QUARTERLY SOFTWARE SECTOR REVIEW 2Q 2015

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 │ 2Q 2015


PAGE |

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 2Q 2015

CONTENTS

DEAL SPOTLIGHT

WHAT WE’RE READING

M&A TRANSACTIONS – 2Q 2015

SOFTWARE M&A ACTIVITY

SOFTWARE SECTOR OVERVIEWS

SOFTWARE PRIVATE PLACEMENTS OVERVIEW

SOFTWARE PUBLIC COMPARABLES OVERVIEW

TECHNOLOGY IPO OVERVIEW

DEBT MARKET OVERVIEW

APPENDIX: PUBLIC COMPARABLES DETAIL

TMT CONTACTS

UNITED STATESJeff BistrongManaging [email protected]

Sam HendlerManaging [email protected]

Mike WilkinsManaging [email protected]

EUROPEThierry MonjauzeManaging [email protected]

TO SUBSCRIBE PLEASE [email protected]

HARRIS WILLIAMS & CO. OVERVIEW

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

SOFTWARE / SAAS

Enterprise Software

Data and Analytics

Infrastructure Software

IT and Tech-Enabled Services

Telecom and Data Center Solutions

INTERNET & DIGITAL MEDIA

AdTech and Marketing Solutions

Consumer Internet

Digital Media, Content, and Gaming

eCommerce

Mobile

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

SELECT 2014 & 2015 HW&CO. TMT TRANSACTIONS

STRATEGIC RELATIONSHIPS

HW&Co. OFFICE

Education Technology

Energy Technology

Financial Technology

Healthcare IT

Public Sector

Supply Chain / Logistics

TMT VERTICAL FOCUS AREAS

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

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

Strategic relationships in India and China

10 industry groups

KEY FACTS

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 by has been acquired byhas acquired a

majority interest inhas been acquired by has been acquired by

1

has been acquired by has been acquired by

1

http://www.harriswilliams.com/

mailto:[email protected]






PAGE |



DEAL SPOTLIGHT – DMEAUTOMOTIVE

Deep expertise with large, disparate data sets, leveraging proprietary data analyticsand customer segmentation modeling.

Broad market reach and expansive relationships within the retail automotive sector,including over 6,500 franchised dealer and aftermarket client locations.

DMEautomotive was founded in 1982 and is based in Daytona Beach, FL.

ABOUT DMEAUTOMOTIVE

Solera's acquisition of DME is one of a series of recent strategic investments to enhanceits Service, Maintenance, and Repair ("SMR") capabilities (e.g., Identifix, AutoPoint, andService Dynamics).

DME supports Solera’s strategy of fortifying its digital transformation and capturingvaluable customer content for its risk and asset management platform.

With DME, Solera’s extensive SMR database will expand to include nearly 100 millionunique owner-vehicle relationships and three billion automotive transactional detailrecords representing 62% of U.S. households.

HW&Co. advised DMEautomotive (“DME”), a leading provider of data-driven customer retentionmarketing solutions for the retail automotive industry, on its sale to Solera Holdings (NYSE: SLH).

has been acquired by

June 2, 2015

2


PAGE | 3



CISCO: OVERCROWDED SECURITY MARKET NEEDS MORE M&A | JULY 14, 2015

Cisco reports that the average large enterprise currently uses more than 54 separate IT security vendors, with some enterprises using as many as 100 different vendors. These patterns suggest that corporate buyers of IT security solutions will increasingly demand more holistic, integrated IT security solutions in an effort to condense their number of IT security vendors. This growing preference for more comprehensive security solutions over niche point solutions is expected to drive further industry consolidation. As evidence of this trend, many big tech and non-traditional security companies, such as defense companies like Raytheon, are making significant investments in the sector compared to the pure-play IT security vendors, such as Check Point, Symantec, Palo Alto Networks, and Fortinet, which have largely remained on the sidelines.

Investor’s Business Daily

MORE COMPANIES WILLING TO SPEND BIG BUCKS ON BIG DATA TECHNOLOGY| JULY 6, 2015

Today, it is standard for companies to amass large amounts of data in the hope that they can analyze and use it to make better business decisions. The process of analyzing data doesn’t come cheap, however, and companies of all sizes need to invest in software that does the grunt work of crunching numbers. Thus, the market for big data software is expected to grow 50% by 2019. Data management software currently accounts for over 40% of the total big data technology spend in the United States, with $15.9 billion so far in 2015.

Fortune

WHAT WE’RE READING

3

MARKETING TECH STAYS HOT: $6.8B IN DEALS IN THE PAST 2 MONTHS| JUNE 2, 2015

Investors continue to fuel the marketing tech fire, with 25 acquisitions and 63 investments totaling $6.8 billion in April and May alone. The true totals are likely much higher, as this amount does not include undisclosed acquisitions, angel investors, or friends-and-family fundraising. Driving this investment is a proliferation of data, caused by a massive and long-term shift in both consumer and business buying patterns. Marketers are most impacted by this proliferation, as they are tasked with sifting through the data in order to derive actionable insights.

VentureBeat

TECH, TELECOM M&A SO FAR THIS YEAR AT HIGHEST LEVEL SINCE 2000| MAY 29, 2015

Technology and telecom firms are bulking up at the fastest rate in more than a decade, driven by a continuing explosion of Internet data usage that is hitting everything from handheld gadgets to massive data centers—and the straining networks that connect them. To be sure, data isn’t the only driver of heightened M&A activity in the sector. Cheap cash from low interest rates is driving investment activity in a diverse set of industries as companies seek to increase scale while the market is hot. Technology and Telecom M&A activity, however, continues to outpace broader dealmaking, which by itself is already on pace to eclipse peak 2007-levels.

The Wall Street Journal

ENTERPRISE SOFTWARE’S TRILLION-DOLLAR OPPORTUNITY | JUNE 21, 2015

As the world economy continues to become more digital in nature, large corporations are being forced to disperse with legacy cultures, business processes and technology that leave them vulnerable to technological disruption. For this reason, corporations are spending $330 billion annually on enterprise software which is expected to grow to over a trillion dollars as all sectors continue to go digital. With a greater number of products becoming information-based, there are significant opportunities for billion dollar technology companies to grow into the space. Ultimately, the competitive use of technology will determine the winners and losers in every legacy sector.

TechCrunch

http://news.investors.com/technology/071415-761522-cisco-eyes-security-acquisitions-in-crowded-market.htm

http://fortune.com/2015/07/06/companies-willing-spend-big-data-technology/?xid=nl_termsheet

http://venturebeat.com/2015/06/02/marketing-tech-stays-hot-6-8b-in-deals-in-the-past-2-months/

http://blogs.wsj.com/digits/2015/05/29/tech-telecom-ma-so-far-this-year-at-highest-level-since-2000/

http://techcrunch.com/2015/06/21/enterprise-softwares-trillion-dollar-opportunity/

PAGE | 4



SELECT M&A TRANSACTIONS – 2Q 2015

IBM’s acquisition of Phytel

Phytel is a leading provider of integrated SaaS-based population health management software.

IBM will integrate Phytel and another recent acquisition, Explorys, to build a new business unit, Watson Health, focused on IBM’s Watson supercomputer.

Through the acquisitions of Phytel and Explorys, IBM has aggressively formalized its strategy within the healthcare market and extended the scope of IBM Watson’s capabilities.

Closed 5/4/15

Ent. Value: NA

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

GI Partners’ acquisition of MRI Software

MRI Software is a leading global provider of real estate property and investment management software solutions.

GI will assist MRI in executing its strategic growth plan by driving innovation of MRI’s flagship property management and accounting solution, aiding expansion into new markets, and building relationships with a fast growing partner network.

GI was drawn to MRI's unique market position in the real estate industry, an end market that GI has significant experience in with past investments in Waypoint Homes and Ladder Capital.

Ent. Value: NA

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

Closed 6/24/15

Cox Automotive’s pending acquisition of Dealertrack Technologies

Dealertrack Technologies provides SaaS-based solutions for the automotive retail industry in the U.S. and Canada.

The acquisition of Dealertrack will expand Cox Automotive’s collection of businesses, which is currently focused on the used-car market, into the new-car market.

The combination will also provide dealers, consumers, and manufacturers with a more comprehensive platform that will make buying and selling cars easier.

Ent. Value: $4.5B

Revenue: $948.4M

EV / Revenue: 4.7x

EV / EBITDA: 36.1x

Announced 6/15/15

MasterCard’s acquisition of Applied Predictive Technologies

Applied Predictive Technologies provides cloud-based predictive analytics software solutions.

The acquisition will enhance MasterCard's merchant offerings, and will complement the recent purchase of London-based 5One, another retail analytics technology firm.

Applied Predictive Technologies’ team, technology, and flagship Test & Learn platform, are highly compatible with MasterCard’s analytics solutions, providing customers with enhanced and more actionable decision-making capabilities.

Ent. Value: $600M

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

Closed 5/31/15

CA Technologies’ acquisition of Rally Software Development

Rally Software provides cloud-based Agile development software and services.

Rally’s highly complementary solutions will expand CA’s strengths in the areas of DevOps and Management Cloud.

The acquisition is consistent with CA’s strategy of enabling its customers to thrive in the application economy, where software applications are pervasive and Agile software and services is increasingly important for custom development.

Closed 7/8/15

Ent. Value: $432.4

Revenue: $92.5M

EV / Revenue: 4.7x

EV / EBITDA: NM

Francisco Partners’ take-private acquisition of ClickSoftware

ClickSoftware is the leading provider of SaaS-based mobile workforce management solutions for the field service industry.

Francisco Partners will assist ClickSoftware in further enhancing its cloud solutions, growing its customer pipeline, and advancing its strategic goals.

The Francisco Partner's transaction represents yet another take-private acquisition by a private equity firm in the software sector.

Ent. Value: $376M

Revenue: $125M

EV / Revenue: 3.0x

EV / EBITDA: NM

Closed 7/13/15

PAGE | 5



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

The 10 most active strategic software consolidators combined for 28 acquisitions in 1H 2015.

Microsoft was the most active software acquirer in 1H 2015 with 8 acquisitions, including LiveLoop, Datazen, and 6 Wunderkinder, that complement Microsoft’s mobile-and cloud- based application ecosystem.

Google, Cisco, and IBM were also active in 1H 2015, completing a combined 15 acquisitions. Notable deals include Google’s acquisition of Pulse.io, IBM’s acquisitions of Phytel & Explorys, and Cisco’s acquisition of OpenDNS.

Global strategic software M&A registered 453 transactions in 2Q, a 14% increase over the prior quarter and the highest volume quarter in the last four years.

With stock prices at or near all-time highs and cash reserves largely untapped and expanding, Big Tech is increasingly turning to M&A as a primary growth vehicle, fueling the historic pace of strategic dealmaking seen in Q2.

387 381 375352

379 362413

352 352 332 327 323369

340306

396

453

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 1Q '15 2Q '15

5 58

51

9 7 7 84

712

10

8

5

53

7 5

5

5

10 8

9

5

79

52 8

28 6 9

4

10

54

14

3

6

4 1

5

81

21

1H 2015

2014

2013

2012

2011

5

PAGE | 6



SOFTWARE ACQUISITION ACTIVITY – PRIVATE EQUITY

MOST ACTIVE PRIVATE EQUITY BUYERS OF NEW SOFTWARE PLATFORMS BY VOLUME 1, 2

GLOBAL NEW PLATFORM PRIVATE EQUITY SOFTWARE M&A ACTIVITY BY VOLUME 2

Francisco Partners, Vista Equity, and Marlin Equity were the most active private equity acquirers of new software platforms in 1H 2015, with a combined 13 acquisitions.

Collectively, the top 10 most active private equity software acquirers have completed 22 acquisitions in 1H 2015, including 5 take-private transactions. Notable take-private transactions include: E2open / Insight Venture Partners, ClickSoftware Technologies / Francisco Partners, and Riverbed Technologies / Thoma Bravo.

After a flat 1Q 2015, global private equity software investment activity increased 18% in 2Q, reaching its highest quarterly level in over three years.

Private equity investment in the software sector has broadly been driven by attractive debt market conditions, large amounts of dry powder, and increased liquidity in private markets as a result of improving investor confidence.

43

64

36

4549

42 4541

38

48 45 44

32

4944 44

52

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 1Q '15 2Q '15

2 2 1 2 2 3 31

96

3 2

1

23

2 12

7

3

42

5

6

31

1 3

9

5

45 5

2

35

33

4

2

5

2 2 14

2

1H 2015

2014

2013

2012

2011

6

PAGE | 7



Pending Stamps.com Inc. PSI Systems, Inc. Software that allow users to print postage and shipping labels. $215 3.6x

07/08/15 SS&C Technologies Holdings, Inc. Advent Software, Inc. Software for investment management organizations. $2,550 6.4x

06/24/15 GI Partners, LLC MRI Software LLC Real estate enterprise software applications for the property management industry. NA NA

06/05/15 On Assignment Inc. Creative Circle, LLC Digital/creative staffing solutions to the marketing and advertising industries. $600 2.7x

05/21/15 Lexmark International Kofax Limited Capture and business process management software and related serv ices. $955 3.2x

05/20/15 HgCapital The Foundry Visionmongers Ltd. Software for the design, film, telev ision, shortform, and games industries. $310 NA

04/01/15 Visa Inc. TrialPay, Inc. Cross-platform monetization and stabilization solutions. NA NA

03/19/15 Vista Equity Partners Advanced Computer Software Group Healthcare and business software solutions. $1,114 3.3x

03/19/15 Nordic Capital Vizrt Ltd. Real-time 3D graphics, studio automation, sports analysis, and asset management tools. $318 2.3x

03/15/15 LDC; Scottish Equity Partners SSP Holdings Limited Software solutions for insurance and financial serv ices industries. $305 NA

02/27/15 Apax Partners LLP Exact Holding NV Business management software solutions for SMBs. $722 3.4x

02/23/15 Thoma Bravo, LLC PowerPlan, Inc. Asset-centric accounting, tax, budgeting, and analytics software. NA NA

02/09/15 3D Systems Corporation Cimatron Ltd. Computer-aided design software solutions. $76 1.6x

02/09/15 Roper Technologies, Inc. SoftWriters, Inc. Pharmacy management solutions for institutional pharmacy providers. $220 10.2x

01/31/15 TA Associates Management Access Technology Group Ltd. Business and accounting software for the middle market. $325 2.8x

01/31/15 HgCapital Allocate Software plc. Workforce optimization and compliance software application serv ices. $145 2.3x

01/16/15 GI Partners, LLC Logibec Inc. Clinical and administrative information systems for the healthcare industry. $342 5.5x

$322 3.3x

CONFIDENTIAL

CONFIDENTIAL

CONFIDENTIAL

DATE

CLOSED ACQUIRER TARGET DESCRIPTION

ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

APPLICATION SOFTWARE – M&A MARKET SUMMARY

APPLICATION SOFTWARE M&A VOLUME (GLOBAL)

NOTABLE APPLICATION SOFTWARE M&A TRANSACTIONS

In 2Q 2105, Application Software M&A activity increased 18% over the prior quarter, representing the most active quarter in four years.

Median reported Application Software M&A revenue multiples rebounded in 2Q as large strategics demonstrated a willingness to stretch on valuation for sector leaders.

Business Management software vendors continue to be among the most sought after assets as companies are facing increasing pressure to improve operational agility and performance.

Some of the more notable Business Management transactions include SS&C’s acquisition of Advent, Lexmark’s acquisition of Kofax, and Vista’s acquisition of ACS.

MEDIAN M&A REVENUE MULTIPLES (REPORTED)

2.0x

1.9x 1.9x

1.2x

2.1x

2.4x

1.3x

1.4x 1.5x

1.6x

2.5x

2.8x

2.1x

2.4x

2.3x

1.4x

2.5x

271

285

269

255

288

266

298

244 246 252 251

227

281 270

286 274

323

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

1Q '1

5

2Q '1

5

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

1Q '1

5

2Q '1

5

MEDIAN

7

PAGE | 8



Pending Vista Equity Partners Pearson SIS (d.b.a. PowerSchool) Web-based student information systems for the education market. $350 NA

Pending Insight Venture Partners Fourth Ltd. Cloud-based software management solutions to the hospitality industry. $315 8.5x

07/13/15 Francisco Partners Management ClickSoftware Technologies Ltd. SaaS-based energy management solutions. $376 3.0x

06/09/15 NetSuite Inc. Bronto Software, Inc. Cloud-based marketing platform for commerce-driven organizations. $200 NA

05/11/15 Extend Health, Inc. Acclaris, Inc. SaaS technology and serv ices supporting account-based healthcare plans. $140 NA

05/08/15 Visma AS e-conomic international a/s Cloud-based accounting software for small and medium-sized businesses. $226 NA

05/04/15 IBM Corporation Phytel, Inc. Population health management and improvement solutions for healthcare organizations. NA NA

04/13/15 IBM Corporation Explorys, Inc. Cloud-computing platform for health system performance management. NA NA

03/30/15 Vector Capital Saba Software, Inc. SaaS intelligent talent management solution for organizations. $270 NA

03/25/15 Insight Venture Partners E2open, Inc. Cloud-based supply chain management and optimization solutions. $250 3.2x

03/11/15 Kennet Partners Limited Impartner SaaS CRM solutions for marketers and partner program managers. NA NA

03/02/15 Deltek, Inc. HRsmart, Inc. SaaS human resources and talent management software solutions. NA NA

02/16/15 Infosys Ltd. Panaya Ltd. SaaS quality management solutions for enterprise applications. $200 NA

02/10/15 Coupa Software Incorporated ZenPurchase, Inc. On-demand collaborative B2B purchasing platform for large organizations. NA NA

01/27/15 Bridgepoint Advisers Limited eFront S.A. Web-based software solutions for the financial industry. $341 4.1x

01/09/15 Dealertrack Technologies, Inc. Incadea Plc Enterprise software solutions to the automotive retail and wholesale markets. $202 3.7x

01/05/15 AVEVA Group plc 8over8 Limited SaaS lifecycle contract management software solutions. $41 NA

01/02/15 EnerNOC, Inc. World Energy Solutions, Inc. SaaS-based energy management solutions. $77 2.0x

$226 3.5x

6.0x

2.4x

4.5x

3.3x

8.8x

2.8x

6.0x

5.0x 5.0x

3.4x

7.4x

6.1x

3.4x

3.8x

3.3x

4.7x 4.7x35

38 39

43

38

42

55

38

49 47

45 46

60

54 52

63

70

SAAS – M&A MARKET SUMMARY

SAAS M&A VOLUME (GLOBAL)

NOTABLE SAAS M&A TRANSACTIONS

SaaS M&A activity continued its upward trajectory in 2Q 2015, with an 11% increase over the prior quarter’s record results.

In 2Q 2015, median reported M&A revenue multiples remained near 5.0x as SaaS assets continue to garner attractive valuations.

2Q 2015 was marked by high levels of vertical SaaS transactions, notably in the automotive, healthcare, hospitality, and education verticals.

In one of the largest vertical transactions, Cox Automotive announced its $4.5 billion acquisition of Dealertrack Technologies, demonstrating the increased desire for new-age, SaaS-based capabilities in a traditionally “low-tech” vertical.


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

1Q '1

5

2Q '1

5

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

1Q '1

5

2Q '1

5

DATE


ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

MEDIAN

8

PAGE | 9



70 72

76

63

82

73 74

64

71 74

64 67

72 76

96

88

101

DATA AND ANALYTICS – M&A MARKET SUMMARY

DATA AND ANALYTICS M&A VOLUME (GLOBAL)

NOTABLE DATA AND ANALYTICS M&A TRANSACTIONS

In 2Q 2015, the Data and Analytics software M&A market registered its strongest quarter in the past four years, with 101 reported transactions.

Median reported revenue multiples for Data and Analytics transactions increased to near a four-year high, as companies continue to prioritize and pay a premium for Big Data assets that enhance their solution suites.

As enterprises seek to leverage the ever-increasing data available in their ecosystems, consolidation remains vigorous, particularly among strategic buyers which are driving the majority of M&A activity.

Notable Data and Analytics transactions include MasterCard’s $600 million acquisition of Applied Predictive Technologies and Permira’s pending $4.8 billion take-private acquisition of Informatica.


1.6x

1.3x

1.4x

3.3x

1.6x

0.9x

1.8x

1.1x

0.9x

1.4x

1.3x

1.9x 1.9x

2.3x

2.7x2.6x

3.2x

Pending Aval Data Corporation Fixstars Corporation Application development tools for big data analysis. $177 7.0x

Pending Cavendish Square Holding B.V. comScore, Inc. Digital media analytics software and serv ices. $1,561 4.6x

Pending Microsoft Corporation Revolution Analytics, Inc. Software and support for the open source statistical computing language. NA NA

Pending Permira Advisers Ltd. Informatica Corporation Enterprise data integration software and serv ices. $4,844 4.6x

06/04/15 Hitachi Data Systems Corporation Pentaho Corporation Data integration and business analytics platforms. NA NA

06/04/15 Francisco Partners Management Procera Networks, Inc. Subscriber experience assurance solutions based on deep packet inspection (DPI). $130 1.6x

06/04/15 Solera Holdings Inc. DMEautomotive, LLC Automotive direct marketing and analytics solutions. $143 2.3x

05/31/15 MasterCard Incorporated Applied Predictive Technologies, Inc. Cloud-based predictive analytics software solutions. $600 NA

05/19/15 Verisk Analytics, Inc. Wood Mackenzie Ltd Research and consulting commercial intelligence platform. $2,790 8.1x

05/06/15 ABRY Partners, LLC Sentry Data Systems, Inc. Data intelligence solutions for healthcare providers. NA NA

04/17/15 IHS Inc. RootMetrics Inc. Mobile analytics solutions providing insight into the consumer mobile experience. NA NA

04/08/15 Harman International Industries Symphony Teleca Corp. Enterprise software, mobile, big data and analytic, and integrated solutions. $780 2.1x

04/01/15 MAXIMUS Federal Serv ices, Inc. Acentia, LLC DaaS management solutions to healthcare, financial, and regulatory markets. $301 1.6x

03/18/15 AppNexus Inc. Yieldex, Inc. Advertisement forecasting, analytics, and trading tools. $100 NA

02/26/15 Engility Holdings, Inc. TASC, Inc. Big-data cybersecurity and counterintelligence solutions. $1,100 NA

01/28/15 Capita plc Constructionline Online database that enables buyers to source pre-qualified construction resources. $53 3.8x

01/23/15 Roper Technologies, Inc. Strata Decision Technology, L.L.C. Cloud solutions for financial analytics, business intelligence, and decision support needs. NA NA

$450 3.8x

CONFIDENTIAL

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

1Q '1

5

2Q '1

5

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

1Q '1

5

2Q '1

5

DATE


ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

MEDIAN

9

PAGE | 10



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

Pending Proofpoint, Inc. Emerging Threats Pro, Inc. Cloud-based security software provider. $40 NA

Pending Cisco Systems, Inc. OpenDNS, Inc. Internet security and domain name system serv ices. NA NA

Pending Comverse, Inc. Acision Ltd. Messaging infrastructure, consumer, and enterprise solutions. $402 2.1x

Pending Singapore Telecommunications TrustWave Holdings, Inc. On-demand data security and compliance management solutions. $827 3.8x

07/09/15 EMC Corporation Virtustream, Inc. Enterprise data integration software. $1,200 NA

07/08/15 CA, Inc. Rally Software Development Corp. Enterprise cloud software and serv ices for DevOps. $432 4.7x

06/08/15 CA, Inc. IdmLogic LTD. Cloud-based solutions for the management of Agile software development. NA NA

06/02/15 F-Secure Oyj nSense ApS Identity and access governance (IAG) solutions. $20 2.6x

05/26/15 Bain Capital, LLC Blue Coat Systems Inc. Cyber protection and vulnerability assessment. $2,400 NA

04/30/15 NCC Group plc Accumuli plc Web security and WAN optimization solutions. $73 2.5x

04/29/15 Mitel U.S. Holdings, Inc. Mavenir Systems, Inc. IT infrastructure solutions and serv ices. $492 3.8x

02/23/15 Zayo Group, LLC Latisys Holdings, LLC VMware-based hybrid cloud and hosting serv ices. $678 NA

01/07/15 Gemalto NV SafeNet, Inc. Solutions to v isualize, analyze, alert, and store metrics that impact businesses. $890 NA

01/02/15 Belden Inc. Tripwire, Inc. Data protection and software monetization solutions. $710 6.0x

12/15/14 Thoma Bravo, LLC Compuware Corporation Configuration audit and control management software. $2,091 2.9x

12/02/14 Progress Software Corporation Telerik AD Software solutions and application practices for information technology organizations. $263 4.4x

11/20/14 Micro Focus International plc The Attachmate Group, Inc. Unified data management and data protection solutions. $2,302 2.5x

$694 3.2x

80

69 69

49

58 55

67

38

61

56 55 53

48

56

48 45

50

2.3x

3.1x

4.8x 4.8x

1.8x

2.3x

2.8x

0.6x

1.8x

1.3x

4.0x

2.1x

2.5x2.7x

3.2x

4.5x

3.1x

INFRASTRUCTURE SOFTWARE – M&A MARKET SUMMARY

INFRASTRUCTURE SOFTWARE M&A VOLUME (GLOBAL)

NOTABLE INFRASTRUCTURE SOFTWARE M&A TRANSACTIONS

In 2Q 2015, Infrastructure Software M&A volume rebounded to 50 transactions after decreasing in the prior two quarters.

Median reported Infrastructure Software M&A revenue multiples were 3.1x in 2Q 2015, in line with longer term averages.

Security software vendors are attracting significant interest due to recent well-publicized global security breaches and the ongoing shift towards cloud-based computing, which is perceived as less secure than on-premise systems.

Notable security transactions include Proofpoint’s pending acquisition of Emerging Threats, Cisco’s acquisition of OpenDNS, and Singapore Telecom’s acquisition of TrustWave.


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

1Q '1

5

2Q '1

5

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

1Q '1

5

2Q '1

5

MEDIAN

DATE


ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

10

PAGE | 11



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

24% 28% 21%

28% 22% 22% 19%

36% 34% 25% 29%

20%

11%

22%

7%

19% 24%

29% 29%

28%

23%

20% 17%

31%

22% 28%

31% 18%

34%

26%

28%

26%

30% 31%

23% 11% 24% 18%

27% 23%

18% 14%

11% 15%

12%

20%

19%

16%

14%

25% 16%

21% 30%

23% 25% 27% 34%

26% 24% 22% 24%

35%

21%

42% 30%

52%

22% 25%

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 1Q-15 2Q-15

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

While total private placement volume declined slightly in 2Q 2015, total reported capital raised by software companies increased by $2.2 billion over the prior quarter and continues to exhibit strong upward momentum.

PRIVATE PLACEMENT ACTIVITY BY SOFTWARE SECTOR

In 2Q 2015, 59% of private capital raised was deployed in early stage rounds (Series B / or earlier), up from 53% in the prior quarter.

The continued growth in early stage investing may suggest further investment activity ahead.

693640

717 710752 749

960

805

912 925 924 900949 934

1113 1096

911

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

$16,000

0

100

200

300

400

500

600

700

800

900

1,000

1,100

1,200


$ in T

ho

usa

nd

s

Vo

lum

e

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

PRIVATE PLACEMENTS BY SOFTWARE SUB-SECTOR AND NEW CAPITAL RAISED

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

11

PAGE | 12



SELECT RECENT SOFTWARE PRIVATE PLACEMENTS

ROUND INVESTORS (CURRENT ROUND) DESCRIPTIONCOMPANYDATEROUND

SIZE ($M)SECTOR

TOTAL RAISED

($M)

06/22/2015Data &

Analytics

Late

Stage$75 $128

Bessemer Venture Partners; JMI Equity; Norwest Venture Partners;

Onset Ventures; Information Venture Partners; Cardinal Venture

Capital; Monitor Ventures

Prov ider of cloud-based corporate performance

management and business intelligence solutions.

06/04/2015 Infrastructure B $148 $176 Technology Crossov er Ventures; Halyard CapitalProv ider of Business Process-as-a-Serv ice (BPaaS) for the

Workday platform.

06/01/2015Data &

AnalyticsD $30 $75

New Enterprise Associates; Riv er Cities Capital Funds; Sequoia

Capital; PJC Capital Management; Blue Cloud Ventures

Prov ider of B2B intelligence software solutions for sales

and marketing applications.

05/26/2015 SaaSLate

Stage$80 $169

Battery Ventures; El Dorado Ventures; CrossLink Capital; T. Rowe

Price Associates; PremjiInv est; ICONIQ Capita; Rally Ventures

Prov ider of SaaS applications for financial serv ices, food

and bev erage, healthcare, oil and gas, retail, and

technology industries worldwide.

05/13/2015 InfrastructureLate

Stage$126 $259

Salesforce Venures; Serv iceNow: Cisco Inv estments; Adage

Capital Management; Brookside Capital; Sands Capital

Ventures; and return inv estors

Prov ider of an integration platform for connecting

applications, data sources, and dev ices both on-

premises and in the cloud.

05/13/2015 SaaS A $18 $20 Sequoia CapitalProv ider of mobile, cloud-based applications for

contractors to store, v iew, and manage their blueprints.

05/07/2015Data &

AnalyticsC $20 $20

Accel Partners; Symphony Technology Group; Salesforce

VenturesProv ider of a gov ernment market analytics platform.

05/01/2015 SaaS C $513 $598

Insight Venture Partners; Institutional Venture Partners; TPG

Growth; Fidelity Management ; Founders Fund; Khosla Ventures;

Andreessen Horowitz; Palm Driv e Ventures; Sound Ventures

Prov ider of a SaaS human resources automation

platform for small-and medium-sized businesses.

04/17/2015 Infrastructure B $58 $135 Benchmark Capital; Institutional Venture Partners; Comcast

Ventures; Bezos Expeditions; Greylock Partners

Prov ider of a mobile application dev elopment

platform.

04/15/2015 ApplicationLate

Stage$25 $54

Bain Capital Ventures; Goldman Sachs Priv ate Capital

Inv esting

Prov ider of automated inv oice-to-cash solutions for

businesses across B2B and B2C markets.

04/14/2015 Infrastructure D $95 $166 Insight Venture Partners; Goldman Sachs, Coatue, Northern

Trust: and existing inv estors

Prov ider of an open platform for building, shipping, and

running distributed applications.

04/08/2015Data &

AnalyticsC $23 $44

Battery Ventures; Nth Power; IDInv est Partners; RockPort Capital

Partners; Next World Capital; Electranov a Capital; E.ON

Strategic Co-Inv estments

Prov ider of an energy analytics platform for commercial

buildings.

12

PAGE | 13



IT Security

Data Storage

PUBLIC SOFTWARE VALUATION MULTIPLES BY SECTOR

EBITDA MULTIPLE ANALYSIS 2Q 2015 VS. 2Q 2014

2.8x

3.8x 3.8x

9.7x

4.5x

3.5x

5.7x

1.6x

4.7x 4.9x

3.9x

8.5x

6.6x

3.5x 3.6x

2.9x

5.8x

2.6x

3.4x

4.0x

8.7x

5.3x

3.7x

6.2x

1.7x

4.7x

6.2x

5.0x

8.6x

5.9x

3.6x4.2x

2.5x

8.1x

2Q 2014 2Q 2015

9.4x

15.7x12.7x

58.2x

29.6x

16.2x

24.2x

16.5x 14.5x

42.7x

17.3x

62.1x

57.0x

25.1x

17.6x

11.4x10.2x

8.2x

13.6x 13.1x

59.2x

32.4x

13.8x

21.3x

10.5x

14.0x

20.8x24.1x

37.6x

43.8x

27.2x

14.0x

9.3x

11.8x

2Q 2014 2Q 2015

REVENUE MULTIPLE ANALYSIS 2Q 2015 VS. 2Q 2014STOCK PERFORMANCE (1- & 3-YEAR)

Bellwethers

Energy

Financial

HCIT

Public Sector

Communication

Enterprise

HCM

Marketing

PLM & Design

SCM

Large-Cap SaaS

Small-Cap SaaS

Data & Analytics

(4.1%)

12.3%

(1.6%)

16.0%

(3.5%)

13.0%

(1.8%)

(35.2%)

9.4%

(0.1%)

48.9%

14.5%

(4.3%)

22.4%

13.3%

(5.0%)

30.8%

40.0%

3.4%

49.1%

65.5%

81.2%

72.1%

89.1%

4.3%

87.4%

44.7%

121.9%

94.8%

97.0%

38.8%

15.1%

1.1%

69.2%

1-Year Performance 3-Year Performance

Network

Management

13

PAGE | 14



`

29% 7% 16% 88% 81% -

24% 24% 12% 73% 28% -

19% 8% 31% 88% 81% 9%

12% 20% 26% - 57% 76%

14% 12% 22% 65% 76% 47%

22% 27% 10% 73% 45% 67%

22% 32% 8% 88% 27% -

12% 14% 16% 93% 61% 68%

15% 21% 32% 61% - 75%

11% 13% 25% 37% 65% -

10% 3% 25% 21% - 5%

3% 9% 21% 27% 42% 77%

9% 6% 12% 95% 86% -

14% 8% 16% 20% 31% -

4% 2% 30% 72% 54% 87%

5% 8% 19% 78% 80% -

3% - 8% 47% 4% 99%

KEY METRICS BY SECTOR – COMPARABLE PUBLIC SOFTWARE COMPANIES

8.7x

8.6x

8.1x

6.2x

6.2x

5.9x

5.3x

5.0x

4.7x

4.2x

4.0x

3.7x

3.6x

3.4x

2.6x

2.5x

1.7x

HCM

Large-Cap SaaS

IT Security

SCM

HCIT

Small-Cap SaaS

Marketing Software

Public Sector

Financial

Network Mgmt

Enterprise

Data & Analytics

PLM & Design

Communication

Bellwethers

Data Storage

Energy

EV / LTM REVENUE MULTIPLE NTM REVENUE GROWTH LTM EBITDA MARGINNTM EBITDA GROWTH NTM REVENUE GROWTH LTM EBITDA MARGINNTM EBITDA GROWTH

COMP SET MEDIANS CORRELATION WITH EV / REVENUE MULTIPLE

14

PAGE | 15



18

5

8

12

9

7

9

6

16

13 13

11

18

7

11

5

15


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

SUMMARY OF TECHNOLOGY IPOS

Technology IPO activity increased in 2Q 2015, with 15 IPO’s throughout the quarter.

50% of technology IPOs over the past year received valuations in excess of $1 billion at offering, demonstrating the markets’ preference for more sizable assets.

Hypergrowth software companies continue to seek liquidity through public markets, with 50% of tech companies over the past 12 months generating 75%+ annual revenue growth leading up to their IPOs.

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

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

24%

27%

49%

< 25% 25 - 75% > 75%

5%

29%

16%

50%

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

18%

24%

34%

24%

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

All tech IPOs over the last 12 months All tech IPOs over the last 12 months All tech IPOs over the last 12 months

15

PAGE | 16



98.3%

(23.2%)

32.0%

(1.2%)

53.0%

33.1%

3.3%

(29.7%)

(41.6%)

14.7% 14.7%

(1.2%)

7.4%

17.5%

9.9%

(125.0%)

(100.0%)

(75.0%)

(50.0%)

(25.0%)

0.0%

25.0%

50.0%

75.0%

100.0%

125.0%

10/8/14 11/5/14 12/11/14 12/11/14 12/11/14 1/22/15 2/11/15 3/5/15 4/23/15 5/20/15 6/4/15 6/18/15 6/25/15 6/25/15 6/25/15

$25.0 $12.0 $8.0 $14.0 $23.0 $14.0 $27.0 $11.5 $17.0 $25.0 $17.0 $14.0 $8.0 $12.0 $14.0

$125.0 $46.2 $53.1 $100.8 $115.0 $175.0 $600.0 $74.8 $87.0 $222.5 $195.5 $100.1 $56.3 $74.4 $98.0

98.3% (23.2%) 32.0% (1.2%) 53.0% 33.1% 3.3% (29.7%) (41.6%) 14.7% 14.7% (1.2%) 7.4% 17.5% 9.9%

Circle Size Denotes Revenue ($)

% R

eve

nu

e G

row

th1

Sto

ck

Pe

rfo

rma

nc

e2

KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS

IPO DATE

OFFER PRICE

OFFERING SIZE ($M)

OFFER TO CURRENT

98.3%

(23.2%)

32.0%

(1.2%)

53.0%

33.1%

3.3%

(29.7%)

(41.6%)

14.7% 14.7%

(1.2%)

7.4% 17.5%

9.9%

101.7%

164.6% 175.8%

100.5%

186.5%

83.4%

22.2%

61.1%

43.4% 11.8%

192.6%

57.4%

34.8%

102.3%

26.9%

(50.0%)

(25.0%)

0.0%

25.0%

50.0%

75.0%

100.0%

125.0%

150.0%

175.0%

200.0%

225.0%

250.0%

16

PAGE | 17



13.0%

3.6%

3.9%

3.9%

4.5%

8.3%

9.6%

24.1%

29.1%

Other

Automotive

Telecom Equipment

Manufacturing & Machinery

Environmental

Healthcare

Chemicals

Technology

Services & Leasing

LBO LOAN VOLUME BY INDUSTRY MEDIAN BUYOUT DEBT PERCENTAGES

DEBT MARKET OVERVIEW

MIDDLE MARKET LBO LOAN MULTIPLES MIDDLE MARKET LOAN VOLUME

2014 Volume: $6.1 Billion Percentage of Total Purchase Price

In 1Q 2015, middle market LBO leverage multiples and loan volumes decreased slightly.

Lenders remain aggressive for high quality software credits with significant recurring revenue and proven earnings bases.

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

Median buyout debt as a percentage of total purchase price declined to 58.5%, which may signal a broader stabilization of debt markets.

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

5.3x

4.9x

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 1Q15

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

$4.9B

$4.7B

$3.B

$1.7B

$2.B

$2.6B $2.6B

$3.B

$3.4B$3.5B

$2.7B

$3.8B

$2.5B

$3.9B

$5.2B

$3.4B

$1.9B

1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15

Institutional Pro Rata

62.6% 63.4%

60.3%

50.0%

56.6%

54.5%

60.0%

66.3%

60.0%

58.5%

2006 2007 2008 2009 2010 2011 2012 2013 2014 1H 2015

17

PAGE | 18



SAMPLE HW&CO. TMT TRANSACTIONS

Please contact us regarding our experience in any TMT sector.


HEALTHCARE

TECHNOLOGY

SaaS-based

revenue-cycle management

solutions


EDUCATION

TECHNOLOGY

SaaS-based

healthcare compliance

training


ERP / SCM

SOFTWARE

ERP and e-

commerce software


HEALTHCARE

TECHNOLOGY

SaaS-based

clinical guidelines software solutions

has received a significant equity investment from

MOBILE

INTERNET

Mobile monetization

solutions for emerging markets

has acquired a

majority interest in

ERP / SCM

SOFTWARE

Business management

and accounting software

has been

recapitalized by

SUPPLY CHAIN

MANAGEMENT

Supply-chain

software for the food and

beverage industry

has acquired

HEALTHCARE

TECHNOLOGY

Medical claims processing

software solutions

has merged with

SUPPLY CHAIN

MANAGEMENT

SaaS-based supply chain

management solutions


HEALTHCARE

TECHNOLOGY

SaaS-based software for the

post-acute care industry


INFRASTRUCTURE

SOFTWARE

ITOM, business intelligence, and

security software solutions


HEALTHCARE

TECHNOLOGY

SaaS-based Medical data

archiving and storage solutions

has received a significant

equity investment from

ERP / SCM

SOFTWARE

ERP and e-

commerce software

has received a significant

equity investment from

HEALTHCARE

TECHNOLOGY

Medical claims processing

software solutions

has been

recapitalized by

ECOMMERCE

FULFILLMENT

eCommerce fulfillment, direct

marketing, & B2B logistics services


MARKETING

ANALYTICS

Direct marketing

and analytics for

the automotive

sector


MANAGED

SERVICES

Cloud computing and IT services


ENTERPRISE

SOFTWARE

SaaS-based giving and employee

engagement solutions

has received a majority

investment from

MARKETING

ANALYTICS

Sampling, data collection, and

data analytic solutions

became a wholly

owned subsidiary of

ENERGY

TECHNOLOGY

Solar inverters supported by

leading software


ECOMMERCE

RETAIL

Discount eCommerce

retailer of clothing and apparel


EDUCATION

TECHNOLOGY

SaaS-based training solutions

for senior care employees

has received a minority investment from

ENERGY

TECHNOLOGY

SaaS-based energy service

management solutions


HEALTHCARE

TECHNOLOGY

Pharmacy management

solutions


FINANCIAL

TECHNOLOGY

Property tax collection,

valuation and ancillary solutions


HEALTHCARE

TECHNOLOGY

Regulatory process

management


HEALTHCARE

TECHNOLOGY

Clinical and administrative

HCIT systems

18

http://www.helpsystems.com/

http://www.helpsystems.com/

PAGE | 19



Software Bellwethers Google Microsoft IBM Oracle Cisco SAP HP EMC

Communication Software Nuance NICE NeuStar Synchronoss BroadSoft Tangoe MobileIron

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

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

Marketing Software Salesforce HubSpot Marketo Callidus CTCT Bazaarv oice MaxPoint

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

Supply Chain Management (SCM) Manhattan Aspen Tech Fleetmatics Descartes SPS SciQuest American Amber Road Speed Comm.

Energy Software Av ev a Silv er Spring OPOWER EnerNOC PSI

Financial Software Fiserv Solera Jack Henry Black Knight Oracle Financial DH Corp. Ev estnet Bottomline Q2

Healthcare IT (HCIT) Cerner athenahealth Inov alon Veev a Allscripts Medidata MedAssets Press Ganey HMS Quality Systems

Public Sector Software Constellation Tyler Tech Blackbaud 2U NIC K12

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

Large-Cap SaaS (cont'd) Proofpoint Demandware

Small-Cap SaaS (≤ $2Bn Mkt Cap) Paycom Cornerstone Fleetmatics Zendesk RealPage HubSpot Xero LogMein Qualys Benefitfocus

Small-Cap SaaS (cont'd) RingCentral Marketo SPS Q2 Cv ent Callidus MINDBODY Alarm.com Castlight inContact

Small-Cap SaaS (cont'd) OPOWER AppFolio BazaarVoice SciQuest Connecture Xactly Fiv e9 Amber Road Upland

Data & Analytics Splunk Tableau Teradata Verint Inov alon Qlik MicroStrategy Pegasystems PROS Holdings

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

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

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

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY UNIVERSESA

AS

HO

RIZ

ON

TAL

INFR

A

SO

FTW

AR

EV

ER

TIC

ALA

PP

LIC

ATI

ON

SO

FTW

AR

E

19

PAGE | 20



Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

Network

Management

Data Storage

IT Security

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS

SOFTWARE BELLWETHERS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2015E Rev. LTM EBITDA Earnings

COMMUNICATION SOFTWARE

ENTERPRISE SOFTWARE

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM & Design

SCM

Energy

Financial

HCIT

Public Sector

Google Inc. GOOGL $304,121 $361,855 88.7% (7.6%) 86.2% 6.9% 12.6% 32.0% 4.4x 4.1x 11.6x 23.9x

Microsoft Corporation MSFT 294,791 358,189 88.2% 5.9% 44.3% 13.7% 7.7% 35.5% 3.1x 3.2x 9.1x 17.9x

IBM Corporation IBM 190,343 160,177 82.8% (10.3%) (16.8%) (7.3%) (10.0%) 26.2% 2.2x 2.3x 7.8x 13.4x

Oracle Corporation ORCL 162,769 174,744 86.3% (0.6%) 35.7% (0.1%) 1.1% 42.0% 4.3x 4.3x 8.7x 17.6x

Cisco Systems, Inc. CSCO 106,254 139,659 90.6% 10.5% 59.9% 3.1% 3.9% 27.7% 2.2x 2.1x 7.4x 15.7x

SAP SE SAP 89,993 83,670 88.8% (9.7%) 17.9% 8.6% 15.5% 32.9% 4.5x 4.1x 13.0x 24.6x

Hewlett-Packard Company HPQ 60,900 54,211 73.0% (10.9%) 49.2% (3.2%) (6.0%) 12.0% 0.6x 0.6x 4.6x 11.6x

EMC Corporation EMC 51,851 51,251 85.3% 0.2% 3.0% 5.4% 4.8% 22.9% 2.1x 2.0x 7.1x 19.9x

Median $134,511 $149,918 87.3% (4.1%) 40.0% 4.3% 4.3% 29.9% 2.6x 2.7x 8.2x 17.7x

Nuance Communications, Inc. NUAN $7,100 $5,495 92.4% (6.7%) (26.5%) 2.1% (1.6%) 10.9% 3.7x 3.6x 13.6x NM

NICE Systems Ltd. NICE 3,499 3,808 91.4% 55.6% 75.4% 7.9% (1.2%) 19.5% 3.4x 3.5x 15.2x 32.7x

NeuStar, Inc. NSR 2,060 1,617 89.2% 12.3% (12.5%) 7.6% 7.0% 38.6% 2.1x 2.0x 4.6x 9.1x

Synchronoss Technologies, Inc. SNCR 2,016 1,979 84.6% 30.8% 147.6% 33.2% 25.2% 27.1% 4.1x 3.5x 13.5x 47.3x

BroadSoft, Inc. BSFT 935 1,004 89.0% 31.0% 19.4% 25.1% 22.1% 12.7% 4.1x 3.5x 19.1x 155.4x

Tangoe, Inc. TNGO 443 491 82.4% (16.5%) (41.0%) 10.9% 15.5% 7.7% 2.1x 1.8x 13.4x 142.0x

MobileIron, Inc. MOBL 344 461 45.6% (37.9%) NA 27.4% 14.3% NM 2.5x 2.4x NM NM

Median $2,016 $1,617 89.0% 12.3% 3.4% 10.9% 14.3% 16.1% 3.4x 3.5x 13.6x 47.3x

IBM Corporation IBM $190,343 $160,177 82.8% (10.3%) (16.8%) (7.3%) (10.0%) 26.2% 2.2x 2.3x 7.8x 13.4x

Oracle Corporation ORCL 162,769 174,744 86.3% (0.6%) 35.7% (0.1%) 1.1% 42.0% 4.3x 4.3x 8.7x 17.6x

SAP SE SAP 89,993 83,670 88.8% (9.7%) 17.9% 8.6% 15.5% 32.9% 4.5x 4.1x 13.0x 24.6x

Adobe Systems Incorporated ADBE 38,805 40,314 96.0% 12.0% 150.3% 6.0% 16.8% 21.2% 8.9x 8.0x 36.0x 110.4x

Intuit Inc. INTU 26,194 27,779 92.3% 25.1% 69.8% (0.9%) (2.1%) 24.7% 6.0x 5.6x 16.2x 86.3x

Sage Group plc SGE 9,488 8,687 87.8% 22.7% 76.1% 1.9% 7.3% 28.4% 4.5x 4.3x 15.3x 29.5x

Open Text Corporation OTEX 5,919 4,953 65.6% (15.5%) 62.4% 26.1% 11.9% 28.9% 3.2x 3.3x 9.1x 19.5x

TOTVS S.A. TOTS3 1,992 2,034 92.1% (27.2%) (34.3%) 7.8% 6.7% 22.5% 3.5x 3.4x 14.4x 23.9x

Progress Software Corporation PRGS 1,328 1,391 95.4% 14.4% 31.8% 7.2% 26.5% 22.1% 3.8x 3.2x 10.6x 45.8x

Industrial & Financial Systems IFS AB IFS B 749 802 86.5% (2.7%) 106.1% 12.1% 13.2% 12.5% 2.1x 1.9x 13.3x 29.4x

Median $17,841 $18,233 88.3% (1.6%) 49.1% 6.6% 9.6% 25.4% 4.0x 3.7x 13.1x 27.0x

20

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MARKETING SOFTWARE

PLM & DESIGN SOFTWARE

HUMAN CAPITAL MANAGEMENT SOFTWARE

Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

Network

Management

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM & Design

SCM

Energy

Financial

HCIT

Public Sector

salesforce.com, inc. CRM $46,666 $45,646 88.7% 19.9% 101.4% 28.4% 21.9% 4.3% 8.2x 7.1x 52.4x NM

HubSpot, Inc. HUBS 1,504 1,640 90.3% NA NA 52.7% 44.1% NM 11.6x 9.0x NM NM

Marketo, Inc. MKTO 1,088 1,185 78.8% (3.5%) NA 50.9% 39.5% NM 6.6x 5.2x NM NM

Callidus Software Inc. CALD 771 861 90.0% 30.5% 212.9% 23.4% 21.7% NM 5.3x 4.6x NM NM

Constant Contact, Inc. CTCT 746 925 66.6% (10.4%) 61.0% 15.9% 13.0% 11.8% 2.2x 2.0x 12.3x 54.3x

Bazaarv oice, Inc. BV 422 472 62.7% (25.3%) (67.6%) 13.7% 7.7% NM 2.2x 2.1x NM NM

MaxPoint Interactiv e, Inc. MXPT 172 209 71.9% NA NA 70.2% NA NM 1.4x 1.9x NM NM

Median $771 $925 78.8% (3.5%) 81.2% 28.4% 21.7% 8.0% 5.3x 4.6x 32.4x 54.3x

Dassault Systemes SA DSY $17,078 $18,323 89.3% 13.0% 55.1% 17.3% 19.7% 25.4% 6.4x 5.6x 20.5x 55.5x

Autodesk, Inc. ADSK 10,316 11,400 77.0% (11.2%) 43.1% 11.8% 3.1% 9.7% 4.0x 4.0x 23.4x 157.0x

Ansys, Inc. ANSS 7,430 8,191 98.7% 20.3% 44.6% 6.8% 2.1% 46.0% 7.9x 7.7x 15.9x 32.2x

Synopsys Inc. SNPS 7,070 7,855 99.3% 30.5% 72.1% 8.8% 8.2% 19.3% 3.3x 3.1x 10.4x 31.6x

Cadence Design Systems Inc. CDNS 5,416 5,754 95.9% 12.4% 78.9% 8.7% 7.8% 21.4% 3.4x 3.2x 11.2x 35.5x

PTC Inc. PTC 4,980 4,717 96.0% 5.7% 95.7% 2.2% (5.5%) 20.3% 3.7x 3.9x 13.8x 41.9x

Mentor Graphics Corp. MENT 3,073 3,073 96.5% 22.5% 76.2% 6.9% 3.0% 21.6% 2.4x 2.4x 10.3x 22.0x

Median $7,070 $7,855 96.0% 13.0% 72.1% 8.7% 3.1% 21.4% 3.7x 3.9x 13.8x 35.5x

Workday, Inc. WDAY $13,167 $14,590 78.4% (15.0%) NA 63.7% 45.3% NM 15.0x 11.5x NM NM

The Ultimate Software Group, Inc. ULTI 4,584 4,697 89.7% 18.9% 84.8% 22.2% 21.8% 13.4% 8.7x 7.4x 37.8x 111.8x

Paycom Software, Inc. PAYC 1,984 1,993 85.9% 134.1% NA 44.6% 36.1% 17.6% 11.7x 9.6x 80.5x 188.1x

Cornerstone OnDemand, Inc. CSOD 1,884 1,877 74.0% (24.4%) 46.2% 36.7% 29.0% NM 6.7x 5.5x NM NM

Paylocity Holding Corporation PCTY 1,722 1,815 94.4% 65.7% NA 40.9% 38.9% NM 12.3x 10.1x NM NM

Xactly Corporation XTLY 249 238 85.1% NA NA NA NA NM 3.9x NM NM NM

Halogen Software Inc. HGN 147 191 96.4% 13.0% NA 18.2% 16.4% NM 2.5x 2.2x NM NM

Median $1,884 $1,877 85.9% 16.0% 65.5% 36.7% 29.0% 15.5% 8.7x 8.5x 59.2x 149.9x

21

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Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

Network

Management

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM & Design

SCM

Energy

Financial

HCIT

Public Sector

ENERGY SOFTWARE

FINANCIAL SOFTWARE

AVEVA Group plc AVV $1,654 $1,817 81.8% (18.4%) 4.3% (12.1%) 3.1% 27.8% 5.1x 4.9x 15.8x 29.4x

Silv er Spring Networks, Inc. SSNI 506 617 81.6% (6.9%) NA (8.4%) 2.2% NM 1.7x 1.8x NM NM

OPOWER, Inc. OPWR 460 587 59.5% (38.9%) NA 35.7% 14.5% NM 3.4x 3.1x NM NM

EnerNOC, Inc. ENOC 282 295 45.6% (48.8%) 34.0% 16.6% (10.2%) 7.6% 0.6x 0.7x 3.9x NM

PSI Aktiengesellschaft PSAN 152 180 75.0% (35.2%) (42.4%) 1.9% 6.0% 5.0% 0.8x 0.8x 10.5x 39.0x

Median $460 $587 75.0% (35.2%) 4.3% 1.9% 3.1% 7.6% 1.7x 1.8x 10.5x 34.2x

SUPPLY CHAIN MANAGEMENT

Manhattan Associates, Inc. MANH $4,294 $4,401 96.8% 73.3% 422.0% 18.7% 11.1% 27.5% 8.4x 7.9x 30.1x 50.9x

Aspen Technology, Inc. AZPN 3,673 3,889 95.6% (1.8%) 96.8% 14.6% 12.0% 40.7% 8.6x 8.0x 20.7x 34.0x

Fleetmatics Group PLC FLTX 1,649 1,798 95.2% 44.8% NA 28.5% 21.9% 25.9% 6.7x 5.8x 23.3x 50.5x

The Descartes Systems Group Inc TSX: DSG 1,088 1,213 97.4% 12.1% 89.1% 10.3% 8.1% 30.0% 6.2x 5.9x 21.3x 74.6x

SPS Commerce, Inc. SPSC 954 1,088 90.3% 4.1% 116.6% 24.1% 22.9% 10.2% 7.0x 6.1x 55.0x 372.8x

SciQuest, Inc. SQI 281 409 77.5% (16.3%) (17.5%) 7.9% 6.3% 4.6% 2.7x 2.6x 14.6x NM

American Software, Inc. AMSW.A 206 268 90.1% (3.8%) 19.5% 2.3% 8.6% 11.5% 2.0x 1.9x 12.1x 33.0x

Amber Road, Inc. AMBR 174 183 38.8% (56.5%) NA 16.3% 12.3% NM 2.7x 2.4x NM NM

Speed Commerce, Inc. SPDC 126 22 7.3% (92.5%) (82.4%) 12.1% 36.9% NM 1.1x 0.8x NM NM

Median $954 $1,088 90.3% (1.8%) 89.1% 14.6% 12.0% 25.9% 6.2x 5.8x 21.3x 50.7x

Fiserv , Inc. FISV $23,169 $19,613 95.9% 37.3% 129.4% 4.3% 5.0% 30.3% 4.5x 4.4x 14.0x 25.7x

Solera Holdings Inc. SLH 5,304 2,991 64.0% (33.6%) 6.6% 18.5% 14.7% 36.9% 4.8x 4.6x 11.8x 54.7x

Jack Henry & Associates Inc. JKHY 5,265 5,240 92.1% 8.9% 87.4% 9.1% 4.1% 34.4% 4.3x 4.1x 12.1x 25.8x

Black Knight Financial Serv ices, Inc. BKFS 4,748 2,016 98.3% NA NA NA NA 33.6% 5.4x 5.1x NM NM

Oracle Financial Serv ices Software Ltd. 532466 4,467 5,027 90.5% 14.0% 29.5% 4.4% 21.5% 39.8% 7.3x 6.3x 18.9x 26.4x

DH Corporation DH 4,224 3,378 92.3% 9.9% 88.4% 25.3% 27.0% 24.9% 4.7x 3.7x 15.5x 33.3x

Env estnet, Inc. ENV 1,364 1,427 69.5% (17.4%) 236.9% 33.6% 20.0% 11.6% 3.7x 3.3x 24.7x 104.2x

Bottomline Technologies (de), Inc. EPAY 1,095 1,078 90.2% (7.1%) 54.1% 15.2% 10.5% 13.5% 3.4x 3.1x 13.5x NM

Q2 Holdings, Inc. QTWO 931 1,051 98.0% 98.1% NA 42.0% 34.1% NM 10.8x 8.8x NM NM

Median $4,467 $2,991 92.1% 9.4% 87.4% 15.2% 14.7% 32.0% 4.7x 4.4x 14.0x 29.8x

22

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Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

Network

Management

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM & Design

SCM

Energy

Financial

HCIT

Public Sector

PUBLIC SECTOR SOFTWARE

LARGE-CAP SAAS

HEALTHCARE IT

Cerner Corporation CERN $23,704 $23,762 91.2% 33.9% 67.1% 20.0% 38.6% 28.4% 6.7x 5.0x 20.8x 46.0x

athenahealth, Inc. ATHN 4,623 4,417 74.8% (8.4%) 44.7% 25.9% 21.9% 7.8% 5.8x 5.0x 33.2x NM

Inov alon Holdings, Inc. INOV 3,622 4,120 82.7% NA NA 22.5% 21.0% 35.5% 9.8x 8.3x 27.2x 63.8x

Veev a Systems Inc. VEEV 3,264 3,693 83.3% 10.1% NA 43.7% 26.7% 24.2% 9.7x 8.2x 37.4x 80.0x

Allscripts Healthcare Solutions, Inc. MDRX 3,060 2,576 79.7% (14.8%) 25.2% 0.4% 1.7% 4.6% 2.2x 2.2x 15.1x NM

Medidata Solutions, Inc. MDSO 2,949 3,003 92.1% 26.9% 232.5% 20.9% 20.2% 11.3% 8.4x 7.3x 39.3x 372.3x

MedAssets, Inc. MDAS 2,189 1,332 86.3% (3.4%) 64.0% 8.3% 5.5% 29.1% 3.0x 2.9x 9.4x NM

Press Ganey Holdings, Inc. PGND 1,901 1,497 96.8% NA NA NA NA 32.2% 6.5x 6.0x NM 82.0x

HMS Holdings Corp. HMSY 1,584 1,520 72.5% (15.9%) (48.5%) (6.5%) 5.4% 19.7% 3.5x 3.4x 14.2x 107.7x

Quality Systems Inc. QSII 869 999 88.4% 3.2% (39.8%) 10.2% 7.1% 10.4% 1.8x 1.7x 12.3x 36.6x

Median $3,004 $2,789 84.8% (0.1%) 44.7% 15.1% 13.7% 22.0% 6.2x 5.0x 20.8x 80.0x

Constellation Software Inc. TSX: CSU $8,568 $8,422 91.8% 55.9% 337.3% 25.8% 10.1% 16.1% 5.0x 4.7x 24.2x 66.2x

Tyler Technologies, Inc. TYL 4,162 4,357 96.9% 41.8% 220.6% 18.9% 16.3% 22.3% 8.1x 7.3x 33.3x 67.7x

Blackbaud Inc. BLKB 2,897 2,623 94.8% 59.3% 121.9% 13.2% 12.9% 16.2% 5.0x 4.5x 24.1x 91.2x

2U, Inc. TWOU 1,248 1,331 97.5% 91.5% NA 31.2% 33.4% NM 10.5x 8.5x NM NM

NIC Inc. EGOV 1,106 1,198 94.2% 15.3% 43.9% 9.3% 7.6% 25.5% 4.0x 3.8x 14.4x 31.0x

K12, Inc. LRN 395 485 51.8% (47.4%) (45.7%) 6.1% 2.7% 7.9% 0.4x 0.4x 3.5x 13.9x

Median $2,072 $1,977 94.5% 48.9% 121.9% 16.0% 11.5% 16.2% 5.0x 4.6x 24.1x 66.2x

salesforce.com, inc. CRM $46,666 $45,646 88.7% 19.9% 101.4% 28.4% 21.9% 4.3% 8.2x 7.1x 52.4x NM

Workday, Inc. WDAY 13,167 14,590 78.4% (15.0%) NA 63.7% 45.3% NM 15.0x 11.5x NM NM

NetSuite Inc. N 7,031 7,213 80.6% 5.6% 67.5% 34.2% 31.8% NM 11.8x 9.6x NM NM

Solera Holdings Inc. SLH 5,304 2,991 64.0% (33.6%) 6.6% 18.5% 14.7% 36.9% 4.8x 4.6x 11.8x 54.7x

athenahealth, Inc. ATHN 4,623 4,417 74.8% (8.4%) 44.7% 25.9% 21.9% 7.8% 5.8x 5.0x 33.2x NM

The Ultimate Software Group, Inc. ULTI 4,584 4,697 89.7% 18.9% 84.8% 22.2% 21.8% 13.4% 8.7x 7.4x 37.8x 111.8x

Dealertrack Technologies, Inc. TRAK 4,263 3,461 99.4% 38.5% 108.5% 78.5% 28.4% 12.1% 4.5x 3.9x 22.3x NM

Veev a Systems Inc. VEEV 3,264 3,693 83.3% 10.1% NA 43.7% 26.7% 24.2% 9.7x 8.2x 37.4x 80.0x

Guidewire Software, Inc. GWRE 3,184 3,734 94.9% 30.2% 88.2% 13.3% 7.6% 6.8% 8.5x 8.2x 42.1x 210.4x

Medidata Solutions, Inc. MDSO 2,949 3,003 92.1% 26.9% 232.5% 20.9% 20.2% 11.3% 8.4x 7.3x 39.3x 372.3x

Proofpoint, Inc. PFPT 2,481 2,510 93.8% 70.0% 275.6% 40.6% 29.1% NM 11.8x 9.8x NM NM

Demandware, Inc. DWRE 2,471 2,660 96.8% 2.5% 200.0% 50.2% 45.6% NM 13.9x 10.6x NM NM

Median $4,424 $3,713 89.2% 14.5% 94.8% 31.3% 24.3% 11.7% 8.6x 7.8x 37.6x 111.8x

23

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SMALL-CAP SAAS



Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

Network

Management

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM & Design

SCM

Energy

Financial

HCIT

Public Sector

Paycom Software, Inc. PAYC $1,984 $1,993 85.9% 134.1% NA 44.6% 36.1% 17.6% 11.7x 9.6x 80.5x 188.1x

Cornerstone OnDemand, Inc. CSOD 1,884 1,877 74.0% (24.4%) 46.2% 36.7% 29.0% NM 6.7x 5.5x NM NM

Fleetmatics Group PLC FLTX 1,649 1,798 95.2% 44.8% NA 28.5% 21.9% 25.9% 6.7x 5.8x 23.3x 50.5x

Zendesk, Inc. ZEN 1,609 1,912 78.8% 27.8% NA 73.3% 52.7% NM 11.2x 8.3x NM NM

RealPage, Inc. RP 1,505 1,517 82.5% (15.2%) (17.7%) 6.7% 14.2% 5.9% 3.6x 3.3x 22.4x NM

HubSpot, Inc. HUBS 1,504 1,640 90.3% NA NA 52.7% 44.1% NM 11.6x 9.0x NM NM

Xero Limited. XRO 1,471 1,653 67.1% (46.2%) 204.7% 77.7% 68.9% NM 18.6x 12.1x NM NM

LogMeIn, Inc. LOGM 1,356 1,588 92.1% 38.3% 111.3% 31.6% 18.9% 9.7% 5.8x 5.1x 28.0x 216.9x

Qualys, Inc. QLYS 1,227 1,370 72.7% 57.2% NA 24.0% 24.1% 19.0% 8.7x 7.4x 43.9x 40.7x

Benefitfocus, Inc. BNFT 1,191 1,254 91.8% (5.1%) NA 33.9% 27.0% NM 8.0x 6.8x NM NM

RingCentral, Inc. RNG 1,164 1,277 94.3% 22.2% NA 36.8% 30.1% NM 4.9x 4.1x NM NM

Marketo, Inc. MKTO 1,088 1,185 78.8% (3.5%) NA 50.9% 39.5% NM 6.6x 5.2x NM NM

SPS Commerce, Inc. SPSC 954 1,088 90.3% 4.1% 116.6% 24.1% 22.9% 10.2% 7.0x 6.1x 55.0x 372.8x

Q2 Holdings, Inc. QTWO 931 1,051 98.0% 98.1% NA 42.0% 34.1% NM 10.8x 8.8x NM NM

Cv ent, Inc. CVT 895 1,071 86.4% (11.4%) NA 28.6% 28.3% 1.5% 5.9x 4.9x 53.0x NM

Callidus Software Inc. CALD 771 861 90.0% 30.5% 212.9% 23.4% 21.7% NM 5.3x 4.6x NM NM

MINDBODY, Inc. MB 707 541 85.1% NA NA NA NA NM 9.2x NM NM NM

Alarm.Com Holdings, Inc. ALRM 657 690 91.1% NA NA 26.9% NA 12.9% 3.7x NM NM 56.2x

Castlight Health, Inc. CSLT 578 763 49.3% (46.4%) NA 173.5% 66.8% NM 10.9x 7.6x NM NM

inContact, Inc. SAAS 569 607 82.7% 7.4% 97.0% 37.4% 23.2% NM 3.1x 2.7x NM NM

OPOWER, Inc. OPWR 460 587 59.5% (38.9%) NA 35.7% 14.5% NM 3.4x 3.1x NM NM

AppFolio, Inc. APPF 453 456 94.8% NA NA NA NA NM 8.4x NM NM NM

Bazaarv oice, Inc. BV 422 472 62.7% (25.3%) (67.6%) 13.7% 7.7% NM 2.2x 2.1x NM NM

SciQuest, Inc. SQI 281 409 77.5% (16.3%) (17.5%) 7.9% 6.3% 4.6% 2.7x 2.6x 14.6x NM

Connecture, Inc. CNXR 261 229 73.4% NA NA 37.8% 20.7% 1.5% 2.9x 2.6x 158.9x NM

Xactly Corporation XTLY 249 238 85.1% NA NA NA NA NM 3.9x NM NM NM

Fiv e9, Inc. FIVN 237 261 65.5% (27.4%) NA 22.2% 18.3% NM 2.2x 1.9x NM NM

Amber Road, Inc. AMBR 174 183 38.8% (56.5%) NA 16.3% 12.3% NM 2.7x 2.4x NM NM

Upland Software, Inc. UPLD 138 141 75.6% NA NA 38.1% 10.4% 1.8% 2.1x 1.9x 43.7x NM

Median $895 $1,051 82.7% (4.3%) 97.0% 31.6% 21.9% 9.7% 5.9x 5.1x 43.8x 122.2x

24

PAGE | 25



NETWORK MANAGEMENT

VMware, Inc. VMW $30,620 $36,342 82.6% (11.4%) (5.8%) 15.1% 10.2% 25.1% 4.9x 4.6x 14.2x 41.2x

Red Hat, Inc. RHT 13,467 13,931 93.2% 37.4% 34.4% 15.8% 12.7% 18.9% 7.3x 6.9x 29.6x 73.1x

Citrix Systems, Inc. CTXS 11,658 11,246 96.0% 12.2% (16.4%) 5.2% 2.8% 21.4% 3.7x 3.6x 14.0x 50.1x

CA, Inc. CA 11,570 12,973 87.6% 1.9% 8.1% (3.4%) (6.6%) 32.3% 2.7x 2.9x 6.6x 15.3x

F5 Networks, Inc. FFIV 7,991 8,657 88.4% 8.0% 20.9% 15.6% 10.9% 31.6% 4.3x 4.1x 11.6x 24.9x

SolarWinds, Inc. SWI 3,284 3,524 86.3% 19.3% 5.9% 22.2% 18.1% 32.3% 7.0x 6.3x 16.2x 40.3x

Progress Software Corporation PRGS 1,328 1,391 95.4% 14.4% 31.8% 7.2% 26.5% 22.1% 3.8x 3.2x 10.6x 45.8x

NetScout Systems, Inc. NTCT 1,288 1,495 76.2% (17.3%) 69.8% 14.4% 10.9% 27.5% 2.8x 2.7x 9.3x 24.4x

Infoblox Inc. BLOX 1,190 1,509 93.5% 99.3% 14.3% 14.3% 19.7% NM 4.2x 3.6x NM NM

Radware Ltd. RDWR 948 1,024 89.1% 31.6% 16.0% 14.7% 11.5% 19.1% 4.2x 3.8x 23.5x 37.5x

Median $5,637 $6,090 88.8% 13.3% 15.1% 14.5% 11.2% 25.1% 4.2x 3.7x 14.0x 40.3x




DATA & ANALYTICS

Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

Network

Management

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM & Design

SCM

Energy

Financial

HCIT

Public Sector

Splunk, Inc. SPLK $7,887 $8,752 93.0% 25.8% 147.8% 48.1% 36.7% NM 16.1x 12.8x NM NM

Tableau Software, Inc. DATA 7,488 8,204 93.0% 61.6% NA 75.4% 50.1% 2.2% 16.0x 12.1x 159.9x NM

Teradata Corporation TDC 5,201 5,482 78.7% (8.0%) (48.6%) (1.7%) (2.6%) 20.1% 1.9x 2.0x 7.0x 16.6x

Verint Systems Inc. VRNT 4,085 3,727 91.4% 23.8% 105.8% 18.8% 5.7% 14.3% 3.6x 3.3x 14.6x NM

Inov alon Holdings, Inc. INOV 3,622 4,120 82.7% NA NA 22.5% 21.0% 35.5% 9.8x 8.3x 27.2x 63.8x

Qlik Technologies, Inc. QLIK 2,912 3,193 92.0% 54.6% 58.0% 16.7% 9.3% 0.5% 5.1x 4.8x 70.5x NM

MicroStrategy Inc. MSTR 1,535 1,926 85.9% 21.0% 31.0% (3.1%) (6.8%) 12.4% 2.7x 2.8x 53.0x 60.2x

Pegasystems Inc. PEGA 1,527 1,752 95.0% 8.4% 38.8% 13.2% 11.5% 12.0% 2.5x 2.3x 18.5x 59.5x

PROS Holdings, Inc. PRO 581 623 69.1% (20.2%) 25.5% 24.0% (3.1%) NM 3.1x 3.2x NM NM

Median $3,622 $3,727 91.4% 22.4% 38.8% 18.8% 9.3% 12.4% 3.6x 3.3x 27.2x 62.0x

25

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Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

Network

Management

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM & Design

SCM

Energy

Financial

HCIT

Public Sector

IT SECURITY

Symantec Corporation SYMC $14,032 $15,827 85.1% 1.5% 59.1% (2.5%) (3.6%) 28.3% 2.2x 2.3x 6.6x 18.0x

Check Point Software Technologies Ltd. CHKP 13,109 14,387 89.9% 18.7% 60.4% 8.0% 8.6% 54.0% 8.6x 8.1x 15.0x 21.6x

FireEye, Inc. FEYE 7,248 7,646 88.4% 20.6% NA 130.3% 48.3% NM 15.2x 11.5x NM NM

VeriSign, Inc. VRSN 7,200 7,186 90.4% 26.4% 41.7% 4.3% 4.3% 62.0% 7.1x 6.8x 10.6x 20.6x

Fortinet Inc. FTNT 6,204 7,008 93.7% 64.5% 78.0% 25.6% 22.5% 9.0% 7.6x 6.6x 44.0x 378.6x

Trend Micro Inc. TSE: 4704 3,697 4,652 92.0% 4.0% 17.1% 6.8% 7.1% 34.4% 3.9x 3.7x 11.8x 25.6x

Proofpoint, Inc. PFPT 2,481 2,510 93.8% 70.0% 275.6% 40.6% 29.1% NM 11.8x 9.8x NM NM

Imperv a Inc. IMPV 1,829 2,071 98.1% 158.6% 134.9% 26.0% 26.0% NM 10.3x 8.9x NM NM

AVG Technologies N.V. AVG 1,514 1,408 93.5% 35.2% 109.1% (3.2%) 15.7% 31.0% 3.9x 3.5x 10.9x 29.1x

Qualys, Inc. QLYS 1,227 1,370 72.7% 57.2% NA 24.0% 24.1% 19.0% 8.7x 7.4x 43.9x 40.7x

Median $4,951 $5,830 91.2% 30.8% 69.2% 16.0% 19.1% 31.0% 8.1x 7.1x 11.8x 25.6x

DATA STORAGE

EMC Corporation EMC $51,851 $51,251 85.3% 0.2% 3.0% 5.4% 4.8% 22.9% 2.1x 2.0x 7.1x 19.9x

Iron Mountain Incorporated IRM 11,147 6,531 74.6% (12.6%) (5.9%) 1.6% (1.1%) 30.0% 6.0x 3.6x 11.9x 20.1x

NetApp, Inc. NTAP 5,786 9,625 72.1% (13.6%) (0.8%) (3.2%) (5.3%) 14.3% 0.9x 1.0x 4.0x 17.2x

Brocade Communications Systems, Inc. BRCD 4,355 4,934 91.7% 29.1% 141.0% 1.6% 1.7% 26.0% 2.0x 1.9x 6.8x 14.7x

Box, Inc. BOX 2,003 2,244 75.4% NA NA 62.0% 33.8% NM 8.5x 6.9x NM NM

Nimble Storage, Inc. NMBL 1,984 2,185 87.3% (8.7%) NA 68.1% 46.9% NM 7.9x 5.9x NM NM

Barracuda Networks, Inc. CUDA 1,921 2,108 84.7% 27.7% NA 18.7% 17.4% 2.2% 6.6x 6.1x 26.3x NM

CommVault Systems, Inc. CVLT 1,531 1,918 75.5% (13.7%) (14.4%) 3.6% 5.5% 8.4% 2.5x 2.5x 11.6x 74.8x

Carbonite, Inc. CARB 258 323 76.5% (1.3%) 32.1% 13.1% 12.3% NM 2.0x 1.9x NM NM

Median $2,003 $2,244 76.5% (5.0%) 1.1% 5.4% 5.5% 18.6% 2.5x 2.5x 9.3x 19.9x

26

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

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27

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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.

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HARRIS WILLIAMS & CO.

S&P Capital IQ.

PNC Capital Markets.

S&P LCD stats.

PitchBook.

HW&Co. proprietary transaction information.

SOURCES

DISCLOSURES

28


Documents

QUARTERLY SOFTWARE SECTOR REVIEW 2Q 2015