity investment from

MOBILE

INTERNET

Mobile monetization

solutions for

emerging markets

has been acquired by

FINANCIAL

TECHNOLOGY

Transaction

processing and

payment software

solutions

has been acquired by

EDUCATION

TECHNOLOGY

SaaS-based

training solutions

for senior care

employees

has been recapitalized by

SUPPLY CHAIN

SOFTWARE

SCM software for

the food and

beverage

industries

has been acquired by

HEALTHCARE

TECHNOLOGY

Medical claims

processing

software solutions

has merged with

SUPPLY CHAIN

SOFTWARE

Cloud-based

supply chain

management

solutions

has been acquired by

HEALTHCARE

TECHNOLOGY

SaaS-based

software for the

post-acute care

industry

has been acquired by

INFRASTRUCTURE

SOFTWARE

ITOM, business

intelligence, and

security software

solutions

has been acquired by

HEALTHCARE

TECHNOLOGY

Regulatory process

management

solutions for life

sciences industry

has been acquired by

HEALTHCARE

TECHNOLOGY

Cloud-based

Medical data

archiving and

storage solutions

has been acquired by

FINANCIAL

TECHNOLOGY

Property tax

collection,

valuation and

ancillary solutions

has received a significant equity investment from

ENTERPRISE

SOFTWARE

ERP and e-

commerce

software

has received a significant equity investment from

HEALTHCARE

TECHNOLOGY

Medical claims

processing

software solutions

has received a minority investment from

has been acquired by

HEALTHCARE

TECHNOLOGY

Clinical and

administrative HCIT

systems

ENERGY

TECHNOLOGY

SaaS-based

energy service

management

solutions

Please contact us regarding our experience in any TMT sector.

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Aerospace, Defense & Government

Services

Building Products & Materials

Business Services

Consumer Industrials Energy & Power

Healthcare & Lifesciences

Specialty Distribution

Technology, Media & Telecom

Transportation & Logistics

PAGE |

Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities. Our clients benefit form our deep-sector experience,integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information,visit our website at www.harriswilliams.com/industries

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

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Minneapolis222 South 9th StreetSuite 3350Minneapolis, Minnesota 55402Phone: +1 (612) 359-2700Fax: +1 (612) 359-2701

Philadelphia1600 Market Street21st FloorPhiladelphia, Pennsylvania 19103Phone: +1 (267) 675-5900Fax: +1 (267) 675-5901

Richmond (U.S. Headquarters)1001 Haxall Point9th FloorRichmond, Virginia 23219Phone: +1 (804) 648-0072Fax: +1 (804) 648-0073

San Francisco575 Market Street31st FloorSan Francisco, California 94105, USAPhone: +1 (415) 288-4260Fax: +1 (415) 288-4269

FrankfurtBockenheimer Landstrasse 33-3560325 FrankfurtGermanyPhone: +49 069 3650638 00Fax: +49 069 3650638 01

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NETWORK OFFICES

Beijing

Hong Kong

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

Technology, Media & Telecom

HARRIS WILLIAMS & CO. INDUSTRY GROUPS

20

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PAGE | 21

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 4Q 2014

Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industryknowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory,board advisory, private placements, and capital markets advisory services.

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

THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIALINSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANYFINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUTTHE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS.

The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is defined by applicable lawand regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financialinstruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes norepresentation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to,have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment bankingservices for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities,options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and aresubject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisionsusing their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is notnecessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior writtenconsent.

Copyright© 2015 Harris Williams & Co., all rights reserved.

HARRIS WILLIAMS & CO.

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PNC Capital Markets.

S&P LCD stats.

PitchBook.

HW&Co. proprietary transaction information.

SOURCES

DISCLOSURES