Tech 2017 M&A
Tech 2017 M&A
TABLE OF CONTENTS
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                                                                                                                                                                  Technology M&A   |1
 20132016 Global Technology deals announced, by volume                                        20152016 Global Technology deals announced, by volume
 Rank Advisor                                      Volume ($bn)              % share           Rank      Advisor                             Volume ($bn)               % share
 1       Goldman Sachs                                  515                   34%              1         Goldman Sachs                            410                     39%
5 Bank of America Merrill Lynch 327 22% 5 Bank of America Merrill Lynch 252 24%
                                         18
                                                                               16
10
            Buy-sides:                   9                                     6                                       3                                    0
            Sell-sides:                  9                                     10                                      7                                    6
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2   | Technology M&A
50%
                                                                                                                             43%
                  41%                                                                                                                                                      41%
                                                                37%            37%
                                                                                                             34%
30%
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                                                                                                                                                                  Technology M&A   |3
$481
                                                                     $246
                                                             $192            $462
                             $156        $172                                         $333
                                                    $136
                  $130
                                         $137                $152    $180                            3. Sponsors: traditional buyout
                  $75        $105                   $100
   U.S. #
   of deals1:      81        135         153         133     121     178      207     170
                                                                                                     4. Consolidation among low growth technology sectors
   U.S.
   median
   premium2: 43%             33%         41%        38%     46%      32%     30%      36%
                                                                                                                                             Services
       Semis                              Systems
        21%                                13%
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4   | Technology M&A
                      79                                                                       activist pressure
                                                                                  $4.7        Large enterprise software players expected to remain aggressive
                                                                                              Sponsors to continue both traditional buyouts and the new
                                                                                  $2.8         growth game
                      30                                                                        Shave Club)
                                                                                  $3.3        Asian buyers, with several mid-cap acquisitions, largely focused on
                                                                                                capturing multiple arbitrage
                                                                                  $0.8        Expectations for major platforms to pursue M&A following IPOs
Source: Dealogic as of December 31, 2016, includes rank eligible deals greater than $300mm where final stake > 80%
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                                                                                                                                                                  Technology M&A      |5
                             5.4x                                 5.2x
                                                                                                       3.9x
                                                                                                                                   3.4x
                                                                                                                                                                      3.1x
   IPO date:            October 5, 2016                     October 27, 2016                    June 22, 2016                  July 28, 2016                   September 22, 2016
   1-year forward
   revenue ($mm):            $158                                $157                                 $314                         $130                              $183
   1-year forward
   revenue growth:           28%                                 33%                                  29%                          30%                               18%
                                                                                                                                                                                42
                                                                                                                                     43                  38
                                                                                                                     29
                                                                          21                    19                   20                                  105                    101
                              9                   12                                            14                                   90
            7                                                             20
        3                     3                        13                                                            29
            3                 2                    5                      10                    17
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6   | Technology M&A
Technology premiums remain healthy1 Premium assets continue to draw outsized premiums
                                                                                                                            70%           67%
                                                                               36%                                                                      63%              59%     55%          51%
                                                                                       33%
                                 32%
                                                         30% 29%
                                         28%
                   25%
                                                                                                          Acquirer/
                                                                                                          target:
                                                                                                          Announcement      May 31,      April 18,      June 1,      Nov 20,     June 13,     May 2,
                                                                                                          date:              2016         2016           2016         2016         2016       2016
                                                                                                          1-year forward
                                                                                                                             25%           22%           26%             12%      20%          12%
                                                                                                          revenue growth:
Cloud/Apps Vertical software Security Legacy software Infrastructure Communication Big data analytics
# software transactions 11 10 7 6 4 3 2
# strategic 8 8 3 4 4 3 1
Mean FV/Rev 1-yr fwd 7.1x 4.7x 4.0x 2.6x 4.8x 3.4x N/A
# sponsor 3 2 4 2 0 0 1
Mean FV/Rev 1-yr fwd 6.4x 2.6x 3.9x 3.7x N/A N/A 3.7x
    Sources: Dealogic as of December 31, 2016, company filings and FactSet; includes rank eligible deals greater than $10mm
    1
      Represents median 1-month premiums for deals >$100mm involving a U.S. party
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                                                                                                                                                                   Technology M&A        |7
Activist campaigns resulting in settlement agreements1                                         Activist campaigns resulting in Board representation as a
                                                                                               % of completed campaigns1
96 98
                 79                                                                                                                       49%                        53%
                                                                                                              60%
                                                                                                                                          51%                        47%
                                                                                                              40%
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8   | Technology M&A
Software Business
       Operating Business
       Acquired by                    Acquired                        Acquired by                    Acquired by                     Acquired by                    Acquired by
       November 2016                  October 2016                    September 2016                 September 2016                  September 2016                 August 2016
       $3.0bn                         $3.6bn                          $3.3bn                         $1.2bn                          $65.7bn                        $1.0bn
       August 2016                    August 2016                     July 2016                      July 2016                       July 2016                      June 2016
       $9.8bn                         $4.7bn                          $1.0bn                         $6.2bn                          $9.1bn                         $23.3bn
Europe
       May 2016                       April 2016                      April 2016                     April 2016                      March 2016                     March 2016
       $18.2bn                        $4.5bn                          $1.9bn                         $3.6bn                          $1.4bn                         $5.8bn
       February 2016                  February 2016                   February 2016                  January 2016                    January 2016                   January 2016
       $36.6bn                        $4.5bn                          $5.8bn                         $7.4bn                          $2.2bn                         $1.9bn
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                                                                                                                                                                  Technology M&A   |9
Source: Dealogic as of 12/31/16, includes rank eligible deals greater than $300mm where final stake > 80%
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10   | Technology M&A
Source: Dealogic as of 12/31/16, includes rank eligible deals greater than $300mm where final stake > 80%
 Confidential & Proprietary to JPMorgan Chase & Co. Not to be Copied or Distributed without the Express Written Permission of JPMorgan Chase & Co.  2017 JPMorgan Chase & Co.
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                                                                                                                                                                  Technology M&A   | 11
Source: Dealogic as of 12/31/16, includes rank eligible deals greater than $300mm where final stake > 80%
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12   | Technology M&A
Source: Dealogic as of 12/31/16, includes rank eligible deals greater than $300mm where final stake > 80%
 Confidential & Proprietary to JPMorgan Chase & Co. Not to be Copied or Distributed without the Express Written Permission of JPMorgan Chase & Co.  2017 JPMorgan Chase & Co.
 All Rights Reserved.
                                                                                                                                                                  Technology M&A   | 13
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14   | Technology M&A
Source: Dealogic as of 12/31/16, includes rank eligible deals greater than $300mm where final stake > 80%
 Confidential & Proprietary to JPMorgan Chase & Co. Not to be Copied or Distributed without the Express Written Permission of JPMorgan Chase & Co.  2017 JPMorgan Chase & Co.
 All Rights Reserved.
                                                                                                                                                                  Technology M&A   | 15
Source: Dealogic as of 12/31/16, includes rank eligible deals greater than $300mm where final stake > 80%
Confidential & Proprietary to JPMorgan Chase & Co. Not to be Copied or Distributed without the Express Written Permission of JPMorgan Chase & Co.  2017 JPMorgan Chase & Co.
All Rights Reserved.