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GT - Where is the smart money going in Technology?


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Our recent survey of 40 private equity and venture capitalist investors active in the UK technology sector reveals their expectations for the sector over the next 12 months and some of the key issues and opportunities affecting the market, including financing market conditions, exit appetite and competition for deals.

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GT - Where is the smart money going in Technology?

  1. 1. Where is thesmart money goingin Technology?
  2. 2. ContentsMethodology 1Introduction 2 MethodologyUK technology sector in review 3 Grant Thornton engaged IE Consulting, theSurvey findings 7 research arm of private equity (PE) publication 1. What will investment levels look like? 7 unquote”, to canvas the opinions of 40 PE and 2. What will the most significant obstacles be for UK technology businesses? 8 venture capital (VC) practitioners with experience 3. Which sub-sectors are most attractive for investment? 10 of investing in the UK technology sector. All answers were confidential and unattributable. 4. Where will competition for deals come from? 13 Where responses by PE and VC firms have been 5. What will the main exit strategy be for private equity backed investments? 16 split, unquote” defines a PE firm as one which 6. Challenges for UK technology businesses 20 has an interest in buyouts. unquote” has applied definitions from information on investor company 7. Opportunities for UK technology businesses 23 websites. The deal data in this report is accurate upClosing thoughts – Growth on the horizon? 29 to the end of the third quarter of 2012.About us 30 Where is the smart money going in Technology? 1
  3. 3. Introduction Wendy Hart Head of Technology Grant Thornton UK LLPAs financial advisors to the technology The technology sector has been a shining light in an equity investors have about future investment in the UK otherwise subdued private equity market in 2012. technology sector, with venture capitalists being moreindustry, we are constantly encouraged We decided to review the sector in-depth to understand bullish than private equity firms. However investors allby the opportunities and growth more fully the strength and sustainability of current see opportunities in the market.potential the sector offers private private equity appetite, and to explore what they see Indeed, the technology team at Grant Thornton as the growth areas as well as the major obstacles for has continued to be very active, completing more thanequity. Technology has managed to UK technology. To help us examine these issues, we 20 mid-market transactions over the last 18 months.perform well, even through challenging conducted research amongst 40 private equity and venture Working with dynamic technology companies both intimes, with innovative sub-niches capitalist professionals, who gave us their candid views on the UK and internationally, our deep sector knowledge the sector. coupled with strong relationships with the investoryielding prime targets for investors and Respondents were asked to give their opinion on a community means we are ideally placed to add value andtrade buyers alike. number of issues, including the investment landscape deliver successful transactions for our clients. and prospects for the technology sector, the key We hope that you find this report useful and look technology growth areas going forward, as well as their forward to supporting you in your ambitions for growth. own firm’s investment strategy moving forward. The findings highlighted the mixed feelings that private Key findings • Over half of the respondents (57.5%) expect the level • Competition for the right technology deals is intense, • 93% of respondents believe the main exit strategy of private equity investment in the UK technology sector with a balanced universe of trade and financial for private equity backed investments in the UK to increase over the next two years, with 10% of those buyers, both domestic and international. technology sector will be a trade sale over the next expecting it to increase greatly. • Two thirds say they expect the major competition year; only 23% expect to see a sale to other financial • Cloud and Managed Services are the top two sub- for deals to come from other UK private equity firms investors as an option. sectors for investment. with a quarter citing UK trade buyers. Perhaps • Any recovery in the IPO markets for private equity • Many see the financing environment and Eurozone surprisingly only 23% saw overseas buyers as the exits still seems more of a hope than an expectation, uncertainty as being significant obstacles for UK prime competitors. with only 8% seeing this as a credible option over the technology businesses over the next two years. next 12 months.2 Where is the smart money going in Technology?
  4. 4. UK technology sector in reviewOver the past few years, the funding Overall private equity activity in UK technology £45.3mlandscape has continued to present 160 £4,691m 5,000a challenging environment for 4,500 140businesses looking to grow. However, £16.5m 135 4,000technology has remained an active 120 126 3,500market for investment, outperforming £10.7m £27.8m Value of deals (£m) 100 Number of deals £9.5m £6.7m 3,000other sectors. 88 97 89 96 £15.8m 2,500 80 £2,142m 79 £2,032mPrivate equity professionals experienced high levels of 60 2,000deal activity between 2007 and 2008, but 2009 onwards £2,031m £56.9m 1,500 £1,668msaw activity decline sharply, with many deals being put on 40 £960m 46 £798mhold. A number of those deals have gone on to 1,000be completed, but the downturn forced the market to 20 5,00 £572madapt to a significant lack of bank finance, a situation 0 0that has persisted and given rise to an increase in 2005 2006 2007 2008 2009 2010 2011 Q3 2012alternative funding solutions. Source: unquote” Volume of deals Deal value £m £ Average deal value (Deals with disclosed values) The defining factor in deals leading up to the crashof 2008 was the ability to leverage investee businesses In today’s market the mathematics of investment The market has settled down sufficiently now to yieldhighly using bank debt. During 2006 and 2007 bank debt have changed. Private equity houses are still completing a persistent, though lower level of deal activity. With deallevels of up to 12 times earnings were not uncommon. transactions but with much lower levels of external debt volumes oscillating around 60%–70% of the 2008 peak,This allowed private equity firms to acquire businesses at and a much more conservative approach in terms of the technology sector has fared better than most.high valuations but with only limited equity investment – which lenders they are comfortable dealing with. Many According to unquote” data, the combined technologyhence the feeding frenzy of leveraged deals. funds have flexed their deal structures to ease the lack of and telecommunications sector has consistently ranked bank debt in the market and this increasing flexibility has within the top two most popular sectors for early stage allowed a number of deals to complete which would not and expansion investment and within the top three have seemed possible back in 2009. for buyouts. Overall, for all types of private equity investment, the sector is second only to the broad industrials category.11 Source: unquote”. Private equity investments across all sectors 2005–2012 to date, October 2012. Where is the smart money going in Technology? 3
  5. 5. UK technology sector in review2012 has seen the return of private equity appetite for the has enabled private equity to compete on equal termslargest UK technology deals. However, this has required with trade buyers for the most attractive assets. Andy Morgansignificantly larger equity commitments from private In general, the UK only sees a handful of technology Partner, Corporate Financeequity houses compared with 2008 when mega-deals were mega-deals greater than $1 billion. Over the last 12 Grant Thornton UK LLPlast within the reach of private equity, and were backed months the deal tables were topped by HP’s $12 billionby significantly higher debt leverage. purchase of British software firm Autonomy in October “For UK technology firms looking for equity, early stage Overall, private equity has maintained a healthy 2011. Other mega-deals include British IT services giant remains difficult to finance, and is not as well developed30% share of the total UK transaction market in the Logica plc – which was acquired by Canada’s CGI Group a market in the UK or Europe as in the US. But as soontechnology sector in 2012.2 The overwhelmingly mid- Inc. for £1.7 billion in August 2012 and Vista Equity as you’ve proven the model and are in rollout mode, themarket characteristics of UK technology has kept deals Partners’ June 2012 acquisition of Misys for £1.27 billion. appetite is strong. If you are a business generating real profit, cash flow and recurring revenues, and have thefirmly within the ambit of most of the active funds and ability to scale, then £2-£3 million EBITDA puts you on the radar of a lot of PE houses, both specialistPrivate equity deals in UK technology by deal type and generalist.” Count of deal Year Deal type 2005 2006 2007 2008 2009 2010 2011 Q3 2012 Grand total Expansion 47 51 42 50 40 47 36 25 338 Oscar Jazdowski Early stage 17 25 59 52 31 23 12 5 224 Head of Origination Silicon Valley Bank Buyout 17 11 12 20 10 13 14 7 104 Secondary buyout (inc. partial) 3 6 6 1 1 6 8 5 36 Acquisition finance/Buy and build 1 3 3 6 4 5 9 3 34 “The technology sector is measurably doing better, both Buyin and buyout 2 1 2 1 1 1 8 in the UK and globally, looking at the revenue growth of the companies involved in the deals, and some of the Secondary purchase 1 1 1 1 1 5 exits we are seeing. And if you ask the man or the woman Seed 3 1 4 on the street, they will say that technology underpins the Turnaround/Restructuring 1 1 1 3 economy. The technology sector is here to stay, and will continue to play an important part in the UK’s recovery.” Grand total 88 97 126 135 89 96 79 46 756Source: unquote”2 Source: Thomson Reuters4 Where is the smart money going in Technology?
  6. 6. UK technology sector in review The market still has a high degree of fragmentation Wendy Hartwith a large number of specialist niche providers, and Head of Technologythis is creating real opportunities to capitalise on the Grant Thornton UK LLPaccelerating convergence across the industry through thedisciplined execution of buy and build strategies. “This is highly attractive to private equity investors “The Tessella deal serves to illustrate the way that many PE houses are developing innovative structures to bridgewith the right management team”, says Andy Morgan, their needs and those of vendors in a difficult market.Corporate Finance Partner at Grant Thornton. “They Mobeus offered the vendors a combination of cash,are increasingly looking to deploy more capital behind high interest loan notes and a retained equity stake.existing platforms in segments of the market they The vendor loan notes and those of Mobeus, togetherunderstand, where they can build a business of scale to with the investor stake and associated rights were equivalent in every respect. In a market where vendorsattract the interest of strategic trade buyers.” cannot secure a high interest return on the cash they Another key theme which has emerged this year is the realise at exit, this deal structure was sufficientlyreturn of public-to-private transactions, which account balanced to facilitate the MBO of the business.”for 30% of the top ten private equity deals in 2012. Misys,Kewill and Workplace Systems have all left the marketwith private equity proving a more compelling route togrowth and value for shareholders. CASE STUDY Levels of restructuring and distressed situation deals Tessellahave remained low – a reflection of some relaxation in Backgroundcorporate IT budgets as investment is required to drive Tessella is an IT services business, based in Oxfordshire, which provides outsourced software development capability to largebusiness change, reduce costs or ensure compliance. research and development projects within the public sector and commercial organisations. It boasts an impressive client list including the British Library, the JET project, GSK and Akzo Nobel. Tessella is a global business with offices in the UK, US andAndy Morgan comments, “Debt levels in the sector the Netherlands. Recruited staff, the majority of whom have PhDs from the world’s best universities, are equipped to utiliseare still generally low relative to other markets where their predominantly science and mathematics backgrounds in software development projects for commercial and researchtransaction activity was fueled by the excessive leverage of environments.2007/2008. There remains a backlog of transactions which Solutionare likely to filter through in 2013 and 2014 as capital Grant Thornton advised the shareholders of Tessella on the sale of the business to its management team backed by Mobeusstructures start to unwind and refinancing requirements Equity Partners. Grant Thornton took the deal opportunity to Mobeus, recognising both a cultural fit and the advantages of aprovide the catalyst for a liquidity event.” tried and tested Mobeus deal structure for the circumstances of Tessella and its stakeholders. Result The transaction values the business at £18 million and enables the founder, Kevin Gell, to move away from day-to-day management while retaining a key position within the business and on the Board. Where is the smart money going in Technology? 5
  7. 7. UK technology sector in reviewTop ten private equity deals in UK technology, 2012 – year to date Target Target sub-sector and business Equity lead Equity lead Vendor type Deal type Est. deal description country value (£m) Wendy Hart Head of Technology Misys Software – banking and investment Vista Equity Partners US Public to private Buyout 1,270 Grant Thornton UK LLP sector Vertu Telecommunications equipment – EQT Partners UK Foreign parent Buyout 160 handcrafted luxury phones “In terms of leverage, there is a gap between the US market and what we are seeing in the UK and Europe: Kewill Software – trade and logistics Francisco Partners US Public to private Buyout 103 Debt capacity in the US is greater than here by a couple of turns of EBITDA. BigHand Software – digital dictation workflow Bridgepoint UK Institutional investor Secondary 49 software Development Capital buyout To illustrate this, take the £103 million buyout of logistics software firm Kewill in July 2012. The competition came Autologic Software – automotive diagnostic ISIS Equity Partners UK Institutional investor Secondary 46 from two US PE-led bidders, Francisco Partners and software products buyout Symphony Technology Group, both of which have a UK presence. The Francisco Partners-led deal was financed Workplace Software – workforce management LDC UK Public to private Buyout 41 Systems by Wells Fargo, and Silicon Valley Bank, which is indicative International that US style financing is starting to transition over to the UK and European markets.” Mimecast Software – unified email management Insight Venture Partners US n/a Expansion 39 solutions funding CSL DualCom Telecommunications equipment – dual Bowmark Capital UK Institutional investor Secondary 32 path, security alarm signalling devices buyout SkyDox Software – Cloud-based document Scottish Equity Partners UK n/a Expansion 20 collaboration software funding Metronet Telecommunications equipment – LDC UK Institutional investor Secondary 15 data infrastructure buyoutSource: unquote”. Deals with disclosed values.6 Where is the smart money going in Technology?
  8. 8. Survey findings1. What will investment levels look like?What do you expect to happen to the level of private equityinvestment in the sector over the next two years? Prospects for investment in technology50.0% over the next two years look good. 57.5% of respondents expect the level45.0% of private equity investment in the UK technology sector to increase over40.0% the period.35.0% Breaking these figures down, VCs are the most positive about the sector, with 70% of VC respondents saying that30.0% investment will increase versus 52% of PE respondents saying the same.25.0% Investors have rediscovered their appetite for 47.5% technology assets. A lot of technology businesses are now more attractive for financing, particularly for PE and20.0% banks, compared with a few years ago. There are still the same financing realities, with banks15.0% 27.5% setting a high quality threshold and wanting to limit their exposure, so successful deals will likely require10.0% either a club or a multi-bank deal for anything over £20-£25 million. 12.5% 5.0% 10% 2.5% 0.0% Increase Increase Remain Decrease Decrease greatly the same greatly Percentage of respondents Where is the smart money going in Technology? 7
  9. 9. Survey findings2. What will the most significant obstacles be for UK technology businesses?Respondents see Eurozone uncertainty of years. Recognising the obvious linkage between the Another adds: economy and the funding environment, the challenge of(64.8%), the financing environment fund raising in the current environment is nonetheless a “While the financing environment is still difficult, it is relatively better in 2012.”(53.8%) and falling consumer spending more tangible and immediate concern with over half of Generalist PE Investment Professional(42.1%) as being significant obstacles respondents acknowledging this. “Whilst the financing environment remains a challenge for One of the respondents comments:for UK technology businesses in the transactions generally, the technology sector has fared better than other sectors. However, there is an ever-increasing pool of “Our ecosystem is under threat, fund raising is really two years. The actual landscape of fund supply has changed dramatically. money being made available to the sector – with a growing There is a dual market with the multiplication of early stage VCs, number of non-UK funds and corporates looking for investmentsUnsurprisingly, the economic backdrop, notably the but a very small number of big players who tend to sweep most, and acquisition opportunities, together with a more flexibleongoing uncertainty in Europe and the lack of consumer if not all, of the capital allocated to this category.” approach by existing funds using alternative capital structuresconfidence are perceived to be key challenges for Specialist VC Investment Partner to achieve returns.”technology businesses in the UK over the next couple Mo Merali, Head of Private Equity, Grant Thornton UK LLPHow significant do you consider the following to be, as obstacles to UK technology businesses in the next two years?60.0%50.0% 48.6%40.0% 45.9% 45.9%30.0% 33.3% 31.5% 26.4% 26.4%20.0% 24.2% 24.3% 20.5% 20.5% 20.5% 21.2% 18.4% 18.1% 18.4% 18.1% 17.6% 16.2%10.0% 13.5% 13.5% 13.1% 10.5% 9% 8.1% 8.8% 8.1% – 2.9% 2.5% 0.0% Highly significant Significant Mildly significant Not really significant Insignificant Financing environment Taxation Falling consumer spending R&D innovation issues Regulatory environment Eurozone uncertainty8 Where is the smart money going in Technology?
  10. 10. Views from the banksSilicon Valley Bank (SVB) Barclays“At SVB, we focus on the technology, life science, “Particular sub-sectors that are currently showing strong Piers Deppe Relationship Director, Technology, Media andcleantech, private equity and venture capital industries. growth are Data Centres, IT Services, fast growing Telecoms team, Corporate Banking, BarclaysTwo of our major approaches to financing include online businesses, and in particular, as this report hasgrowth capital; which involves providing working capital highlighted, Cloud-based finance growth in the IT sector, and acquisition When assessing whether to lend to businesses in the “With the technology industry continuing to demonstratefinance; where we work with PE firms, complementing technology space, we would expect the client to be able sustained growth, the outlook for the sector is positive.”their equity. Regarding working capital, we provide to demonstrate recurring revenue, an agile operating costinvoice discounting, receivables finance, cash flow base which can be moved in-line with revenue growthlending, and something that has grown popular lately: or negative pressure, and the ability to protect theirSoftware as a Service (SaaS) revenue lending. This is based profitability margin.on a subscription revenue model, and involves lending With the current challenging market conditions, themoney based on a company’s future recurring revenues. development of new products and services to support In lending ahead of the curve, we try to look at a business growth and investment is important. Barclayscompany that is selling a service, product or software, is participating in the Bank of England’s Funding forthat has become deeply embedded into their customers; Lending Scheme, resulting in us being able to offerfor example, a payment system to a large retailer like Cashback for Business - a loan that provides yourTesco, which has been rolled out across 440 stores. organisation with an immediate cash injection of 2% of The other type of financing we are heavily involved the loan amount*.”with is working with private equity firms where we Piers Deppeprovide senior debt on top of the equity that they are Relationship Director, Technology, Media and Telecoms teaminvesting in a business in order to buy a company, or take Corporate Banking, Barclaysit private or fund an acquisition. For example, we helpedprovide the senior debt financing for the US PE firm * Available on term loans of more than £25,000 for three years or longer, your business receives an upfront cashback payment on the day the loan is drawn down.Francisco Partners, which has a UK presence, when itrecently took the technology business Kewill Ltd privatefrom being a public company.”Oscar Jazdowski, Head of Origination, Silicon Valley Bank Where is the smart money going in Technology? 9
  11. 11. Survey findings3. Which sub-sectors are most attractive for investment?When asked which sub-sectors they expected to present “The findings of the research serve to illustrate the speed of low energy solutions in the IT market. In 2010 ‘Bring Your Ownthe most attractive investment opportunities 92.5% of change in the technology sector and the pace with which new Devices’ was an undefined trend and mobile payments technology business models and trends can take hold both in the wider still bleeding edge while defining Cloud in any meaningfulrespondents said Cloud was an attractive sector with 50% market and in terms of investor appetite. When we produced an operational way was beyond most. How things have changed inplanning to make an investment within the next equivalent report to this in 2010, the focus of investors was on three years.”two years. One respondent adds: ‘green technology’. Now the concept of green IT has become less Wendy Hart, Head of Technology, Grant Thornton UK LLP“SaaS is exciting but Cloud is really the big trend at the moment relevant as the move from ‘Capex’ models to ‘Opex’ models and– everyone talks about it and wants to invest in it. Virtualisation is the preponderance of Cloud has subsumed a specific focus onalso something we look at. We are looking at rising stars, notstart-ups but companies that can already return a profit.”Generalist PE Investment Manager Which niches within the UK technology sector do you expect to represent particularly attractive investment opportunities over the next two years? But they also see huge investment opportunitiescoming from technology firms that can store and analyse 60.0%‘Big Data’ (unstructured information generated by,for example, social networking or consumer buying 50.0% 55%behaviour). 52.5% 50% Investors also see growth potential in mobile enterprise 47.5% 40.0% 45%applications and voice and data convergence. One 42.5% 42.5%respondent adds: 30.0% 35%“The mobile data services directed to individuals are likely to 32.5% 30% 30%increase significantly. Mobile and desktop platforms are really 27.5%going to be in demand in the next two years.” 20.0% 25% 25% 25%Specialist VC Investment Director 17.5% 10.0%Green IT however has fallen out of favour with only 10%of respondents planning to invest compared to 39% in 10% 7.5%our previous report published 2010. 0.0% Cloud Managed services Mobile enterprise Green IT Storage and Mobile security solutions Infrastructure Attractive and plan to make an investment Attractive but no plan to invest Not attractive10 Where is the smart money going in Technology?
  12. 12. Survey findings The UK technology sector is diverse, with a particular A review of Grant Thornton’s deals over the past Security and risk management also proved to be hardyfocus on web and mobile software, niche technologies, 12 months shows clients in many of these hot areas of perennials, with clients that include Bytes Technologyand managed services. PE firms continue to be attracted technology. For example, there were deals that involved Group, Commidea and Intelligent Data technology businesses which enable growth in web- managed services and Cloud specialists such as Iomart, “Software remains the dominant focus for deal activity in therelated technologies. Consequently, there has been Selection Services, and the £27 million institutional buyout UK technology sector. Software is truly back in vogue and a realsignificant activity in technology sub-sectors such as of Onyx Group. Grant Thornton also advised Darwin hotspot – taking a record 70% share of the UK deal activity inCloud, virtualisation and SaaS, which are all technologies Private Equity on its £50 million management buyout of 2012.”that drive down costs and create business efficiencies for the managed hosting services company Attenda. Andy Morgan, Partner, Corporate Finance,end users. Grant Thornton UK LLP Whilst the UK technology sector still encompasses Private equity deals in UK technology by sub-sectortraditional technologies such as storage, databases,networking and Enterprise Resource Planning (ERP) Count of deal Yearsoftware, it has been reinvigorated by newer web-centric Sub-sector 2005 2006 2007 2008 2009 2010 2011 Q3 2012 Grand totalsolutions. Software 31 41 52 65 45 57 44 32 367“We have seen significant growth over the last couple of years in Internet 15 19 32 19 13 9 6 2 115service provision: specifically SaaS, Cloud, outsourcing, andshared services. The IT services marketplace has matured, with Business Support Services 8 8 9 10 9 6 12 6 68the services becoming much more secure, which has increased Telecommunications Equipment 14 11 9 6 8 6 4 4 62adoption at all levels. Furthermore, these technologies are Mobile Telecommunications 5 4 10 11 4 7 4 1 46enabling end-user businesses to hand over their non-core IT Electronic Equipment 7 8 8 9 5 4 41operations, and feel comfortable doing so, which is driving growthin the sector.” Computer Services 3 3 4 5 3 3 7 28Phil Keown, Head of Technology Risk Services, Computer Hardware 5 2 2 3 3 15Grant Thornton UK LLP Fixed Line Telecommunications 1 7 2 1 2 1 14By volume, the most active technology sub-sectors for Grand total 88 97 126 135 89 96 79 46 756investment over the last two years have been software, Source: unquote”business support services, Internet, and telecomsequipment. Where is the smart money going in Technology? 11
  13. 13. CASE STUDY Onyx Group Background Established in 1994, Onyx is an operator of data centres, business continuity centres and a provider of Cloud computing services and was listed in The 2011 Sunday Times Tech Track 100 which monitors the faster growing technology companies in the UK. The Company with annual revenues of circa £15 million, has its headquarters in Stockton-on-Tees and ten sites across the UK including London, Glasgow, Edinburgh, Newcastle, Teesside and Sheffield. Deal Grant Thornton advised ISIS Equity Partners (ISIS) on the institutional buyout of Onyx Group Limited (Onyx). In addition to funding the £27 million purchase price, ISIS has committed a further £15 million in fire power to fund further growth, enhancing Onyx’s geographical footprint and its ability to provide wider ‘on the doorstep’ services to existing customers. Ian Marwood, Corporate Finance Partner at Grant Thornton says, “This deal is an excellent example of private equity’s appetite for managed services companies with recurring revenue models, and the ‘hot’ data centre sub-sector. The market offers great opportunities for further growth.” Result The deal will help Onyx to push ahead with its ambitious plans to grow the business. To date, Onyx has completed six acquisitions over the past few years which has seen its customer base grow to over 2,000 clients. It has expanded its geographical reach across the UK and developed new services and products that are tailored specifically to meet the needs of mid-sized businesses in niche vertical markets such as the professional services and financial sectors. Mark Advani of ISIS commented: “Technology is making off-site hosting of data easier and more cost effective. The Onyx management team has done a great job of building a diverse, high service level provider of data storage and business continuity services with its existing investors.” Route 112 Where is the smart money going in Technology?
  14. 14. Survey findings4. Where will competition for deals come from?Competition for good technology One of the drivers of M&A in the UK technology sector is the acquisition of niche technology or capability by Steve Perkinsdeals will be fierce over the next 12 larger corporates. While trade valuations over the last Head of Technologymonths. Two thirds of respondents three years have typically been constrained for all but Grant Thornton USsay they expect this competition to the most strategic assets, to the extent that PE have consistently outbid trade for mid-market assets over thatcome from UK private equity firms. period, specialist services and innovative business models “The UK will see increasing interest from US PE firms in the technology sector. Part of the reason is that US technologyAround a quarter of PE professionals are starting to attract premium valuations again – from PE PE firms are raising larger funds and finding it increasinglysee trade buyers, both domestic and and trade buyers alike. difficult to locate good investment opportunities in the US, In general, it is the larger-scale UK and European so they are branching out. These trends are magnifiedinternational, as playing a significant assets that are attracting the attention of US PE houses, through the portfolio companies because the UK tends to be their second largest market. As these portfoliorole in the investment landscape. which tend to play in an area where they can deploy companies look to grow and acquire, they are naturally north of $50 million of equity, and more realistically focusing on the UK where they already have a presence north of $100 million. A good example of this is Vista and are familiar with the market. This is especially Equity Partner’s acquisition of Misys plc. prevalent in the business application software sector.” Route 2 Where is the smart money going in Technology? 13
  15. 15. Survey findingsFrom which of the following do you expect to see increased competition for UK technology deals in the coming 12 months? Chris Hodges70.0% Investment Director Business Growth Fund plc60.0% “The Business Growth Fund provides SMEs with long-50.0% term capital of between £2 million and £10 million in return for a minority stake. In the 12 months since we40.0% launched, we have invested over £35 million in five companies operating in the software, telecoms and 66.6% digital media sectors. We are particularly attracted to30.0% ambitious management teams with platforms that exploit the explosion of new consumer devices, and the resulting20.0% changes in the way we work, shop and use our leisure time.” 25.6% 23%10.0% 20.5% 12.8% 7.6% 5.1% 5.1% 2.5% 2.5% 0.0% UK PE firms UK trade Trade buyers Business PE firms from US VC SWF3 Corporate LPs doing 4 Large angels buyers from outside Growth Fund outside the UK investors ventures direct deals the UK Percentage of respondents3 Sovereign Wealth Funds4 Limited Partners14 Where is the smart money going in Technology?
  16. 16. CASE STUDYBytes Technology GroupBackgroundGrant Thornton advised the shareholders of Security Partnerships Limited on its sale to Bytes Technology GroupLimited. Based in Reading, Security Partnerships is a leading IT security specialist providing managed services andsolutions to many corporate and public sector organisations. Security Partnerships has annual revenues of circa£10 million, the majority coming from recurring revenue streams through long standing customer relationships.SolutionGrant Thornton ran a competitive auction process and received a number of offers from interested parties whichdelivered maximum value to the shareholders. The shareholders chose to work with Bytes Technology Group dueto its pragmatic and commercial approach throughout the process. Two of the shareholders will remain withinsenior positions in Security Partnerships under Bytes Technology Group ownership, reflecting their confidence in theenlarged entity.ResultThe acquisition will enhance Bytes Technology Group’s capabilities, widening its current software offering to nowinclude implementation and support services to customers. Where is the smart money going in Technology? 15
  17. 17. Survey findings5. What will the main exit strategy be for private equity backed investments?The majority of PE professionals What do you believe will be the main exit strategy for private equity firms in the UK technology sector over the next 12 months? Wendy Hartsurveyed (93%) said they believe the Head of Technology 100%main exit strategy for private equity- Grant Thornton UK LLPbacked firms over the next 12 months 90%would be a trade sale, with a smaller “There was a point in the cycle where investors were prepared to defer consideration of future exit options. Innumber (23%) saying it would be sale a consistently rising market and on the back of leveraged 80%to another financial investor. structures, it was assumed that there would always be a profitable exit available. In this market it is incumbent on 70% management teams who are seeking investment to beOnly 8% said the exit would be via an IPO. Although very clear about the potential exit routes for an incomingthis indicates some hope for IPOs versus sentiment in the 60% investor and to articulate their business plan in context ofprevious few years, it also indicates major reservations an ultimate realisation.”about the appetite of institutional investors and the 50% 93%inherent risks of a stock market flotation. For many, another PE deal or a trade sale provides a 40%better, and lower risk route to value. 30% 20% 23% 10% 8% 0% Trade sale Sale to another IPO financial investor Percentage of respondents * Respondents were able to choose more than one answer16 Where is the smart money going in Technology?
  18. 18. Survey findings Actual exit route for UK PE backed technology assets Philip Secrett Partner, Capital Markets 90.0% Grant Thornton UK LLP 90% 80.0%“UK equity markets continue to suffer from a lack ofconfidence which means equity investors are still sitting 70.0%on their hands and adopting a wait and see attitude. Withonly a handful of new technology IPOs taking place on 60.0%UK equity markets in the past 12 months, the perception 61%is that the US is the destination of choice with a flow of 57%large high profile tech IPOs. 50.0%To address this issue, the government recently called 48%upon the FSA for a relaxation of certain perceived barriers 40.0%for technology companies going public in the UK. Themost significant being a lowering of the shares in publichands threshold from 25% to something as low as 10% – 30.0%a change targeted at the investment banking communitywho see the 25% threshold as too high a hurdle for them 26% 20.0%to ‘get an issue away’ in current markets, driving the 21% 22%migration of listings to US markets that already prescribe 16% 17%the lower 10% threshold. 10.0% 15% 12%And whilst the US can certainly cite several large 1%high profile technology IPOs, a number of which have 5% – 5% 4% 0.0%witnessed spectacular declines in their share price 2005-2007 2008 2009-2011 Q3 2012post float, the UK market can evidence quality, if at a Source: unquote” Trade sale Secondary buyout IPO Othersmaller scale, rather than quantity with the recent IPOs ofWANdisco and Perform Group currently sitting at shareprices double their launch price.” Whilst the overwhelming investor expectation remains that strategic trade buyers will provide the most likely route to value on exit, reality shows a far more varied picture. In 2008, trade buyers truly dominated the landscape, accounting for more than 90% of the exit transactions for UK private equity investments in technology. This position has progressively normalised, returning to a more typical 50% level in 2012 as confidence has returned to the secondary buyout market. The options for exit today are well balanced, with both trade and private equity providing real and Route 1 credible alternatives for good quality assets at competitive and strategic valuations. A more aggressive return of appetite in the public markets for technology IPOs in Europe would complete the picture. Where is the smart money going in Technology? 17
  19. 19. Survey findingsValuations and appetite Some PE houses have however steered clear of the eye- watering valuation metrics for pure play SaaS businesses Andy MorganThere is distinct value polarisation across the technology with scale. In deals involving traditional technologies, Partner, Corporate Financesector. Over the last 12 months, the average transaction Grant Thornton UK LLP value can often be generated through synergy drivenvalue for private equity and trade acquisitions in the IT plays, where you can take a lot of cost out of the backServices sector has been less than eight times EBITDA office through outsourcing, or web and Cloud-based– which in itself represents a premium to equivalent “Evidence from the deals that are getting done, suggests delivery models. Many PE houses have focused instead valuations have been holding up very well. In the ‘hot’valuation metrics on the public markets, reflecting the on more mature businesses with an established customer segments, such as SaaS and broader Cloud services,availability of synergies for trade and the attractiveness of base and recurring revenues driven by a traditional license we have not seen any decline in valuations and in certainmanaged services platforms for private equity. segments, we have noted a step-up. Data centres are a and maintenance model. These platforms are frequently Hosting assets have also consistently attracted strong good example of this, as are certain areas of fin-tech, mid-market or sector focused with real and deep verticaldouble digit EBITDA multiples, whilst valuations of five which are receiving premium pricing from trade and PE market expertise. investors. For marginal deals, it is not a valuation issueto six times revenues have appeared almost common placefor quality software businesses with scale and a genuine per se, they are just not getting done.”‘SaaS’ model. The bottom line is that competition is fierce forattractive assets in areas where pricing is strong, withCloud and SaaS leading the way, and many private equityhouses are prepared to pay handsomely for them.18 Where is the smart money going in Technology?
  20. 20. CASE STUDYGyron InternetBackgroundHertfordshire based Gyron Internet Limited (Gyron), a fast growing data centre infrastructure specialist, was founded byRobin Balen in 2000. Since then Gyron has enjoyed significant growth in the fast growing mission critical IT space.Gyron is now one of the UK’s leading providers of data centre services with a strong blue chip customer base supportingwell known global IT and media groups.SolutionGyron was acquired by NTT Communications (NTT), based in Tokyo, Japan. Grant Thornton advised the shareholders ofGyron on the sale.ResultTim Blois, Corporate Finance Director at Grant Thornton, said, “Our brief was to deliver a solution which provided thebusiness with funding to support its future growth, as well as advising the shareholders on how best to maximise thevalue of their investment. We were able to secure the option of a significant external investment package. However, itwas no surprise to see a major overseas strategic acquirer such as NTT showing such strong interest.” Where is the smart money going in Technology? 19
  21. 21. Survey findings6. Challenges for UK technology businessesPrivate equity reservations about technology Social media aside, one investor comments: “Because Cloud is attractive, competition is tough and prices can Richard JoyceWhilst private equity sees numerous opportunities in be unrealistic or towards the higher end of the spectrum.” Associate Director, Performance Improvementtechnology, they also have some reservations about the Grant Thornton UK LLP Specialist PE Investment Managersector, emerging technologies and the quality of thecompanies involved in the sector. In general, there is a real wariness amongst private Some investors are wary of what they perceive to equity in investing prematurely, with one explaining: “The deal landscape has changed over the last few a new social networking bubble. One private equity We have been asked to provide much more assurance “We tracked some of our companies for more than two years and diligence on the technology, and the technologyprofessional explains: before investing. We are looking at good companies with a solutions that target businesses are employing.“For every Facebook, there are so many in the graveyard. good price.” Consequently, the demand for our operational technologyThe social media game is really popular right now, but you can do Generalist PE Investment Professional due diligence services has grown, whether that meansvery badly at it. It’s important to check opportunities carefully and looking at the target business’ IT products or solutions,not invest solely based on trend.” Many investors share this view, and argue that UK or the technology being used by a non-tech business, butSpecialist PE Investment Manager technology firms frequently have poor business and one which is very tech-enabled. It might be a media firm, management skills, and a lack of entrepreneurial flair and a retail business or a professional services firm, whoseAnother says: even technical expertise. revenues are driven by business process management software (BPM), for example.”“Social media is now something of the past, as IPOs such as As a result, there is a demand from privateGroupon or Zynga are one of a kind. I’m really confused about equity firms for better technology, commercial andhow these businesses can be valued at such a high price. management due diligence. And on the other side, theyCould there be a pricing bubble for social media companies?” are looking for good business and sales know-how asGeneralist PE Investment Director well as technical expertise and a killer proposition from prospective targets.20 Where is the smart money going in Technology?
  22. 22. Survey findingsThe challenge of scalability What the sector needs is more risk takers, and a culture- change that fosters entrepreneurs, private equity Wendy HartA secondary concern for private equity is the ability of professionals feel. Head of TechnologyUK companies to scale, compared with those overseas, Grant Thornton UK LLPparticularly in the US. “It all comes down to the culture of the country. People have to be willing to take risks, be challenged and not wait for any form of“There aren’t many successful UK stories compared to support. There is clearly a lack of entrepreneurs in the UK.”US companies.” “The challenges to scaling UK technology businesses Generalist PE Investment ManagerGeneralist PE Investment Director rapidly has been a thorn in the side of the industry for However, one of the greatest strengths of the UK years. There is a real opportunity here for PE housesAnother respondent says: with the skills, expertise and vision to really help UK technology sector is its innovation, and this is what will technology businesses grow internationally. Capability in“Our businesses need more scale. They need to reach their drive the sector forward. this area is becoming an increasing differentiator in thecritical mass, the middle size that they currently lack. Also the UK choice of investor for management teams.”economy needs to be more stimulated for the sector to thrive.Right now a lot of early stage companies in some niches don’t getthe necessary funding.”Specialist VC Investment Director“There’s a lack of larger investment before the company makesany revenue or pre-profit. In the UK, a company needs to growfar more than in the US to attract investment. The US technologymarket is 10 times bigger than the UK market. In the UK,companies clearly lack time to develop and reach scale.”Specialist VC Investment Director Where is the smart money going in Technology? 21
  23. 23. Survey findingsChallenges in securing investment steps that management teams and shareholders can take in order to position themselves effectively for investment orFor business owners who require growth funding or an acquisition, even in this challenging market. Entering theexit in the coming year, one of the greatest challenges is market with a degree of realism about deal multiples, dealthe much increased risk aversion of both private equity structures and timetables is important.houses and trade buyers. Vendors who don’t appreciate the characteristics of a With access to capital more restricted than it has private equity-led deal in the current market are likely tobeen in recent years, investment directors and business be both disappointed and frustrated by the realities, anddevelopment directors are extremely cautious. This this can quickly sour relationships – turning a deal whichmanifests itself in two key ways. could have been coaxed to completion into one which First, there is an ever tighter set of criteria which fails. Preparing your business intelligently to go to marketdefines a business as an attractive investment or is more important now than ever.acquisition opportunity. This tends to relate to what thatbusiness has already delivered rather than, as one might “Due diligence in private equity deals is a very exhaustive process, and has become more so in recent times. Onexpect, what it is able to deliver going forward. Better a technology deals the due diligence focus is very much more onbusiness delivering sustainable but unexciting profits than the security of the IP, extent of customer dependency on theone with an erratic trading record and an exciting piece service/software, the quality of revenue streams with minuteof intellectual property. For the latter, private equity and attention paid to the security, retention and sustainability of thetrade are likely to prefer to wait for the case to be proven. revenues, coupled with basis of accounting, and most critically Second, the process of investment or acquisition has cash conversion. Investors and buyers are also much more particular on their choice of specialist advisers they use for duebecome elongated by the need to cover off every aspect diligence on technology deals, as knowledge and experience isof risk in due diligence and legal drafting. Whereas deals vital to provide the edge.”used to take an average of six months to conclude, they Mo Merali, Head of Private Equity, Grant Thornton UK LLPare in general, currently taking much longer even whenthere is clear will to complete on both sides. There are22 Where is the smart money going in Technology?
  24. 24. Survey findings7. Opportunities for UK technology businessesInternational opportunities In practice, this means that three quarters of those surveyed have no plans at all to push beyond existing Steve PerkinsThe UK is still an excellent location from which to grow Head of Technology markets. This is a concerning statistic when you considerbusiness internationally for corporate acquirers, and Grant Thornton US the comparatively huge opportunity in the fast-growing,current exchange rates deliver better value than a few tech-friendly economies of India, China, Brazilyears ago. The challenge for UK technology businesses is and Israel. “Access to a large market is clearly an advantage for USto look beyond the UK mid-market, and demonstrate thattheir solutions can translate successfully to international • Of those with plans to invest 18% were planning companies in the start-up phase. However, the US market is open to foreign competitors. I have often found thatmarkets. domestic investment (UK). foreign technology companies do not seem to have the Over the last five years, volatility in the global market • The Netherlands is the most likely country to be US technology partnerships and network needed to reallyhas inevitably had an impact on the volume of cross- invested in over the next 12 to 18 months by penetrate the US market.”border deals taking place. respondents who at present do not invest there (33%). The volume of investment by UK technology • The US, Italy, Germany and France are also likely to becompanies into emerging technology markets such as investment targets (all at 25%).India, China, Brazil and Israel has remained relativelylow, dropping off entirely in 2010, but seeminglyreturning with renewed vigour in 2011. Our analysis of reported deals shows the US, Germanyand Australia have consistently been the most popularcountries for outbound M&A from the UK. As part of our UK Technology Expansion Reportpublished in April 2012, we asked 50 UK mid-markettechnology companies about their plans for futureinvestment. 26% planned to invest in countries wheretheir business already has a presence and a further 50% Route 1have no plans for investment at all. The remaining 24%planned to branch out into new markets. Where is the smart money going in Technology? 23
  25. 25. CASE STUDY JAOtech Background JAOtech is a leading manufacturer of patient equipment and point of care terminals for hospitals. It is headquartered in Surrey and has offices in Taiwan, The Netherlands, The US and Germany. Solution Grant Thornton advised the shareholders of JAOtech on their acquisition by Barco NV, a Belgian technology company listed on NYSE Euronext. Rupert Rawcliffe, Corporate Finance Director says, “The deal highlights the continued attractiveness of British niche high tech product manufacturers to global technology groups and also demonstrates the continued appeal of the Healthcare sector as an area of continued long-term growth.” Result The acquisition of JAOtech helps Barco to strengthen their position as a market leader in healthcare visualisation and in the patient point of care sector, whilst enabling JAOtech to achieve its growth potential with the support of a global backer. Warren Kressinger-Dunn, CEO of JAOtech said, “Hospitals around the world are starting to consider the enormous potential of patient bedside entertainment and communication systems. This agreement allows us to capitalise on Barco’s leading position in the healthcare industry, which will definitely help us to expand our reach in the marketplace and become a world player in healthcare.”24 Where is the smart money going in Technology?