LEONIS CREDENTIALS & SERVICES
▪ Leonis solely focuses on providing M&A and Growth Capital advisory services to both high-growth and well- established technology and technology services companies
▪ Leonis core areas of focus include:
▪ Sell-side M&A: represent companies looking to be acquired by a strategic or go through a fulsome liquidity event with a financial sponsor
▪ Capital Raises:
• Majority Equity Raises: Recapitalizations from private equity & growth equity firms who understand the sector and will be able to partner with management to inject capital and provide expertise to maximize the company’s growth
• Minority Equity Raises: Equity investments from private equity and strategic partners who bring capital and market expertise to bear
▪ Retained Advisory Services: strategic guidance to assist management in maximizing firm value ahead of a potential liquidity event, as well as manage inbound offers and solicitations
FIRM OVERVIEW
▪ Bankers with over 50 years of combined experience in bulge bracket Wall Street firms and Middle Market
▪ Team has executed over 105 M&A, restructuring and capital raising deals with cumulative transaction values over $170 billion
▪ Team executed eight deals in the last twelve months with an 85% close rate
▪ Deep knowledge of strategic and financial buyers with a proprietary database of more than 4,200 private equity investors and 1,800 strategic acquirers
▪ Team with experience advising, operating and investing in businesses within the firm’s core areas provides an unbiased view of how “the other side” will look at a deal
Business Principles, Tools, and Techniques in Participating in Various Types...
Robert Koven Leonis Partners 4th Quarter 2017 IT Services Analysis
1. LEONIS PARTNERS: 4RD QUARTER 2017 IT SERVICES ANALYSIS
A NALY SIS O F I T S ERVIC ES VALUAT IONS & K EY DRIVERS IN PUB LIC AND PRIVAT E MARK ET S
2. LEONIS PARTNERS
EXPERIENCED IT SERVICES ADVISORS
▪ Leonis solely focuses on providing M&A and Growth
Capital advisory services to both high-growth and well-
established technology and technology services
companies
▪ Leonis core areas of focus include:
▪ Sell-side M&A: represent companies looking to be
acquired by a strategic or go through a fulsome liquidity
event with a financial sponsor
▪ Capital Raises:
• Majority Equity Raises: Recapitalizations from private
equity & growth equity firms who understand the
sector and will be able to partner with management to
inject capital and provide expertise to maximize the
company’s growth
• Minority Equity Raises: Equity investments from
private equity and strategic partners who bring capital
and market expertise to bear
▪ Retained Advisory Services: strategic guidance to assist
management in maximizing firm value ahead of a
potential liquidity event, as well as manage inbound
offers and solicitations
For more information or inquiries, please contact us at
info@leonispartners.com
2
TECHNOLOGY SERVICES TOMBSTONES
FIRM OVERVIEW
▪ Bankers with over 50 years of combined experience in bulge bracket
Wall Street firms and Middle Market
▪ Team has executed over 105 M&A, restructuring and capital raising deals
with cumulative transaction values over $170 billion
▪ Team executed eight deals in the last twelve months with an 85% close
rate
▪ Deep knowledge of strategic and financial buyers with a proprietary
database of more than 4,200 private equity investors and 1,800 strategic
acquirers
▪ Team with experience advising, operating and investing in businesses
within the firm’s core areas provides an unbiased view of how “the other
side” will look at a deal
Has Acquired
LEONIS CREDENTIALS & SERVICES
Has Been Acquired By
Equity Capital Raise Equity Capital Raise
Has Been Acquired By Has Been Acquired By Has Acquired Has Been Recapitalized
By
3. LEONIS IT SERVICES INDEX
Q4 2017 INDEX SUMMARY
▪ Leonis’s proprietary IT Services Index is comprised of 34
publicly traded IT Services companies
▪ These 34 companies make fall into four distinct verticals:
‒ IT Consulting Services
‒ Managed Services
‒ Management Consulting
‒ Value-added Resellers (VARs)
▪ The Leonis IT Services Index is an equally-weight index
• In 2017, the Leonis IT Services Index increased 36.9% and
registered robust performance across the board
• Trading and transaction multiples in every subcategory were
up on a year-over-year basis
• VARs registered the largest increase in multiples in 2017
• Key growth drivers and trends emerging in 2017 were:
• Robust private equity interest and strategic M&A driving
valuations to multi-decade highs
• AWS continuing to prevail in shift to cloud infrastructure
• Continuing need for UI/UX talent resulting from corporate
digital transformations and mobility needs
• ServiceNow (NOW) prevailing in the IT Service Management
market as companies are looking for solutions to hybrid cloud
and on-prem infrastructure
3
IT SERVICES PERFORMANCE
IT SERVICES EBITDA MULTIPLES OVER TIMETHE LEONIS IT SERVICES INDEX
Source: Pitchbook, Leonis Proprietary Transaction Database, Federal Reserve Economic Data.
Note: Market Data as of 12/31/2017.
(20.00%)
(10.00%)
0.00%
10.00%
20.00%
30.00%
40.00%
50.00%
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-16
Oct-16
Nov-16
Dec-16
Jan-17
Feb-17
Mar-17
Apr-17
May-17
Jun-17
Jul-17
Aug-17
Sep-17
Oct-17
Nov-17
Dec-17
Leonis IT Services Index Nasdaq Index
9.8x 9.7x
9.7x
9.8x
10.4x 10.4x
10.2x
10.7x
10.8x
9.0x
9.5x
10.0x
10.5x
11.0x
4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17
Avg. EV/EBITDA Multiple
5. ▪ IT Service valuations are highly correlated to
profitability, especially at the gross margin level
▪ The distribution of EV/Rev multiples is skewed by
Managed Service providers but is centered at ~1.5x EV/
Revenue with average gross margins rates centered
around 25% - 30%
▪ Regression of bucketed average gross margins exhibits
direct correlation with valuation multiples, yielding an R-
squared of .92, extremely high for financial statistics
5
KEY INDUSTRY KPIS(1)
THE IMPORTANCE OF GROWTH IN VALUATIONS
RECENT TRENDS AND OBSERVATIONS
VALUATIONS ALIGNED TO GROSS MARGIN PROFITABILITY
▪ When companies are grouped into ranges, 92% of the change in the
valuation is driven by a change in the average gross margin for the
bucketed companies (as shown to the left)
▪ When companies are ungrouped, Leonis analysis produces an R-
squared of .54 when regressing companies’ gross margin versus their
EV/Revenue multiple. A similar analysis for EBITDA produces and
R-squared of .49. While a comparable analysis for year-over-year
growth produce only a .09 r-squared (as shown below)
▪ The net take-away is clear: in the IT Services Industry, the level of
profitability, on average, is a far more critical determinant of value
Source: Pitchbook and Leonis Proprietary Transaction Database.
Note: Market Data as of 12/31/2017.
(1) Excludes Equinix & Limelight Networks
EV / EBITDA VS. TOP- LINE GROWTH
7 7
5
3
2
8
12.7%
26.9%
25.9%
34.0% 34.5% 35.4%
y = 0.1249ln(x) + 0.1453
R² = 0.921
0%
10%
20%
30%
40%
0
3
6
9
12
15
<0.5x 0.5x -1.0x 1.0x -1.5x 1.5x -2.0x 2.0x -2.5x 2.5x+
EV/Revenue Median Gross Margin Log. (Median Gross Margin)
R² = 0.087
R² = 0.5401
R² = 0.4936
(20%)
(10%)
0%
10%
20%
30%
40%
50%
60%
70%
80%
0.0x 1.0x 2.0x 3.0x 4.0x 5.0x
YoY Revenue Growth Gross Margin EBITDA Margin
7. 7
KEY OBSERVATIONS
RELEVANT TRANSACTIONS
IT CONSULTING
TRADING & PRECEDENT MULTIPLES
Source: Pitchbook and Leonis Proprietary Transaction Database.
Note: Market Data as of 12/31/2017.
IT Consulting includes the following company tickers: CTSH, INFY, WIT, TECHM, EPAM, SYNT, TTEC, GLOB, VRTU, ICFI, HURN, PRFT, HCKT, PFSW, EDGW, CTG.
IT CONSULTING
▪ Transaction multiples in the IT Consulting landscape continue to
remain robust as strategic interest remains strong with growing
interest across all size ranges from private equity funds (see
Apollo/West and HIG Capital / NIC transaction)
- Transaction multiples in this space are highly driven by gross
margin for financial buyers and by the type of talent being
acquired for the strategic buyers
- Vertically-focused IT Consulting businesses still receive a
premium relative to their generalist peers
▪ Best in-class providers are posting high thirty percent to mid forty
percent gross margins
▪ Q4 saw a pronounced uptick in trading and transaction valuations
Date
Announced Target Acquirer Deal Size
EV / EBITDA
Multiple
11/30/17 Aricent Altran Technologies $2,029.7 14.43x
10/10/17 West Apollo Global Management $2,000.0 8.44x
08/14/17 NCI H.I.G. Capital $283.0 15.98x
04/27/15 iGATE Capgemini North America $4,600.8 17.90x
Average EV/EBITDA Multiple over last seven years: 12.20x
10.6x 10.6x 10.6x 10.5x
10.8x
10.1x
9.5x
10.3x
10.9x
15% 14% 15%
14% 13% 13%
11% 11% 11%
33% 33% 33% 33% 33%
32%
33% 33% 33%
10%
15%
20%
25%
30%
35%
8.0x
8.5x
9.0x
9.5x
10.0x
10.5x
11.0x
11.5x
4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17
EV/EBITDA EBITDA Margin Gross Margin
8. 8
RELEVANT TRANSACTIONS
MANAGED SERVICES
TRADING & PRECEDENT MULTIPLES
Source: Pitchbook and Leonis Proprietary Transaction Database.
Note: Market Data as of 12/31/2017.
Managed Services includes the following company tickers: EQIX, AKAM, JCOM, LLNW, INAP.
MANAGED SERVICES
KEY OBSERVATIONS
▪ Unlike the rest of their IT Service peers, Managed Services Providers
(MSPs) continue to trade publicly with an anchor to revenue-based
multiples, while in the M&A market MSPs receive valuations based
on a triangulation of EBITDA and Revenue based valuations
- This nuance is driven by the fact that these providers tend to
have highly predictable recurring revenue streams and often
tend to operate at gross margins meaningfully higher than
other IT Service subcategories
- In the M&A market, there is a tendency to place a revenue
multiple on the managed services revenue and an EBITDA-
based multiple on the non-recurring, project-based revenue
streams yielding a sum-of-the-parts valuation for businesses
that have both recurring and non-recurring revenue streams
Date
Announced Target Acquirer Deal Size
EV / EBITDA
Multiple
07/03/17 NCI H.I.G. Capital $289.2 9.61x
03/21/17 Cologix Stonepeak Infrastructure Partners $500.0 17.86x
11/07/16 Datalink Insight Enterprises $297.9 11.72x
11/03/16 Rackspace Apollo, Searchlight Capital $4,300.0 7.00x
Average EV/EBITDA Multiple over last seven years: 13.84x
4.2x 4.3x
3.8x
3.9x
4.3x
4.4x
4.7x
4.6x
4.7x60% 59% 60% 60% 60%
61% 61% 62% 62%
9% 9% 10% 10% 10% 10% 10% 11% 11%
8%
18%
28%
38%
48%
58%
68%
3.0x
3.2x
3.4x
3.6x
3.8x
4.0x
4.2x
4.4x
4.6x
4.8x
5.0x
4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17
EV/Rev Gross Margin YoY Growth
9. 9
RELEVANT TRANSACTIONS
MANAGEMENT CONSULTING
TRADING & PRECEDENT MULTIPLES
Source: Pitchbook and Leonis Proprietary Transaction Database.
Note: Market Data as of 12/31/2017.
Management Consulting includes the following company tickers: CAN, CRAI, FCN, NCI, RECN.
▪ Management Consulting businesses have seen some of the most
pronounced appreciation in their valuations in the last year, with the
average EV/EBITDA trading multiple rising from 9.3x at the end of
Q3 2017 to 11.7x at the end of 2017
- This run-up in valuations has been triggered to some extent
by upside surprises in earnings for many of the large players
in the last 12 months
- M&A activity has not been as active in this area as some of
the other IT Service subcategories, but the valuations have
been at the higher end of the spectrum when transactions do
transpire
- Indicative of scarcity of great assets in the space
MANAGEMENT CONSULTING
KEY OBSERVATIONS
Date
Announced Target Acquirer Deal Size
EV / EBITDA
Multiple
02/28/17 MediaLink Ascential $207.0 14.79x
11/02/16 Kurt Salmon Accenture $194.0 23.95x
10/31/16 AssetMark Huatai Securities $780.0 12.00x
11/30/15 SRA International Computer Sciences $390.0 9.23x
Average EV/EBITDA Multiple over last seven years: 10.54x
9.0x
9.4x
9.3x 9.3x
10.2x
10.6x
11.4x
11.1x
11.7x
11% 11% 12% 12% 12%
11%
10% 10% 10%
33% 33% 32% 32% 32% 32% 31% 32% 32%
9%
14%
19%
24%
29%
34%
8.0x
8.5x
9.0x
9.5x
10.0x
10.5x
11.0x
11.5x
12.0x
12.5x
4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17
EV/EBITDA EBITDA Margin Gross Margin
10. 10
RELEVANT TRANSACTIONS
VALUE-ADDED RESELLERS (VARS)
TRADING & PRECEDENT MULTIPLES
Source: Pitchbook and Leonis Proprietary Transaction Database.
Note: Market Data as of 12/31/2017.
VARs includes the following company tickers: NSIT, PLUS, BBOX, TECD, CDW, ALSN, CNXN, PCMI.
VALUE-ADDED RESELLERS (VARS)
KEY OBSERVATIONS
▪ Value-Added Resellers (VARs) have seen some of the most
pronounced run-up in valuations in the last 12 to 18 months
- In the public markets, robust overperformance has led to
higher profitability levels, yielding more cash on balance
sheets and higher valuations of these companies’ shares
- High valuation of stock and stockpiles of cash have led
strategic players to accelerate their consolidation of a
fragmented subcategory and, in turn, these acquisitions have
driven valuation multiples up meaningfully to all-time highs
- Private equity players have also driven up multiples as they
seek to find platforms and bolt-on acquisitions to execute
large-scale roll-up strategies
Date
Announced Target Acquirer Deal Size
EV / EBITDA
Multiple
09/29/17 OnX Cincinnati Bell $201.0 6.93x
02/27/17 Avnet Tech Tech Data $2,593.0 8.20x
01/06/17 Datalink Insight Enterprises $267.9 11.13x
09/01/16 Mphasis Blackstone Group $818.1 5.96x
Average EV/EBITDA Multiple over last seven years: 7.59x
6.8x 6.7x 6.7x
7.6x
8.0x
9.7x
10.1x
10.8x
10.0x
2%
1% 1%
3% 3%
4% 3% 3% 3%
15% 15% 15% 15% 15% 15% 15% 15% 15%
0%
2%
4%
6%
8%
10%
12%
14%
16%
3.0x
4.0x
5.0x
6.0x
7.0x
8.0x
9.0x
10.0x
11.0x
12.0x
4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17
EV/EBITDA EBITDA Margin Gross Margin