A Closer Look At The Second Largest ... - Momentum Partners

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Jun 12, 2016 - Advanced web and cloud security ... +. Network. Security. Cloud. Respond Rapidly to. Security Incidents.
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acquires

A Closer Look At The Second Largest Cybersecurity M&A Transaction In History   Advisors & Dealmakers In Cybersecurity.

Momentum Partners, LLC

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Symantec Acquires Blue Coat In Second Largest Cybersecurity Transaction Symantec Not Only Acquires Blue Coat, Acquires CEO In A $4.65B All Cash Deal. Transaction Overview

Blue Coat Overview 6/12/2016

Date: EV / LTM Rev:

7.8x

EV / LTM EBITDA:

NM

Acquires

HQ: Sunnyvale, CA // Founded: 1996 CEO: Greg Clark (Now CEO of Symantec) Customers: 15,000

Network

Security

+

Private Equity Support:

In December 2011, Thoma Bravo acquired Blue Coat and took company private for $1.3B. In March 2015, Bain Capital acquired Blue Coat from Thoma Bravo for $2.4B.

Platform Capabilities

Cloud

+

Protect Cloud and OnPremise Assets

Protects enterprises and its users from cyber threats

Enterprise Security

$4.65 Billion

§  §  § 

Advanced web and cloud security Encrypted traffic management Network performance and optimization

§  Silver Lake makes an additional $500M investment into Symantec (doubling their investment to $1B) §  Bain Capital to reinvest $750M to help fund the deal §  Additional $2.8B raised in the form of debt for acquisition Source: Company press releases and websites, 451 Research.

Defend Against Advanced Threats

Manage Encrypted Traffic

Optimize Network Performance

Leverage Cloud to Protect the Cloud

Top 5 Cybersecurity Transactions by Value

Transaction Funding §  Symantec acquires Blue Coat for $4.65B in an all cash deal

Respond Rapidly to Security Incidents

Date Announced

Deal Value ($B)

EV / LTM Rev

August 19, 2010

$7.7

3.4x

June 12, 2016

$4.7

7.8x

February 9, 2004

$4.0

14.3x

July 23, 2013

$2.7

10.7x

March 10, 2015

$2.4

3.8x

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Acquirer

Target

The Market Continues To Value Scale, Predictability, & Profitability Symantec’s Acquisition of Blue Coat Is A Prime Example. 9.0x Proofpoint $2,631 mn

Check Point $14,461 mn

8.0x

EV / Revenue 2016E

Palo Alto Networks $11,670 mn

CyberArk $1,527 mn

$3,073 mn(1)

7.0x

Splunk $7,526 mn

6.0x Fortinet $5,794 mn

Qualys $1,121 mn

5.0x

Imperva $1,260 mn

4.0x AVG $989 mn

3.0x

Barracuda $774 mn

Trend Micro $4,695 mn

F-secure $466 mn

2.0x MobileIron $273 mn

1.0x

Imprivata $349 mn

FireEye $2,567 mn

Mimecast $582 mn

Rapid7 $588 mn

R2 By Quarter Current: 22.2% Q4: 29.2% Q3: 63.2%

Q2: 68.4%

0.0x 0%

5%

10%

15%

20%

25%

2015-16E Revenue Growth High Growth Cybersecurity

Low Growth Cybersecurity

(1) Note: Size of the bubble indicates Market Cap (Equity value in the case of Blue Coat). In USD; Market data as of June 15, 2016. Source: Capital IQ.

2

30%

35%

40%

Strategic Moves For Competitive Advantage Accelerating The Landscape Of Buyers For Cybersecurity Companies Has Expanded Over Time. Notable Deals By Sector

Cybersecurity  

IT

IT

PE

       

Defense

       

Industrial

ISP

Defense

1/16: $275M / 6.9x

11/15: $280M / NA

10/15: $400M / 7.5x

11/15: $78M / NA

10/15: $71M / NA

4/15: $1.9B / NA

10/15: $453M / NA

7/15: $190M / NA

10/14: $233M / 3.0x

Industrial / IoT

ISP

PE

1/16: NA / NA

10/15: $9M / NA

8/15: NA / NA

7/15: NA / NA

4/15: $200M / 3.3x

Most Active Acquirers 12/14: $710M / 6.0x

7/14: NA / NA

Source: Momentum Partners.

3

4/15: $786M / 3.6x

3/15: $2.4B / NA

Cybersecurity M&A: A Closer Look At Deal Value & Multiples The Combination of Blue Coat’s Deal Value & Valuation Multiple Are ‘Rare Air.’ M&A By Deal Size

M&A By Valuation Multiples (EV / LTM Rev)

55%

35%

48%

50%

30% 30%

45%

85

40%

27%

26%

25%

35% 30%

18% 24

Median Deal Size For >10x

$247M

25%

27

24

20%

15%

20%

16

16% 13%

15% 10%

10%

11%

29 23

19

5%

7%

6%

12

11

22 5%

11

0% >$0M - $50M

$50M - $100M

$100M - $250M

$250M - $500M

$500M - $1B

0%

$1B+

§ 

The median exit enterprise value for Cybersecurity exits since 2010 is $65M

§ 

M&A exits in Cybersecurity are typically below $100M – 60%+ of the time

§ 

Exits above $1B are quite rare representing 6% of all deals (3 public, 6 private and 2 spin-out)

§ 

Contemplated transactions are increasingly falling into two categories:

>0.0 - 3.0x

§  § 

5.0x - 10.0x

10.0x+

Valuations for M&A exits in Cybersecurity vary for many reasons – growth, market leadership, scale, customer validation, technology and team Exits >10x are a small minority (18%) where the buyers are typically ‘cash rich’ and willing to pay ‘what it takes’ (median cash balance of the buyers at time of acquisition was $2.2B and median market cap was $17.9B)

§  Transformational (a la Symantec/Blue Coat)

Buyers

§  Opportunistic (rationalizing valuation and cooling funding markets) Source: Momentum Partners, 451 Research, Capital IQ.

3.0x - 5.0x

4

The Security M&A Chessboard Major Moves Will Be Made Post Symantec / Blue Coat. The Top Targets (2016E Revenue $M)

The Top Consolidators (Cash Balance $B) $105.3

$793.6

$63.5

$501.0 $425.3

$56.1

$336.8

$15.3

$303.6

$14.9

$211.0

$9.0

$197.8

$6.0 $2.8

§  All considered IPO candidates (> $75M in Revenue)

$1.4

§  Each likely seeking $1B+ exit

$1.1

Network/Endpoint Security MSSP Web Security Application Security IAM Vulnerability Management Cloud Security Application Security IAM Advanced Endpoint Security

§  Backed by Vista Equity (Fund V: $5.7B) & Raytheon ($2.6B Cash)

The Wild Cards

Source: Momentum Partners.

Advanced Endpoint Security

The Wild Cards

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CYBERscape: The Cybersecurity Landscape The Security Sector Is Dynamic And Vast. Infrastructure Security

Endpoint Security

Application Security

Network Firewall

Network Monitoring

Endpoint Prevention

WAF & Application Security

Intrusion Prevention Systems

Unified Threat Management

Endpoint Detection & Response

Vulnerability Assessment

Messaging Security

Web Security

Managed Security Service Provider

Industrial / IoT Security

Security Operations & Incident Response

Threat Intelligence

Mobile Security

Data Security

SIEM

Cloud Security

Security Incident Response Specialized Threat Analysis & Protection

Transaction Security

Risk & Compliance

Source: Momentum Partners.

6

Identity & Access Management

15  

Advise.

Network.

Invest.

Momentum Partners, L L C  Momentum Capital Markets, LLC 340 Brannan Street | Suite 501 San Francisco, California 94107 Michael Tedesco Executive Chairman [email protected]

Eric McAlpine Managing Partner [email protected]

Petros Kitsos Senior Advisor [email protected]

Timothy Lipton Partner [email protected]

Keith Skirbe Director [email protected]

*Securities offered through Momentum Capital Markets, LLC, a division of Financial Telesis Inc. Member FINRA/SIPC.

Dino Boukouris Director [email protected]