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Select Investment Banking Transactions BTIG Investment Banking delivers differentiated and personalized strategic advice and solutions, specifically designed to address clients’ most challenging and important business objectives. Led by seasoned professionals, we specialize in helping companies realize their full potential by identifying market opportunities and strategically integrating clients into our established network of decision makers and thought leaders. BTIG’s Software Investment Banking professionals help clients capture opportunities for growth, innovation, and transformation. Through personal relationships with companies and brands across security, application, and infrastructure software, we understand the industry landscape and deliver value-added solutions. This material was prepared for BTIG, LLC institutional clients and prospective institutional clients. Information contained herein from third-party sources is believed to be reliable, however, BTIG, LLC has not independently verified the accuracy of such information and does not make any representations as to the accuracy or completeness of any third-party information. This presentation is being provided for informational purposes only. Nothing contained herein should be regarded as a solicitation or recommendation to purchase, sell or trade any particular security, investment opportunity or to engage in any particular trading strategy. BTIG, LLC is broker-dealer registered with the U.S. Securities and Exchange Commission, and a member of FINRA and SIPC. BTIG Australia Limited, ACN 128 554 601, a member of ASIC and ASX, BTIG Hong Kong Limited, exchange participant of SEHK, licensed and regulated by the SFC, BTIG Singapore Pte Ltd, registered and licensed with MAS, and BTIG Ltd, a member of the LSE, authorized and regulated by the Financial Conduct Authority, are separate, but affiliated entities of BTIG, LLC. Unless governing law permits otherwise, you must contact a BTIG entity in your home jurisdiction if you want to use BTIG services in effecting a transaction. © 2019 BTIG, LLC. All Rights Reserved. Firm Highlights 18 Global Locations 600+ Employees Globally 3,000+ Institutional Clients 30+ Research & Strategy Professionals 360+ Banking Transactions Since 2015 #14 U.S. Equity Trading Commissions Generated 70+ Investment Banking Professionals $3.5B+ Aggregate M&A Transaction Value in 2019 Software Investment Banking Team BRETT FODERO Managing Director 212.738.6165 bfodero@btig.com COLIN LESTRANGE Director 212.882.2357 clestrange@btig.com MICHAEL KENNY Vice President 212.738.6162 mkenny@btig.com JT HERMAN Managing Director 415.248.5405 jherman@btig.com GAUTAM GARG Director 415.248.5407 ggarg@btig.com JOE PASSARO Managing Director 212.882.2347 jpassaro@btig.com Mergers & Acquisitions Software Coverage SOFTWARE INVESTMENT BANKING Equity Capital Markets 100+ Annual Corporate Access Events August 2018 $446,703,125 Follow-On Co-Manager September 2019 €139,750,000 Convertible Notes Co-Manager September 2019 $51,000,000 Private Placement Placement Agent August 2018 $200,000,000 Convertible Notes Co-Manager July 2018 $288,000,000 IPO Co-Manager March 2018 $221,000,000 IPO Co-Manager September 2019 Financial Advisor to WhereScape Has Acquired September 2019 $603,750,000 IPO Co-Manager October 2019 Financial Advisor to Monetate Has Acquired October 2019 $28,000,000 Series B Financing Placement Agent December 2019 $680,600,000 Follow-On Co-Manager June 2019 $703,800,000 IPO Co-Manager June 2019 $805,000,000 Convertible Notes Co-Manager May 2019 $8,100,000,000 IPO Co-Manager May 2019 Financial Advisor to Kyocera Has Acquired May 2019 $650,000,000 Senior Notes Co-Manager December 2019 Financial Advisor to Pivotal Merged with September 2019 $76,500,000 Follow-On Co-Manager April 2019 $250,332,000 IPO Co-Manager December 2018 Financial Advisor to Kyocera Strategic Investment in 2019 Public Markets Update Vertical Software M&A Notable 2019 M&A Activity Date Target Buyer Size ($M) EV / Revenue Jun-19 $5,744 8.8x Dec-19 $1,811 6.9x Mar-19 $1,700 10.0x Mar-19 $1,300 9.3x Nov-19 $580 11.6x Source: BTIG, Company filings, 451 Research, CB Insights, S&P CapitalIQ, and Pitchbook. (1) Vertical Software Index represents 18 public vertical software companies. (2) Overall Software Index represents 156 public software companies. (3) Rule of 40 defined as CY19 revenue growth plus CY19 free cash flow margin. Vertical Software Index – 2019 Performance (1) (2) Transactions ($M) Average EV/Revenue Buyer Type by Deal Count Notable 2019 Financing Activity Date Company Amount ($M) Total Raised Pre-Money Valuation Sep-19 $388 $448 NA Sep-19 $252 $275 NA Mar-19 $250 $499 $2,450 Dec-19 $200 $294 $10,000 Apr-19 $149 $227 $1,101 Vertical Software Index Valuation – 2019 EV / NTM Revenue (1) Vertical Software – Rule of 40 vs. Valuation (3) VERTICAL SOFTWARE MARKET 0% 20% 40% 60% 80% 100% Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Vertical Software Index Overall Software Index S&P 500 Index 6.4x 6.8x 7.0x 7.6x 7.3x 7.7x 7.7x 8.0x 7.6x 7.3x 7.6x 7.8x 6.0x 6.5x 7.0x 7.5x 8.0x 8.5x 9.0x Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 +72% +39% +29% Vertical Software Private Financing (Deals Greater than $10 Million) Transactions ($M) Average Deal Size ($M) Average Pre-Money Valuation ($M) 2019 YEAR IN REVIEW 3.1x 3.8x 3.9x 4.7x 5.0x 2015 2016 2017 2018 2019 76% 69% 59% 60% 64% 24% 31% 41% 40% 36% 2015 2016 2017 2018 2019 Strategic Financial JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC $1,604 $1,939 $2,482 $2,921 $5,692 47 78 75 90 114 - 20 40 60 80 100 120 - $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 2015 2016 2017 2018 2019 Deal Value Deal Count $34.1 $24.9 $33.1 $32.5 $49.9 2015 2016 2017 2018 2019 $214 $107 $51 $145 $345 2015 2016 2017 2018 2019 $21,094 $13,443 $14,532 $33,188 $19,171 297 336 286 344 292 - 50 100 150 200 250 300 350 400 - $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 $45,000 $50,000 2015 2016 2017 2018 2019 Deal Value Deal Count - 10% 20% 30% 40% 50% 60% 70% 80% 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x 18.0x 20.0x Rule of 40EV / CY2019 Revenue
