ServiceNow ecosystem - True Blue Partners - Review of key investment and mergers and acquisition trends

M&A and Investment Trends in the ServiceNow Ecosystem
Eric Wu
Analyst
ewu@truebluepartners.com
669-900-4614
Sunil Grover
Managing Partner
sgrover@truebluepartners.com
669-900-4024
October 2018
Dashuai “Josh” Li
Analyst
dli@truebluepartners.com
669-900-4658

© 2018 True Blue Partners, LLC. All rights reserved. |
Our services include: M&A advisory, private equity recapitalizations, and co-investments
Exclusively focused on Information Technology and related ecosystems
- SaaS/Enterprise Application Software
- Managed Services
- System Integrators/IT Services
- Tech-enabled Services
- Technology Solutions
Co-Investments in Enterprise SaaS Software and IT Services Companies
- Minority investments from firm’s balance sheet where we can align ourselves with entrepreneurs and provide
value-added services
Serving entrepreneurs in the lower mid-market
High impact, value-added role
2
True Blue Partners Overview
Steadfast partners for entrepreneurs in Information Technology
Past clients

© 2018 True Blue Partners, LLC. All rights reserved. | 3
Deep Expertise in Information Technology
Proven track record in SaaS, Software, and IT Services M&A*
Has been acquires
by
Has been acquired
by
Has acquired
*Includes deals done prior to the formation of TBP
Has been acquired
by
Has been acquired
by
Has been acquired
by
Has sold assets to
Has been
recapitalized by
Has made an
investment in
Has been acquired
by
Has been acquired
by
Has been acquired
by
Has acquired
Has been acquired
by
Managed Services Unit
M&A experience from multiple
perspectives
⁻ Sell-side and buy-side advisor
⁻ Buying for and selling to financial
buyers – new platforms
⁻ Buying for and selling to strategic
buyers
⁻ Controlling owner
⁻ Founder operator
⁻ Minority owner
⁻ Carve outs
⁻ Tuck-ins
⁻ Mid-market
⁻ Bulge bracket
Active Engagements:
⁻ Project Orion
⁻ $20m Growth Equity Raise
⁻ $40m ARR SI Company in the
Salesforce ecosystem
⁻ Project Picasso
⁻ Under LOI Discussion
⁻ Supply chain management
software provider in the SAP
ecosystem
⁻ Project York
⁻ Under LOI Discussion
⁻ Stream data analytics and
machine learning platform
Under LOI
discussion
Project
Picasso
Growth Equity
Raise
Project
Orion
Has made an
investment in
SaaS
Implementation Services
Managed Services
Under LOI
discussion
Project
York

In-depth ecosystem
reports and reviews
4
TBP is Active in the Leading Software Ecosystems
Notable Transaction
Spotlights
Active presence at
events and conferences

Select Co-Investments
TBP has a rapidly growing network of operators and value-added co-investors
Later-StageEarly-Stage
Round: Seed
Description: Enterprise
payment processor;
Raised $6m Series A round
led by Blue Run Ventures
Round: Seed
Description: AI-driven
customer interaction
analysis software
Round: Seed
Description: CRM and
collaboration software
for CPAs
Round: Seed
Description: Tracking
and sampling solution for
semiconductor
component manufacturers
Round: Series B
Description: CPQ
implementation services;
Co-invested with
Salesforce Ventures
Round: Series B
Description: Marketing
analytics software; Co-
invested with
Salesforce Ventures
Round: Recapitalization
Description: Incident
management and
operations management
software for properties
Round: Growth
Description: Pure-play
Oracle implementation
services; recapitalized by
Tailwind Equity
Sample Exited
Investments
Sample Current
Investments
Round: Growth
Description: Mobile
device management
and security platform
Round: Growth
Description:
Association and event
management software
Round: Seed
Description: AI powered
travel assistant that
manages business travel
for individuals and teams

1. True Blue Partners Overview
2. ServiceNow Overview
a. ServiceNow M&A History
b. ServiceNow App Ecosystem
c. ServiceNow Ventures Investments
d. ServiceNow Services Providers
3. ITSM Transactions
4. Valuations for Public Enterprise SaaS Companies
5. Appendix: TBP Case Studies
6
Contents

ServiceNow well positioned to benefit from the migration to Multi-Cloud
Industry vertical app solutions will thrive on the NOW platform.
Horizontal solutions on NOW platform run the risk of being cannibalized by ServiceNow. Several
case studies from Force.com ecosystem (Apttus vs. Steelbrick)
Many of ServiceNow competitors, such as BMC Software, Solarwinds and CA Technologies,
acquired using a lot of leverage. Pace of innovation questionable. IBM and HP risk losing market
share in the cloud.
Key Takeaways
7

Multi-Cloud  The Next Frontier
Innovation frontier moving from elastic cloud to managing multiple cloud environments
0 0 0 0 0 0
The Evolution of Computing
Client server
distributed
technologies
Internet www
technologies
Mobile any
where, any time,
any user
technologies
Cloud and elastic
cloud technologies
Mainframe
technologies
Multi-cloud best in
class integration
technologies
Centralized
Distributed
Internet
Cloud
Mobile
Multi-Cloud
Cloud PaaS & IaaS
Cloud Applications
Multi-cloud defined a best-of-breed approach to delegate different types of workloads to
different cloud providers.
For example one may build an application’s CRM workflows on Salesforce’s Force.com but use
Google Cloud for machine learning, while hosting .NET applications that use SQL Server on
Microsoft Azure and collecting all data through API calls.
Or, an enterprise may use Salesforce Cloud for CRM and Workday for HCM.
Enterprises need to support multiple cloud environments running mission critical applications

Leading mobile apps have “native apps” on both platforms, same for enterprise apps
Nov 2011
Sept 2013
Apr 2012
Dec 2010
Mar 2012
Dec 2010
Sept 2014
Apr 2012
May 2009
Mar 2011
Many mobile apps start native on a platform for better integration, faster performance, and higher
reliability, and then migrate to other platforms to gain additional market traction
Same is proving true for enterprise cloud apps
Multiplatform Apps: Learning from Mobile Apps

Expanding beyond one ecosystem can sometimes be very costly; many companies have raised financing
before the move
11
It no longer makes sense for companies to limit themselves to one ecosystem
Multiplatform Examples in Enterprise SaaS

Enterprise Software/SaaS Landscape
ServiceNow expanding horizontally; vertically-focused solutions are another key opportunity
Business Applications
Administrator Tools
Platform & Infrastructure
CRM ERP
Marketing
Sales
Customer Service
Finance & Accounting
Project Mgmt
Production
HCM
Talent
Payroll & Benefits
Workforce
Security
Infrastructure
Application
Endpoint
Infrastructure/ App Performance BI/Analytics
Industry Vertical
ITSMMobility
Life Sciences
Rapid Mobile App Dev.
MDM, EMM
Supply Chain
Procurement
Designed to be representative, not exhaustive
Const. & Real Estate
MAM
Retail
BPM

IT Service Management refers to the
management of IT ticketing within an
enterprise.
• Example: An employee’s
computer requires a software
update so he/she submits a
ticket to IT for repair
• Enterprises use ITSM to manage
thousands of such tickets
13
IT Service Management (ITSM)
End-to-end management of IT
Service
Catalog
Service
Strategy
• Identification & active
prevention of incidents
• Reduced turnaround time for
problems & incidents
• Service Automation
• Repeatable process-based
solutions
• Optimization of IT costs
• Removal of redundancies in
support, apps, & hosting
• Reduced negative impact from IT
incidents
• Increased employee productivity
What is ITSM? How IT Organizations Benefit: How Businesses Benefit:
BMC acquired by KKR on
5/29/18 for an
undisclosed amount
SolarWinds acquired by
Thoma Bravo and Silver
Lake on 10/21/15 for
4.6B
Broadcom Acquires
CA Technologies on
7/11/18 for 21.8B

ServiceNow Product Overview
ServiceNow has emerged as the underlying glue that supports best-of-breed cloud solutions
“I think the most sophisticated
customers need all three platforms –
ServiceNow, Workday, Salesforce. And
those platforms have to work
effectively with one another to crate
those seamless experiences.”
- John Donahoe
CEO of ServiceNow
System of engagement | Workflow orchestration | Task mgmt

ServiceNow Timeline
2017
Luddy creates a forms-based
workflow system for the
enterprise
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
Fred Luddy, CTO of
Peregrine Systems,
starts ServiceNow
First service catalog
First customers in Asia
Pacific and Europe
First $1 million customer
200+ customers
Industry-first cloud-based
discovery
First cloud-based
orchestration platform
Frank Slootman
joins as President &
CEO
IPO: June 29, 2012
Amount raised: $209.7m
Launches the
ServiceNow Store
Reaches $1 billion
in annual revenue
3,300+ customers
More than 30% of the
Global 2000
John Donahoe, Ex-
eBay CEO, named
President & CEO
Launches App Showcase
Wins Techworld Award for
Best Saas Product of 2013
Frank Slootman
remain as Chairman
10 customers
Hits 2.1 billion
in annual revenue
Series A Series B Series C Venture Growth Growth
$2.5m $5m $6m $41.3m $17.8m $10.9m
Jun 2005 Aug 2006 Apr 2009 Nov 2009 Feb 2012 Mar 2012
Key Stats IPO LTM 2018
Revenue $177.6m $2.093B
Gross Margin % 64.7% 74.8%
1-Year CAGR - 38.3%
Revenue Multiple - 14.15x
June 30, 2012 March 31, 2018

With a 5-year CAGR of 54%, ServiceNow is growing faster than the leading $Bn+ SaaS companies like
Salesforce, Workday, Veeva, and Atlassian
ServiceNow’s growth beats other ITSM providers’ by even larger margins
Furthermore, ServiceNow is expanding into new markets - human resources, customer service, and
security
16
The Fastest Growing Enterprise SaaS Company
Among all $Bn+ SaaS companies and ITSM software companies
43% 42%
31%
42%
25%
2%
-2%
-7%
-19%
54% 53% 53%
41%
28%
5%
-3%
-6%
-14%
ServiceNow Workday Veeva Atlassian Salesforce Microsoft CA IBM HPE bmc
3-Year CAGR 5-Year CAGR
5-Year CAGR
3 and 5-Year CAGR of Comparable SaaS and ITSM Providers
SaaS ITSM
3-Year CAGR
Sold by
Before privatization:
3-year CAGR: 4.8%
5-year CAGR: 4.9%
As of May 2018
for $8.6 Billion to

ServiceNow took 13 quarters after IPO to reach $1B ARR vs. 17 quarters for Salesforce
Over a larger timeframe, the difference in post-IPO growth rates becomes significant
17
ServiceNow vs. Salesforce Revenue Growth Comparison
ServiceNow is growing at a faster rate than Salesforce was after their respective IPOs
263
546
1,319
2,562
3,006
261
546
589
+1 +12 +24 +36 +48
Salesforce vs. ServiceNow Quarterly Revenues, # of Quarters Post-IPO (in millions of $)
Salesforce reaches $10
billion in revenue run rate
Salesforce reaches $5 billion
in revenue run rate
ServiceNow hits $1 billion in
revenue run rate
in revenue run rate
IPO Year
Total Growth 23
Quarters Post-IPO
Compound Annual
Growth Rate
2012 938% 49.6%
2004 829% 46.4%
Q3 2012 Q2 2015 Q2 2018
Q3 2004 Q2 2007 Q2 2010 Q2 2013 Q4 2016 Q1 2018
Quarters
after IPO
ServiceNow hits $2 billion in
revenue run rate
in revenue run rate

ServiceNow M&A Snapshot
10
20
30
40
50
60
70
80
90
100
110
120
$130
6/5/2012 6/5/2013 6/5/2014 6/5/2015 6/5/2016 6/5/2017 6/5/2018
ServiceNow made 4 acquisitions in 2017 totaling $64m, nearly double 2016’s $38m
ServiceNow Share Price & Acquisitions Acquisitions by Size
$ Spent on Acquisitions ($m)
Cash, Cash Equivalents, and ST Investments ($m)
0.0
13.3
100.0
1.6
34.1
63.6
2012 2013 2014 2015 2016 2017Date Target TBP Brief
EV
($m) EV/Rev TBP Reference
May 2018 Parlo AI and natural language understanding - - 10 employees
Apr 2018 Vendorhawk Saas Subscription management - - 3 employees
Oct 2017 SkyGiraffe
Enterprise mobility platform; $10m
raised 32 - 35 employees
Sep 2017 Telepathy UX design 5.0 +5.0 - 40 employees
May 2017 Qlue Messaging-based customer engagement 6.6 - 5 employees
Jan 2017 DxContinuum Predictive business analytics; $4m raised 15 - 25 employees
Jun 2016 BrightPoint Cyber security software; $8m raised 19.6 - 30 employees
Apr 2016 ITapp ITSM software; $1m raised 14.5 - 25 employees
Feb 2015 Intréis ITSM services 1.6 - 10 employees
Jul 2014
Neebula
Systems IT discovery and mapping; $5m raised 100 0.2x 25 employees
Jul 2013 Mirror42 Performance mgmt software 13.3 - 12 employees
5
4
1
1
<$10m
$10-20m
$20-50m
>$50m
68
315
635 669
801
899
1779 1750
68
119
366
252
412 401
727 705
0
300
600
900
1,200
1,500
1,800
2011 2012 2013 2014 2015 2016 2017 Q2 2018
Total Cash & ST Investments
Cash & Equivalents

Parlo Acquisition Spotlight
• On May 3, 2018, ServiceNow announced its acquisition of Parlo, Inc.
• Parlo develops workforce automation solutions for customer and employee
interactions with enterprises through implementing AI and natural language
understanding
• Products include:
• IT Help Desk Bots for organizing and solving tickets
• HR Bots for handling employee benefits
• Customer Support Bots for Frequently Asked Questions
Integration with ServiceNow’s new Virtual Agent
• In May of 2018, ServiceNow launched its Virtual Agent platform which uses AI to
facilitate real time requests from start to finish
• The company uses the AI conversational model to facilitate customer support,
employee HR and technical requests
• By integrating the Virtual Agent with Parlo’s natural language processing
technology, the platform will be even more comprehensive in recognizing the
nuances of everyday conversation
• This strategy is aligned with ServiceNow’s announcement at the Knowledge ‘18
Conference to aggressively push towards adding more AI and machine learning
capabilities to their offerings
Murali Subbarao
Founder, CEO
• Founded: 2003
• Headquarters: Sunnyvale
• Employees: 10 (est.)
• AI and Natural Language Understanding
(NLU)
Edwin Sapugay
Co-Founder, CTO
Parlo Overview
• Jan 2018 – raises $25m, Sequoia Capital China led (Angel)
• Aug 2017 – raises $16m, August Capital led (Series A)
• Sep 2017 – is acquired by Baidu
• Jan 2017 – is acquired by Microsoft
• Oct 2016 – raises funding from Splunk
Notable Transactions in the Space
Customers
Transaction Review
ServiceNow’s second investment in the Artificial Intelligence space
Partners

Vendorhawk Acquisition Spotlight
Round Date
EV
($m) Investors
Seed May 2017 -
Curious Capital, iNovia Capital, Social
Starts, Techstars Ventures
• On Apr 25, 2018, ServiceNow announced its acquisition of Vendorhawk in an all
cash transaction
• Vendorhawk’s platform allows enterprises manage their SaaS subscriptions in
order to renew licenses, optimize spending, and track app usage
• The platform has support for over 36,000 SaaS applications and enables
companies to identify redundancies in SaaS subscriptions
• ServiceNow plans to integrate Vendorhawk’s capabilities with their Software Asset
Management Platform
• Farrell Hough, the general manager for ServiceNow commented on the acquisition
stating, “SaaS subscriptions can sprawl rapidly at companies, often bypassing IT,”
as a result, companies are often unable to identify which apps exist and how much
is being spent on them”
• Vendorhawk’s platform creates a new level of transparency for enterprises across
the growing SaaS landscape
Patrick Lowndes
Co-Founder, CEO
• Founded: 2006
• HQ: Seattle
• Employees: 3
• $1.32m in total funding
• Cloud-based SaaS subscription management
for enterprises
ServiceNow expands its Software Asset Management Platform
Private Placements
Vendorhawk Overview
Transaction Review
• May 2018 – is acquired by Flexera Software LLC
• May 2018 – holdings is acquired by Softline Group
• Feb 2018 – is acquired by Smart ERP Solutions Inc.
• Sep 2017 – is acquired by AVI Networks Inc.
• Jul 2017 – is acquired by Aspera GmbH for $5.2m
• Apr 2017 – is acquired by Ivanti Software Inc.
Premium Integrations
Brian Geihsler
Co-Founder, CTO

SkyGiraffe Acquisition Spotlight
Round Date
EV
($m) Investors
Angel Aug 2016 6.0 SGVC; Trilogy Equity;…
Series A Feb 2015 3.0 500 Startups; Trilogy Equity;…
Venture Oct 2013 1.5 500 Startups; Microsoft Ventures;…
- On Oct 25, 2017, ServiceNow announced its acquisition of SkyGiraffe, Inc.
- SkyGiraffe provides an enterprise mobility platform that enables no-code quick
deployment of mobile business applications that integrate across backend
software systems (ex. Salesforce CRM, SAP ERP, Teradata Analytics)
- 9 out of 10 enterprise systems are supported out of the box, leveraging the
SkyGiraffe Integration Server and Distribution Server. The company claims to have
brought cross-platform development cycles down to a day
- The solution is delivered through on-premise, hybrid, and cloud models
Large players join the Rapid Mobile Application Development (RMAD) space
- SkyGiraffe was one of Microsoft Ventures’ 1st fund investments (2013)
- In 2015 Microsoft released its own business app development platform, Microsoft
PowerApps, viewed as a direct competitor to SkyGiraffe
- Oracle unveiled Project Visual Code at OpenWorld 2016, and Google also
announced the launch of its product, App Maker in Dec 2016
- ServiceNow expects SkyGiraffe to be embedded in the Now Platform in 2018
Boaz Hecht
Co-Founder, CEO
Android Apps review
• Founded: 2012
• Offices: San Mateo; Israel
• Employees: 35 (est.)
• Growth rate: 10% (2015)
• No-code enterprise workflow mobile
application deployment
Itay Braun
Co-Founder, VP R&D
ServiceNow takes a $32m step into rapid app development; largest acquisition since Neebula
Private Placements
SkyGiraffe Overview
Transaction Review
• Oct 2016 – is acquired by PowWow Mobile
• Jul 2016 – raises $23m, Andreessen Horowitz led (Ser C)
• Mar 2016 – raises $7.3m in debt ($18m total funding)
• Feb 2016 – is acquired by Microsoft
• Feb 2016 – raises $55m, North Bridge led (Ser C)
• Apr 2015 – raises $150m from Francisco Partners (Ser C)
• Jan 2014 – raises $25m, Battery Ventures led (Ser B)
• Aug 2012 – is acquired by Kony Solutions
Customers

Neebula Acquisition Spotlight
Round Date
EV
($m) Investors
Series A Jun 2009 5.0 Genesis Partners; Pitango Venture
• On Jul 9, 2014, ServiceNow announced its acquisition of Neebula Systems Ltd
• Core product is ServiceWatch, which automates discovery, mapping, and
monitoring of IT systems
• ServiceWatch provides monitoring with a top-down approach starting from the IP
address and mapping down vs starting from infrastructure components and
moving up
• ServiceNow had raised $575m in debt through convertible notes in Q42013, and
used nearly 1/3 of available cash on-hand for the acquisition
• ServiceNow raised another $700m in debt in Q22017
Cash available on balance sheet
Yuval Cohen
Co-Founder, CEO
• Founded: 2009
• HQ: Israel
• Employees: 35
• Revenue: $5m
• $5m in total funding
• Business service management tools to
manage virtual environments and IT clouds
ServiceNow pays 20x revenue for APM technology in 2014
Private Placements
Neebula Overview
Transaction Review
• Jul 2017 – is acquired by Datavail
• Jan 2017 – is acquired by Cisco for $3.7b
• Jun 2016 – raises $10m, Battery Ventures led (Ser A)
• Oct 2015 – is taken private by Thoma Bravo for $4.5b
• Jun 2015 – is acquired by Microsoft
• Dec 2014 – IPOs on NYSE at a $1.4b valuation
• Jul 2013 – is acquired by Idera
• Jul 2011 – is acquired by Compuware for $256m
Customers
0
100
200
300
$400
Q32013 Q42013 Q12014 Q22014 Q32014 Q42014
Used for Neebula
acquisition
Raised $500m in debt
Ariel Gordon
Co-Founder, CTO,
Ex-CTO at BMC
Cap Table at Exit
Pitango
Venture
Genesis
Partners
Cohen
(CEO)
Mohaban
(Co-founder)
Gordon
(CTO)
44% 30% 9.54% 9.54% 6.36%
$44.0m $30.0m $9.5m $9.5m $6.4m

ServiceNow’s Store has the strongest ITSM focus out of various leading app stores
While still in its early stages, Store has quadrupled the number of apps listed since its inception in
2015 and still has untapped growth potential
Similar to Salesforce, ServiceNow is aggressively investing in companies in its ecosystem
In certain areas like Customer Service Management, Salesforce and ServiceNow will be
competitors
We expect that ServiceNow’s ecosystem will create multiple Billion Dollar exits
It no longer makes sense for point solution app companies to limit themselves to one key
enterprise ecosystem
Key Takeaways
25

2016
$100m
annual sales
2012
Launch
2013
Launch
2015
Launch
2016
Launch
2016
Launch
2013
Launch
2015
Launch
26
A Recent History of Enterprise App Stores
Salesforce pioneered the cloud app store model and proved its success; others followed
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2018
2005
Launch
2015
$1.5b
annual sales
2017

ITSM in Other App Stores
Many leading app stores have limited presence in IT service management
Microsoft Appsource
IT & Admin
Customer
Service
Other
(Productivity,
Analytics,
Sales, …)
Oracle Cloud Marketplace
Service
Enterprise
Performance Mgmt
Other (Sales,
Marketing,
Commerce, …)
Salesforce AppExchange
IT & Admin
Customer
Service
Other (Sales,
Customer
Service, HR, …)
Atlassian Marketplace
IT & Helpdesk
Other (Project
Mgmt,
Workflow,
Reports, …)
Total count: 7,140
Total count: 9,116
Total count: 3,475
Total count: 5,982
As of July 2018

0 2 4 6 8
Avata
CA
bmc
Confident Governance
Intel
Symantec
Salesforce Labs
Samanage
SyferLock
Stone Cobra
28
Salesforce AppExchange Landscape
Salesforce AppExchange has some, but limited presence in IT management
17
183
5
63
32
321
122 108
478
46
193
64
146 50
275
150 216
697
Analytics Collaboration ERP Finance HR IT & Administration Marketing Customer Service Sales
Free Apps
Paid Apps
IT & Administration Apps – Breakdown by Sub-Category Providers of the Most Popular IT Management Apps
58% Paid vs. 42% Free Apps
Admin &
Developer
Tools
43%
Data
Cleansing
10% Integration
25%
IT
Management
15%
Other
7% Total count: 596 Total count: 87
Rating
(134)
Rating
(58)
Rating
(42)
(38)
Rating
(11)
Rating
(11)
Rating
ITSM & help desk
Data backup & recovery
Asset location
tracking
Change control
As of July 2018 As of July 2018

ServiceNow Store Landscape
272 3rd party applications with built-in integrations to ServiceNow
134 native standalone apps built by 64 companies
6 9
31 38 32
17
111
35
8 13
22 20
20 51
58
70
Software Lifecycle IT Business Mgmt Security & Risk Platform IT Operations Mgmt Service Mgmt IT Service Mgmt Other
Free Apps
Paid Apps
Total Apps per Technology Focus # of Standalone Apps per Company
50/50 Free-to-Paid Apps
As of Jul 2018 As of Jul 2018
IT Service Mgmt
31%
Service Mgmt
12%
IT Operations Mgmt
10%
Platform
11%
Security & Risk
10%
IT Business Mgmt
4%
Software Lifecycle
3%
Other
19%
Stave, 13
Plat4mation,
13
Cognizant, 6
CoFigure, 5
Vorto , 4
Yansa Labs, 4
Enable
Professional
Services, 4
Other, 85

ServiceNow Store has quintupled its app listings from 80 at launch to 423 today
While still in its early stages, Store shows tremendous growth potential
30
ServiceNow Platform and Ecosystem
Which will be the first $Billion success?
Designed to be representative, not exhaustive
Color legend:

Investments in the ServiceNow Ecosystem
Over $900m Invested In Ecosystem Apps
Company Brief Seed, Venture Series A Series B Series C Series D Growth Total Standalone App
Network Security
Solutions; 1214
Employees
$0.1m
Jun 2003
$50.0m
Sep 2012
$250.0m
Nov 2015
$300.1m
SaaS incident
response platform;
502 employees
$1.9m
Jun 2010
10.7m
Jan 2013
$27.2m
Jul 2014
$43.8m
Apr 2017
$90.0m
Sep 2018
$173.6m
IT incident and
event management;
271 employees
$6.5m
Mar 2012
$20.0m
May 2013
$40.0m
Jun 2014
$40.0m
Sep 2016
$106.5m
IT incident
management;
219 employees
$7.1m
May 2013
$14.3m
Jul 2014
$31.6m
Feb 2016
$40.0m
Mar 2018
$92.98m
Heterogeneous
network security
solutions; 1012
employees
$76.0m
Nov 2015 $84.0m
Data science
platform for
centralizing and
correlating IT
alerts; 97
employees
$7.0m
Oct 2014
$49.0m
Aug 2015
$56.0m
API Integration for
SaaS, on-prem, &
cloud apps; 174
employees
$5.0m
Sep 2012
$20.0m
Jan 2016
$25.0m
Nov 2017
$50.0m
Geo-productivity
application for
ITSM, ITSO, &
customer service;
183 employees
$7.3
Dec 2015
$33.1
Feb 2017
$40.4m
Data collected from S&P CapitalIQ and Pitchbook

Company Brief Seed, Venture, Series A Series B Series C Series D Growth Total Standalone App
Mobile device
management; 330
employees
$35.0m
Jul 2015
$35.0m
Cloud
management
platform; 38
employees
$1.0m
Jun 2012
$20.0m
Apr 2015
$21.0m
Real time context
intelligence; 47
employees
$2.4m
Jun 2010
$10.0m
Jul 2017
$12.4m
Cloud-based
enterprise asset
management
platform; 119
employees
$2.0m
Oct 2015
$10.0m
Jun 2017
$12.0m
Appliance-based
remote support
solutions; 342
employees
$12.0m
Nov 2004
$12.0m
Cloud-based
contact center
solutions; 81
employees
$4.2m
Jan 2014
$6.6m
Feb 2016
$10.8m
Enterprise big
data & app
integration; 63
employees
$8.0m
May 2017
$8.0m

Company Brief Seed, Venture Series A Series B Series C Series D Growth Total Standalone App
Telecom service
management; 99
employees
$6.5m
Dec 2017
$6.5m
AI automation &
orchestration
platform; 54
employees
$0.5m
Oct 2008
$3.0m
Jun 2015
$3.5m
SaaS workforce
planning; 7
employees
$0.8m
Aug 2016
$0.8m

ServiceNow App Provider Acquisitions
Date Target Buyer
EV
($m)
EV/
Rev TBP Description
Nov 2017 McAfee - - ServiceNow-native app; Named to “Forbes 2016 Cloud
100”
Dec 2016 MapAnything - - ServiceNow and Salesforce-native geolocation app
Jun 2016 Cisco Systems - - Enterprise class security solutions
Nov 2015 PagerDuty - - Event enrichment platform for IT operations
Mar 2015 CipherCloud - - Adaptive security software solutions
Jun 2014 CloudLock - - Password and encryption product for Google Drive files
and documents
Jan 2014 CipherCloud - - Security application for mobile phones

ServiceNow Ventures Investments

ServiceNow Investments Snapshot
ServiceNow has predominantly invested in ServiceNow-native apps
TBP Brief Funding/Seed Series A Series B Series C-G Debt
API development and management
platform; supports Microsoft,
Salesforce, SAP, and ServiceNow
applications
IPO in Mar 2017 - NYSE:MULE
$2.9b valuation @IPO
2016 revenues: $188m
Acquired by Salesforce in Mar 2018
Enterprise value: $6.61b
2017 revenues: $296m
$4.0m $12.5m $242.5m
Oct 2006 May 2007 2010-2015
HWVP
Morgenthaler Vent.
HWVP
Morgenthaler Vent.
Lightspeed Vent.
HWVP
Morgenthaler Vent.
Lightspeed Vent.
ServiceNow
Bay Part.
Sapphire Vent.
New Enterprise Assoc.
Salesforce Vent.
Meritech Capital Part.
Cisco; Cisco Inv.
Brookside Capital
Sands Capital Vent.
Adage Capital Mgmt
Green Bay Vent.
Enterprise asset management
solution for clinical, laboratory,
facilities, and manufacturing
verticals
$2.0m $10.0m $0.5m+
Nov 2015 Jun 2017 2016-2017
ServiceNow
ServiceNow
GE Ventures
Lighter Cap.
Telecomm management platform
on ServiceNow
$6.5m
Nov 2016 Dec 2017
ServiceNow
Location-based services and geo-
productivity solutions on Salesforce
and ServiceNow
$7.3m $33.1m $1.2m
Dec 2015 Feb 2017 2012-2015
Greycroft Part.
Salesforce Vent.
Harbert Growth Part.
Greycroft Part.
Salesforce Vent.
Harbert Growth Part.
Harbert Venture Part.
ServiceNow
Columbus Nova
Lighter Cap.
NATIVE
NATIVE
NATIVE NATIVE

ServiceNow Investments Snapshot
ServiceNow has predominantly invested in ServiceNow-native apps
TBP Brief Funding/Seed Series A Series B Series C-G Debt
IBM Watson AI-powered service
chatbot, incident routing, and
claims processing on ServiceNow
May 2017
ServiceNow
Advanced Data encryption software
for SaaS providers, secure cloud
migration, health care & financial
services
$3.0m $6.0m
October 2016 January 2018
Engineering Capital,
LLC; True Ventures
Envision Ventures
Management LLC;
Engineering Capital,
LLC; True Ventures;
Industry Ventures, LLC;
ServiceNow; Thomvest
Ventures, Inc.
Community-developed fork of the
MySQL relational database
management system intended to
remain free under the GNU GPL;
168 employees.
$3.4m $6.5m $20.0m $38.6m $27.31m
February 2015 April 2012 October 2013 April 2016; Nov 2017 May 2017
Rune Capital California Technology
Ventures, LLC; Finnish
Industry Investment
Ltd; OnCorps Capital;
Open Ocean Capital
Ltd.; Spintop Ventures
California Technology
Ventures, LLC; Finnish
Industry Investment
Ltd; Intel Capital;
OnCorps Capital; Open
Ocean Capital Ltd.
California Technology
Ventures, LLC; Intel
Capital; Smartfin
Capital; Alibaba capital
Partners; Finnish
Industry Investment
Ltd; Open Ocean Capital
Ltd.; ServiceNow
Ventures
European
Investment
Fund
NATIVE

ServiceNow SI Acquisitions Across the Globe
Almost half of all target companies were based outside of the U.S.

Larger players are consolidating the SI space
Fruition Partners leveraged a growth through acquisition strategy
- Logicalis smc, Oct 2017
- Aspedians, May 2016
- Acquired by CSC, Aug 2015
- Manta Group, Jan 2015
Accenture has been actively acquiring ServiceNow SI’s after its acquisition of Cloud Sherpas
- The company’s focus has shifted away from Oracle and Salesforce into ServiceNow
Large players are starting to acquire ServiceNow capabilities
- Large players started entering in 2015, and since then M&A activity in the space has gone through the roof
- KPMG, Accenture, Atos, CSC/DXC, Fujitsu,…
40
Takeaways in the ServiceNow SI Space

Fruition Partners Becomes a ServiceNow Powerhouse
- On Aug 11, 2015, CSC announced its acquisition of Fruition Partners for $148m
- Fruition Partners was the largest ServiceNow-exclusive consulting firm, and the
only ServiceNow Master Solutions Partner operating across North America and
Europe
- On Mar 1, 2016, CSC announced its acquisition of UXC Ltd for $418m
- UXC specialized in Microsoft Dynamics, SAP, and Oracle consulting; it acquired
Keystone for $28m in 2013 and became the largest ServiceNow partner in APAC
- On May 23, 2016, Fruition Partners announced its acquisition of Aspediens for
$9m cash + $6m earnout
- Aspediens was the largest European ServiceNow-exclusive consulting firm with 80
employees
- $12m revenue and 20%YoY growth rate (2013)
- In Aug 2016, CSC announced that UXC Keystone and Aspediens would merge and
operate under the Fruition brand
- This ServiceNow-dedicated division now has 1,200 customers and 400 employees,
and is the largest ServiceNow partner in the world
- Fruition later went on to acquire Logicalis smc
Marc Talluto
Co-Founder, CEO
Fruition Partners
• Founded: 2003
• HQ: Chicago, IL
• Employees: 250
• Revenue: $43m (2014); $60m (2015 est.)
• 3-Year Growth: 349%
• Exit Valuation: 2.5x revenue
CSC merges Fruition Partners, UXC Keystone, and Aspediens under the Fruition Partners brand
Acquisitions & Private Placements
Fruition Partners Overview
Transaction Review
Customers
Company/
Round Date
Size
($m) Background/Investors
Oct 2017 42.0 ITSM division
May 2016 15.0 European ServiceNow consulting
Jan 2015 - Canada ServiceNow consulting
Jul 2014 - ServiceNow consulting
Growth Jun 2014 5.0 -
Series A Dec 2012 12.0 Trident Capital
Patrick Stonelake
Co-Founder
Fruition Partners
Partners

[VALUE] revenue
[VALUE] revenue
[VALUE] revenue
[VALUE] revenue
Category 1
Acquired by CSC for $150m
- ~2.5x 2015 estimated revenue as of Sep 2015
- 80% 3-Year CAGR
- 2 investment rounds ($17.5m)
- 2 acquisitions
42
Investment-Driven M&A Used by ServiceNow Companies
Fruition leverages growth equity investments to help finance growth and acquisitions
2012 2013 2014 2015
$12m capital raise
(December 2012)
$5.5m capital raise
(June 2014)
- $3.3m revenue (2014)
- 3.7% growth YoY
- 33% gross margin
Acquisition
(July 2014)
Acquisition
(January 2015)
- TBP estimates $4-5m revenue

Accenture Shifts its Focus to ServiceNow
Accenture’s three latest ecosystem-driven acquisitions have revolved around ServiceNow
2014 2015
Jun 2014
Oracle EPM
May 2014
Oracle Engineered Systems
May 2015
Salesforce CRM consulting
Jan 2016
Salesforce CRM consulting
Sep 2016
Workday consulting
Mar 2017
ServiceNow consulting
Jan 2017
Nov 2016
Sep 2015
Salesforce, ServiceNow consulting
2016 2017

Navigis < Cloud Sherpas < Accenture
Company/
Round Date
Size
($m) Background/Investors
Jan 2013 - ServiceNow consulting
Jan 2013 - Salesforce, Oracle CRM consulting
Dec 2012 - Salesforce consulting
Series C Dec 2012 40.0 Greenspring Assoc. Columbia Cap;…
Mar 2012 - Salesforce consulting
Series B Mar 2012 20.0 Columbia Cap; Salesforce
Sep 2011 - Google consulting
Jul 2011 - Google Apps partner
- On Jan 15, 2013, Cloud Sherpas announced its acquisition of both Navigis Inc. and
Innoveer Solutions Inc.
- Innoveer provided Salesforce CRM solutions and services; the acquisition gave
Cloud Sherpas a physical presence in Europe
- Innoveer did one of the largest Salesforce implementations in the world for AXA
- Navigis provided ITSM solutions and services, and in 2007 became the first
ServiceNow implementation partner
- The number of ServiceNow customers doubled in the 1st year after acquisition, and
YoY revenues grew 150%
- Shortly after, Cloud Sherpas announced a $12m investment into its ServiceNow
division over the next 2 years
- On Sep 15, 2015, Accenture announced its acquisition of Cloud Sherpas
- Accenture later went on to acquire 3 more ServiceNow consulting firms: Nashco
Consulting Ltd, solid-serVision.com GmbH, and Focus Group Europe Ltd.
David Northington
CEO
Cloud Sherpas
• Founded: 2008
• HQ: Atlanta, GA
• Employees: 1,100+
• Revenue: $134m (2014)
• 3-Year Growth: 1,247%
• Salesforce, ServiceNow, and Google cloud
consulting
• $63m in total funding
Acquisitions & Private Placements
Cloud Sherpas Overview
Transaction Review
Customers
Jim Fleming
Partner
Columbia Capital
Sherrick Murdoff
VP Partner Investments
Salesforce

ServiceNow SI Acquisitions
Many ServiceNow SI transactions being executed overseas
Date Target Buyer
EV
($m)
EV/
Rev TBP Description
Mar 2018 Linium LLC Ness Technologies Inc. - - U.S. based business process consulting ~ 350 employees
Nov 2017 BITS Mexico Voleto - - Mexico-based; ~20 employees
Oct 2017 Imakumo SAS Atos SE - - Paris-based; $5.1m revenue and $0.3m EBITDA (2014)
Oct 2017 Logicalis Smc Fruition Partners - - Netherland-based ; 79 employees
Sep 2017 Comconsult Kommunikationstechnik Materna GmbH Information &
Communications
- - Germany-based; customers among the top 500 companies in
the German-speaking countries
May 2017 Crossfuze, Business Segment I-Evolve - - US-based software implementation and consulting
May 2017 AIM Consulting Group Addison Group - - Bellevue-based; 287 employees; “Best Consulting Website”
and “Gold Winner for 2017”
Apr 2017 RightAnswers Upland Software 19 - $17.2m in cash+$2.5m earnout
Mar 2017 TeamUltra Computacenter - - UK-based ServiceNow Gold Services partner; 60 employees
Mar 2017 Focus Group Europe Accenture - - UK-based; £5m revenue (2015)
Jan 2017 solid-serVision.com Accenture - - Germany-based; 100 employees
Jan 2017 Engage ESM Atos SE - - London-based; $20.6m revenue (2016); 72 Employees
Nov 2016 Nashco Consulting Accenture - - Canada-based; 25 certified ServiceNow specialists
Aug 2016 Symfoni Software Norge AS Fujitsu Services - - Norway-based; $42.2m revenue (2015)
ServiceNow Registered Partner

ServiceNow SI Acquisitions
Many ServiceNow SI transactions being executed overseas
Date Target Buyer
EV
($m)
EV/
Rev TBP Description
May 2016 Aspediens Fruition Partners - - Switzerland-based IT consulting
Mar 2016 Crossfuze Inergex - - US-based; #1 rating in customer satisfaction from
ServiceNow
Oct 2015 UXC CSC Computer Sciences
Australia
418 0.6x Australia-based; $697.9m revenue and $37.2m EBITDA
(2015)
Sep 2015 Cloud Sherpas Accenture 406 - US-based
Aug 2015 Fruition Partners Computer Sciences Corp
(nka:DXC Technology)
148 - US-based; 300 employees
Apr 2015 Triad Technology Partners,
ServiceNow ITSM Business
KPMG - - US-based; $34.6m revenue (2012); initially a woman-owned
small business
Apr 2015 InSource, Inc. RightAnswers - - US-based; 62 employees; $17m revenue (2016)
Jan 2015 The Manta Group Fruition Partners - - Canada-based; $5.8m revenue (2016)
Jul 2014 Partners in IT (nka:Fruition Partners
UK)
Fruition Partners - - UK-based; $3.3m revenue (2013)
Nov 2013 Keystone Management Solutions UXC 28 - Australia-based
Oct 2013 Nobel Consulting Group RXP Services 3 - Australia-based; stock consideration
Jan 2013 Navigis Cloud Sherpas - - US-based; 1
st
ServiceNow implementation partner
ServiceNow Registered Partner

ITSM Transactions
Almost one third of these companies were acquired by private equity buyers
Date Target Buyer
EV
($m)
EV/
Revenue
EV/
EBITDA TBP Description
July 2018 Basefarm AS Orange Business Services SAS 408.45 3.5x - Application management and operating system
management services
May 2018 BMC Software, Inc. KKR & Co. L.P. - - - Enterprise service management (ESM) and
mainframe service management (MSM)
May 2018 Fusion PPT LLC Quality Technology, Inc. - - - IT service management and cloud computing
solutions
Apr 2018 Keystyle Data Solutions LLC Viewpoint, Inc. - - - Software that provides employee self-service portal
and field modules to companies
Apr 2018 ThinkSmart LLC Miratech Holdings, Inc. - - - Digital transaction management software to build
automated workflows
Feb 2018 Digital Fuel SV, LL Apptio, Inc. - - - SaaS IT management solutions for IT spending and
budgets
Jan 2018 FlexiSphere Technologies, Inc. DPW Holdings, Inc. - - - IT managed services for small and medium sized
businesses
May 2017 The Kemtah Group Incorporated Belcan Corporation - - - ITSM services
Apr 2017 iMicron Web Services LLC. Techwave Consulting Inc. - - - Computing-as-a-Service public and private cloud
Jan 2017 Unidesk Corporation Citrix Systems, Inc.
(NasdaqGS:CTXS)
- - - Application packaging and lifecycle management
Oct 2016 Help Desk Technology Corporation B.I.G. Capital LLC - - - Software for IT help desk, IT service desk, and
enterprise work management
Mar 2016 Serena Software, Inc. Micro Focus International plc 540 3.3x 6.8x IT solutions for the Global 2000 companies
Dec 2015 Corrigo Incorporated Jones Lang LaSalle
Incorporated
- - - Service management solutions
Dec 2015 Pomeroy IT Solutions, Inc. Tolt Solutions, Inc. - - - Infrastructure managed services
Oct 2015 SolarWinds, Inc. Thoma Bravo; Silver Lake 4,446 9.2x 29.6x IT and infrastructure management software
Aug 2015 Boundary, Inc. BMC Software, Inc - - - Infrastructure performance monitoring solutions and
services

ITSM Transactions
Almost one third of these companies were acquired by private equity buyers
Date Target Buyer
EV
($m)
EV/
Revenue
EV/
EBITDA TBP Description
Feb 2015 TeamDynamix Solutions LLC Five Elms Capital; Level Equity
Management
- - - IT service management solutions
Feb 2015 FrontRange Solutions USA Clearlake Capital Group, L.P. - - - Hybrid IT service management and unified endpoint
management software solutions
Jun 2014 Autotask Corporation Vista Equity Partners; Vista
Foundation Fund II
- - - IT business management software solutions
Mar 2014 Serena Software, Inc. HGGC, LLC; HGGC Fund II, L.P. 453 2.5x 6.4x IT solutions for the Global 2000 companies
Mar 2014 Softential, Inc. InfoTech Enterprises America
Inc.
- - - ITSM solutions
Jun 2013 Seamless Technologies Inc. Avnet, Inc. - - - ITSM solutions
May 2013 BMC Software, Inc. Insight Venture; Bain Capital
Private Equity; etc.
8,377 3.0x 10.6x System and service management solutions
Mean 4.3x 13.4x
Median 3.3x 8.7x

Valuations for Public Enterprise SaaS Companies

Valuation Drivers in SaaS
Still driven by revenue multiples; Annualized Recurring Revenue is key
Key Drivers
• Revenue Growth Rate
• Change in Revenue Growth Rate
• Size and dynamics of target market
• Leadership premium in target market
• Gross margins as a proxy for future profits
• EBITDA margins as a proxy for sales model efficiency
Key Takeaways
• No magic formula
• Knowledge of target market dynamics and positioning is key
• Past performance is taken as the best predictor of future results
• Valuations driven by clarity and certainty of where the business is going

Size and Valuations
The largest players tend to also be market leaders and command leadership premiums
Premium for companies with EV>$10B; discount for companies with EV<$1B
Plotting Enterprise Value (EV) by Revenue Multiple shows an asymptotic curve
Public SaaS companies include:
APPF, APTI, AYX, BLKB, BNFT, BOX, CHUB.K, COUP, CRM, CSOD, ECOM, ELLI, EVBG, FIVN, HDP, HUBS, IMPV, INST, TSX:KXS,,NEWR, NOW, OKTA, PAYC, PCTY, PFPT, QLYS, RNG, RP, SPSC, SSTI, TEAM, TLND,
TTD, TWOU, ULTI, UPLD, VEEV, VRNS, WDAY, WK, NZSE:XRO, YEXT, ZEN, ZIXI
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
18.0x
- 2,000 4,000 6,000 8,000 10,000 12,000
EV/Revenue
Enterprise Value ($m)
4.7x
8.3x
10.7x
12.3x
4.2x
7.0x
10.8x
12.6x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
<$1b $1-2.5b $2.5-10b >$10b
EV/LTMRevenue
Enterprise Value
Mean Median
As of March 8, 2018

53
Revenue Growth and Valuations
Revenue growth rate a big impact on valuation
Trends in revenue growth also very important. i.e. growing at a increasing or decreasing rate?
3.7x
6.9x
7.9x
10.6x
2.9x
5.7x
7.7x
10.3x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
<10% 10-20% 20-30% >30%
EV/LTMRevenue
Revenue Growth
Mean Median
As of March 8, 2018

Gross Margin and Valuations
Gross margin as a proxy for revenue mix and quality (ex. subscription vs. services vs. reselling)
6.5x
8.5x
9.5x
9.7x
6.9x
7.7x
9.6x
11.4x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
<60% 60-70% 70-80% >80%
EV/LTMRevenue
Gross Margin
Mean Median
As of March 8, 2018

Valuations of Companies Grouped by Target Markets
The highestand lowest values in each column are highlighted in green and red, respectively.
LTM LTM LTM 1-year Enterprise Value /
Enterprise Gross EBITDA Revenue LTM
Segment Company Value Margin Margin Revenue Growth Revenue
Marketing HubSpot, Inc. 4,857.42 80% -8% 407.92 39% 11.9x
Marketing The Trade Desk, Inc. 3,792.30 79% 24% 340.53 52% 11.1x
Marketing Yext, Inc. 1,689.75 74% -35% 184.22 38% 9.2x
Contact Center Phones RingCentral, Inc. 6,008.00 76% -2% 539.64 32% 11.1x
Contact Center Phones Five9, Inc. 1,960.12 58% 3% 212.12 24% 9.2x
CRM Salesforce.com, inc. 106,007.05 74% 9% 11,089.01 25% 9.6x
CRM Veeva Systems Inc. 10,876.69 69% 24% 721.35 26% 15.1x
CRM Zendesk, Inc. 5,913.52 70% -20% 466.40 38% 12.7x
CRM ChannelAdvisor Corporation 360.31 79% -4% 125.65 8% 2.9x
Mean 31% 10.3x
Median 32% 11.1x
ERP Workday, Inc. 26,845.91 71% -7% 2,281.83 37% 11.8x
ERP Xero Limited 6,296.43 79% -5% 406.58 37% 15.5x
ERP Workiva Inc. 1,008.63 71% -20% 215.87 16% 4.7x
HCM The Ultimate Software Group, Inc. 8,491.48 62% 9% 988.99 20% 8.6x
HCM Cornerstone OnDemand, Inc. 2,942.94 70% -5% 503.52 14% 5.8x
HCM Paycom Software, Inc. 6,453.46 86% 20% 467.46 32% 13.8x
HCM Paylocity Holding Corporation 3,297.66 59% 9% 356.97 26% 9.2x
HCM Benefitfocus, Inc. 1,217.69 51% 0% 261.48 12% 4.7x
HCM Instructure, Inc. 1,442.32 71% -27% 172.33 43% 8.4x
Supply Chain SPS Commerce, Inc. 1,174.92 67% 9% 227.78 14% 5.2x
Supply Chain Coupa Software Incorporated 3,480.59 68% -20% 202.00 40% 17.2x
Supply Chain Kinaxis Inc. 2,090.96 70% 24% 137.62 15% 15.2x
Mean 26% 10.0x
Median 23% 8.9x
No one-size-fits-all magic formula to determine valuation multiples
Key valuation drivers are grounded in data
As of Jul 16 2018

Valuations of Companies Grouped by Target Markets
The highestand lowest values in each column are highlighted in green and red, respectively.
No one-size-fits-all magic formula to determine valuation multiples
Key valuation drivers are grounded in data
Real Estate Ellie Mae, Inc. 3,315.03 61% 16% 441.95 16% 7.5x
Real Estate AppFolio, Inc. 2,105.20 62% 11% 154.02 36% 13.7x
Physical Security Everbridge, Inc. 1,369.14 70% -19% 112.03 36% 12.2x
Physical Security ShotSpotter, Inc. 425.13 52% -1% 26.11 53% 16.3x
Nonprofit Space Blackbaud, Inc. 5,873.43 54% 17% 807.42 8% 7.3x
Nonprofit Space 2U, Inc. 5,172.93 80% -5% 314.21 39% 16.5x
Mean 31% 12.2x
Median 36% 12.9x
LTM LTM LTM 1-year Enterprise Value /
Enterprise Gross EBITDA Revenue LTM
Segment Company Value Margin Margin Revenue Growth Revenue
IT Process Management ServiceNow, Inc. 32,674.57 74% 1% 2,093.48 39% 15.6x
IT Process Management Atlassian Corporation Plc 14,882.27 79% -2% 804.50 39% 18.5x
IT Process Management Okta, Inc. 5,477.04 68% -37% 291.29 67% 18.8x
IT Process Management Upland Software, Inc. 879.49 65% 19% 108.82 23% 8.1x
IT Management Box, Inc. 3,574.19 73% -20% 529.43 27% 6.8x
IT Management New Relic, Inc. 5,910.42 82% -8% 355.06 36% 16.6x
IT Management Hortonworks, Inc. 1,434.68 69% -62% 284.90 42% 5.0x
IT Management Apptio, Inc. 1,433.12 69% -9% 198.66 17% 7.2x
IT Management Talend S.A. 1,742.01 77% -18% 162.54 40% 10.7x
Security Proofpoint, Inc. 6,451.18 72% -6% 562.12 37% 11.5x
Security Qualys, Inc. 3,286.76 78% 25% 242.59 17% 13.5x
Security Varonis Systems, Inc. 2,084.74 90% -6% 231.30 32% 9.0x
Security Alteryx, Inc. 2,386.54 83% -9% 145.88 53% 16.4x
Security Zix Corporation 274.52 81% 21% 66.42 9% 4.1x
Mean 34% 11.6x
Median 37% 11.1x
As of Jul 16, 2018

Advised AST on Strategic Growth, Acquisitions, and Exit
A four-year engagement yielding highly favorable outcomes for all parties
Strategic Advisory
2012 - 2013
• Engagement with AST prompted by
interest for liquidity
• Ran broad outreach and received bids
from a multi-billion $ strategic and PE-
buyers
• Concerned over leverage, AST decided
on a stand-alone growth strategy
• Invited to make equity investment;
helped to develop 5-year strategic
roadmap through acquisition
Buy-side Advisory
2014 - 2015
• Ran a broad buy-side process
• (200 prospects > 11 meetings > 2 LOIs)
• Completed acquisition of Serene, a highly
synergistic Oracle & Salesforce cloud
implementation firm
• Prepared to acquire $100m asset next and
positioned the company as the largest
Oracle-only cloud implementation firm
Sell-side Advisory
2015 - 2016
• Developed a recapitalization opportunity
with Tailwind Capital
• Advised AST on sell-side and helped
negotiate significant equity rollover
• AST is now well capitalized and well
positioned to become a leading cloud
implementation firm
Has been recapitalized byHas acquired

AST Recapitalization Case Study Timeline
% change over time of S&P 500 vs Oracle Corp (NYSE:ORCL)
-20
0
20
40
60
80
Dec 2015:
AST is approached and engages
discussion with a select group of
strategic and financial buyers
Jan 2017:
AST recapitalization is completed.
Positioned to be the largest Oracle
focused cloud implementation partner
Received proposals from $bn+
PE backed strategic, large
multibillion IT service provider
and PE stand alone
Sep 2015:
Buy-side process to negotiate2-LOIs
AST completes buy-side acquisition to become the
largest Oracle-only, multi-pillar implementation partner
Apr 2012:
Sell-side engagement launched.
Organized broad outreach
Dec 2013:
After pursuing recapitalization
diligence with PE, AST decides not
comfortable with leverage and to
pursue inorganic growth.
Dec 2014:
AST negotiates buy-side agreement
with selected target. Transaction
postponed due to target internal issues.
Oracle acquires Netsuite
Oracle acquires Acme
Packet for $1.6b
Oracle acquires
Datalogix for $1.1b
Oracle Corp (NYSE:ORCL)
S&P 500

Transaction Overview
- In Jul 2017 Datavail Corporation announced its acquisition of Accelatis LLC
- Accelatis was founded by Jonathan Berry in 2008; they provide a comprehensive
application performance management (APM) software platform
- Accelatis’ cloud-enabled software is the leading Oracle APM monitoring tool,
currently being used by a long list of Fortune500 clients
- Datavail is one of the largest database managed services providers in North
America and is rapidly expanding into ERP managed services
Significance of the Transaction
- Orchestrated a liquidity event for founder/CEO and co-founder shareholders
- The acquisition of Accelatis strengthens the technology portion of Datavail’s
offering to deliver higher quality and higher margin managed services
- 3 months prior, Datavail had just acquired AdvancedEPM, a leading Oracle EPM
services firm, to bolster its strategy of offering a full end-to-end, application to
database offering for the Oracle EPM stack
- Jonathan Berry is now the CTO of Datavail, and leads the technology-enabled
initiatives and product roadmap
Role
- Accelatis contacted TBP after receiving a verbal IOI with a reputable publicly traded
IT services firm, and TBP was retained as the exclusive M&A advisor
- TBP deployed a unique 3-tiered marketing strategy, designed to maximize the
impact with key target prospects, and ran an exhaustive sell-side process across
200+ prospective buyers
- Helped negotiate a favorable outcome for our client
60
Accelatis, Oracle APM provider, Sells to Datavail
Helped founders achieve a significant liquidity event
Has been acquired by
Accelatis key APM offerings include:
Infrastructure management
Application monitoring
Performance testing and optimization
Process automation
System health checks

Amtel Sells to NetPlus
Advised Amtel in its sale to NetPlus, a PE-backed platform
Has been acquired by
“You’ve been a valuable partner over the years and
helped us accomplish a great outcome. I look
forward to continuing our partnership in my next
venture.”
Pankaj Gupta - Founder, CEO
Transaction Overview
- In Apr 2016 NetPlus announced its acquisition of Amtel
- Amtel was founded by Pankaj Gupta, and is a CODiE award winning SaaS platform
in the Mobile Device Management, Security and App Management space
- Amtel has had a long relationship with the TBP founders; in 2014, the TBP founders
made an equity investment in Amtel and provided strategic advice on developing its
channel based go-to-market strategy and securing its first few channel partners,
and recruiting its Chief Sales Officer
Significance of the Transaction
- Amtel founders were able to accomplish a great financial outcome and use the
proceeds to fund the growth of their next venture without any equity dilution
- Netplus enhanced its enterprise mobility management solutions to include mobile
device management, mobile security management, mobile app management and
mobile expense management
Role
- Served as the exclusive adviser to Amtel in its sale to NetPlus
- Highlights success in delivering timely results and sustaining long term
relationships in advising high quality companies across the Information Technology
landscape

ServiceNow’s enterprise value CAGR is also significantly higher than that of SFDC
To account for the faster growth rate, the market is placing a higher EV/Revenue multiple on ServiceNow
63
ServiceNow vs. Salesforce Enterprise Value
Salesforce vs. ServiceNow Enterprise Value , Quarters after IPO (in billions of $)
* As of Feb. 20, 2018
** As of Feb. 10, 2018
10
20
30
40
50
60
70
80
1 48+48+1 +12 +24 +36
IPO
Year
Total Growth
22 Quarters
Post-IPO
Enterprise
Value CAGR
EV/
Revenue*
Gross
Margin**
# of
Acquisitions
Completed
Total
Transaction
Value of
Acquisitions
2012 645% 46.6% 13.2x 79.7% 9 $134m
2004 433% 33.2% 7.91x 73.2% 6 $47m
ServiceNow hits $21+ billion in
enterprise value
Salesforce reaches $76+ billion
in enterprise value
Q3 2012 Q3 2015 Q4 2017
Q3 2004 Q3 2007 Q3 2010 Q3 2013 Q3 2016 Q4 2017
Quarters
after IPO

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