Piper Jaffray Software Activity Update November 2016 · This case study was prepared by Piper...

Piper Jaffray Software Team OverviewGlobal Reach

Our firm consists of 1,200+ professionals in 59 offices globally including Minneapolis (HQ), San Francisco, Charlotte, New York, Chicago,

Seattle, Boston, Aberdeen, London, Hong Kong and Zurich

Technology Team

Technology Office Locations: San Francisco, CA Minneapolis, MNNew York, NY Boston, MA

25 investment bankers focused on Software, Financial Technology, Tech-Enabled Services, BPO and

Internet & Digital Media

Recent Transactions

Michael KimCo-Head of Technology

Investment BankingApplication Software

[email protected]

Marc SteifmanCo-Head of Technology

Investment BankingInfrastructure & Security Software

[email protected]

Garin ArevianManaging Director

Vertical Applications & Tech-Enabled [email protected]

Jason Harkness Managing Director

Digital Media and Related [email protected]

Michael HirschManaging Director

Digital Media and Related [email protected]

Andy LivadariuManaging Director

Application [email protected]

Jason MylerManaging Director

Vertical Applications & Tech-Enabled [email protected]

Steven SchmidtManaging Director

Financial and Application [email protected]

Greg KlancherPrincipal

Infrastructure & Security [email protected]

Follow-On Offering

$107,036,250

Lead Bookrunner

has acquired

Undisclosed

Buy-Side Advisor

Follow-On Offering

$329,906,250

Co-Manager

Initial Public Offering

$77,280,000

Joint Bookrunner

$105,000,000

Sole Agent

Senior & Subordinated Debt

Offering

has been acquired by

Undisclosed

Sell-Side Advisor

Domestic Expertise

has been sold to

Undisclosed

Exclusive Financial Advisor

has received a significant investment from

Undisclosed


$115,000,000

Lead Manager

Convertible Offering

Undisclosed

has been sold to

Joint Advisor

$574,000,000

Follow-OnOffering

Co-Manager

Undisclosed

has been sold to


3PIPER JAFFRAY

Leading Industry Conferences and Events

• 50+ leading privately held software and internet companies

• 100+ leading technology growth equity and strategic investors

• 500+ one-on-one meetings between attending CEO's/CFO's and investors

30 senior representatives from leading software and internet companies, venture capital and private equity firms focused on the technology and business services sectors

15 of the highest growth late-stage private technology companies will have their own suite at the Rosewood Sand Hill as 15 of the top public and crossover investors visit for one-on-one’s.

Technology Growth Equity SummitSeptember 2017 | New York, NY

Technology Ski SummitJanuary 10–13, 2017 | Aspen, CO

Silicon Valley Technology Crossover Investor SummitMay 18, 2017 | Menlo Park, CA

4PIPER JAFFRAY 4PIPER JAFFRAY

Case Study: CallidusCloud (Nasdaq:CALD) Follow-on

Company Overview: CallidusCloud is a global leader in cloud-based sales, marketing, learning and customer experience solutions.

Through its leading SaaS platform, CallidusCloud enables its customers to accelerate their “Lead to Money” process with a suite of solutions that identify leads, train personnel, implement territory and quota plans, empower sales forces, automate configuration pricing and quoting, manage contracts, streamline sales compensation and capture customer feedback for competitive advantage

Investment Highlights: Large & Growing Market Opportunity –According to IDC, spending on CRM applications will reach $31.7

billion in 2018 with a projected cumulative annual growth rate of 6.9%. MarketsandMarkets estimates the learning management systems market will be $7.8 billion in 2018 and customer experience systems to be $7.1 billon

Market Defining Vision – CallidusCloud is positioned the highest in the leader’s quadrant for ability to execute based on the latest report from Gartner Inc.’s Magic Quadrant for Sales Performance Management. The Company has earned a number of recognition and a number of awards in 2016

Breadth & Depth of Platform –CallidusCloud’s end-to-end suite of applications solves various challenges faced by sales, marketing, learning and customer experience teams, which otherwise would require the purchase and use of multiple and disparate point applications

Expanding Customer Base – At the time of the transaction, the company had more than 4,800 customers, representing a 21% increase year over year. Of these customers, less than 400 subscribe to more than one product, representing a significant upsell / cross-sell opportunity for the platform within the installed base alone

Marketing Highlights: Piper Jaffray acted as the lead left bookrunner and stabilization agent on the transaction CallidusCloud was the first upsized technology follow-on under a $2bn market cap this year The 2-day domestic roadshow included approximately 70 accounts with a mix of 1-on-1 and group meetings

The book received early orders, indicating strong demand and ended over 2x oversubscribed on the first day of marketing.

By the end of the second day of marketing, the book was over 6x oversubscribed and the deal was upsized from 4.0mm shares to 5.1mm shares to satisfy investor demand

CallidusCloud priced at $18.25/share, or about 84% of its 52-week high compared to an average of 68%. The deal had a file-to-offer of -3.44% compared to an average of -14.10% for sub $2bn market cap technology follow-ons this year

On the first day of trading, CallidusCloud traded up 3.5% with over 10x the 30-day average trading volume, showing high interest and demand from investors post transaction

Transaction Overview

September 15, 2016

Joint Bookrunner

Follow-on Offering

$107,036,250

Offering Details

Offer Date 9/15/2016

Filing Date 9/13/2016

Filing Price $18.90

Offer Price $18.25

Shares Filed 4.0mm (0% insider)

Shares Offered

Upsized to 5.1mm shareswith 15% overallotment

option for 5.865mm shares total

Total Deal Size $107.0mm

Total Shares Outstanding

62,257,616

Market Cap $1,173mm

Use of Proceeds General Corporate Purposes

File-to-OfferDiscount

(3.4%)

1-Day Aftermarket Performance

3.5%This case study was prepared by Piper Jaffray Capital Markets and is intended to be provided with the final prospectus dated September 15, 2016Souces: IDC, MarketsandMarkets, GartnerDealogic, Company Filings, Bloomberg, Capital iQ & Piper Jafray ECM; Piper Jaffray & Co., Member SIPC and NYSE 9/16

Global Coordinator

5PIPER JAFFRAY 5PIPER JAFFRAY

Recent Technology Follow-ons

Recent Software IPO and Follow-On Performance

Source: DealogicData as of market close on November 11, 2016Includes all IPOs and FOs since 2014 greater than $20MM

Recent Software IPOs

PricingDate

IssuerPricing

to Range

Deal Value ($MM)

Mkt Cap ($MM)

Deal Val / Mkt Cap

CurrentMkt Cap ($MM)

% Selling Shrs

% Price FTO

Offer /30-Day

Offer /Current

11/1/16 GDS Holdings Ltd Below $193 $941 20% $908 0% (23%) NA (4%)

10/27/16 BlackLine Inc Above $168 $839 20% $1,179 0% 21% NA 41%

10/5/16 Coupa Software Inc Above $153 $866 18% $1,265 0% 20% 40% 46%

9/22/16 Apptio Inc Above $110 $597 19% $736 0% 14% 25% 20%

9/22/16 Gridsum Holding Inc Above $100 $373 27% $442 0% 13% 23% 14%

9/20/16 Trade Desk Inc Above $97 $688 14% $982 0% 20% 47% 41%

9/15/16 Everbridge IncIn

Range$104 $323 32% $410 17% 0% 30% 27%

7/28/16 Talend SA Above $109 $503 22% $698 0% 13% 61% 39%

6/9/16China Online Education Group

In Range

$52 $374 14% $253 0% 0% 3% (33%)

12/9/15 Atlassian Corp plc Above $531 $4,382 12% $2,059 0% 20% 29% 31%

11/18/15 Square Inc Below $279 $2,952 9% $4,183 5% (25%) 37% 32%

11/12/15 Instructure IncIn

Range$81 $425 19% $537 0% (6%) 27% 19%

6/25/15 Xactly Corp Below $65 $222 29% $409 3% (27%) (16%) 66%

6/25/15 AppFolio IncIn

Range$86 $388 22% $741 0% (8%) 23% 83%

6/18/15 MINDBODY IncIn

Range$100 $548 18% $812 0% 0% (11%) 43%

5/20/15 Shopify Inc Above $151 $1,265 12% $3,528 0% 31% 109% 133%

4/23/15 Apigee CorpIn

Range$87 $494 18% NM 0% 0% (8%) 2%

3/5/15 MaxPoint InteractiveIn

Range$75 $294 25% $58 0% 0% (23%) (83%)

1/22/15 Box Inc Above $201 $1,630 12% $1,989 0% 17% 35% 7%

12/11/14 Workiva IncIn

Range$101 $553 18% $629 0% 0% 14% 9%

12/11/14 New Relic Inc Above $132 $1,059 12% $1,862 0% 21% 47% 55%

12/11/14 Hortonworks Inc Above $115 $666 17% $559 0% 23% 69% (43%)

12/10/14 Momo IncIn

Range$248 $2,517 10% $3,878 0% 0% (11%) 62%

11/5/14 Upland Software IncIn

Range$46 $172 27% $150 0% (8%) (7%) (29%)

10/8/14 HubSpot Inc Above $144 $759 19% $2,060 0% 25% 47% 131%

Mean $141 $953 19% $1,264 1% 6% 26% 28%

Median $109 $597 18% $777 0% 0% 27% 31%

PricingDate

IssuerDeal Val ($MM)

Mkt Cap ($MM)

Deal Val /Mkt Cap

CurrentMkt Cap ($MM)

% SellingShdr

% Price FTO

Offer /30-Day

Offer /Current

9/15/16 Callidus Software Inc $107 $1,173 9% $1,063 0% (3.4%) 0% (8%)

8/16/16 Shopify Inc $330 $3,347 10% $3,528 33% (2.1%) 8% 4%

2/25/16 Sabre Corp $547 $7,659 7% $6,989 100% (1.7%) 1% (9%)

2/1/16 Hortonworks Inc $92 $568 16% $559 0% (42.7%) 26% (3%)

11/13/15 Paycom Software Inc $190 $2,622 7% $2,496 100% (5.0%) (11%) (1%)

11/4/15 Sabre Corp $779 $8,290 9% $6,989 100% (2.0%) 2% (15%)

9/24/15 Q2 Holdings Inc $111 $999 11% $1,288 78% (13.2%) (3%) 26%

9/24/15 Paylocity Holding Corp $128 $1,554 8% $1,720 100% (12.9%) 11% 13%

9/24/15 2U Inc $137 $1,559 9% $1,625 11% (11.7%) (32%) 2%

9/16/15 Paycom Software Inc $171 $2,316 7% $2,496 100% (6.5%) 6% 9%

8/5/15 Sabre Corp $510 $7,525 7% $6,989 100% (2.3%) 3% (7%)

7/8/15 Globant SA $114 $963 12% $1,534 100% (7.9%) 10% 57%

6/18/15SS&C Technologies Holdings

$743 $5,846 13% $6,320 0% 1.6% 6% 1%

6/10/15 CyberArk Software Ltd $344 $2,006 17% $1,781 82% (5.1%) (4%) (13%)

6/10/15 TubeMogul Inc $90 $558 16% $514 34% (8.1%) (13%) (11%)

5/20/15 Sabre Corp $718 $7,194 10% $6,989 100% (0.2%) (6%) (4%)

5/15/15 Paycom Software Inc $290 $2,290 13% $2,496 100% (7.6%) (1%) 15%

3/27/15 Globant SA $74 $625 12% $1,534 100% 2.7% 20% 141%

3/18/15 Zendesk Inc $223 $1,936 12% $2,342 12% (1.1%) 3% 8%

3/17/15 HubSpot Inc $175 $1,204 15% $2,060 79% (6.2%) 6% 56%

3/16/15 Mobileye NV $822 $9,199 9% $8,541 100% 10.6% 14% (7%)

3/12/15 Imperva Inc $135 $1,194 11% $1,317 0% (14.2%) 19% 3%

3/11/15 CyberArk Software Ltd $235 $1,700 14% $1,781 100% (18.4%) 15% 4%

3/4/15 Callidus Software Inc $69 $738 9% $1,063 0% (9.9%) (2%) 29%

2/26/15 Q2 Holdings Inc $116 $761 15% $1,288 71% (4.7%) 5% 63%

Mean $290 $2,953 11% $3,012 64% (7%) 3% 14%

Median $175 $1,700 11% $1,781 82% (5%) 3% 3%

6PIPER JAFFRAY

Software Stock PerformancePerformance in LTM Period and October Period – By Sub-Sector

Source: Capital IQNote: LTM Date between 11/12/16 and 11/11/16. YTD data between 1/4/16 and 11/11/16

SUB-SECTOR

Moderate Growth SaaS

Contact Center

Infrastructure / IT Management

Large-Cap Technology

HR Outsourcing

Human Capital Management

Security Software

CRM / Marketing

SaaS High Growth

BI / Data Analytics

YTD Performance

SUB-SECTOR




Contact Center

HR Outsourcing

Security Software


CRM / Marketing

SaaS High Growth

BI / Data Analytics

LTM Performance

(19.8%)

(5.3%)

(4.6%)

2.1%

4.6%

6.8%

8.8%

8.9%

13.5%

19.2%

4.6%

5.8%

8.0%

(16.8%)

(2.6%)

(2.4%)

6.3%

9.3%

11.8%

12.5%

14.8%

17.7%

20.6%

6.8%

7.5%

9.9%

7PIPER JAFFRAY

Comparable Public Software Comps (Valuation Metrics)

Source: Capital IQ

2016E EV/REV 2017E EV/REV

2016E Rev Growth 2017E Rev Growth

2.4x

2.9x

3.0x

3.2x

3.3x

3.3x

4.1x

4.1x

5.7x

6.2x

0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x


Contact Center

HR Outsourcing

CRM / Marketing

Business Intellgience / Data Analytics


Security


SaaS High Growth


2.1x

2.7x

2.7x

2.9x

2.9x

3.2x

3.6x

4.0x

4.8x

5.2x

0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x


CRM / Marketing

Contact Center

HR Outsourcing



Security


SaaS High Growth


2.4%

3.2%

5.8%

7.5%

7.8%

8.8%

9.2%

15.4%

26.7%

26.7%

0.0% 10.0% 20.0% 30.0%


Contact Center


Security

HR Outsourcing



CRM / Marketing

SaaS High Growth


5.3%

6.5%

7.0%

7.1%

10.4%

10.7%

15.8%

16.2%

23.2%

23.4%

0.0% 10.0% 20.0% 30.0%



Contact Center

HR Outsourcing

Security



CRM / Marketing

SaaS High Growth


8PIPER JAFFRAY

ADBE

AMBR

BNFT

BOX

BV

CALD

FLTXCSOD

DATA

ECOM

CRM

GWRE

HUBS

LPSN

MODN

MRIN

N

QTWO

NOW

PAYCPCTY

NEWR

SHOP SPLK

SREV

TEAM

TWOU

TYL

ULTI

VEEV

WDAY

ZEN

R² = 0.7456

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60%

EV

/ 2

017E

Rev

enue

Mul

tip

le

2017E Revenue Growth + FCF Margin

SaaS Valuation Framework

Source: Capital IQ as of 10/17/2016, Thomson Reuters, Company Filings

*Piper Jaffray estimate using EBITDA as proxy for FCF

EV / 2017E Revenue vs. 2017E Revenue Growth + FCF Margin

9PIPER JAFFRAY

Best & Worst Performing Software Stocks Top and Bottom 20 LTM Performers

Source: Capital IQNote: LTM Date between 11/12/15 and 11/11/16.

Bottom 20 Performers Top 20 Performers

24.2%

25.2%

26.0%

26.0%

26.8%

27.5%

29.7%

31.7%

34.3%

36.0%

36.2%

36.4%

39.6%

52.0%

52.4%

64.3%

73.7%

90.7%

157.4%

160.1%

AVG Technologies N.V.

Datawatch Corporation

Symantec Corporation

Software Aktiengesellschaft

Barracuda Networks, Inc.

Micro Focus International plc

VMware, Inc.

CyberArk Software, Ltd.

CommVault Systems, Inc.

Barrett Business Services Inc.

RealPage, Inc.

8x8 Inc.

LogMeIn, Inc.

Xactly Corporation

Tangoe, Inc.

Insperity, Inc.

WageWorks, Inc.

Varonis Systems, Inc.

Amber Road, Inc.

Five9, Inc.

(10.3%)

(13.8%)

(16.3%)

(19.7%)

(20.9%)

(23.0%)

(24.6%)

(24.6%)

(31.8%)

(35.2%)

(36.0%)

(36.6%)

(37.4%)

(39.8%)

(42.8%)

(43.6%)

(50.1%)

SPS Commerce, Inc.

Radware Ltd.

Callidus Software Inc.

Verint Systems Inc.

Jive Software, Inc.

Paylocity Holding Corporation

VASCO Data Security International…

Cegedim SA

Benefitfocus, Inc.

FireEye, Inc.

Parkit Enterprise Inc.

athenahealth, Inc.

H&R Block, Inc.

Marin Software Incorporated

eGain Corporation

Imperva Inc.

Tableau Software, Inc.

10PIPER JAFFRAY

Recent ReviewTransaction Activity

Source: Public news release articles

Mergers and Acquisitions

IPOs & Follow-Ons Private Placements

Salesforce Acquires Krux for $680M

Krux will extend the Salesforce Marketing Cloud’s audience segmentation and targeting capabilities to power consumer marketing with even more precision, at scale. In addition, Krux will feed Salesforce Einstein with billions of new signals, enabling companies to be even smarter about their customers.

Telenor Descartes Systems Group Acquires Appterra for $5.8Bn

By adding Appterra's technology and services, Descartes customers will have access to broader data integration capabilities for standardizing and automating buy-side and sell-side processes. Equally, Appterra's customers will now join Descartes' logistics community, presenting additional opportunities for trading partners to collect and share logistics data earlier in the business process.

EverQuote Inc., a Cambridge, Mass. - based insurance marketplace, has raised $23 million in Series B funding. Savano Capital Partners led the round, and was joined by Stratim Capital, Oceanic Partners and T Capital Partners.

Apttus, a San Mateo, Calif.-based provider of quote-to-cash solutions, has raised $88 million in Series D funding. GII led the round, and was joined by K1, ICONIQ Capital and KIA

Everwise, a software platform for talent development, has raised $16 million in Series B funding. Sequoia Capital led the round, and was joined by return backers Canvas Ventures and Webb Investment Network. The company has offices in San Francisco and New York

Coupa Software Inc., a San Mateo, Calif.-based cloud-based software platform that helps companies manage spending, achieve cost savings and drive profitability has raised $133.2 million during its IPO and priced above the range at $18 a share for the offering. The firm increased its IPO terms to 7.4 million shares being offered at between $16-$18 per share ( previously was 6.7m shares being offered at $14-$16).

Callidus Software Inc., a Dublin, Calif.-based cloud-based sales, marketing and learning software platform priced 5,100,000 shares of its common stock at a price to the public of $18.25 per share. The company was able to raise $107.0 million during its follow-on offering.

Criteo Acquires HookLogic for $250M

With HookLogic's acquisition, Criteo is adding a complementaryperformance marketing solution to its portfolio, focusing on deliveringmore value to brand manufacturers and retailers.

Elecosoft Acquires ICON for $2.93Bn

The acquisition is consistent with Elecosoft's strategy of investment inSaaS technology to grow its customer reach and strengthen itsposition as an international provider of innovative, market-leadingvisual software applications.

Intuit Acquires Bankstream for Undisclosed Amount

Bankstream’s strong relationships with financial institutions will helpIntuit's small business and accountant customers save time whenaccessing bank information and improve how they manage theirfinances with QuickBooks.

11PIPER JAFFRAY

Software M&A ActivityQ1 2014 – Q3 2016

Source: 451 ResearchNote: Software transactions greater than 10 million USD in enterprise value

# of Deals 48 55 48 45 47 54 50 49 29 42 38

$11,957 $12,062

$23,829

$9,861$11,740

$13,482

$22,438

$15,304

$18,421

$53,011

$33,046

4.2x

7.0x

5.2x

10.5x

5.6x

4.5x

5.0x

7.3x

4.7x

5.9x 6.1x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

$0

$10,000

$20,000

$30,000

$40,000

$50,000

$60,000

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2014 2015 2016

Total Deal Value Average EV / REV Multiple( USD in millions)

12PIPER JAFFRAY

Public Target M&A Activity in SoftwareQ1 2014 – Q3 2016


# of Deals 7 7 7 8 6 11 10 12 6 18 13

$3,070

$6,775

$12,690

$2,957

$6,125 $5,807 $6,967$9,085

$11,721

$40,761

$26,207

2.6x

6.2x

6.7x

2.6x

4.4x

3.1x

4.9x

3.3x

5.0x5.3x

4.9x

- x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

$0

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

$35,000

$40,000

$45,000

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2014 2015 2016


13PIPER JAFFRAY

Private Target M&A Activity in SoftwareQ1 2014 – Q3 2016


$8,887

$5,287

$11,139

$6,904

$5,615

$7,675

$15,472

$6,220 $6,700

$12,251

$6,839

4.6x

7.3x

4.9x

13.4x

6.0x5.0x

5.0x

9.3x

4.6x

6.5x7.2x

- x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

$16,000

$18,000

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2014 2015 2016

Total Deal Value Average EV / REV Multiple

# of Deals 41 48 41 37 41 43 40 37 23 24 25

( USD in millions)

14PIPER JAFFRAY

Strategic Public Acquirer M&A Activity in SoftwareQ1 2014 – Q3 2016


# of Deals 33 43 38 35 40 33 31 36 24 29 23

Notable Recent Announced Transactions ($ millions)

Acquirer

Target

Announcement Date 11/2/15 4/28/16 5/18/16 6/1/16 6/12/16 6/13/16 7/28/16

Deal Amount $1,100 $663 $871 $2,800 $4,650 $26,200 $9,300

EV / LTM REV2.6x 7.2x 4.0x 11.0x 7.8x 8.2x 10.8x

$6,722$9,583

$19,764

$5,289$8,247 $6,348

$11,302$7,040

$17,689

$40,912

$21,2824.9x

6.6x

5.2x

10.0x

6.4x 5.9x4.9x

9.1x

4.7x

6.9x

10.8x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

$0$5,000

$10,000$15,000$20,000$25,000$30,000$35,000$40,000$45,000

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2014 2015 2016


15PIPER JAFFRAY

Private Equity M&A Activity in SoftwareQ1 2014 – Q3 2016


# of Deals 8 7 6 5 5 12 9 8 5 10 7

Notable Recent Announced Transactions ($ millions)

$4,795

$2,360$3,600

$3,982

$3,388 $2,870

$9,543

$7,827

$732

$11,434

$5,478

1.7x

8.0x

4.6x

3.0x

3.8x 3.6x

3.7x 4.3x

- x

4.3x3.1x

- x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2014 2015 2016

Total Deal Value Average EV / REV Multiple

Acquirer

Target

AnnouncedDate 4/30/15 4/18/16 5/31 6/1/16 6/7/16 7/13/16 8/31/16 9/7/16

Deal Amount $438 $1,650 $,790 $509 $3,000 $544 $1,400 $2,200

EV / LTM REV3.2x 8.0x 7.9x 3.5x 4.2x 4.4x 3.3x 6.8x

( USD in millions)

16PIPER JAFFRAY

Private Placement ActivitySoftware Private VC / PE Summary: Q1 2014 – Q3 2016


$2,810

$4,337

$1,407

$2,111

$5,883

$1,589

$3,320

$2,097

$3,306

$4,963

$2,695

112

133

121

145

136

164 161

143151

143133

0

20

40

60

80

100

120

140

160

180

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2014 2015 2016

Total Deal Value Total # of Deals( USD in millions)

Appendix

18PIPER JAFFRAY

LTM Software M&A Activities

Source: Capital IQ, 451 Research, Wall Street Research

Ann.Date Buyer Seller Seller Description

Implied Enterprise Value ($) TTM Rev

EV / TTM Rev

10/31/16 Digital Domain Holdings Inc. Micoy Corporation (IP assets)The interactive entertainment technology business and related trademarks of Micoy Corporation, which provides an omni-directional 3D rendering toolkit software for creating 360 degree stereoscopic environments in the entertainment sector.

$5.5 NA NA

10/28/16 Enghouse Systems Limited Presence Technology SL [Valora Corporation]Provides on-premise and cloud-based multi-channel contact center software to the travel, healthcare, insurance, banking, government, retail and education industries globally.

$13.0 $9.9 1.3x

10/27/16 Aspen Technology Inc. Mtelligence Corporation [dba Mtell] Provides industrial equipment prescriptive maintenance and related analytics software and SaaS for businesses. $37.4 NA NA

10/25/16LDC (Managers) Limited/Mitrefinch management

Mitrefinch Ltd.Provides time and attendance, payroll, attendance and workforce management software and SaaS for private and public businesses.

$24.5 $20.1 1.2x

10/24/16 Enea AB Qosmos SA Provides IP traffic classification and network intelligence software used in physical, SDN and NFV architectures. $57.8 NA NA

10/21/16 Playtech plc ECM Systems Provides game management software and systems for the retail bingo gaming markets in the UK and Ireland. $18.3 $12.2 1.5x

10/20/16 Proofpoint Inc. [NASDAQ: PFPT] FireLayers Provides cloud application control (CAC) software for enterprises. $55.0 NA NA

10/13/16 Descartes Systems Group Inc. Appterra Inc. Provides supply chain relationship management and trading partner collaboration SaaS for businesses. $5.8 NA NA

10/04/16 Akamai Technologies Inc. Soha Systems [fka BubblewrApp]Provides cloud-based third-party access control SaaS to IT businesses, enabling access to applications that are hosted in data centers and to Microsoft SharePoint on enterprise networks.

$60.0 $2.0 30.0x

10/04/16 Criteo SA [NASDAQ: CRTO] HookLogic Inc. Provides retail brand and e-commerce online shopping marketing and advertising SaaS for businesses. $250.0 NA NA

10/04/16 salesforce.com Inc. Krux [aka Krux Digital] Provides real-time audience data management and targeting SaaS for marketers, Web publishers and ad agencies. $768.0 $52.0 14.8x

10/04/16 Wolters Kluwer Health Emmi Solutions LLC Provides patient engagement and analytics SaaS for healthcare providers. $170.0 NA NA

09/29/16 Thoma Bravo LLC T2 Systems Inc. [Pamlico Capital]Provides parking software, SaaS and systems that enables parking management, enforcement, permits, collections, access and revenue control.

$180.0 $75.0 2.4x

09/26/16 Vista Equity Partners Management LLC GovDelivery Inc. Provides email and digital subscription management SaaS that enables US government agencies to provide citizens with information about such topics as local emergencies, events, council minutes and other matters through email, wireless

$153.0 NA NA

09/19/16 Broadridge Financial Solutions Inc. INVeSHARE Inc. (technology assets)The technology assets of INVeSHARE Inc. which provides embeddable Web-based shareholder communication SaaS to brokerage firms and shareholders.

$135.0 NA NA

09/14/16 IRESS Ltd. INET BFA [Media24 [Naspers]] Provides financial data and analysis SaaS enabling businesses in Africa to buy or sell on the Capital Market. $10.4 NA NA

09/12/16 Atos SE Anthelio Healthcare Solutions Inc. [Actis]Provides healthcare electronic medical records (EMR) electronic information exchange and clinical document collaboration SaaS, online patient and doctor portals that enable appointment booking, patient/doctor communications

$275.0 NA NA

09/08/16 Reynolds and Reynolds Company, The Wolters Kluwer Governance, Risk & Compliance The indirect loan origination solutions division, which provides consumer loan origination and regulatory compliance SaaS and BPO services for the automotive, watercraft and recreational vehicle dealership industry.

$35.8 NA NA

09/07/16 HMS Holdings Corp Essette Provides Micosoft.NET-based care management SaaS and related integration for the healthcare industry. $20.0 NA NA

09/07/16 Micro Focus International plc Hewlett Packard Enterprise (software business division)HPE's software business division, which provides systems management, security, content management, application delivery, and analytic software for enterprises.

$8,800.0 $3,087.0 2.9x

09/07/16 TPG Capital Intel Security [fka McAfee] [Intel] Provides network anti-malware and PC security software for consumers and enterprises worldwide. $4,200.0 NA NA

09/01/16 ESW Capital LLC Wave Systems CorporationProvides endpoint data protection, multi-factor authentication, virtual smart cards, access control and anti-malware software for enterprises.

$6.9 NA NA

09/01/16 Paysafe Group Plc. Ecom Access (digital marketing assets)Ecom Access' digital marketing services provide campaign management, analytics and data management, and commission payments. Software includes payment systems, tracking and reporting, fraud monitoring, and customized

$30.0 NA NA

09/01/16 Tieto [fka TietoEnator Oyj] Emric AB [MBO]Provides credit assessment software systems, in addition to outsourced finance processing services to the finance and leasing industry in the Nordic region.

$35.1 NA NA

09/01/16 Ve Interactive Ltd. Optomaton Provides proprietary demand-side video advertising SaaS for online marketers. $5.7 NA NA

08/31/16 Blackhawk Network Holdings Inc. Grass Roots Group Holdings Ltd. Provides customer and employee engagement CRM software and digital marketing services for businesses globally. $118.1 NA NA

08/31/16Genesys Telecommunications Laboratories

Interactive Intelligence Inc.Provides VoIP, unified communications, PBX and call center management software and software-as-a-service (SaaS) for businesses globally.

$1,394.3 $410.1 3.4x

19PIPER JAFFRAY





EV / TTM Rev

08/25/16 Ascential PLC One Click RetailProvides business intelligence (BI) and e-commerce marketing SaaS for brands, corporations, and retailers in North America, Europe and Asia.

$44.0 NA NA

08/25/16 Clavister AB PhenixID AB Provides identity and access management software and services for businesses. $7.6 NA NA

08/24/16 Proofpoint, Inc. Return Path - Email Fraud Protection DivisionReturn Path's EFP business unit, which provides standards-based DMARC authentication and proprietary sender-analysis SaaS for enterprise email systems. Also provides managed services which include.

$18.0 NA NA

08/09/16 Echo Inc. [HealthStream Inc.] Morrisey Associates Inc.Provides practice management SaaS for physicians. Software includes application capabilities for practitioner qualification credentialing, billing, resident data tracking, peer reviews, and performance management.

$48.0 NA NA

08/09/16 EQT AB [fka EQT Holdings] Press Ganey Associates Inc. Provides process and performance improvement patient survey SaaS, report generation and management and a national comparative online database for the healthcare industry. Also provides healthcare-related patient care

$2,350.0 $344.3 6.8x

08/04/16 Guidewire Software Inc. FirstBest Systems Inc.Provides underwriting and document processing, and related analytics SaaS for businesses in the property and casualty insurance sectors.

$34.0 NA NA

08/03/16 Vector Capital Sizmek Inc. Provides digital marketing analytics and advertising management SaaS to enable targeted marketing and advertising across social media, Web, display ads and mobile devices, for media marketers and businesses.

$85.2 $185.2 0.5x

08/01/16MYOB Technology Pty Ltd. [Bain Capital]

Greentree International Limited Provides ERP, CRM, SCM and BI software and SaaS for businesses globally. $20.2 NA NA

08/01/16 Planview Inc. [Insight Venture Partners] Innotas Inc.Provides project and portfolio management (PPM), application portfolio management (APM) and predictive portfolio analysis (PPA) SaaS for the healthcare, government, education and commercial sectors.

$80.0 $15.0 5.3x

08/01/16 Tabcorp Holdings Limited INTECQ LimitedProvides game management software for the electronic gaming machine sector in Australia. Also provides related customer monitoring and tracking software.

$86.5 NA NA

07/28/16 Nemetschek AG Design Data Corporation Provides steel modeling and fabrication software and SaaS for the construction and engineering sectors. $46.4 $10.0 4.6x

07/28/16 Oracle Corporation NetSuite Inc.Provides financial management and planning, ERP, e-commerce, CRM, SCM, and business intelligence (BI) analytics software as a service (SaaS) for businesses globally.

$9,173.8 $846.4 10.8x

07/28/16Riverbed Technology Inc. [Thoma Bravo]

Aternity [fka Gelion Networks]Provides end user experience management SaaS and mobile APM software tools, enabling the monitoring of applications on desktops, mobile devices and in the cloud.

$55.0 $30.0 1.8x

07/26/16 A10 Networks Inc. AppcitoProvides Web-based cloud-native application delivery SaaS for enterprises and datacenters utilizing public, private & hybrid cloud environments.

$6.5 NA NA

07/22/16 Core Security Technologies, Inc. Damballa, Inc.Provides enterprise vulnerability assessment and management, penetration testing and attack intelligence and analytics software.

$9.0 NA NA

07/21/16Monotype Imaging [fka Agfa Monotype Corp.]

Olapic Inc.Provides marketing automation, customer analytics, and sales management SaaS for retailers. Software enables marketers to collect and deliver user generated content (UGC) from various mediums.

$130.0 NA NA

07/21/16Nuance Communications Inc. [fka ScanSoft]

TouchCommerce Inc.Provides customer engagement and customer analytics SaaS for businesses in the telecom, insurance, finance, travel, hospitality and retail sectors.

$215.0 NA NA

07/19/16 Carbon Black, Inc. Confer Technologies, Inc.Provides threat detection and response software for businesses that enables security professionals to assess potential vulnerabilities, endpoint integrity and detect advanced threats in real time.

NA NA NA

07/14/16 Hydra Industries Acquisition Corp. Inspired Gaming Group LimitedProvides gaming terminal management systems and software for the casino, bingo, virtual gaming and sports betting businesses globally.

$262.5 NA NA

07/13/16 Thoma Bravo LLC Imprivata Inc. [NYSE: IMPR]Provides single sign-on (SSO) and password management software, as well as appliance-based authentication and employee access management systems, for hospitals and healthcare providers.

$544.0 $125.0 4.4x

07/11/16 Ebay SalesPredictProvides customer purchasing predictive behavior analytics and big data SaaS that uses machine learning to enable targeted marketing, lead generation and lead scoring sales and marketing teams.

NA NA NA

07/11/16 Lyceum Capital Partners LLP Sabio Ltd. Provides enterprise customer contact center SaaS and related call center managed communications services. $64.7 $53.6 1.2x

07/07/16 AVAST Software a.s. AVG Technologies NV [fka Grisoft s.r.o.] [NYSE: AVG]Provides anti-virus, anti-malware, anti-spam, firewall, mobile device and endpoint security software for consumers and businesses globally.

$1,395.4 $433.4 3.2x

07/06/16 Costain Group PLC Simulation Systems Ltd. [aka SSL]Provides real-time remote highway traffic control, monitoring and management systems, including Bluetooth-enabled mobile traffic flow monitoring, motorway control systems, smart motorways, digital CCTV and road message signage, for

$22.6 NA NA

07/05/16Kohlberg Kravis Roberts & Co. L.P. [dba KKR]

Epicor Software Corporation [Apax Partners] Provides ERP, CRM and SCM software and SaaS for businesses globally. $3,300.0 $1,000.0 3.3x

07/01/16 BigAir Group Limited CyberHound [fka Netbox Blue]Provides student well-being predictive analytics and social media analysis and monitoring software and managed services that enables schools to monitor student Web activity and intervene in cases of online student cyber-bullying,

$5.2 NA NA

07/01/16 Honeywell International Intelligrated Inc.Provides material handling, automation, logistics and warehouse management software and hardware for the retail, wholesale, e-commerce, food and beverage, consumer packaged goods, pharmaceutical and medical supply, third-

$1,500.0 NA NA

20PIPER JAFFRAY





EV / TTM Rev

06/30/16 Wartsila Corporation Eniram Ltd.Provides power and fuel management, and related analytics software for the maritime shipping and travel sectors globally.

$47.5 $10.9 4.4x

06/28/16 Cisco Systems Inc. CloudLock Inc.Provides access control and anti-data leakage SaaS to enable businesses to secure cloud applications and provide data loss prevention (DLP).

$293.0 NA NA

06/28/16Infor Global Solutions [dba Infor] [fka Agilisys Inc.] [Golden Gate Capital]

Predictix LLCProvides retail predictive analytics SaaS that uses big data to enable retailers and wholesalers to forecast merchandise planning, assortment, category management, pricing and supply chain optimization.

$125.0 NA NA

06/28/16 Sartorius AG IntelliCyt Corp. Provides immuno-oncology target assay measurement systems for the life sciences sector globally. $90.0 $16.7 5.4x

06/24/16Callidus Software Inc. [dba CallidusCloud]

Badgeville (certain assets) Certain assets of Badgeville, which provides gamification software for employee and customer training and incentivizing. $7.5 NA NA

06/23/16 Alarm.com Inc. [Nasdaq: ALRM] Icontrol Networks Inc. (Connect and Piper business units)Icontrol Networks' Connect and Piper business units, which provides smart home automation, remote control and security monitoring systems.

$140.0 NA NA

06/23/16 Snagajob.com Inc. PeopleMatter Inc. [Reality Wireless Networks] Provides Web-based workforce and risk management measurement, analysis and optimization SaaS to enterprises. $40.0 $15.0 2.7x

06/21/16 KION GROUP AG Dematic Group [AEA Investors LP / Teachers Private CapitaProvides automated logistics systems integration services and related SCM software the manufacturing industry. $3,250.0 $1,800.0 1.8x

06/20/16Francisco Partners/Elliott Management Corporation

Dell Software GroupProvides BI analytics and corporate performance management, database management, identity and access management, network security management, endpoint integrity and identity and access management software and

$2,200.0 $1,363.0 1.6x

06/20/16 Spectris plc Capstone Technology CorporationProvides process automation and manufacturing plant management software for the industrial processing industry in the energy, paper, mining, food and beverage and chemical sectors.

$22.5 NA NA

06/20/16 Stamps.com Inc. ShippingEasy Inc. [aka Shipping Easy]Provides order and related shipping management SaaS that enables online retailers to download, process and ship orders.

$55.0 NA NA

06/16/16 Electronics for Imaging Inc. [dba EFI] Optitex Ltd.Provides fashion design and prototyping software, including 2D and 3D clothing and apparel computer-aided design (CAD), 3D computer-aided manufacturing (CAM) and virtual prototyping, for the clothing and textile brands and

$20.0 NA NA

06/16/16 RealPage Inc. eSupply Systems LLC (assets)Substantially all the assets of eSupply Systems, which provides procurement, group purchasing, budgeting and spend management SaaS for businesses.

$7.1 NA NA

06/13/16 Microsoft Corporation LinkedIn Corporation Provides a social networking website for professionals and businesses globally. $26,190.9 $3,233.4 8.1x

06/13/16 VMware, Inc. Arkin Net Inc.Provides security and operations management software and SaaS for software defined data centers (SDDC). Also provides related analytics software.

NA NA NA

06/12/16 Symantec Corporation Blue Coat Systems Inc. [Bain Capital]Provides enterprise cybersecurity, Web traffic management and mobile device security systems and software as a service (SaaS) for businesses globally. Hardware and software provide features for Web content filtering, anti-data

$4,650.0 $598.3 7.8x

06/09/16 Inspira Financial Inc. RBP Healthcare TechnologiesProvides mental healthcare billing and revenue cycle management SaaS and outsourced services, as well as financial and clinical performance management and health records (EHR) SaaS, for mental health and substance abuse out-

$8.5 NA NA

06/07/16 Fortinet Inc. [NASDAQ: FTNT] AccelOps Inc. [fka ProspectHills, Inc.] Provides hybrid on-premises and hosted data center, and cloud monitoring software and SaaS for businesses. $28.0 $6.0 4.7x

06/07/16 Thoma Bravo LLC Elemica Inc.Provides supply chain management (SCM) software, SaaS and related integration services to the chemical and oil industries globally.

$175.0 $50.0 3.5x

06/07/16 Fortinet Inc. AccelOps, Inc. Provides hybrid on-premises and hosted data center, and cloud monitoring software and SaaS for businesses. $28.0 $6.0 4.7x

06/02/16 Thoma Bravo LLC QlikTech Inc. [dba Qlik]Provides on-premise and cloud-based business intelligence (BI) analytics and reporting software for businesses, government agencies and educational institutions globally.

$2,614.9 $637.8 4.1x

06/01/16 salesforce.com Inc. [dba Salesforce] Demandware Inc.Provides enterprise cloud-based e-commerce SaaS for Web merchants and multi-channel online retailers. Software includes features for order management, multiple e-commerce site creation and maintenance and mobile transaction

$2,800.0 $254.1 11.0x

06/01/16SolarWinds Inc. [Silver Lake Partners/Thoma Bravo]

LOGICnow Ltd.Provides Web-based IT service management (ITSM) SaaS for managed service providers and IT support businesses globally. Software integrates features including remote monitoring, mail security, backup and recovery and IT service

$500.0 $80.0 6.3x

06/01/16 Vista Equity Partners Ping Identity Corporation [fka Next Identity Corporation]Provides enterprise Identity-as-a-Service (IDaaS), including identity and access management and authentication SaaS. Software enables an organization's employees to use a single sign-on (SSO) to securely access Internet applications and

$600.0 NA NA

05/31/16 Accel-KKR Company SciQuest Inc.Provides procurement, SCM, contract and inventory management, and accounts payable automation SaaS for the scientific, education, healthcare and government sectors.

$373.0 $106.3 3.5x

05/31/16 Vista Equity Partners Marketo [NASDAQ:MKTO]Provides marketing automation SaaS for businesses. Software provides features for sales lead management and analytics, email and social media marketing, and marketing campaign analytics. Marketo began trading on the NASDAQ

$1,790.0 $226.1 7.9x

05/31/16Wolters Kluwer Legal & Regulatory Solutions [fka Wolters Kluwer Law &

EnablonProvides operational risk management, environmental, health, safety, and sustainability processes (EHS&S) and energy and carbon management SaaS, software and systems integration for companies and enterprises in over 160 countries.

$277.8 $49.2 5.6x

21PIPER JAFFRAY





EV / TTM Rev

05/30/16 Starbreeze Studios AB 505 Games S.r.l. [Digital Bros. S.p.A] (PAYDAY 2 videogame505 Games' PAYDAY 2 and PAYDAY for mobile videogame franchise, which develops and provides console, PC, online and mobile first-person shooter videogames for consumers globally.

$30.0 NA NA

05/27/16Tech Mahindra Ltd. [fka Mahindra-British]

Target Group LimitedProvides loan and mortgage management software, insurance policy administration software, and related outsourced services for the financial and insurance sectors globally.

$164.1 $75.6 2.2x

05/18/16 Vonage Holdings NexmoProvides application program interfaces (API) and software development kits (SDK) PaaS to enable voice, text, chat application and phone verification services for enterprises and developers globally....

$230.0 $70.0 3.3x

05/18/16 WatchGuard Technologies, Inc. Hexis Cyber Solutions, Inc., Hexis HawkEye GHexis Cyber Solutions' HawkEye G division which provides behavior-based threat detection, verification and automated machine-guided containment of zero-day and unknown malware variants for organizations and government

NA NA NA

05/18/16 NICE Systems Ltd. inContact Inc.Provides predictive dialing, IVR and analytics call center SaaS and related integration services for call center operators globally.

$937.4 $233.0 4.0x

05/18/16Vista Equity Partners; Vista Equity Partners Fund VI, L.P.

Ping Identity CorporationProvides enterprise Identity-as-a-Service (IDaaS), including identity and access management and authentication SaaS. Software enables an organization's employees to use a single sign-on (SSO) to securely access Internet applications and

NA NA NA

05/09/16 MGT Capital Investments Inc. D-Vasive Be Free [dba D-Vasive] (assets)Certain assets of D-Vasive, which provides Android mobile device and PC-based anti-spy applications and software for consumers and businesses. Software enables protection against malicious and invasive use of a device's camera,

$9.0 NA NA

05/02/16 Oracle Corporation Opower Inc.Provides cloud-based utility and energy management SaaS for power suppliers. Software enables the analysis of smart meter reading and analytics for demand side power optimization, customer engagement and billing automation and Web

$532.0 $148.7 3.6x

04/25/16 Veritas Capital Verisk Health [Verisk Analytics Inc.]Provides enterprise healthcare data analytics software and services that enable revenue management, claim and payment accuracy, fraud protection, population health predictive big data analytics, risk assessment, compliance, and

$820.0 $307.3 2.7x

04/22/16 Marlin Equity Partners LLC Teradata Corporation (marketing applications business)Teradata's marketing applications business, which provides omni-channel marketing and advertising resource and data management SaaS and services for companies and marketing agencies.

$90.0 $152.0 0.6x

04/21/16 Smiths Group plc Morpho Detection Inc. [Safran Group]Provides secure identification, identity management, fraud detection and illegal substance detection hardware and software, as well as secure e-document smartcards and related software, for a variety of businesses, telecoms and

$710.0 $320.0 2.2x

04/19/16 Experian plc [aka Experian Group Ltd.] CSIdentity Corporation [dba CSID]Provides enterprise consumer identity management, identity theft protection and fraud detection software, including credit monitoring, identity authentication, voice biometrics and breach mitigation and resolution.

$360.0 $103.0 3.5x

04/19/16 Zoopla Property Group PLC Property Software Group, TheProvides property management and residential sales management software and SaaS, including inventory management, marketing, CRM communications, accounting and business reporting, for real estate agents and agencies. In December

$106.5 $22.9 4.7x

04/18/16 Apax Partners LLP Duck Creek Technologies [Accenture Ltd.]Provides insurance policy management, underwriting, billing and rating software and SaaS for property and casualty insurers businesses and processors.

$600.0 $150.0 4.0x

04/18/16 OpenText Corporation [aka Open Text] Hewlett-Packard Company [dba HP Inc.] (customer experieThe HP TeamSite, HP MediaBin, HP Qfiniti, HP Explore, HP Aurasma, and HP Optimost software and service assets of HP, which enable customer service automation, Web content and digital asset management, and contact center

$170.0 NA NA

04/18/16 Vista Equity Partners Cvent Inc.Provides event planning management SaaS for businesses globally. Software provides features for event registration, email marketing, payment processing, budget management and Web design. Also provides online survey creation and

$1,413.0 $199.0 7.1x

04/17/16 EQT SitecoreProvides customer experience management, including Web content management, website analytics, search engine optimization and email marketing software and SaaS for businesses globally....

$1,131.0 $218.5 5.2x

04/15/16 Alert Logic, Inc. Click Security, Inc.Provides real-time IT security threat detection, automated incident response and analytics reporting software, available either on premises or in a hosted environment

NA NA NA

04/14/16 Oracle Corporation Crosswise Ltd.Provides machine-learning based cross-device user identification tracking SaaS for the purposes of marketing for ad tech vendors, consumer brands and Web publishers. Software maps individual consumers across connected devices such as

$50.0 $1.5 33.3x

04/05/16 ServiceNow Inc. ITapp CorporationProvides hybrid cloud application management software to enable migration, governance and management of applications from on-premises, cloud or hybrid cloud environments. Software enables application on-boarding, testing

$15.0 $2.0 7.5x

04/04/16 NYX Gaming Group Ltd. OpenBetProvides interactive online and mobile casino-style gaming and sports betting software for online and offline gambling operators. Software enables users to make bets in multiple languages, currencies and across platforms.

$387.9 NA NA

04/01/16 HCL Technologies Ltd. Geometric Ltd. (business assets) The business assets of Geometric, which provides computer aided manufacturing (CAM) software for businesses globally. $193.7 NA NA

04/01/16Senstar Corporation [Magal Security Systems]

Aimetis CorporationManufactures and provides video-based security surveillance, intrusion detection, monitoring and video management systems for businesses and government agencies. Software enables license plate recognition, outdoor object tracking,

$14.0 NA NA

03/31/16Basware Oyj [aka Basware Corporation]

Verian CorporationProvides e-procurement, invoice processing, EDI and purchasing automation software-as-a-service (SaaS) for businesses.

$36.0 $10.5 3.4x

03/29/16 Affinity Equity Partners Primary Health Care Limited The Medical Director business assets (formerly known as Health Communication Network) of Primary Health Care, which provides healthcare clinical and practice management software, as well as pharmaceutical management and electronic

$116.3 NA NA

03/29/16 Guidewire Software Inc. EagleEye AnalyticsProvides predictive analytics, risk scoring data and pricing and underwriting information SaaS to businesses in the financial services and property & casualty insurance industries.

$42.0 NA NA

03/28/16China Distance Education Holdings Limited

Xiamen NetinNet Software Co. Ltd.Provides accounting professional training course software, as well as teaching simulation software, for colleges and college students in China.

$32.6 NA NA

22PIPER JAFFRAY





EV / TTM Rev

03/24/16 Intralinks Holdings Inc. [dba Intralinks] Verilume Inc.Provides cloud infrastructure provisioning SaaS and software-defined infrastructure-as-a-service (IaaS) that enables enterprises and managed service providers (MSPs) to deploy, manage and provision distributed data centers and private

$6.4 NA NA

03/23/16Allscripts Healthcare Solutions/ GI Partners

Netsmart Technologies Inc. [Genstar Capital]Provides medical practice, pharmacy and electronic healthcare records (EHR) management software and software as-a-service (SaaS) for healthcare providers and related government agencies.

$950.0 NA NA

03/22/16Gaming Innovation Group Inc. [fka NIO Inc.]

OddsModel ASProvides B2B sports betting statistical modeling and analysis software that enables sports betting businesses to predict the probability of sports events, provide automated bet pricing and enables betting risk management.

$8.9 NA NA

03/21/16Asure Software Inc. [fka Forgent Networks]

Mangrove Software Provides employee recruitment, benefits, payroll, tax and workforce management software-as-a-service (SaaS) for businesses.

$17.3 $6.0 2.9x

03/17/16 Aconex Ltd. [ASX:ACX] CONJECT Holding GmbHProvides construction management SaaS, including project, bid and financial management and performance monitoring software, for the commercial real estate construction industry globally.

$71.8 $26.3 2.7x

03/06/16Ali Fortune Investment Holding Limited [Alibaba Group Holding Ltd.]

AGTech Holdings Ltd.Provides lottery and gaming software, systems, terminals and related EDI services for businesses, consumers and government agencies in China.

$307.2 $34.4 8.9x

03/03/16 Veeva Systems Inc. Qforma Inc. The key opinion leader (KOL) business and products known as Qforma CrowdLink, which provides online opinion leader social analytics and customer market intelligence and related healthcare big data analytics and research SaaS and

$9.8 NA NA

03/02/16 CCL Industries Inc. Checkpoint Systems Inc.Provides electronic surveillance systems, RFID tags, anti-theft management software, and fire alarm systems for businesses globally.

$411.9 $607.4 0.7x

03/01/16 Cisco Systems Inc. CliQr TechnologiesProvides hybrid cloud application management software to enable migration, governance and management of applications from on-premises, cloud or hybrid cloud (public and private) environments for businesses. Software enables

$260.0 NA NA

03/01/16 Honeywell International RSI Video Technologies Inc. [dba Videofied]Provides sensor-based video monitoring systems for businesses and consumers globally. Systems transmit data via 3G and 4G cellular service, and via Ethernet connections.

$123.0 NA NA

03/01/16 Moodys Corporation GGY [dba GGY AXIS]Provides insurance risk assessment and actuarial analytics software and SaaS that enables pricing, valuation, modeling of insurance and annuity products, asset liability management, risk analytics and financial reporting, for life insurance

$86.9 $28.0 3.1x

02/29/16 IBM Corporation Resilient Systems Inc.Provides cybersecurity incident response management SaaS that enables enterprise security teams to automate, orchestrate, analyze and mitigate IT security incidents such as malware and DDoS attacks.

$145.0 $10.0 14.5x

02/23/16 Thycotic Software Ltd. Arellia CorporationProvides windows-based endpoint security, application control, password management and desktop compliance software for enterprises utilizing the altiris/symantec mangement platform

NA NA NA

02/22/16 Verint Systems Inc. Contact Solutions LLCProvides desktop, Web-based and mobile inbound call and Web chat-based customer service automation software for business and government agency call centers.

$66.9 $47.0 1.4x

02/18/16 Cross River Advisors LLC ValidSoft Limited [ElephantTalk Communications] Provides transaction verification and authentication software for anti-fraud purposes for businesses. $12.5 NA NA

02/18/16 GTCR LLC Lytx Inc. [fka DriveCam Inc.]Provides in-vehicle driver behavior video recording systems, as well as related driver behavior coaching, fleet tracking and fuel management SaaS, for commercial and public sector transportation fleet operators. Software enables driver safety

$500.0 NA NA

02/18/16 IBM Corporation Truven Health Analytics Inc. [Veritas Capital]Provides data analytics and corporate performance management SaaS and services for healthcare providers, employers and health plans, government entities and life sciences businesses. Truven was formerly the healthcare business division

$2,600.0 $598.9 4.3x

02/17/16 Censornet Ltd. SMS Passcode A/SProvides SMS-based multi-factor authentication software for enterprises, telecommunications carriers and government agencies globally. Software enables authorized user network remote systems access...

NA NA NA

02/16/16ID Global Solutions Corporation [fka IIM Global Corporation]

FIN Holdings Inc.Operates as a holding company for ID Solutions, which provides biometric-based fingerprinting software for financial institutions, and Cards Plus SA which provides secure membership ID, loyalty and gift cards, card printing hardware and

$9.0 NA NA

02/16/16Protection One Inc. [dba Protection 1] [Apollo Global Management]

ADT Corporation [NYSE:ADT]Provides home security, access control and video surveillance systems and services for businesses, consumers and government agencies globally. ADT Corporation began trading on the NYSE under the ticker symbol ADT on October 1,

$12,269.1 $3,587.0 3.4x

02/11/16 KPMG LLP Label Insight Inc.Provides food label analytics and market intelligence SaaS for government entities, retailers, manufacturers and app developers. Analysis includes allergens, additives, ingredients, claim analysis and product photos.

$10.0 NA NA

02/08/16 BroadSoft Inc. [NASDAQ: BSFT] Transera Communications Inc.Provides call center management and performance optimization SaaS for businesses. Software also enables related customer service automation and customer analytics.

$19.8 $8.0 2.5x

02/08/16 Infoblox Inc. IID [fka Internet Identity]Provides enterprise threat intelligence data aggregation and collaboration SaaS for businesses. Software enables the exchange, analysis and translation into machine-readable threat intelligence (MRTI) of curated threat data from multiple

$45.0 NA NA

02/03/16 Providence Equity Partners Inc. Skybox Security Inc.Provides enterprise IT security vulnerability assessment, change management and firewall and compliance auditing SaaS for businesses globally.

$96.0 NA NA

02/01/16Castleton Technology plc [fka Redstone plc]

Kypera Holdings Limited Provides housing management and transaction processing software for the property management sector in the UK. $5.0 $3.7 1.4x

02/01/16 FireEye Inc. [NASDAQ: FEYE] Invotas International Corporation [fka CSG Invotas]Provides automated threat response, or unified threat management, software and SaaS for use by network security teams in the government, finance, military, energy, healthcare and retail sectors.

$20.0 NA NA

02/01/16 Telenor ASA Tapad Inc.Provides cross-screen, targeted advertising software, customer analytics and advertising delivery software, and related digital marketing campaign management services for marketers and advertising professionals globally.

$360.0 $57.0 6.3x

23PIPER JAFFRAY





EV / TTM Rev

01/29/16Learning Technologies Group plc [fka In-Deed Online plc]

Rustici Software Provides standards compliance, content management and collaboration software for E-learning institutions globally. $26.0 $6.6 3.9x

01/25/16 Johnson Controls Inc. Tyco International PlcProvides physical security systems, including access control, intrusion detection, CCTV video surveillance, burglar alarms and automated fire suppression systems, for businesses and consumers globally. Also provides home alarm, temperature

$5,645.0 $9,902.0 0.6x

01/25/16 Siemens AG CD-adapcoProvides computational fluid dynamics (CFD)-focused computer aided engineering (CAE) simulation software for automotive, aerospace, energy and marine manufactures globally.

$970.0 $200.0 4.9x

01/20/16 FireEye Inc. [NASDAQ: FEYE] iSIGHT PartnersProvides cybersecurity threat intelligence, detection and management SaaS for global enterprises and infrastructure providers. Software enables the integration of up-to-date actionable threat intelligence into existing cyber security

$200.0 $40.0 5.0x

01/15/16 Marlin Equity Partners LLC Cobham plc (surveillance business assets)Cobham's surveillance systems assets, which provides video and audio surveillance systems for businesses and government agencies. Surveillance assets are a division of Cobham's Communications and Connectivity business unit.

$10.0 NA NA

01/11/16 NICE NexidiaProvides consumer interaction analytics SaaS for enterprises and government agencies. Software enables the analysis and conversion of unstructured audio, video, and text-based consumer content for...

$135.0 $50.0 2.7x

01/06/16 SPS Commerce Inc. ToolBox Solutions Inc.Provides POS system customer analytics and reporting software, Web hosting and related consulting services for retailers and consumer packaged goods suppliers in North America.

$21.8 NOTES

12/22/15 Tyco Retail Solutions ShopperTrakProvides video-based shopper information collection systems, related outsourced reporting services and Web-based customer analytics tracking SaaS

$175.0 $75.0 2.3x

12/21/15 ShoreTel Inc. Corvisa LLC Provides call center, interactive voice response (IVR), SIP trunking and virtual collaborative communications SaaS $8.5 NA NA

12/17/15 CoreLogic Inc FNC Inc. Provides property appraisal and real estate collateral management software $475.0 NA NA

12/16/15 Carbonite, Inc. EVault, Inc.The assets of EVault, which provides enterprise data protection, disaster recovery and business continuity, storage and data retrieval SaaS and appliances for small businesses....

$14.0 NA NA

12/16/15 CVC Capital Partners Limited Kount Inc. Provides fraud detection and related risk management SaaS for e-commerce businesses and payment processors. $80.0 NA NA

12/14/15 Sophos Group plc SurfRight B.V.Provides signature-less online endpoint threat detection and response (ETDR), advanced threat prevention and anti-malware software for consumers and businesses. Software locates, identifies and rem...

$32.0 NA NA

12/14/15 Kapsch TrafficCom AG Telvent Trafico y Transporte Provides traffic and tolling management software systems for the transportation industry worldwide. $38.4 NA NA

12/14/15 Sophos Plc SurfRight B.V.Provides signature-less online endpoint threat detection and response (ETDR), advanced threat prevention and anti-malware software for consumers and businesses.

$31.8 $5.0 6.4x

12/11/15 Digital Barriers plc Brimtek Inc. Provides physical security, surveillance and monitoring systems for the public sector $25.0 $26.1 1.0x

12/11/15 LookingGlass Cyber Solutions Inc. Cyveillance Inc. Provides open-source Web-based enterprise threat intelligence SaaS solutions $35.0 NA NA

12/10/15 Transunion Netherlands I B.V. Trustev LimitedProvides real-time e-commerce transaction fraud detection, fraud prevention and identity verification services for online retailers, financial service providers and travel businesses....

$44.0 NA NA

12/09/15 Courion Corporation Core Security Technologies Inc.Provides enterprise vulnerability assessment and management, penetration testing and attack intelligence and analytics software.

$30.0 NA NA

12/01/15 Marlin Equity LiveOps CloudProvides contact center management software-as-a-service (SaaS) for businesses. In January 2014, LiveOps announced the formation of two separate corporate entities: LiveOps Cloud Platform and LiveO...

NA NA NA

11/30/15 EQT Partners AB IFS AB Provides ERP, CRM, EAM and BPM software $1,044.6 $390.2 2.7x

11/30/15 FLIR Systems Inc. DVTEL Inc. Provides physical security surveillance systems and software $92.0 NA NA

11/24/15 NCC Group (Solutions) Limited Fox-IT Group B.V.Provides managed security services, including threat intelligence, forensics, online fraud detection, banking security, incident response and auditing services, for businesses, financial institutio...

$141.0 $30.0 4.7x

11/24/15 Sabre Corporation Trust Group of Companies Provides online and mobile hotel booking and reservations management software $154.0 NA NA

11/19/15 Google Inc. Bebop Technologies Inc. [dba bebop]Currently operating in stealth mode, intends to provide cloud application development tools that enable enterprises to build, maintain and integrate cloud applications.

$380.2 NA NA

11/19/15 Familiprix Inc. ZoomMed Inc. Provides multi-pharmacy laboratory management software $1.5 NA NA

11/18/15 Tack Fiori International Group Limited Beijing Tianya Co. Ltd. Provides mobile healthcare application security software for businesses. $40.0 NA NA

24PIPER JAFFRAY





EV / TTM Rev

11/17/15 Kordia Group Limited Aura Information Security Ltd.Provides information security systems integration services, as well as security risk assessment and threat modeling consulting services, for small- to medium-sized enterprises (SMEs) and government.

$6.5 NA NA

11/16/15 Intercontinental Exchange Inc. Trayport Limited Provides electronic and hybrid OTC energy exchange trade execution, reporting, market data and risk management SaaS

$650.0 $80.0 8.1x

11/16/15 LifeLogger Technologies Corp. Pixorial Inc. (assets) Provides a photo and video sharing software $0.5 NA NA

11/16/15 Upland Software Ultriva Inc. Provides supply chain work management SaaS $6.6 NA NA

11/09/15 Blue Coat Systems Inc. Elastica Inc. Provides enterprise cloud application control (CAC) SaaS $280.0 $5.0 NM

11/09/15 Microsoft Corporation Secure Islands Technologies Ltd. Provides enterprise data encryption, information protection and control (IPC) software $85.0 $8.0 NA

11/09/15 Tenon Facility Management Singapore Frontline Security Pte. Ltd. Provides physical security systems and services $0.9 NA NA

11/05/15 NeuStar Inc. MarketShare Partners LLC Provides marketing campaign business intelligence (BI) analytics SaaS for businesses. $450.0 $57.0 7.9x

11/05/15 New Relic Inc. Opsmatic Inc. Provides enterprise cloud infrastructure configuration monitoring SaaS $12.3 NA NA

11/03/15 Proofpoint, Inc. SocialwareProvides enterprise social media compliance and management software that enables social media communications risk management, access control, content archiving, brand protection and social marketing.

$9.0 NA NA

11/03/15 IBM Corporation Gravitant Inc. Provides enterprise cloud brokerage platform-as-a-service $95.0 $2.0 NA

11/03/15 West Corporation Magnetic North Ltd. Provides Web-based inbound, outbound and blended contact center SaaS $39.0 NA NA

11/03/15 Zeta Interactive Corp. eBay Enterprise [eBay Inc.] (CRM division assets)Provides enterprise e-commerce marketing customer data management, automated attribution, customer segmentation and email marketing SaaS

$75.0 $55.0 1.4x

11/02/15 Endurance International Group Inc. Constant Contact Inc. [fka Roving Software] Provides email marketing and online survey creation, campaign management and delivery Saas for businesses $919.3 $353.5 2.6x

11/02/15 Akamai Technologies Inc. Bloxx Ltd. Provides enterprise secure Web gateway, Web and email filtering SaaS $18.7 $5.0 3.7x

11/02/15 Pamplona Capital Management LLP MedAssets Inc. Provides healthcare ERP and SCM software and SaaS $1,881.1 $750.0 2.5x

25PIPER JAFFRAY

Software Private Capital Raise ActivityClosed Date Company Buyers/Investors Business Description Value ($USDmm)

11/02/2016 CarteNav Solutions Inc. Lockheed Martin Aeronautics Company CarteNav Solutions Inc. develops and deploys situational awareness solutions for operational missions of military, government, and commercial customers in Canada and internationally.

1.4

11/01/2016 Droit Financial Technologies LLC Goldman Sachs Group, Merchant Banking Division; DRW Holdings, LLC; Wells Fargo & Company, Investment Arm; Pivot Investment Partners LLC

Droit Financial Technologies LLC, a financial technology firm, provides pre-trade front office and post-trade compliance solutions for OTC derivative trading processes.

16.0

11/01/2016 CounterTack, Inc. Goldman Sachs Group, Merchant Banking Division; EDB Investments Pte. Ltd.; Siemens Venture Capital GmbH; Alcatel-Lucent (ENXTPA:ALU); Mitsui & Co. Global Investment, Inc.; Fairhaven Capital Partners, LLC;

CounterTack, Inc. provides real-time endpoint threat detection and response solutions to enterprises and government organizations.

10.0

10/31/2016 Breaking Data Corp. (TSXV:BKD) - Breaking Data Corp. operates as a technology provider of semantic and local mobile search for consumers and businesses in Canada and the United States.

3.7

10/28/2016 HealthSpace Data Systems Ltd. (CNSX:HS) - HealthSpace Data Systems Ltd. develops inspection, information, and communication management systems for federal, state, county, and municipal governments in the United States and Canada.

2.6

10/28/2016 Solovis, LLC - Solovis, LLC provides investment management portfolio analysis and reporting software. 1.3

10/27/2016 BrainCheck, Inc. - BrainCheck, Inc. offers a mobile interactive test for cognitive health. 3.0

10/26/2016 Burrito Labs, Inc. Slow Ventures; Breyer Capital; HashTag One; Tull Investment Group Burrito Labs, Inc., doing business as Heal, develops a mobile application that allows users to get a doctor to their home.

38.0

10/26/2016 TVision Insights, Inc. Itochu Technology Inc.'s Venture Investment Division; Project 11; Golden Venture Partners, Inc.; Jump Capital; Accomplice, LLC

TVision Insights, Inc. designs and develops a facial recognition technology to analyze television viewer behavior. 6.8

10/26/2016 Winnie, Inc. Deep Fork Capital; Ludlow Ventures LLC; Homebrew Management LLC; BBG Ventures; KPCB Edge; Flight Ventures

Winnie, Inc. develops and delivers an application that offers parents with information needed to travel, explore, or run errands with their kids.

2.3

10/25/2016 Clarifai, Inc. Menlo Ventures; Osage Partners LLC; QUALCOMM Ventures; Lux Capital Management; Union Square Ventures

Clarifai, Inc. provides advanced image recognition systems for detecting near-duplicates and visual search. 30.0

10/25/2016 Mobcrush, Inc. Kleiner Perkins Caufield & Byers; First Round Capital; Raine Ventures LLC; Lowercase Capital; Evolution Media Growth Partners

Mobcrush, Inc., a technology and entertainment company, develops a live streaming application and community for gamers.

20.0

10/25/2016 IrisVR, Inc. Azure Capital Partners; The Morningside Group Limited; Emergence Capital Partners; Valar Ventures LP; Pritzker Group Venture Capital; Indicator Ventures; Locke Mountain Venture LLC

IrisVR, Inc. develops virtual realty (VR) software applications for architecture, engineering, and construction industries. 8.0

10/25/2016 MYND Management, Inc. Canaan Partners MYND Management, Inc. develops MYND, a mobile rental property management application that tracks and controls the data of the real estate investments.

5.5

10/25/2016 IQvantage, Inc. - IQvantage, Inc. provides applications for precise engagement. 3.9

10/25/2016 AvidXchange, Inc. - AvidXchange, Inc. provides accounts payable and payment automation solutions for midsize companies, including real estate, financial services, energy, and construction in North America.

3.5

10/25/2016 Baffle, Inc. True Ventures; Engineering Capital, LLC Baffle, Inc. develops and offers data encryption software. 3.0

10/25/2016 Uplevel Security, Inc. First Round Capital; Aspect Ventures Uplevel Security, Inc. develops an incident analysis and response platform. 2.5

10/24/2016 K4Connect, Inc. Sierra Ventures; Lowe's Companies, Inc. (NYSE:LOW); Intel Capital; Stonehenge Growth Equity Partners; Better Ventures, LLC; Traverse Venture Partners; RGAx LLC

K4Connect, Inc. develops and provides a software solution that helps to connect multiple devices and control them through a single application.

8.0

10/24/2016 Nozomi Networks Inc. Lux Capital Management; GGV Capital; Planven Investments SA Nozomi Networks Inc. offers cybersecurity and operational visibility solutions for industrial control systems (ICS). 7.5

10/24/2016 FreeAgent Software, Inc. - FreeAgent Software, Inc. develops FreeAgent, a sales network that empowers salespeople to crush their quotas, enrich their sales data, and grow their sales careers.

2.0

10/20/2016 Travelator, Inc. Accel Partners; New Enterprise Associates Travelator, Inc., doing business as TravelBank, develops expense management software solution. 10.0

10/20/2016 Triseum, LLC - Triseum, LLC creates learning video games empowering players to learn through fun, engaging, and immersive experiences.

2.0

10/19/2016 Notion AI, Inc. Accel Partners; SVB Silicon Valley Bank, Investment Arm; Hyde Park Venture Partners; Drive Capital, LLC Notion AI, Inc. develops artificial intelligence (AI) solutions that solve email overload and enhance communications. 9.5

10/19/2016 Hangar Technology, Inc Lux Capital Management; Fontinalis Partners, LLC; Haystack Partners Hangar Technology, Incorporated develops software to automate aerial data acquisition as well as analysis for multiple commercial and industrial verticals.

6.5

10/19/2016 Ticket Evolution INC - Ticket Evolution INC. develops a broker owned ticket exchange platform. 2.0

10/18/2016 ThreatMetrix Inc. - ThreatMetrix Inc. provides context-based business security and fraud prevention solutions for businesses in various industries worldwide.

30.0

10/18/2016 Mom.life Altair Capital Management; QD Ventures LLC Mom. 1.5

10/14/2016 Snapsheet, Inc. IA Capital Group; F-Prime Capital Partners; Liberty Mutual Strategic Ventures; Intact Ventures Inc. Snapsheet, Inc. provides self-service claims solution for auto insurance carriers. 20.0

10/14/2016 HYPR CORP. BOLDstart Ventures; RTP Ventures; Mesh Ventures HYPR CORP. develops secure mobile payments and authentication solutions. 3.0

10/13/2016 JDA Software Group, Inc. New Mountain Capital, LLC; The Blackstone Group L.P. (NYSE:BX) JDA Software Group, Inc. designs and develops end-to-end integrated supply chain and retail management software solutions.

575.0

10/13/2016 TouchBistro, Inc. BDC Venture Capital; Kensington Capital Partners Limited; Relay Ventures; Round 13 Capital; Huff Capital Inc.

TouchBistro, Inc. develops iPad point of sale solutions for restaurants, cafes, bars, food trucks, and other food and drink venues.

13.0

Source: Capital IQ

26PIPER JAFFRAY

Software Private Capital Raise ActivityClosed Date Company Buyers/Investors Business Description Value ($USDmm)

10/12/2016 tCell.io, Inc. Allegis Capital; Menlo Ventures; SV Angel; A Capital; Webb Investment Network; CrunchFund tCell. 9.4

10/12/2016 Virgil Security, Inc. Blu Venture Investors, LLC; KEC Ventures; Bloomberg Beta L.P.; Working Lab Capital, LLC; Charge Ventures; Sparkland Capital; NextGen Venture Partners

Virgil Security, Inc. develops and markets cryptographic software and services for use by developers and end-users. 4.0

10/12/2016 Serverless, Inc. Trinity Ventures Serverless, Inc. provides development framework for building serverless architectures. 3.0

10/11/2016 GigaMedia Access Corporation Balance Point Capital Advisors, LLC GigaMedia Access Corporation, also known as GigaTrust, provides enterprise rights management software that delivers content protection and authentication services to large commercial and government enterprises, as well as

20.0

10/11/2016 ActiveCampaign, Inc. Silversmith Capital Partners ActiveCampaign, Inc. provides email marketing solutions for Fortune 500 companies and small businesses in the United States.

20.0

10/11/2016 Azteca Systems, Inc. Polaris Partners; Blue Cloud Ventures Azteca Systems, Inc. is engaged in the development of Geographic Information Systems (GIS) centric software applications in the United States.

14.5

10/11/2016 Mobiquity Inc. - Mobiquity Inc. provides mobile engagement solutions. 13.2

10/11/2016 E8 Security Inc. Allegis Capital; The Hive; March Capital Partners; Strategic Cyber Ventures LLC E8 Security Inc. provides behavioral intelligence driven security solutions. 12.0

10/11/2016 Blue Medora LLC VMware, Inc. (NYSE:VMW); Grand Angels, LLC; Start Garden; eLab Ventures; Lewis & Clark Venture Capital, LLC

Blue Medora LLC develops software solutions that extend the visibility of cloud system management and application performance management solutions.

8.6

10/11/2016 HomeMe, Inc. Menlo Ventures HomeMe, Inc. designs and develops a home renting mobile application that instantly pre-approves users to rent an apartment on demand.

3.2

10/11/2016 eBrevia, Inc. - eBrevia, Inc. develops software for due diligence, contract management, lease abstraction, and document drafting. 1.8

10/07/2016 Legoly, Inc. - Legoly, Inc. develops artificial intelligence assisted shopping solutions that enable consumers to make buying decisions for online shopping.

2.3

10/07/2016 Acceleware Ltd. (TSXV:AXE) - Acceleware Ltd., a technology company, develops and markets special purpose software accelerators that are used to reduce engineering design simulation and data processing run times in Canada and the United States.

1.5

10/06/2016 Financeit Canada Inc. The Pritzker Organization; DNS Capital, LLC Financeit Canada Inc. provides Financeit, a platform that allows businesses to offer consumer financing to their customers from various devices in Canada.

16.6

10/06/2016 Moonlighting, LLC The McClatchy Company (NYSE:MNI); tronc, Inc. (NasdaqGM:TRNC); Gannett Co., Inc. (NYSE:GCI) Moonlighting, LLC designs and develops mobile application for employment purposes. 2.3

10/05/2016 HappyCo Inc. 500 Startups; Point Nine Capital; Flight Ventures HappyCo Inc. develops mobile tools for the real estate rental industry. 7.5

10/05/2016 Madefire, Inc. Framestore Limited; Plus Capital Madefire, Inc. develops a mobile application that enables users to read, share, and interact with stories as they unfold on-screen through words, pictures, motion, and sound.

6.5

10/05/2016 First Contact Entertainment Inc. - First Contact Entertainment Inc. develops virtual reality (VR) games. 5.0

10/05/2016 WineNDine LLC Chetrit Group, LLC; M7 Tech Partners; Jordache Ventures WineNDine LLC develops a meal review mobile application. 2.5

10/04/2016 aPriori Technologies Inc. - aPriori Technologies Inc. designs, develops, and markets product cost management software solutions for enterprises in the United States and internationally.

3.5

Source: Capital IQ

27PIPER JAFFRAY

High Growth SaaS

Source: S&P Capital IQ, Thomson Reuter’s Consensus, and Renaissance Capital

EV/Revenue > 20x Not Meaningful (NM)

EV/EBITDA > 60x Not Meaningful (NM)

P/E > 100x Not Meaningful (NM)

Market Enterprise Gross Revenue EV / EV /

Cap Value Price % Revenue Margin EBITDA Growth Revenue EBITDA

($ in millions, except per share data) 11/11/2016 11/11/2016 52 Wk High LTM LTM LTM 2016 2017 2016 2017 2016 2017

SaaS High Growth

athenahealth, Inc. (ATHN) $4,112 $4,257 60% $1,052 61% $160 19% 18% 3.9x 3.3x 17.5x 14.7x

Benefitfocus, Inc. (BNFT) 776 791 58% 225 47% (11) 27% 24% 3.4 2.7 NM NM

Callidus Software Inc. (CALD) 1,063 877 77% 197 62% 25 18% 19% 4.3 3.6 34.2 26.0

Cornerstone OnDemand, Inc. (CSOD) 1,981 1,906 74% 410 68% 9 25% 22% 4.5 3.7 NM 36.0

HubSpot, Inc. (HUBS) 2,060 1,909 96% 248 76% (7) 45% 31% 7.2 5.5 NM NM

New Relic, Inc. (NEWR) 1,862 1,664 92% 222 80% (31) 44% 31% 7.1 5.4 NM NM

Xactly Corporation (XTLY) 409 378 83% 87 60% (10) 28% 24% 3.9 3.1 NM NM

salesforce.com, inc. (CRM) 51,912 52,159 88% 7,475 75% 1,234 25% 21% 6.3 5.2 32.0 25.4

ServiceNow, Inc. (NOW) 13,717 13,118 91% 1,290 70% 220 38% 30% 9.5 7.3 NM 33.8

SPS Commerce, Inc. (SPSC) 1,141 1,003 87% 185 67% 25 22% 18% 5.2 4.4 38.1 30.5

The Ultimate Software Group, Inc. (ULTI) 6,052 5,944 89% 741 62% 172 26% 22% 7.6 6.2 31.5 24.8

Workday, Inc. (WDAY) 16,548 14,987 89% 1,352 68% 95 34% 31% 9.6 7.3 NM NM

75th Percentile $7,969 $7,738 89% $1,112 71% $163 35% 30% 7.3x 5.7x 34.2x 32.1x

Median $2,021 $1,908 88% $329 68% $25 27% 23% 5.7x 4.8x 32.0x 26.0x

Mean $8,470 $8,250 82% $1,124 66% $157 29% 24% 6.0x 4.8x 30.7x 27.3x25th Percentile $1,121 $971 77% $216 62% ($8) 24% 21% 4.2x 3.5x 31.5x 25.1x

28PIPER JAFFRAY










Amber Road, Inc. (AMBR) $267 $274 88% $71 49% ($9) 10% 13% 3.7x 3.3x NM NM

Bazaarvoice, Inc. (BV) 406 356 80% 201 62% 5 1% 5% 1.8 1.7 48.0 18.8

ChannelAdvisor Corporation (ECOM) 355 291 86% 111 80% 7 12% 14% 2.6 2.3 NM NM

Halogen Software Inc. (HGN) 144 109 86% 71 76% 7 11% 12% 1.5 1.3 24.6 17.7

IntraLinks Holdings, Inc. (IL) 625 654 100% 290 73% 31 8% 9% 2.2 2.0 12.8 9.4

j2 Global, Inc. (JCOM) 3,487 3,707 86% 827 83% 359 19% 12% 4.3 3.9 9.3 8.1

Jive Software, Inc. (JIVE) 312 212 78% 203 65% 8 3% (5%) 1.1 1.1 14.2 11.8

LivePerson Inc. (LPSN) 496 440 98% 226 71% 27 (7%) 5% 2.0 1.9 23.6 16.8

LogMeIn, Inc. (LOGM) 2,602 2,422 98% 324 86% 75 23% 15% 7.2 6.3 27.5 23.1

Marin Software Incorporated (MRIN) 89 55 55% 106 66% 8 (8%) (3%) 0.6 0.6 47.1 12.3

RealPage, Inc. (RP) 2,280 2,239 99% 541 57% 110 22% 15% 3.9 3.4 18.1 14.9

RingCentral, Inc. (RNG) 1,659 1,522 88% 359 75% 19 27% 24% 4.0 3.2 NM 48.1

ServiceSource International, Inc. (SREV) 491 431 98% 249 35% 7 0% 9% 1.7 1.6 NM 36.8

Tangoe, Inc. (TNGO) 371 340 93% 219 54% 27 6% 0% 1.5 1.5 16.3 NA

WageWorks, Inc. (WAGE) 2,736 2,148 99% 347 66% 93 8% 12% 5.9 5.3 19.8 16.9

Zix Corporation (ZIXI) 263 238 85% 59 82% 13 10% 10% 4.0 3.6 14.6 13.7

75th Percentile $1,814 $1,679 98% $330 77% $42 14% 14% 4.0x 3.5x 25.3x 18.8x

Median $448 $393 88% $223 68% $16 9% 11% 2.4x 2.1x 18.9x 16.8x

Mean $1,036 $965 89% $263 67% $49 9% 9% 3.0x 2.7x 23.0x 19.1x25th Percentile $301 $265 86% $110 61% $7 2% 5% 1.7x 1.5x 24.6x 12.3x

29PIPER JAFFRAY

Business Intelligence / Data Analytics








Business Intelligence / Data Analytics

Datawatch Corporation (DWCH) $83 $55 88% $30 84% ($8) 2% NA 1.8x NA NM NA

MicroStrategy Inc. (MSTR) 2,267 1,687 99% 516 82% 140 (3%) 3% 3.3 3.2 12.3 10.8

Splunk, Inc. (SPLK) 7,797 6,771 87% 793 81% 36 37% 28% 7.4 5.8 NM NM

Tableau Software, Inc. (DATA) 3,608 2,743 48% 779 88% 78 24% 25% 3.4 2.7 42.2 27.3

Verint Systems Inc. (VRNT) 2,384 2,764 76% 1,072 65% 179 (2%) 7% 2.5 2.3 11.0 9.6

75th Percentile $3,608 $2,764 88% $793 84% $140 24% 26% 3.4x 3.8x 27.2x 19.0xA Median $2,384 $2,743 87% $779 82% $78 2% 16% 3.3x 2.9x 12.3x 10.8x

Mean $3,228 $2,804 79% $638 80% $85 12% 16% 3.7x 3.5x 21.8x 15.9x

25th Percentile $2,267 $1,687 76% $516 81% $36 (2%) 6% 2.5x 2.6x 31.0x 10.2x

30PIPER JAFFRAY










CA, Inc. (CA) $13,400 $12,904 92% $4,060 86% $1,401 (1%) 2% 3.2x 3.2x 8.5x 8.0x

Citrix Systems, Inc. (CTXS) 13,477 12,344 95% 3,415 85% 1,113 4% 4% 3.6 3.5 10.4 9.8

Commvault Systems, Inc. (CVLT) 2,430 1,986 95% 627 87% 90 6% 8% 3.2 2.9 25.8 20.4

Micro Focus International plc (MCRO) 4,499 5,565 82% 1,245 89% 469 9% 4% 4.1 4.0 8.8 8.3

NetScout Systems, Inc. (NTCT) 2,905 2,901 92% 1,135 66% 152 47% 7% 2.5 2.3 10.6 7.5

Pegasystems Inc. (PEGA) 2,746 2,616 97% 755 70% 127 16% 12% 3.3 2.9 22.6 19.6

Progress Software Corporation (PRGS) 1,425 1,329 97% 400 88% 127 9% 3% 3.2 3.1 9.2 9.4

Red Hat, Inc. (RHT) 14,127 12,819 91% 2,235 85% 560 17% 16% 5.6 4.8 21.7 18.0

ServiceNow, Inc. (NOW) 13,717 13,118 91% 1,290 70% 220 38% 30% 9.5 7.3 NM 33.8

Software Aktiengesellschaft (SOW) 2,463 2,328 82% 865 76% 243 1% 2% 2.4 2.3 7.5 7.3

VMware, Inc. (VMW) 32,488 25,712 97% 6,928 85% 2,501 6% 5% 3.6 3.5 10.3 9.7

75th Percentile $13,597 $12,861 96% $2,825 86% $837 16% 10% 3.9x 3.7x 18.9x 18.8xenMedian $4,499 $5,565 92% $1,245 85% $243 9% 5% 3.3x 3.2x 10.4x 9.7x

Mean $9,425 $8,511 92% $2,087 80% $637 14% 9% 4.0x 3.6x 13.5x 13.8x25th Percentile $2,605 $2,472 91% $810 73% $140 5% 3% 3.2x 2.9x 16.8x 8.1x

31PIPER JAFFRAY










Adobe Systems Incorporated (ADBE) $52,220 $49,663 93% $5,552 86% $1,991 22% 21% 8.5x 7.0x 21.8x 17.7x

HP Inc. (HPQ) 27,290 28,413 99% 99,884 24% 10,040 (54%) (2%) 0.6 0.6 7.0 6.8

International Business Machines Corporation (IBM) 154,387 182,025 98% 80,208 48% 18,047 (2%) (0%) 2.3 2.3 9.4 8.8

Intuit Inc. (INTU) 28,729 28,621 95% 4,694 84% 1,736 6% 10% 6.0 5.5 17.3 14.1

Oracle Corporation (ORCL) 166,518 152,444 94% 37,194 58% 15,715 (0%) 2% 4.1 4.0 9.0 8.7


SAP SE (SAP) 98,615 99,951 93% 23,240 68% 7,136 6% 7% 4.1 3.9 11.8 11.5

75th Percentile $126,501 $126,198 96% $58,701 80% $12,878 14% 16% 6.2x 5.3x 19.5x 15.9x

Median $52,220 $52,159 94% $23,240 68% $7,136 6% 7% 4.1x 4.0x 11.8x 11.5x

Mean $82,810 $84,754 94% $36,892 63% $7,986 0% 8% 4.6x 4.1x 15.5x 13.3x25th Percentile $40,321 $39,142 93% $6,514 53% $1,863 (1%) 1% 3.2x 3.1x 17.6x 8.7x

32PIPER JAFFRAY










Benefitfocus, Inc. (BNFT) $776 $791 58% $225 47% ($11) 27% 24% 3.4x 2.7x NM NM

Cornerstone OnDemand, Inc. (CSOD) 1,981 1,906 74% 410 68% 9 25% 22% 4.5 3.7 NM 36.0

Halogen Software Inc. (HGN) 144 109 86% 71 76% 7 11% 12% 1.5 1.3 24.6 17.7

Paycom Software, Inc. (PAYC) 2,496 2,451 78% 306 86% 83 46% 29% 7.5 5.8 29.0 22.3

Paylocity Holding Corporation (PCTY) 1,720 1,642 67% 251 58% 26 37% 29% 6.4 5.0 NM 38.8

The Ultimate Software Group, Inc. (ULTI) 6,052 5,944 89% 741 62% 172 26% 22% 7.6 6.2 31.5 24.8


Workday, Inc. (WDAY) 16,548 14,987 89% 1,352 68% 95 34% 31% 9.6 7.3 NM NM


Median $2,238 $2,027 82% $327 67% $54 27% 23% 6.2x 5.2x 26.8x 23.6x

Mean $4,057 $3,747 80% $463 66% $59 27% 23% 5.8x 4.7x 26.2x 26.1x25th Percentile $1,484 $1,429 72% $244 61% $9 22% 20% 4.2x 3.4x 28.9x 18.9x

33PIPER JAFFRAY

HR Outsourcing








HR Outsourcing

Aon plc (AON) $29,788 $34,994 97% $11,571 41% $2,817 1% 4% 3.0x 2.9x 13.0x 12.3x

Automatic Data Processing, Inc. (ADP) 41,469 40,651 95% 11,871 43% 2,783 8% 7% 3.3 3.1 15.9 14.6

Barrett Business Services Inc. (BBSI) 389 313 99% 813 60% 39 NA NA NA NA NA NA

CBIZ, Inc. (CBZ) 633 820 96% 785 12% 90 7% 5% 1.0 1.0 8.7 8.1

H&R Block, Inc. (HRB) 5,034 6,096 61% 3,026 48% 820 (1%) 2% 2.0 2.0 7.1 7.2

Insperity, Inc. (NSP) 1,539 1,377 88% 2,862 17% 131 13% 10% 0.5 0.4 9.7 8.2

Paychex, Inc. (PAYX) 20,637 19,744 92% 3,014 71% 1,326 8% 7% 6.4 6.0 15.2 13.9


75th Percentile $22,925 $23,557 98% $5,162 62% $1,690 8% 9% 4.6x 4.2x 15.5x 14.3x

Median $3,885 $4,122 96% $2,938 46% $476 8% 7% 3.0x 2.9x 13.0x 12.3x

Mean $12,778 $13,268 91% $4,286 45% $1,012 6% 7% 3.2x 3.0x 12.8x 11.6x


34PIPER JAFFRAY

CRM / Marketing








CRM / Marketing

Bazaarvoice, Inc. (BV) $406 $356 80% $201 62% $5 1% 5% 1.8x 1.7x 48.0x 18.8x

Callidus Software Inc. (CALD) 1,063 877 77% 197 62% 25 18% 19% 4.3 3.6 34.2 26.0

ChannelAdvisor Corporation (ECOM) 355 291 86% 111 80% 7 12% 14% 2.6 2.3 NM NM

Xactly Corporation (XTLY) 409 378 83% 87 60% (10) 28% 24% 3.9 3.1 NM NM

Marin Software Incorporated (MRIN) 89 55 55% 106 66% 8 (8%) (3%) 0.6 0.6 47.1 12.3


75th Percentile $900 $752 85% $200 73% $20 23% 21% 4.2x 3.5x 47.3x 25.5x

Median $407 $367 81% $154 64% $7 15% 16% 3.2x 2.7x 40.6x 22.1x

Mean $9,039 $9,020 78% $1,363 67% $211 13% 13% 3.2x 2.7x 40.3x 20.6x25th Percentile $367 $307 78% $107 62% $5 4% 7% 2.0x 1.8x 45.6x 17.2x

35PIPER JAFFRAY

Contact Center








Contact Center

8x8 Inc. (EGHT) $1,402 $1,232 94% $234 73% $24 21% 20% 5.2x 4.3x NM 39.5x

eGain Corporation (EGAN) 69 77 51% 68 67% 1 (4%) (3%) 1.1 1.1 42.9 NM

Five9, Inc. (FIVN) 773 760 89% 154 57% 7 24% 15% 4.8 4.1 NM NM

LivePerson Inc. (LPSN) 496 440 98% 226 71% 27 (7%) 5% 2.0 1.9 23.6 16.8

NICE Ltd. (NICE) 4,200 3,402 99% 965 67% 266 8% 7% 3.4 3.2 12.1 10.9

Verint Systems Inc. (VRNT) 2,384 2,764 76% 1,072 65% 179 (2%) 7% 2.5 2.3 11.0 9.6


Median $1,087 $996 92% $230 67% $26 3% 7% 2.9x 2.7x 17.8x 13.9x

Mean $1,554 $1,446 85% $453 67% $84 7% 9% 3.2x 2.8x 22.4x 19.2x25th Percentile $565 $520 80% $172 66% $11 (4%) 6% 2.1x 2.0x 25.8x 10.6x

36PIPER JAFFRAY

SecurityMarket Enterprise Gross Revenue EV / EV /



Security

Akamai Technologies, Inc. (AKAM) $11,494 $10,450 92% $2,303 65% $867 6% 10% 4.5x 4.1x 11.1x 10.2x

Australian Vintage Limited. (AVG) 86 162 72% 183 25% 13 2% 7% 0.4 0.3 1.1 0.9

Barracuda Networks, Inc. (CUDA) 1,287 1,112 90% 338 77% 56 9% 9% 3.3 3.0 18.6 13.3

CA, Inc. (CA) 13,400 12,904 92% 4,060 86% 1,401 (1%) 2% 3.2 3.2 8.5 8.0

Check Point Software Technologies Ltd. (CHKP) 14,769 11,061 94% 1,713 89% 944 6% 6% 6.4 6.0 11.6 11.1

CyberArk Software, Ltd. (CYBR) 1,909 1,634 89% 204 86% 55 32% 23% 7.7 6.3 29.3 24.5

Experian plc (EXPN) 13,347 16,371 87% 4,607 43% 1,456 (3%) 5% 3.6 3.4 10.3 9.8

FireEye, Inc. (FEYE) 2,464 2,269 60% 714 62% (141) 16% 15% 3.1 2.7 NM NM

Fortinet Inc. (FTNT) 5,669 4,388 85% 1,209 73% 179 25% 17% 3.5 3.0 20.6 15.9

Guidance Software, Inc. (GUID) 190 183 90% 109 69% (5) 3% 6% 1.7 1.6 NM NM

Imperva Inc. (IMPV) 1,317 1,058 51% 259 80% (1) 7% 20% 4.2 3.5 NM NM

NetScout Systems, Inc. (NTCT) 2,905 2,901 92% 1,135 66% 152 47% 7% 2.5 2.3 10.6 7.5

Palo Alto Networks, Inc. (PANW) 14,230 12,799 80% 1,379 73% 246 36% 33% 8.2 6.1 37.9 25.2

Parkit Enterprise Inc. (PKT) 9 (7) 69% 1 88% (0) NA NA NA NA NA NA

Proofpoint, Inc. (PFPT) 3,498 3,447 99% 344 70% 21 41% 30% 9.2 7.1 NM NM

Qualys, Inc. (QLYS) 1,398 1,123 91% 190 79% 66 21% 19% 5.7 4.8 17.5 14.4

Radware Ltd. (RDWR) 575 264 79% 200 82% 18 (10%) 3% 1.3 1.3 16.0 13.3

Splunk, Inc. (SPLK) 7,797 6,771 87% 793 81% 36 37% 28% 7.4 5.8 NM NM

Symantec Corporation (SYMC) 15,585 16,983 97% 3,645 82% 1,155 (38%) 17% 4.4 3.8 14.1 10.3

Trend Micro Inc. (4704) 530,036 362,151 71% 124,962 83% 39,368 5% 7% NM NM NM NM

Varonis Systems, Inc. (VRNS) 824 712 96% 154 91% (3) 26% 19% 4.5 3.7 NM NM

VASCO Data Security International Inc. (VDSI) 590 448 69% 196 71% 21 (21%) 15% 2.3 2.0 16.7 16.3

VeriSign, Inc. (VRSN) 10,394 10,500 87% 1,129 82% 783 8% 2% 9.2 9.0 13.2 12.7

Zix Corporation (ZIXI) 263 238 85% 59 82% 13 10% 10% 4.0 3.6 14.6 13.7

75th Percentile $11,957 $10,640 92% $1,462 82% $804 25% 19% 6.2x 5.5x 17.7x 14.8x

Median $2,684 $2,585 87% $529 79% $55 8% 10% 4.1x 3.6x 14.4x 13.0x

Mean $27,251 $19,997 84% $6,245 74% $1,946 11% 13% 4.6x 3.9x 15.7x 12.9x25th Percentile $766 $646 77% $194 70% $13 2% 6% 3.2x 2.8x 16.9x 10.1x





37PIPER JAFFRAY

Disclaimer

Piper Jaffray Companies (NYSE: PJC) is a leading investment bank and asset management firm. Securities brokerage and investment bankingservices are offered in the U.S. through Piper Jaffray & Co., member SIPC and FINRA; in Europe through Piper Jaffray Ltd. and Simmons &Company International Limited, authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Jaffray HongKong Limited, authorized and regulated by the Securities and Futures Commission. Asset management products and services are offered throughfive separate investment advisory affiliates―U.S. Securities and Exchange Commission (SEC) registered Advisory Research, Inc.; Piper JaffrayInvestment Management LLC, PJC Capital Partners LLC and Piper Jaffray & Co.; and Guernsey-based Parallel General Partners Limited,authorized and regulated by the Guernsey Financial Services Commission.

Information contained in this publication is based on data obtained from sources we deem to be reliable; however, it is not guaranteed as toaccuracy and does not purport to be complete. Nothing contained in this publication is intended to be a recommendation of a specific security orcompany nor is any of the information contained herein intended to constitute an analysis of any company or security reasonably sufficient to formthe basis for any investment decision.

© 2016 Piper Jaffray Companies. 800 Nicollet Mall, Suite 1000, Minneapolis, Minnesota 55402-7036

Piper Jaffray Software Activity Update November 2016 · This case study was prepared by Piper...

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