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1 
Global Tech M&A Monthly 
Deal Structures Today
2 
Timothy Goddard Vice President, Marketing Corum Group Ltd. 
Timothy joined Corum in 2011, and oversees the company’s marketing efforts globally from the headquarters near Seattle. Chief among these is Corum's extensive conference schedule, “Selling Up, Selling Out,” the Merge Briefing, the Tech M&A Monthly webcast and Corum's platinum sponsorship of the World Financial Symposiums' live events and Market Spotlight series. Through these events, Corum Group serves as the world’s leading educator in technology mergers and acquisitions. Prior to joining Corum, Timothy served as marketing and product manager for GIS software startup Depiction, Inc., and previously worked in marketing for VizX Labs, a pioneering SaaS startup delivering DNA analysis tools. In addition to marketing for software startups, Tim has worked for a US Senate campaign and taught science in Rio de Janeiro. Timothy graduated Magna Cum Laude from Bethel University in St. Paul, Minnesota, with degrees in History and Biology. 
Moderator
3 
Agenda 
Welcome 
Conference Report – Berlin CEO Breakfast 
Conference Report – Patents & M&A 
Upcoming Events 
Research Report 
Deal Structures Today 
Closing Thoughts 
Q&A
4 
Jon Scott Senior Vice President Corum Group Ltd. 
Jon joined Corum in 2010 out of their Seattle headquarters and is now based in Amsterdam. He has close to 30 years experience serving high technology companies with the last 20 mainly in chief operating and chief executive roles. During this time Jon has become known for his ability to successfully integrate strategies and tactics into well executed operating plans, building strong teams and achieving excellent results. Jon has served as President and CEO of The PowerTech Group, a security and compliance software company sold to Help/Systems in 2008, and Microserv Technology Services, a nationwide tech services company which was acquired by Halifax Corporation in 2003. Earlier he served as President and COO of Traveling Software, a leading developer of communications software in Seattle. Prior to his operating roles Jon held vice president roles in sales, marketing and business development for technology companies. Jon has taught in the software product management program at the University of Washington and holds a business administration degree from San Francisco State University. 
Conference Report – Berlin CEO Breakfast
5 
Conference Report – Berlin CEO Breakfast
6 
Rob has over 30 years of executive and entrepreneurial experience in multiple technologies: Integrated circuit testing, industrial process automation and control, communications software, security software, and energy software and services. Rob has founded and sold several companies and engaged in two IPOs. He was most recently CEO of Evergreen Fuel Technologies, Inc. in the energy sector. Rob is a broadly skilled strategic development professional with a proven reputation for targeting, negotiating and developing profitable ventures and a demonstrated ability to successfully analyze an organization's critical business requirements, identify deficiencies and opportunities, and develop innovative and cost-effective solutions for enhancing competitiveness, increasing revenues, and improving customer relationships. 
Rob Schram Senior Vice President Corum Group Ltd. 
Conference Report – Patents & M&A
Software Patent Luminaries 
Elon Gasper Vice President & Director of Research, Corum Group 
F. David LaRiviere Managing Partner, LaRiviere, Grubman & Payne, LLP
Patents as an Asset in M&A 
•Patents now a business asset 
•Increasingly driving midrange M&A 
•Affecting all phases: 
–Valuation 
–Negotiation 
–Due Diligence 
•International increasingly important 
•Costs
Software patents on the increase* 
Source: TAEUS Corporation 
*US Patent apps claiming “Computer-readable medium” 
01 02 03 04 05 06 07 08 09 10 11 12 13
Approaches to Value of Patents in M&A 
•Study: having a patent assigned to the target increases the deal value by $250,000 on average 
•Study: the quantity of patents in a portfolio is secondary to the quality of those patents 
•Net present value of established royalty stream 
•Book value of patent (cost to date) 
•Assign 25% of operating profits to the patents 
•Compare to similar patents 
Source: Antti Saari, Aalto University
A) Owning a patentable technology 
•Provisional application also serves to define your trade secret technology 
•If already on the market – use trademark registration protection 
B) Owning a patent application in process 
•Establish 3 levels of claims strategies: 
–broadest possible claim tree, mid-level claims tree, a “picture” claim 
•File an RCE / CIP 
C) Owning an issued patent 
•Follow the issued patents with applications on improvements, other embodiments, additional uses and the like to build a patent portfolio 
Legal protection of intellectual property
Contact Us 
To view the webcast presentation visit: 
www.wfs.com 
For copies of the material send an email to: 
Rob Schram: robs@corumgroup.com
13 
Upcoming Events 
GamesBeat (San Francisco, CA) 
Alina Soltys 
Sept. 15 
International Bar Association Conference 
(Santa Monica, CA) 
John Simpson 
Sept. 18 
Angel Capital Association Leadership Workshop 
(Cincinnati, OH) 
Ed Ossie 
Sept. 18
14 
Corum Research Report 
Elon Gasper Vice President, 
Director of Research 
Amber Stoner Senior Analyst
15 
Public Markets 
0% 
5% 
10% 
15% 
20% 
25% 
30% 
Weekly Percentage Change 
NASDAQ 
S&P TECH 
Dow Jones
16 
Aug. 2013 
Aug. 2014 
# of Transactions 
290 
294 
# of Mega Deals 
2 
5 
Largest Deal 
$1.9B 
$3.5B 
Private Equity Deals 
18 
17 
# VC backed Exits 
62 
49 
% Cross Border Transactions 
27% 
32% 
% of Startup Acquisitions 
12% 
15% 
Average Life of Target 
15 
15 
Corum Index 
Buyer 
Seller 
Price 
FleetCor Technologies 
Comdata 
$3.5B 
Scientific Games 
Bally Technologies 
$3.3B 
Gannett 
Cars.com 
$1.8B 
Cerner 
Siemens Health 
$1.3B 
Amazon 
Twitch 
$1.0B
17 
Aug. 2013 
Aug. 2014 
# of Transactions 
290 
294 
# of Mega Deals 
2 
4 
Largest Deal 
$1.9B 
$3.5B 
Private Equity Deals 
18 
17 
# VC backed Exits 
62 
49 
% Cross Border Transactions 
27% 
32% 
% of Startup Acquisitions 
12% 
15% 
Average Life of Target 
15 
15 
Corum Index 
Buyer 
Seller 
Price 
FleetCor Technologies 
Comdata 
$3.5B 
Scientific Games 
Bally Technologies 
$3.3B 
Gannett 
Cars.com 
$1.8B 
Cerner 
Siemens Health 
$1.3B 
Sold to 
Sector: E-commerce 
Target: Comdata 
Acquirer: FleetCor Technologies 
Transaction Value: $3.45 billion 
-Transaction processing and e-commerce payments services 
-Expands fuel card business into the US trucking market and the electronic corporate payment arena. 
Deal Spotlight
18 
The Corum Top Ten 2014 Disruptive Technology Trends 
Decreasing Friction in Payments & Exchange 
Digital Currency Flow 
Currency flow has moving towards fewer barriers and less friction on transactions. 
Examples include digital currencies, mobile wallets, crowdfunding, lightweight payment systems, online game and social network currencies & more 
Software & systems that improve upon or harness this flow have significant potential
19 
Aug. 2013 
Aug. 2014 
# of Transactions 
290 
294 
# of Mega Deals 
2 
4 
Largest Deal 
$1.9B 
$3.5B 
Private Equity Deals 
18 
17 
# VC backed Exits 
62 
49 
% Cross Border Transactions 
27% 
32% 
% of Startup Acquisitions 
12% 
15% 
Average Life of Target 
15 
15 
Corum Index 
Buyer 
Seller 
Price 
FleetCor Technologies 
Comdata 
$3.5B 
Scientific Games 
Bally Technologies 
$3.3B 
Gannett 
Cars.com 
$1.8B 
Cerner 
Siemens Health 
$1.3B 
Sold to 
Sector: Healthcare 
Target: Siemens Health Services 
Acquirer: Cerner Corp. 
Transaction Value: $1.3 billion 
-Clinical and financial health IT systems for the medical sector. 
-Furthers industry innovation with a combined $650 million annual R&D investment. 
Deal Spotlight
20 
Aug. 2013 
Aug. 2014 
# of Transactions 
290 
294 
# of Mega Deals 
2 
5 
Largest Deal 
$1.9B 
$3.5B 
Private Equity Deals 
18 
17 
# VC backed Exits 
62 
49 
% Cross Border Transactions 
27% 
32% 
% of Startup Acquisitions 
12% 
15% 
Average Life of Target 
15 
15 
Corum Index 
Buyer 
Seller 
Price 
FleetCor Technologies 
Comdata 
$3.5B 
Scientific Games 
Bally Technologies 
$3.3B 
Gannett 
Cars.com 
$1.8B 
Cerner 
Siemens Health 
$1.3B 
Amazon 
Twitch 
$1.0B
21 
Horizontal Application Software Market 
3.5x 
17.3x 
Public Valuation Multiples 
EV 
Sales 
Since Q2 
Corum Analysis 
EV 
EBITDA 
Continues to be the highest of six sectors, led by SaaS companies. 
As growth commands value, profits slide back in priority. 
Aug. 2014
22 
Horizontal Application Software Market 
3.5x 
17.3x 
Deal Spotlight 
EV 
Sales 
Since Q2 
Corum Analysis 
EV 
EBITDA 
Continue to be the highest of six sectors led by SaaS companies 
Slides back a bit, but still at the multi-year highs 
Aug. 2014 
Sold to 
Sector: ERP 
Target: PaySuite [UK] 
Acquirer: Intuit 
Transaction Value: Undisclosed 
-Employee payroll management SaaS. 
-Intuit’s third oversees acquisition in 2014. 
-Will allow small businesses to integrate their payroll data directly in QuickBooks Online.
23 
Horizontal Application Software Market 
3.5x 
17.3x 
Deal Spotlight 
EV 
Sales 
Since Q2 
Corum Analysis 
EV 
EBITDA 
Continue to be the highest of six sectors led by SaaS companies 
Slides back a bit, but still at the multi-year highs 
Aug. 2014 
Sold to 
Sector: ERP 
Target: OnForce 
Acquirer: Adecco SA [Switzerland] 
Transaction Value: Undisclosed 
-Workforce management SaaS enabling payments. 
-Complements the vendor management system provided by Adecco's Beeline business.
24 
Horizontal Application Software Market 
3.5x 
17.3x 
Deal Spotlight 
EV 
Sales 
Since Q2 
Corum Analysis 
EV 
EBITDA 
Continue to be the highest of six sectors led by SaaS companies 
Slides back a bit, but still at the multi-year highs 
Aug. 2014 
Sold to 
Sector: CRM 
Target: [X + 1] 
Acquirer: Rocket Fuel Inc. 
Transaction Value: $230 million 
-Centralized data management hub for online advertising. 
-Accelerates entry into the digital marketing enterprise SaaS market.
25 
Horizontal Application Software Market 
3.5x 
17.3x 
Deal Spotlight 
EV 
Sales 
Since Q2 
Corum Analysis 
EV 
EBITDA 
Continue to be the highest of six sectors led by SaaS companies 
Slides back a bit, but still at the multi-year highs 
Aug. 2014 
Sold to 
Sector: CRM 
Target: InsightExpress 
Acquirer: Millward Brown 
Transaction Value: Undisclosed 
-Digital marketing campaign analysis and analytics tracking SaaS. 
-Part of the data investment management division of WPP.
26 
Vertical Application Software Market 
2.8x 
13.4x 
Public Valuation Multiples 
EV 
Sales 
Corum Analysis 
EV 
EBITDA 
Since Q2 
Pull back to April levels, in continuation of stair-step pattern: upswing next month? 
Tightly tracking the sales multiples for over a year. 
Aug. 2014
27 
Vertical Application Software Market 
2.8x 
13.4x 
Deal Spotlight 
EV 
Sales 
Corum Analysis 
EV 
EBITDA 
Since Q2 
Returned to the March level maintained by SaaS-interested buyers. 
Slightly recovered from summer drop pursuing April highs. 
Aug. 2014 
Sold to 
Sector: Healthcare 
Target: Nirvaco AS [Norway] 
Acquirer: Datawell Group [Finland] 
Transaction Value: Undisclosed 
-Medical coding, analytics and corporate performance management software for healthcare institutions in Norway.
28 
Vertical Application Software Market 
2.8x 
13.4x 
Deal Spotlights: Healthcare 
EV 
Sales 
Corum Analysis 
EV 
EBITDA 
Since Q2 
Returned to the March level maintained by SaaS-interested buyers. 
Slightly recovered from summer drop pursuing April highs. 
Aug. 2014 
Sold to 
Target: Aperek 
Acquirer: Premier 
Transaction Value: $48.5 million 
-Healthcare-related SCM analytics and ERP accounting SaaS. 
Sold to 
Target: TheraDoc 
Acquirer: Premier 
Transaction Value: $117 million 
-Medical clinical infection surveillance software.
29 
Vertical Application Software Market 
2.8x 
13.4x 
Deal Spotlights 
EV 
Sales 
Corum Analysis 
EV 
EBITDA 
Since Q2 
Returned to the March level maintained by SaaS-interested buyers. 
Slightly recovered from summer drop pursuing April highs. 
Aug. 2014 
Sold to 
Sector: Healthcare 
Target: Four Rivers Software Systems 
Acquirer: Accruent 
-Plant and facilities maintenance management software, SaaS and mobile applications. 
Sold to 
Sector: Healthcare 
Target: SiteFM 
Acquirer: Accruent 
-Facilities, asset management and related compliance software for the healthcare sector.
30 
Vertical Application Software Market 
2.8x 
13.4x 
Deal Spotlights 
EV 
Sales 
Corum Analysis 
EV 
EBITDA 
Since Q2 
Returned to the March level maintained by SaaS-interested buyers. 
Slightly recovered from summer drop pursuing April highs. 
Aug. 2014 
Sold to 
Sector: Government 
Target: Lexipol 
Acquirer: Riverside Company 
-Policy and risk management and related training SaaS for law enforcement agencies, correctional facilities and fire departments. 
Sold to 
Sector: Financial 
Target: DMA Corp. 
Acquirer: Riverside Company 
-Marketing analytics, CRM and database management SaaS.
31 
Infrastructure Software Market 
2.5x 
15.7x 
Public Valuation Multiples 
EV 
Sales 
Corum Analysis 
EV 
EBITDA 
Since Q2 
Holding steady at highest values this decade. 
Compelling security needs further boost value of working, profitable, deployed solutions. 
Aug. 2014
32 
Infrastructure Software Market 
2.5x 
15.7x 
Deal Spotlight 
EV 
Sales 
Corum Analysis 
EV 
EBITDA 
Since Q2 
Steady valuations reflect maturity in the sector. 
Reached all-years 
highs, boosted by 
healthy SaaS models. 
Aug. 2014 
Sold to 
Sector: Security 
Target: SailPoint Technologies 
Acquirer: Thoma Bravo 
Transaction Value: $300 million (est.) 
- IAM on-premise and cloud-based software. 
-Signals continued PE interest in information security.
33 
Infrastructure Software Market 
2.5x 
15.7x 
Deal Spotlights 
EV 
Sales 
Corum Analysis 
EV 
EBITDA 
Since Q2 
Steady valuations reflect maturity in the sector. 
Reached all-years highs, boosted by healthy SaaS models. 
Aug. 2014 
Sold to 
Sector: Security 
Target: Lighthouse Security Group 
Acquirer: IBM 
-Cloud-based network access control and provisioning SaaS. 
Sold to 
Sector: Security 
Target: CrossIdeas [Italy] 
Acquirer: IBM 
-Identity and access management SaaS.
34 
Infrastructure Software Market 
2.5x 
15.7x 
Deal Spotlights 
EV 
Sales 
Corum Analysis 
EV 
EBITDA 
Since Q2 
Steady valuations reflect maturity in the sector. 
Reached all-years highs, boosted by healthy SaaS models. 
Aug. 2014 
Sold to 
Sector: Infrastructure Management 
Target: CloudVolumes 
Acquirer: Vmware 
-Enterprise server and desktop workload virtualization SaaS for datacenters and businesses. 
Sold to 
Sector: Infrastructure Management 
Target: Virtual System Solutions [Singapore] 
Acquirer: Vmware 
-Cloud migration software
35 
Corum Research Report 
Elon Gasper Vice President, 
Director of Research 
Amber Stoner Senior Analyst
36 
A leader in the software industry, Bruce has founded or owned four software companies, including the largest vertical market software company, AMI, an Inc. 500 firm rated by IDC as the fastest growing computer-related company in the world. He has served on advisory boards for Microsoft, IBM, DEC, Comdex and Apple, and as board member/founding investor in some of the most innovative firms in their field, including Blue Coat, Bright Star and Sabaki. Past advisor to two governors and a senator, a board member of the Washington Technology Center, and founder of the WTIA, the nation’s most active regional technology trade association. He worked with the Canadian government to found SoftWorld, and he was recently chosen as one of the 200 most influential individuals in the IT community in Europe. He was also the only American juror for the recent Tornado 100 Awards given to Europe’s top technology firms A graduate with Distinction from Harvard Business School, Bruce has written three books on business models for success, including Power Planning. He is a frequent lecturer and author. 
Bruce Milne CEO 
Corum Group Ltd. 
Deal Structures Today
37 
Deal Structures Today 
What is being purchased (Stock or Assets) 
How much is being paid 
How and when it is being paid 
Plus other supporting items including contingencies 
Structure is…
38 
10 Forms of Payment 
Cash 
Stock 
Debt assumption 
Employment 
Stock options 
Consulting 
Non- competes 
Earn-out 
Retention pool 
Profit sharing
39 
Structure Depends On… 
Seller - revenue, industry, age and profitability 
Complexity of ownership and debt 
Dynamics of seller’s ownership (conflict, options etc.) 
“Active” vs. “passive” shareholders 
Buyer’s capabilities, capacity 
Tax considerations of both organizations 
Structure is more important than price
40 
Minority/Installment Sales 
Jim Perkins Regional Director, Digital Media Specialist Corum Group, Ltd. 
Entertainment software entrepreneur Jim Perkins is directly responsible for publishing some of the industry’s biggest franchises, including Unreal, Duke Nukem, Wolfenstein, Doom, Hunting Unlimited, and Driver. A well-known senior executive with a 22-year track record of publishing such bestselling hits, he founded and grew two highly successful software publishing companies (FormGen and ARUSH) from start- ups to multi-million dollar enterprises. Jim also launched Radar Group, the first Transmedia Incubation Company to monetize entertainment franchises across all media, including film and television. His success and extensive experience in software production, marketing and public relations, packaging, online and retail distribution and software M&A, uniquely qualify him as an expert in building value and realizing wealth. Jim joined Corum Group, the world’s leading software M&A firm, with a specific focus on educating and helping prospective sellers maximize the value of their digital media companies.
41 
Minority Sale – Factors to Consider 
Clarity on who is running the company 
Planning for ultimate total purchase 
Upside for the seller 
Bonuses for performance 
Performance metrics/control 
Accelerators to full purchase
42 
Installment Sale 
Ensure clear payment values 
Agree upon timing 
Research buyer quality 
Determine premium to seller 
Clarify buyer default consequences 
Agree upon acceleration triggers
43 
Jon Scott Senior Vice President 
Corum Group Ltd. 
Jon joined Corum in 2010 out of their Seattle headquarters and is now based in Amsterdam. He has close to 30 years experience serving high technology companies with the last 20 mainly in chief operating and chief executive roles. During this time Jon has become known for his ability to successfully integrate strategies and tactics into well executed operating plans, building strong teams and achieving excellent results. Jon has served as President and CEO of The PowerTech Group, a security and compliance software company sold to Help/Systems in 2008, and Microserv Technology Services, a nationwide tech services company which was acquired by Halifax Corporation in 2003. Earlier he served as President and COO of Traveling Software, a leading developer of communications software in Seattle. Prior to his operating roles Jon held vice president roles in sales, marketing and business development for technology companies. Jon has taught in the software product management program at the University of Washington and holds a business administration degree from San Francisco State University. 
Taking Stock
44 
Taking Stock 
•Values easily accessible 
•Restrictions on sale? 
Public Stock 
•Regulatory implications 
•Tax implications 
•Vary significantly by jurisdiction 
Private Stock
45 
Corum's former President and now Chairman, Ward Carter's technology background includes a variety of management positions with the Burroughs Corporation (later Unisys). Then, as vice president of a Wall Street investment firm and as principal in a regional venture firm, he raised capital for ventures in computer hardware, software, and biotechnology. As an executive for a Seattle-based archival storage software company, he attracted venture capital and assisted with the eventual acquisition of the company by a larger competitor. As president of InfoMatrix, and later Discovery Sales + Marketing, Ward provided strategic consulting support to emerging software companies. He joined Corum in 1997, has successfully managed numerous software company mergers and acquisitions worldwide, was appointed President in 2006 and Chairman in 2010. He graduated with Honors from Seattle University with a B.A. in Business. 
Ward Carter Chairman Corum Group Ltd. 
Spotlight Report – SaaS 
Pre-IPO Stock
46 
Pre-IPO Stock 
Examine market risks 
Prepare for disappointment 
Case Study: PlanSwift/Textura 
PlanSwift accepted pre-IPO stock in Textura 
Value more than doubled to $15 at IPO 
Surged to $48, settled in near $25 
Best for sweetener/bridging the gap
47 
Jeff Brown Vice President Corum Group Ltd. 
Jeff joined Corum in 2007 as Regional Director in Houston, Texas. He has over 25 years of entrepreneurial and consulting experience building software and business services companies. He specializes in information technology for engineering, scientific and business applications. He also understands the energy industry and multinational operations. Jeff helped form and was President of Severn Trent Worksuite, a FTSE 100 subsidiary, which became the leading provider of enterprise and wireless workflow management software. Jeff was Vice President at IntelliGIS, a pioneer in geographic information systems and wireless computing. Additionally, he launched Western Hemisphere operations for Simon Petroleum Technology, a provider of petroleum reservoir management software, and was a member of the initial management team at GeoQuest Systems, which became the leader in petroleum decision support systems. Jeff began his career on the research staff at Columbia University and is a published author. He holds a degree in Geology from the State University of NY. 
Exploring Options
48 
Earnouts 
Rob has over 30 years of executive and entrepreneurial experience in multiple technologies: Integrated circuit testing, industrial process automation and control, communications software, security software, and energy software and services. Rob has founded and sold several companies and engaged in two IPOs. He was most recently CEO of Evergreen Fuel Technologies, Inc. in the energy sector. Rob is a broadly skilled strategic development professional with a proven reputation for targeting, negotiating and developing profitable ventures and a demonstrated ability to successfully analyze an organization's critical business requirements, identify deficiencies and opportunities, and develop innovative and cost-effective solutions for enhancing competitiveness, increasing revenues, and improving customer relationships. 
Rob Schram Senior Vice President Corum Group Ltd.
49 
Earnouts 
Tying added value to benchmarks 
Product Releases 
Customer Acquisition 
Revenue 
Profitability 
Used with aggressive projections or to retain management 
Secure authority & resources to achieve goals 
Should not exceed 25% of total
50 
Ed Ossie Regional Director Corum Group 
Ed has over 30 years of international experience serving high-growth technology companies and has spent the last 20 years in chief operating and chief executive roles. During this time, Ed has become known for his ability to design, build and execute multi-year growth strategies with a highly engaged team. The high performance teams operate in a trust-based company culture which in turn drives scale and strong customer relationships, producing profitable growth. Ed served as President of Innovation Group PLC, and prior to that led the sale of MTW Corporation to Innovation Group as MTW CEO. Both companies are in the insurance software and business process services segments. Prior to that he was Division Manager and Vice President for the Texas Instruments Software Group, which grew from startup to 1300 people in 5 years. 
Today he advises a number of high-growth technology teams on how they might win, shape and scale their operations to create viable high impact options for their future. Ed graduated with a Bachelor of Science degree from Missouri State University and attended select Executive Programs at Stanford Graduate School of Business, such as the Executive Program for Growing Companies and the 2011 Directors Consortium. 
Employment Agreements/Noncompetes
51 
Employment Agreements/Noncompetes 
Typically the last thing negotiated 
Employment agreements protect both parties 
Consulting agreements may be preferred 
Be sure non-competes are not too broad 
Behavior during negotiation sends signals
52 
Active vs. Passive Sellers 
Mark Johnson Director Corum Group International, Ltd. 
Mark’s professional experience is as an M&A advisor, CEO of an IT company, Venture Capitalist, IT Management Consultant and Naval Officer. The thread throughout his career has been Information Technology, its commercialization, and its applications towards improving business effectiveness. His undergraduate education is from the U.S. Naval Academy in Annapolis, MD, where he received a degree in Systems Engineering. In 2006 he spent one year at the Stockholm School of Economics attaining an MBA. Additionally, he was a semi-professional road cyclist and was ranked 1st in the U.S. Mid-Atlantic. He enjoys the challenges and dynamism involved with identifying new technology innovations with strong commercialization applications, particularly in an international setting where he has had the opportunity to work in numerous countries throughout Asia, the Middle East, Europe, and Africa. Serving as a Naval Officer provided an exceptional leadership opportunity in a challenging and diverse environment.
53 
Active vs. Passive Sellers 
Be prepared, creative & flexible 
•Management Owners 
Active Sellers: 
•Outside investors 
Passive Sellers 
•Different deals to different sellers 
Challenge #1 
•Passive owners don’t want risk after closing 
Challenge #2
54 
A leader in the software industry, Bruce has founded or owned four software companies, including the largest vertical market software company, AMI, an Inc. 500 firm rated by IDC as the fastest growing computer-related company in the world. He has served on advisory boards for Microsoft, IBM, DEC, Comdex and Apple, and as board member/founding investor in some of the most innovative firms in their field, including Blue Coat, Bright Star and Sabaki. Past advisor to two governors and a senator, a board member of the Washington Technology Center, and founder of the WTIA, the nation’s most active regional technology trade association. He worked with the Canadian government to found SoftWorld, and he was recently chosen as one of the 200 most influential individuals in the IT community in Europe. He was also the only American juror for the recent Tornado 100 Awards given to Europe’s top technology firms A graduate with Distinction from Harvard Business School, Bruce has written three books on business models for success, including Power Planning. He is a frequent lecturer and author. 
Bruce Milne CEO Corum Group Ltd. 
Deal Structures Today
55 
Welcome Bonus 
Stay Bonus 
Completion Bonus 
Options 
Earn-out 
Profit sharing 
Structure – Don’t Forget the Employees! 
Everything can be negotiated…
56 
Company A 
7 Employees 
•Quarterly Retention Bonuses for two years 
•Completion Bonus to R&D staff 
•Profit Sharing 
Sample Employee Retention Plans 
Company B 
25 Employees 
•Welcome Bonus (50% now; 50% in 12 mo) 
•New Stock Option – Vested four years 
•No cut; 12-month severance 
Company C 
60 Employees 
•Put key employees into earn-out – based on milestones 
•Two-year stay bonus – lump sum in 24 mo
57 
Highest Potential Price 
Lowest Price (least risk to seller) 
Structure 
Earn-out Employment Agreements Assumption of Debt Notes Stock Cash
58 
Nat joined Corum in 1996 and brings a diverse background in technology M&A and law. While with the Enforcement Division of the U.S. Securities and Exchange Commission, Nat helped identify and build cases against securities fraud schemes. With the Strategic Development Division of Morgan Stanley's M&A group, Nat worked on cross-border acquisitions of U.S. and European companies by Japanese firms, and on financings by large Japanese public companies. Nat moved to Morgan Stanley's Tokyo office, where he reported directly to the President of Morgan Stanley, Japan Ltd. and focused exclusively on cross-border M&A. After Morgan Stanley, Nat co-founded Postcard Software, a creator of advertiser-driven bilingual (English and Japanese) Internet content. At Activision, Nat led the company's on-line business development. Nat earned an undergraduate degree in Japanese literature from Yale College and a law degree from UCLA. While in law school, Nat wrote articles for the International Forum at Yale, Tokyo Journal. 
Nat Burgess President 
Corum Group Ltd. 
Closing Thoughts
59 
Sep. 16: Nashville – MB Sep. 16: Edinburgh – MB Sep. 17: Dublin – SUSO Sep. 17: Cincinnati – MB Sep. 17: Austin – SUSO Sep. 22: Madrid – MB Sep. 23: Lisbon – MB Oct. 1: Paris – SUSO Oct. 2: Reston – SUSO 
Upcoming Conference Schedule 
Selling Up Selling Out (SUSO) - Ready to go to market? During this half-day workshop, learn to prepare, position, research, value, negotiate, and execute due diligence for maximum price and structure. This is the most attended Tech M&A event ever – participants have done over $1 trillion in transaction value. Merge Briefing (MB) - The Merge Briefing is a 90-minute executive briefing providing a current M&A market update (trends, valuations, etc.), as well as a brief overview of the Tech M&A process: “8 Steps To An Optimal Outcome.” 
www.CorumGroup.com/Events 
Oct. 6: Santiago – MB Oct. 7: Miami – MB Oct. 7: Phoenix – SUSO Oct. 8: Tampa – MB Oct. 16: Seattle – MB Oct. 21: Boston – MB Oct. 23: New York – MB Oct. 28: Indianapolis – MB Oct. 28: Cleveland – SUSO
60 
www.corumgroup.com

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2014 Tech M&A Monthly - Deal Structures Today

  • 1. 1 Global Tech M&A Monthly Deal Structures Today
  • 2. 2 Timothy Goddard Vice President, Marketing Corum Group Ltd. Timothy joined Corum in 2011, and oversees the company’s marketing efforts globally from the headquarters near Seattle. Chief among these is Corum's extensive conference schedule, “Selling Up, Selling Out,” the Merge Briefing, the Tech M&A Monthly webcast and Corum's platinum sponsorship of the World Financial Symposiums' live events and Market Spotlight series. Through these events, Corum Group serves as the world’s leading educator in technology mergers and acquisitions. Prior to joining Corum, Timothy served as marketing and product manager for GIS software startup Depiction, Inc., and previously worked in marketing for VizX Labs, a pioneering SaaS startup delivering DNA analysis tools. In addition to marketing for software startups, Tim has worked for a US Senate campaign and taught science in Rio de Janeiro. Timothy graduated Magna Cum Laude from Bethel University in St. Paul, Minnesota, with degrees in History and Biology. Moderator
  • 3. 3 Agenda Welcome Conference Report – Berlin CEO Breakfast Conference Report – Patents & M&A Upcoming Events Research Report Deal Structures Today Closing Thoughts Q&A
  • 4. 4 Jon Scott Senior Vice President Corum Group Ltd. Jon joined Corum in 2010 out of their Seattle headquarters and is now based in Amsterdam. He has close to 30 years experience serving high technology companies with the last 20 mainly in chief operating and chief executive roles. During this time Jon has become known for his ability to successfully integrate strategies and tactics into well executed operating plans, building strong teams and achieving excellent results. Jon has served as President and CEO of The PowerTech Group, a security and compliance software company sold to Help/Systems in 2008, and Microserv Technology Services, a nationwide tech services company which was acquired by Halifax Corporation in 2003. Earlier he served as President and COO of Traveling Software, a leading developer of communications software in Seattle. Prior to his operating roles Jon held vice president roles in sales, marketing and business development for technology companies. Jon has taught in the software product management program at the University of Washington and holds a business administration degree from San Francisco State University. Conference Report – Berlin CEO Breakfast
  • 5. 5 Conference Report – Berlin CEO Breakfast
  • 6. 6 Rob has over 30 years of executive and entrepreneurial experience in multiple technologies: Integrated circuit testing, industrial process automation and control, communications software, security software, and energy software and services. Rob has founded and sold several companies and engaged in two IPOs. He was most recently CEO of Evergreen Fuel Technologies, Inc. in the energy sector. Rob is a broadly skilled strategic development professional with a proven reputation for targeting, negotiating and developing profitable ventures and a demonstrated ability to successfully analyze an organization's critical business requirements, identify deficiencies and opportunities, and develop innovative and cost-effective solutions for enhancing competitiveness, increasing revenues, and improving customer relationships. Rob Schram Senior Vice President Corum Group Ltd. Conference Report – Patents & M&A
  • 7. Software Patent Luminaries Elon Gasper Vice President & Director of Research, Corum Group F. David LaRiviere Managing Partner, LaRiviere, Grubman & Payne, LLP
  • 8. Patents as an Asset in M&A •Patents now a business asset •Increasingly driving midrange M&A •Affecting all phases: –Valuation –Negotiation –Due Diligence •International increasingly important •Costs
  • 9. Software patents on the increase* Source: TAEUS Corporation *US Patent apps claiming “Computer-readable medium” 01 02 03 04 05 06 07 08 09 10 11 12 13
  • 10. Approaches to Value of Patents in M&A •Study: having a patent assigned to the target increases the deal value by $250,000 on average •Study: the quantity of patents in a portfolio is secondary to the quality of those patents •Net present value of established royalty stream •Book value of patent (cost to date) •Assign 25% of operating profits to the patents •Compare to similar patents Source: Antti Saari, Aalto University
  • 11. A) Owning a patentable technology •Provisional application also serves to define your trade secret technology •If already on the market – use trademark registration protection B) Owning a patent application in process •Establish 3 levels of claims strategies: –broadest possible claim tree, mid-level claims tree, a “picture” claim •File an RCE / CIP C) Owning an issued patent •Follow the issued patents with applications on improvements, other embodiments, additional uses and the like to build a patent portfolio Legal protection of intellectual property
  • 12. Contact Us To view the webcast presentation visit: www.wfs.com For copies of the material send an email to: Rob Schram: robs@corumgroup.com
  • 13. 13 Upcoming Events GamesBeat (San Francisco, CA) Alina Soltys Sept. 15 International Bar Association Conference (Santa Monica, CA) John Simpson Sept. 18 Angel Capital Association Leadership Workshop (Cincinnati, OH) Ed Ossie Sept. 18
  • 14. 14 Corum Research Report Elon Gasper Vice President, Director of Research Amber Stoner Senior Analyst
  • 15. 15 Public Markets 0% 5% 10% 15% 20% 25% 30% Weekly Percentage Change NASDAQ S&P TECH Dow Jones
  • 16. 16 Aug. 2013 Aug. 2014 # of Transactions 290 294 # of Mega Deals 2 5 Largest Deal $1.9B $3.5B Private Equity Deals 18 17 # VC backed Exits 62 49 % Cross Border Transactions 27% 32% % of Startup Acquisitions 12% 15% Average Life of Target 15 15 Corum Index Buyer Seller Price FleetCor Technologies Comdata $3.5B Scientific Games Bally Technologies $3.3B Gannett Cars.com $1.8B Cerner Siemens Health $1.3B Amazon Twitch $1.0B
  • 17. 17 Aug. 2013 Aug. 2014 # of Transactions 290 294 # of Mega Deals 2 4 Largest Deal $1.9B $3.5B Private Equity Deals 18 17 # VC backed Exits 62 49 % Cross Border Transactions 27% 32% % of Startup Acquisitions 12% 15% Average Life of Target 15 15 Corum Index Buyer Seller Price FleetCor Technologies Comdata $3.5B Scientific Games Bally Technologies $3.3B Gannett Cars.com $1.8B Cerner Siemens Health $1.3B Sold to Sector: E-commerce Target: Comdata Acquirer: FleetCor Technologies Transaction Value: $3.45 billion -Transaction processing and e-commerce payments services -Expands fuel card business into the US trucking market and the electronic corporate payment arena. Deal Spotlight
  • 18. 18 The Corum Top Ten 2014 Disruptive Technology Trends Decreasing Friction in Payments & Exchange Digital Currency Flow Currency flow has moving towards fewer barriers and less friction on transactions. Examples include digital currencies, mobile wallets, crowdfunding, lightweight payment systems, online game and social network currencies & more Software & systems that improve upon or harness this flow have significant potential
  • 19. 19 Aug. 2013 Aug. 2014 # of Transactions 290 294 # of Mega Deals 2 4 Largest Deal $1.9B $3.5B Private Equity Deals 18 17 # VC backed Exits 62 49 % Cross Border Transactions 27% 32% % of Startup Acquisitions 12% 15% Average Life of Target 15 15 Corum Index Buyer Seller Price FleetCor Technologies Comdata $3.5B Scientific Games Bally Technologies $3.3B Gannett Cars.com $1.8B Cerner Siemens Health $1.3B Sold to Sector: Healthcare Target: Siemens Health Services Acquirer: Cerner Corp. Transaction Value: $1.3 billion -Clinical and financial health IT systems for the medical sector. -Furthers industry innovation with a combined $650 million annual R&D investment. Deal Spotlight
  • 20. 20 Aug. 2013 Aug. 2014 # of Transactions 290 294 # of Mega Deals 2 5 Largest Deal $1.9B $3.5B Private Equity Deals 18 17 # VC backed Exits 62 49 % Cross Border Transactions 27% 32% % of Startup Acquisitions 12% 15% Average Life of Target 15 15 Corum Index Buyer Seller Price FleetCor Technologies Comdata $3.5B Scientific Games Bally Technologies $3.3B Gannett Cars.com $1.8B Cerner Siemens Health $1.3B Amazon Twitch $1.0B
  • 21. 21 Horizontal Application Software Market 3.5x 17.3x Public Valuation Multiples EV Sales Since Q2 Corum Analysis EV EBITDA Continues to be the highest of six sectors, led by SaaS companies. As growth commands value, profits slide back in priority. Aug. 2014
  • 22. 22 Horizontal Application Software Market 3.5x 17.3x Deal Spotlight EV Sales Since Q2 Corum Analysis EV EBITDA Continue to be the highest of six sectors led by SaaS companies Slides back a bit, but still at the multi-year highs Aug. 2014 Sold to Sector: ERP Target: PaySuite [UK] Acquirer: Intuit Transaction Value: Undisclosed -Employee payroll management SaaS. -Intuit’s third oversees acquisition in 2014. -Will allow small businesses to integrate their payroll data directly in QuickBooks Online.
  • 23. 23 Horizontal Application Software Market 3.5x 17.3x Deal Spotlight EV Sales Since Q2 Corum Analysis EV EBITDA Continue to be the highest of six sectors led by SaaS companies Slides back a bit, but still at the multi-year highs Aug. 2014 Sold to Sector: ERP Target: OnForce Acquirer: Adecco SA [Switzerland] Transaction Value: Undisclosed -Workforce management SaaS enabling payments. -Complements the vendor management system provided by Adecco's Beeline business.
  • 24. 24 Horizontal Application Software Market 3.5x 17.3x Deal Spotlight EV Sales Since Q2 Corum Analysis EV EBITDA Continue to be the highest of six sectors led by SaaS companies Slides back a bit, but still at the multi-year highs Aug. 2014 Sold to Sector: CRM Target: [X + 1] Acquirer: Rocket Fuel Inc. Transaction Value: $230 million -Centralized data management hub for online advertising. -Accelerates entry into the digital marketing enterprise SaaS market.
  • 25. 25 Horizontal Application Software Market 3.5x 17.3x Deal Spotlight EV Sales Since Q2 Corum Analysis EV EBITDA Continue to be the highest of six sectors led by SaaS companies Slides back a bit, but still at the multi-year highs Aug. 2014 Sold to Sector: CRM Target: InsightExpress Acquirer: Millward Brown Transaction Value: Undisclosed -Digital marketing campaign analysis and analytics tracking SaaS. -Part of the data investment management division of WPP.
  • 26. 26 Vertical Application Software Market 2.8x 13.4x Public Valuation Multiples EV Sales Corum Analysis EV EBITDA Since Q2 Pull back to April levels, in continuation of stair-step pattern: upswing next month? Tightly tracking the sales multiples for over a year. Aug. 2014
  • 27. 27 Vertical Application Software Market 2.8x 13.4x Deal Spotlight EV Sales Corum Analysis EV EBITDA Since Q2 Returned to the March level maintained by SaaS-interested buyers. Slightly recovered from summer drop pursuing April highs. Aug. 2014 Sold to Sector: Healthcare Target: Nirvaco AS [Norway] Acquirer: Datawell Group [Finland] Transaction Value: Undisclosed -Medical coding, analytics and corporate performance management software for healthcare institutions in Norway.
  • 28. 28 Vertical Application Software Market 2.8x 13.4x Deal Spotlights: Healthcare EV Sales Corum Analysis EV EBITDA Since Q2 Returned to the March level maintained by SaaS-interested buyers. Slightly recovered from summer drop pursuing April highs. Aug. 2014 Sold to Target: Aperek Acquirer: Premier Transaction Value: $48.5 million -Healthcare-related SCM analytics and ERP accounting SaaS. Sold to Target: TheraDoc Acquirer: Premier Transaction Value: $117 million -Medical clinical infection surveillance software.
  • 29. 29 Vertical Application Software Market 2.8x 13.4x Deal Spotlights EV Sales Corum Analysis EV EBITDA Since Q2 Returned to the March level maintained by SaaS-interested buyers. Slightly recovered from summer drop pursuing April highs. Aug. 2014 Sold to Sector: Healthcare Target: Four Rivers Software Systems Acquirer: Accruent -Plant and facilities maintenance management software, SaaS and mobile applications. Sold to Sector: Healthcare Target: SiteFM Acquirer: Accruent -Facilities, asset management and related compliance software for the healthcare sector.
  • 30. 30 Vertical Application Software Market 2.8x 13.4x Deal Spotlights EV Sales Corum Analysis EV EBITDA Since Q2 Returned to the March level maintained by SaaS-interested buyers. Slightly recovered from summer drop pursuing April highs. Aug. 2014 Sold to Sector: Government Target: Lexipol Acquirer: Riverside Company -Policy and risk management and related training SaaS for law enforcement agencies, correctional facilities and fire departments. Sold to Sector: Financial Target: DMA Corp. Acquirer: Riverside Company -Marketing analytics, CRM and database management SaaS.
  • 31. 31 Infrastructure Software Market 2.5x 15.7x Public Valuation Multiples EV Sales Corum Analysis EV EBITDA Since Q2 Holding steady at highest values this decade. Compelling security needs further boost value of working, profitable, deployed solutions. Aug. 2014
  • 32. 32 Infrastructure Software Market 2.5x 15.7x Deal Spotlight EV Sales Corum Analysis EV EBITDA Since Q2 Steady valuations reflect maturity in the sector. Reached all-years highs, boosted by healthy SaaS models. Aug. 2014 Sold to Sector: Security Target: SailPoint Technologies Acquirer: Thoma Bravo Transaction Value: $300 million (est.) - IAM on-premise and cloud-based software. -Signals continued PE interest in information security.
  • 33. 33 Infrastructure Software Market 2.5x 15.7x Deal Spotlights EV Sales Corum Analysis EV EBITDA Since Q2 Steady valuations reflect maturity in the sector. Reached all-years highs, boosted by healthy SaaS models. Aug. 2014 Sold to Sector: Security Target: Lighthouse Security Group Acquirer: IBM -Cloud-based network access control and provisioning SaaS. Sold to Sector: Security Target: CrossIdeas [Italy] Acquirer: IBM -Identity and access management SaaS.
  • 34. 34 Infrastructure Software Market 2.5x 15.7x Deal Spotlights EV Sales Corum Analysis EV EBITDA Since Q2 Steady valuations reflect maturity in the sector. Reached all-years highs, boosted by healthy SaaS models. Aug. 2014 Sold to Sector: Infrastructure Management Target: CloudVolumes Acquirer: Vmware -Enterprise server and desktop workload virtualization SaaS for datacenters and businesses. Sold to Sector: Infrastructure Management Target: Virtual System Solutions [Singapore] Acquirer: Vmware -Cloud migration software
  • 35. 35 Corum Research Report Elon Gasper Vice President, Director of Research Amber Stoner Senior Analyst
  • 36. 36 A leader in the software industry, Bruce has founded or owned four software companies, including the largest vertical market software company, AMI, an Inc. 500 firm rated by IDC as the fastest growing computer-related company in the world. He has served on advisory boards for Microsoft, IBM, DEC, Comdex and Apple, and as board member/founding investor in some of the most innovative firms in their field, including Blue Coat, Bright Star and Sabaki. Past advisor to two governors and a senator, a board member of the Washington Technology Center, and founder of the WTIA, the nation’s most active regional technology trade association. He worked with the Canadian government to found SoftWorld, and he was recently chosen as one of the 200 most influential individuals in the IT community in Europe. He was also the only American juror for the recent Tornado 100 Awards given to Europe’s top technology firms A graduate with Distinction from Harvard Business School, Bruce has written three books on business models for success, including Power Planning. He is a frequent lecturer and author. Bruce Milne CEO Corum Group Ltd. Deal Structures Today
  • 37. 37 Deal Structures Today What is being purchased (Stock or Assets) How much is being paid How and when it is being paid Plus other supporting items including contingencies Structure is…
  • 38. 38 10 Forms of Payment Cash Stock Debt assumption Employment Stock options Consulting Non- competes Earn-out Retention pool Profit sharing
  • 39. 39 Structure Depends On… Seller - revenue, industry, age and profitability Complexity of ownership and debt Dynamics of seller’s ownership (conflict, options etc.) “Active” vs. “passive” shareholders Buyer’s capabilities, capacity Tax considerations of both organizations Structure is more important than price
  • 40. 40 Minority/Installment Sales Jim Perkins Regional Director, Digital Media Specialist Corum Group, Ltd. Entertainment software entrepreneur Jim Perkins is directly responsible for publishing some of the industry’s biggest franchises, including Unreal, Duke Nukem, Wolfenstein, Doom, Hunting Unlimited, and Driver. A well-known senior executive with a 22-year track record of publishing such bestselling hits, he founded and grew two highly successful software publishing companies (FormGen and ARUSH) from start- ups to multi-million dollar enterprises. Jim also launched Radar Group, the first Transmedia Incubation Company to monetize entertainment franchises across all media, including film and television. His success and extensive experience in software production, marketing and public relations, packaging, online and retail distribution and software M&A, uniquely qualify him as an expert in building value and realizing wealth. Jim joined Corum Group, the world’s leading software M&A firm, with a specific focus on educating and helping prospective sellers maximize the value of their digital media companies.
  • 41. 41 Minority Sale – Factors to Consider Clarity on who is running the company Planning for ultimate total purchase Upside for the seller Bonuses for performance Performance metrics/control Accelerators to full purchase
  • 42. 42 Installment Sale Ensure clear payment values Agree upon timing Research buyer quality Determine premium to seller Clarify buyer default consequences Agree upon acceleration triggers
  • 43. 43 Jon Scott Senior Vice President Corum Group Ltd. Jon joined Corum in 2010 out of their Seattle headquarters and is now based in Amsterdam. He has close to 30 years experience serving high technology companies with the last 20 mainly in chief operating and chief executive roles. During this time Jon has become known for his ability to successfully integrate strategies and tactics into well executed operating plans, building strong teams and achieving excellent results. Jon has served as President and CEO of The PowerTech Group, a security and compliance software company sold to Help/Systems in 2008, and Microserv Technology Services, a nationwide tech services company which was acquired by Halifax Corporation in 2003. Earlier he served as President and COO of Traveling Software, a leading developer of communications software in Seattle. Prior to his operating roles Jon held vice president roles in sales, marketing and business development for technology companies. Jon has taught in the software product management program at the University of Washington and holds a business administration degree from San Francisco State University. Taking Stock
  • 44. 44 Taking Stock •Values easily accessible •Restrictions on sale? Public Stock •Regulatory implications •Tax implications •Vary significantly by jurisdiction Private Stock
  • 45. 45 Corum's former President and now Chairman, Ward Carter's technology background includes a variety of management positions with the Burroughs Corporation (later Unisys). Then, as vice president of a Wall Street investment firm and as principal in a regional venture firm, he raised capital for ventures in computer hardware, software, and biotechnology. As an executive for a Seattle-based archival storage software company, he attracted venture capital and assisted with the eventual acquisition of the company by a larger competitor. As president of InfoMatrix, and later Discovery Sales + Marketing, Ward provided strategic consulting support to emerging software companies. He joined Corum in 1997, has successfully managed numerous software company mergers and acquisitions worldwide, was appointed President in 2006 and Chairman in 2010. He graduated with Honors from Seattle University with a B.A. in Business. Ward Carter Chairman Corum Group Ltd. Spotlight Report – SaaS Pre-IPO Stock
  • 46. 46 Pre-IPO Stock Examine market risks Prepare for disappointment Case Study: PlanSwift/Textura PlanSwift accepted pre-IPO stock in Textura Value more than doubled to $15 at IPO Surged to $48, settled in near $25 Best for sweetener/bridging the gap
  • 47. 47 Jeff Brown Vice President Corum Group Ltd. Jeff joined Corum in 2007 as Regional Director in Houston, Texas. He has over 25 years of entrepreneurial and consulting experience building software and business services companies. He specializes in information technology for engineering, scientific and business applications. He also understands the energy industry and multinational operations. Jeff helped form and was President of Severn Trent Worksuite, a FTSE 100 subsidiary, which became the leading provider of enterprise and wireless workflow management software. Jeff was Vice President at IntelliGIS, a pioneer in geographic information systems and wireless computing. Additionally, he launched Western Hemisphere operations for Simon Petroleum Technology, a provider of petroleum reservoir management software, and was a member of the initial management team at GeoQuest Systems, which became the leader in petroleum decision support systems. Jeff began his career on the research staff at Columbia University and is a published author. He holds a degree in Geology from the State University of NY. Exploring Options
  • 48. 48 Earnouts Rob has over 30 years of executive and entrepreneurial experience in multiple technologies: Integrated circuit testing, industrial process automation and control, communications software, security software, and energy software and services. Rob has founded and sold several companies and engaged in two IPOs. He was most recently CEO of Evergreen Fuel Technologies, Inc. in the energy sector. Rob is a broadly skilled strategic development professional with a proven reputation for targeting, negotiating and developing profitable ventures and a demonstrated ability to successfully analyze an organization's critical business requirements, identify deficiencies and opportunities, and develop innovative and cost-effective solutions for enhancing competitiveness, increasing revenues, and improving customer relationships. Rob Schram Senior Vice President Corum Group Ltd.
  • 49. 49 Earnouts Tying added value to benchmarks Product Releases Customer Acquisition Revenue Profitability Used with aggressive projections or to retain management Secure authority & resources to achieve goals Should not exceed 25% of total
  • 50. 50 Ed Ossie Regional Director Corum Group Ed has over 30 years of international experience serving high-growth technology companies and has spent the last 20 years in chief operating and chief executive roles. During this time, Ed has become known for his ability to design, build and execute multi-year growth strategies with a highly engaged team. The high performance teams operate in a trust-based company culture which in turn drives scale and strong customer relationships, producing profitable growth. Ed served as President of Innovation Group PLC, and prior to that led the sale of MTW Corporation to Innovation Group as MTW CEO. Both companies are in the insurance software and business process services segments. Prior to that he was Division Manager and Vice President for the Texas Instruments Software Group, which grew from startup to 1300 people in 5 years. Today he advises a number of high-growth technology teams on how they might win, shape and scale their operations to create viable high impact options for their future. Ed graduated with a Bachelor of Science degree from Missouri State University and attended select Executive Programs at Stanford Graduate School of Business, such as the Executive Program for Growing Companies and the 2011 Directors Consortium. Employment Agreements/Noncompetes
  • 51. 51 Employment Agreements/Noncompetes Typically the last thing negotiated Employment agreements protect both parties Consulting agreements may be preferred Be sure non-competes are not too broad Behavior during negotiation sends signals
  • 52. 52 Active vs. Passive Sellers Mark Johnson Director Corum Group International, Ltd. Mark’s professional experience is as an M&A advisor, CEO of an IT company, Venture Capitalist, IT Management Consultant and Naval Officer. The thread throughout his career has been Information Technology, its commercialization, and its applications towards improving business effectiveness. His undergraduate education is from the U.S. Naval Academy in Annapolis, MD, where he received a degree in Systems Engineering. In 2006 he spent one year at the Stockholm School of Economics attaining an MBA. Additionally, he was a semi-professional road cyclist and was ranked 1st in the U.S. Mid-Atlantic. He enjoys the challenges and dynamism involved with identifying new technology innovations with strong commercialization applications, particularly in an international setting where he has had the opportunity to work in numerous countries throughout Asia, the Middle East, Europe, and Africa. Serving as a Naval Officer provided an exceptional leadership opportunity in a challenging and diverse environment.
  • 53. 53 Active vs. Passive Sellers Be prepared, creative & flexible •Management Owners Active Sellers: •Outside investors Passive Sellers •Different deals to different sellers Challenge #1 •Passive owners don’t want risk after closing Challenge #2
  • 54. 54 A leader in the software industry, Bruce has founded or owned four software companies, including the largest vertical market software company, AMI, an Inc. 500 firm rated by IDC as the fastest growing computer-related company in the world. He has served on advisory boards for Microsoft, IBM, DEC, Comdex and Apple, and as board member/founding investor in some of the most innovative firms in their field, including Blue Coat, Bright Star and Sabaki. Past advisor to two governors and a senator, a board member of the Washington Technology Center, and founder of the WTIA, the nation’s most active regional technology trade association. He worked with the Canadian government to found SoftWorld, and he was recently chosen as one of the 200 most influential individuals in the IT community in Europe. He was also the only American juror for the recent Tornado 100 Awards given to Europe’s top technology firms A graduate with Distinction from Harvard Business School, Bruce has written three books on business models for success, including Power Planning. He is a frequent lecturer and author. Bruce Milne CEO Corum Group Ltd. Deal Structures Today
  • 55. 55 Welcome Bonus Stay Bonus Completion Bonus Options Earn-out Profit sharing Structure – Don’t Forget the Employees! Everything can be negotiated…
  • 56. 56 Company A 7 Employees •Quarterly Retention Bonuses for two years •Completion Bonus to R&D staff •Profit Sharing Sample Employee Retention Plans Company B 25 Employees •Welcome Bonus (50% now; 50% in 12 mo) •New Stock Option – Vested four years •No cut; 12-month severance Company C 60 Employees •Put key employees into earn-out – based on milestones •Two-year stay bonus – lump sum in 24 mo
  • 57. 57 Highest Potential Price Lowest Price (least risk to seller) Structure Earn-out Employment Agreements Assumption of Debt Notes Stock Cash
  • 58. 58 Nat joined Corum in 1996 and brings a diverse background in technology M&A and law. While with the Enforcement Division of the U.S. Securities and Exchange Commission, Nat helped identify and build cases against securities fraud schemes. With the Strategic Development Division of Morgan Stanley's M&A group, Nat worked on cross-border acquisitions of U.S. and European companies by Japanese firms, and on financings by large Japanese public companies. Nat moved to Morgan Stanley's Tokyo office, where he reported directly to the President of Morgan Stanley, Japan Ltd. and focused exclusively on cross-border M&A. After Morgan Stanley, Nat co-founded Postcard Software, a creator of advertiser-driven bilingual (English and Japanese) Internet content. At Activision, Nat led the company's on-line business development. Nat earned an undergraduate degree in Japanese literature from Yale College and a law degree from UCLA. While in law school, Nat wrote articles for the International Forum at Yale, Tokyo Journal. Nat Burgess President Corum Group Ltd. Closing Thoughts
  • 59. 59 Sep. 16: Nashville – MB Sep. 16: Edinburgh – MB Sep. 17: Dublin – SUSO Sep. 17: Cincinnati – MB Sep. 17: Austin – SUSO Sep. 22: Madrid – MB Sep. 23: Lisbon – MB Oct. 1: Paris – SUSO Oct. 2: Reston – SUSO Upcoming Conference Schedule Selling Up Selling Out (SUSO) - Ready to go to market? During this half-day workshop, learn to prepare, position, research, value, negotiate, and execute due diligence for maximum price and structure. This is the most attended Tech M&A event ever – participants have done over $1 trillion in transaction value. Merge Briefing (MB) - The Merge Briefing is a 90-minute executive briefing providing a current M&A market update (trends, valuations, etc.), as well as a brief overview of the Tech M&A process: “8 Steps To An Optimal Outcome.” www.CorumGroup.com/Events Oct. 6: Santiago – MB Oct. 7: Miami – MB Oct. 7: Phoenix – SUSO Oct. 8: Tampa – MB Oct. 16: Seattle – MB Oct. 21: Boston – MB Oct. 23: New York – MB Oct. 28: Indianapolis – MB Oct. 28: Cleveland – SUSO