2013_09-private equity in the it services space.pdf

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www.redcapgroup.com 1 REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector INTRODUCTION This report focuses on investment and acquisition activity by private equity firms in the IT and cloud services sectors. While for years, financial investors have been intrigued by the potential opportunities presented by the IT services area, many have not been willing to put capital to work in the space until recently. A number of changes are occurring however including the shift to recurring services, the continued out- sourcing of the IT function, and the need for solutions provid- ers to offer broader capabilities, that have now made the area of IT services an attractive space for private equity. In this report, we look at the trends that have begun to attract capital, the spaces in which financial investors are active, and some of the specific deals actually completed over the past several years across the venture, growth equity, and buyout land- scapes. OVERVIEW For years, private equity firms have studied the IT services market and wrestled with the right way to invest in the sector. While the highly fragmented nature of the market has present- ed a compelling opportunity, the one-time nature of the reve- nue streams for IT consultants and VARs was problematic. However, with the evolution of cloud and managed services offerings, the increased shift towards outsourcing, and the ever increasing need for the integration of technologies (which re- quires solutions providers to broaden their skill sets), the IT service sector has suddenly become a very attractive space for financial investors. The renewed interest in the space is demonstrated by a number of recent acquisitions by many leading private equity firms. On the acquisition side, Oak Hill (acquired managed hosting provider Intermedia), Silver Lake (acquired API-SPL & Go- Daddy), Court Square (acquired Avaya channel partner SPS) are just of few of the firms active in buyouts. Within the growth equity area, players like General Atlantic (QTS), Ca- naan (iYogi), and Columbia Capital (Cloud Sherpas) have also made sizeable investments. INSIDE THIS ISSUE Page 1. Introduction 1 2. Key Drivers of Activity 3 3. Subsector Activity Managed Hosting 6 Systems Integration 7 Managed Services 8 Data Center 9 4. Valuation Metrics 10 5. M&A by PE Groups 13 6. Growth and VC Investments 16 Other Redwood IT Services Reports The following additional reports on the IT Services space may be found on Red- wood’s website at www.redcapgroup.com M&A in the Cloud & IT Services Sectors July 2012 Cloud Enablement Services No- vember 2011 Managed Service ProvidersMay 2010 SaaS: Hosted Communications and Information Management Applica- tions August 2009 Contact: Russell Crafton, Partner [email protected] 212.508.7110 September 2013 Redwood Capital: 885 Third Avenue, 25th Floor • New York, NY 10022 Private Equity in the Cloud and IT Services Sector Financial Investors Taking a Fresh Look at an Evolving Space

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  • www.redcapgroup.com 1

    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    INTRODUCTION

    This report focuses on investment and acquisition activity by

    private equity firms in the IT and cloud services sectors.

    While for years, financial investors have been intrigued by the

    potential opportunities presented by the IT services area,

    many have not been willing to put capital to work in the space

    until recently. A number of changes are occurring however

    including the shift to recurring services, the continued out-

    sourcing of the IT function, and the need for solutions provid-

    ers to offer broader capabilities, that have now made the area

    of IT services an attractive space for private equity. In this

    report, we look at the trends that have begun to attract capital,

    the spaces in which financial investors are active, and some of

    the specific deals actually completed over the past several

    years across the venture, growth equity, and buyout land-

    scapes.

    OVERVIEW

    For years, private equity firms have studied the IT services

    market and wrestled with the right way to invest in the sector.

    While the highly fragmented nature of the market has present-

    ed a compelling opportunity, the one-time nature of the reve-

    nue streams for IT consultants and VARs was problematic.

    However, with the evolution of cloud and managed services

    offerings, the increased shift towards outsourcing, and the ever

    increasing need for the integration of technologies (which re-

    quires solutions providers to broaden their skill sets), the IT

    service sector has suddenly become a very attractive space for

    financial investors.

    The renewed interest in the space is demonstrated by a number

    of recent acquisitions by many leading private equity firms.

    On the acquisition side, Oak Hill (acquired managed hosting

    provider Intermedia), Silver Lake (acquired API-SPL & Go-

    Daddy), Court Square (acquired Avaya channel partner SPS)

    are just of few of the firms active in buyouts. Within the

    growth equity area, players like General Atlantic (QTS), Ca-

    naan (iYogi), and Columbia Capital (Cloud Sherpas) have also

    made sizeable investments.

    INSIDE THIS ISSUE Page

    1. Introduction 1

    2. Key Drivers of Activity 3

    3. Subsector Activity

    Managed Hosting 6

    Systems Integration 7

    Managed Services 8

    Data Center 9

    4. Valuation Metrics 10

    5. M&A by PE Groups 13

    6. Growth and VC Investments 16

    Other Redwood IT Services Reports

    The following additional reports on the IT

    Services space may be found on Red-

    woods website at www.redcapgroup.com

    M&A in the Cloud & IT Services

    Sectors July 2012

    Cloud Enablement Services No-

    vember 2011

    Managed Service Providers May

    2010

    SaaS: Hosted Communications and

    Information Management Applica-

    tions August 2009

    Contact:

    Russell Crafton, Partner [email protected] 212.508.7110

    September 2013

    Redwood Capital: 885 Third Avenue, 25th Floor New York, NY 10022

    Private Equity in the Cloud and IT Services Sector Financial Investors Taking a Fresh Look at an Evolving Space

  • www.redcapgroup.com 2

    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    WHERE THE ACTION IS

    In looking at where private equity has been most active, we consider this from both

    the sub-sector standpoint (such as integrators, managed hosting providers) as well

    as by asset class (venture, growth equity and buyouts). On pages 6 through 9, we

    provide a sector by sector review and highlight a few interesting deals in each area.

    As for activity by asset class, as the chart below shows, the majority of activity is

    coming from growth equity and buyouts. Venture capital has, and will likely con-

    tinue to play, a much smaller role given that most services businesses either require

    little capital to start or are not focused on building intellectual property, something

    for which venture investors often look.

    However, within the buyout and growth equity areas, investment activity has been

    extremely active with many leading private equity firms with brand names and long

    histories actively pursuing acquisitions. See pages 13 through 20 for a list of just

    some of the many private equity led deals that have been completed over the past

    few years in the IT services sector.

    OTHER REDWOOD IT SERVICES REPORTS

    (available on Redwoods website at www.redcapgroup.com)

    P/E Activity by Investor Class (2009 to Date)

  • www.redcapgroup.com 3

    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    KEY DRIVERS OF ACTIVITY

    There are a number of drivers impacting the industry; creating significant transi-

    tions in the underlying nature of the revenue streams and contractual relationships

    that solutions providers have with customers, making the IT services sector attrac-

    tive.

    Key Drivers for Private Equity Players include:

    Attractive Recurring Revenue Models

    Transition to Managed Services Creates Multiple Expansion

    Opportunity For Build-ups & Consolidations

    Increasingly Tight Customer Relationships

    Fragmentation and Lack of Market Leaders

    Attractive Recurring Revenue Models

    Contractually recurring services revenues can be a much more attractive revenue

    stream than the one-time sales approach with which many players in the sector have

    historically operated. Long term, contracted revenue can come in many forms.

    While the managed services contract has been the primary area of focus lately,

    many systems integrators have generated some form of contractually recurring rev-

    enue for years without necessarily calling it that. Maintenance contracts and financ-

    ing and leasing fees continue to comprise important recurring streams often over-

    looked within systems integrators.

    Recurring revenue streams are particularly important in financial buyouts where the

    greater predictability of cash flows allows for increased financial leverage with

    debt. Data center players, in particular, are very capital intensive, and with the ben-

    efit of long term contracts with customers, financial owners in this area can see lev-

    erage of up to 4.5x to 5.0x EBITDA.

    Transition to Managed Services Creates Multiple Expansion

    The market for managed services supporting enterprise IT (including data center,

    network infrastructure, information systems, mobility, communications and securi-

    ty) has been experiencing very solid growth as businesses continue to adopt this

    contractual relationship with their solution providers. According to recent re-

    search from Markets and Markets, the managed services market is expected to

    growth from $143 billion in 2013 to $256 billion in five years, representing a com-

    pounded annualized growth rate of 12.4%.

    Impacting valuations, IT services players with contractually recurring revenues

    will likely continue to receive valuation premiums owing to the stickiness of their

    relationships with customers. Solution providers that are able to migrate their cus-

    tomers to managed services contracts, and / or introduce new services provided

    under such agreements are also likely to achieve an increase in their implied valua-

    tion multiple as their mix of recurring revenues increases.

    As with any market in transition, these changes present opportunities for players

    able to manage the shift. We think IT services players that are able to provide

    managed services for the larger end of the SMB market may see the greatest po-

    tential upside. To date, much of the transition to managed services has been with

    smaller businesses, however, as mid-size companies begin to shift, they are going

    to turn to their historical solution providers. While some of these historical play-

    ers are not developing the capabilities they need, those that do can not only transi-

    tion their own customers to recurring managed services contracts, but can also

    grow their customer base by capturing share from players unable to make the shift.

    (Continued on page 4)

    KEY DRIVERS OF ACTIVITY

  • www.redcapgroup.com 4

    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    We think this transition will create significant shakeup in the industry and oppor-

    tunity for those that get it right.

    Opportunity for Build-ups and Consolidations

    Many buyout firms have increasingly focused on build-ups (making smaller add-

    on acquisitions to a core platform they have acquired) and consolidation plays

    (rolling up many similar small players) to help create value beyond purely finan-

    cial mechanics and leverage. Given its high degree of fragmentation, the IT ser-

    vices sector presents an excellent space for these strategies.

    Build-Ups: The fragmented nature of the industry provides ample sources of

    both platform companies as well as add-on acquisitions. We believe that build-up

    strategies present an excellent opportunity as enterprise customers are increasingly

    looking to single source their IT needs with a provider that can handle an ever

    growing list of IT resources and be better able to handle the integration amongst

    these resources. Many private, entrepreneur-owned businesses lack either the cap-

    ital or the expertise to expand their businesses into new markets, either through

    acquisition or internal investment. This presents financial investors with the op-

    portunity to acquire a platform business with a strong focus and customer base,

    and then bring the capital and management talent necessary to grow it beyond

    where its current owner can take it.

    Private equity groups currently pursuing build-up strategies in the IT services in-

    clude Oak Hill with its acquisition of managed hosting provider Intermedia (see

    page 6) and Court Square with invest acquisition of telephony and contact center

    integrator SPS (See page 7).

    Consolidation Plays: The recent shift to managed services and SaaS models has

    provided a new strategy and much better model for consolidating smaller players,

    especially in the managed and cloud services areas where there are still numerous

    small players with very similar offerings (such as hosted exchange, hosted teleph-

    ony, data MSPs). As SMB customers become much more closely tied to their

    solution provider under recurring services contracts, and as the shift to the cloud

    puts more control in the hands of the solutions provider (as opposed to the product

    vendor), we believe that consolidation strategies involving the roll up of many

    smaller players have a much greater chance of succeeding than in the past. We

    think this higher success rate will be due to the higher switching costs for custom-

    ers thus reducing the risk for the churn as customer bases are acquired and consoli-

    dated onto single platforms.

    Not surprisingly, private equity groups have been much more active in this space.

    Just over the past two years, a number of notable transactions have occurred that

    highlight the move by rather large, sophisticated players to take another shot at

    creating national players through consolidation (for example, All-Covereds roll-

    up of 20 plus smaller MSPs) to serve the IT services needs of the SMB market.

    Increasingly Tight Customer Relationships

    While businesses with contractually recurring revenues, such as data center and

    managed hosting providers, have been a main focus for financial investors, there

    are many systems integrators, outsourcers and consultancies that have a large re-

    curring revenue element to their business, even though they dont have long term

    contracts with their customers. This particularly seems to be the case with play-

    ers serving mid-sized and larger enterprises where they are regularly generating at

    least several million dollars a year in revenue. In many cases, the end customer

    has outsourced much of their IT support to the solution provider and as a result,

    every year, there is some new project, significant technology refresh, or just the

    deployment of dozens of personnel each year to the customer for ongoing support

    and maintenance.

    Weve seen many systems integrators, especially those supporting large software

    applications, that have 80% of their revenue regularly come from existing custom-

    ers, year after year. While this may not be contractually recurring, the customer

    will likely continue to spend and would have difficulty moving to another vendor.

    Given this recurring dynamic, we believe players in the space may offer attractive

    valuations as there is less capital chasing them, and yet they still provide the sta-

    bility of a customer base that is desired.

    (Continued from page 3)

    (Continued on page 5)

  • www.redcapgroup.com 5

    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Fragmentation and Lack of Market Leaders

    Much of the IT services market still remains highly fragmented, except for the

    data center space which has seen a significant consolidation over the past several

    years. While the large enterprise market is sourced by a more concentrated group

    of vendors including HP EDS, Dell Perot, Accenture, IBM Global Services and a

    handful of others, the lack of a few dominant leaders in the SMB market presents

    significant opportunity. And given the large number of SMB enterprises, there is

    likely room for dozens of successful players.

    Our point on this is that one does not need to be overly concerned with competi-

    tion or the dominance of a few large players (as in the data center market). While

    the managed hosting, integration and consulting markets are competitive, they are

    very large markets and there are plenty of customers to go around for providers

    that can offer a compelling service.

    Further, this fragmentation is also a result of the limitations that many of even the

    largest players in these markets face. Most IT services players doing under $1

    billion in revenue are still privately owned and lack the capital and management

    expertise necessary to expand into new areas through acquisition. Likewise, many

    managed hosting players are still small and mostly focused on a narrow set of of-

    ferings, such as hosting Microsoft Exchange, Oracle databases or even simple

    websites. For these players, if a private equity group can integrate the right man-

    agement talent, and provide capital for growth and acquisition, they may find that

    a solid player that has flat lined could be just the right platform for growth; and

    these are just the players that can be acquired at realistic, cash flow based multi-

    ples.

    (Continued from page 4)

  • www.redcapgroup.com 6

    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    The managed hosting space has seen some of the highest levels of activity by pri-

    vate equity firms in the last few years due to the contractual nature of the business

    and the strong organic growth opportunities. From Silver Lakes acquisition of

    GoDaddy to Oak Hills acquisition of Exchange hosting provider Intermedia, a

    number of the most recognized leveraged buyout groups have been quite active.

    We expect to see a continued steady flow of platform acquisitions by private equity

    groups as well as many follow-on consolidation deals by recently acquired players.

    Already, the new financial owners of both Intermedia and GoDaddy have been ac-

    tive in leveraging their platforms. In the case of Intermedia, the company has ac-

    quired Zlago (cloud services for SMBs) and Telanetix (hosted voice services) as it

    looks to broaden its solution offering beyond just Microsoft offerings to provide a

    complete suite of cloud based services to SMBs.

    GoDaddy has also continued its M&A activity after becoming a portfolio company

    of SilverLake, recently acquiring LoCu for $70m, providing a service for small

    businesses to help get located and found through online channels.

    We expect to the managed hosting area to be the most active space going for pri-

    vate equity groups over the next several years, given the fragmentation of the mar-

    ket, the organic growth prospects, and the contractual nature of the revenue

    streams.

    Subsector Review: Managed Hosting

    Intermedia / Oak Hill Capital:

    Target: Intermedia

    Acquirer: Oak Hill Capital Par tners

    Date: May 2011

    Amount: NA

    Description: Intermedia is the largest inde-

    pendent provider of managed hosting for Mi-

    crosoft Exchange. Oak Hill has significant expe-

    rience in the data center space (having done both

    Telecity Redbus and ViaWest). As evidence

    that they have big expectations for Intermedia,

    Oak Hill installed former Savvis head Phil Coen

    as CEO. While Intermedia and Oak Hill are

    likely still working through the strategy, we ex-

    pect it will include at least one or more acquisi-

    tions to broaden the solution set and transform

    Intermedia into a broad Master MSP.

    Source: Intermedia, 5/26/11, Press Release

    Cloud Sherpas / Columbia Capital:

    Target: Cloud Sherpas

    Investor: Columbia Capital

    Date: December 2012 / May 2012

    Amount: $40m / $20m

    Description: Cloud Sherpas decision to raise

    additional capital at this time is in response to

    accelerating adoption of cloud technology by en-

    terprises and the opportunity to lead the market

    transition as a CSB. The new funds will allow

    Cloud Sherpas to better serve existing and pro-

    spective customers who are rapidly increasing their

    use of cloud services and are anxious to move off

    legacy on-premise systems. The new capital will

    also be used by Cloud Sherpas to grow its presence

    in key geographic regions, extend partnerships

    with Google and salesforce.com, and expand into

    emerging technology categories.

    Source: Cloud Sherpas, 12/20/12, Press Release

    GoDaddy / SilverLake

    Target: Go Daddy

    Acquirer: SilverLake

    Date: June 2011

    Amount: $2,250m

    Description: Go Daddy is the wor ld's largest on

    -ramp for cloud-based software and services. The

    company serves more than 9.3 million global cus-

    tomers and manages more than 48 million domain

    names. Greg Mondre, Managing Director,

    of Silver Lake said: "Go Daddy is powerfully posi-

    tioned for future growth as it continues to innovate

    and add to its truly unique platform of cloud-based

    software and services. At the same time, we plan

    to maintain and augment all of the attributes that

    have made Go Daddy a clear market leader today,

    including world class customer support and com-

    petitive pricing for its 9.3 million customers."

    Source: Silverlake, 7/1/11, Press Release

  • www.redcapgroup.com 7

    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    The systems integration subsector has become of increasing interest to buyout firms

    with a number of leading private equity groups including Thomas H. Lee, Court

    Square, Nautic Partners, Platinum Equity, all becoming active.

    Driving this interest are a couple of important dynamics. First, is the fragmentation

    and the opportunity to leverage a larger platform to acquire other complementary

    players and create a more full service solution provider that can better meet the full

    needs of mid-size enterprises. Second, is the trend to managed services and recur-

    ring revenue models and the ability to acquire one-time revenue oriented businesses

    at 4.5x to 6.0x EBITDA now, transitioning some of that stream to a managed ser-

    vices model over the next several years. Under this strategy, acquirers and inves-

    tors hope to create value through the multiple expansion resulting from a shift to a

    higher quality contractual revenue stream.

    Additionally, investors have also found that many of these businesses already have

    a large recurring revenue nature, either through the same of maintenance contracts

    and leasing arrangements, or just based on steady degree of repeat business from

    existing customers. For some larger integrators and consultants, we often see exist-

    ing customers regularly providing 70% to 80% of each years new sales. While

    much of this is not contractual, given the nature of the customers and solutions sup-

    ported, it nevertheless tends to be recurring, year after year.

    Subsector Review: Systems Integration

    SPS / Court Square:

    Target: Strategic Products & Services

    Acquirer: Cour t Square Par tners

    Date: October 2011

    Amount: NA

    Description: Cour t Square Par tners has ac-

    quired Strategic Products and Services, a leading

    integrator of Avaya telephony solutions including

    PBXs, call centers and a wide range of other te-

    lephony and data solutions. This transaction is one

    of several recently in the Avaya channel others

    including Genstars acquisition of ConvergeOne

    and PAETECs acquisition of Tulsa based Avaya

    dealer Xeta Technologies.

    Source: CapitalIQ

    CompuCom / Thomas H. Lee:

    Target: CompuCom

    Acquirer: Thomas H. Lee

    Date: Apr il 2013

    Amount: $1,100m

    Description: CompuCom has established itself

    as a clear leader in providing cost-effective IT

    service management and solutions and is well

    known for its exemplary customer service. We

    believe the Company is well-positioned to capture

    additional market share in its traditional areas of

    strength as it deepens its expansion into new ser-

    vices towers. We look forward to partnering with

    the talented CompuCom management team to

    further grow the business and to continue building

    value, said Seth Lawry, Managing Director at

    THL.

    Source: CompuCom, 4/8/13, Press Release

    FishNet Consulting / Investcorp:

    Target: FishNet Consulting

    Acquirer: Investcorp

    Date: J anuary 2013

    Amount: $200m

    Description: FishNet, of Over land Park, Kan.,

    provides information-technology security sales and

    consulting services for large- and medium-sized

    companies, as well as for the U.S. government.

    Andrew Flett of Investcorp said, Whats appeal-

    ing for us is FishNet is the leading company in a

    highly fragmented space, he continued, he ma-

    jority of the market is comprised of small, regional

    players, but FishNet is among the select few com-

    panies that has been able to establish a leading

    national presence .

    Source: Chris Dieterich, 1/22/13, www.wsj.com

  • www.redcapgroup.com 8

    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    The managed services space has been one of the most active in terms of private

    equity investment with most of that activity focused on growth equity as opposed to

    venture capital (i.e. early stage / start-up). Given that the managed services market

    is still relatively small and highly fragmented, there tend to be fewer options of

    scale for larger buyout groups looking to invest $50m in equity or more.

    To date, most of the activity in managed hosting involves rounds of expansion capi-

    tal, like Canaan Partners investment in premium tech services player iYogi or Tu-

    dor Growth Equitys investment in SingleDigits.

    There have also been a few smaller financial buyers that are specifically targeting

    the managed services space. Technology Capital Investors, based in New York,

    and TUC Brands, based in Canada have each been acquiring smaller MSPs, typical-

    ly focusing on regional players with $3m to $15m in revenue and paying around

    1.0x revenue. With each of these players, they are attempting to consolidate MSPs

    under a single umbrella and then provide some degree of centralized support, cross

    selling or other services to leverage their consolidated scale.

    Subsector Review: Managed Services

    Bravura / Technology Capital Investors:

    Target: Bravura Networks

    Acquirer: Technology Capital Investor s

    Date: September 2011

    Amount: NA

    Description: Bravura Networks, a San Diego,

    Calif.-based MSP and member of CRN's Next-Gen

    250, has been acquired by Technology Capital

    Investors (TCI). Sam Attias of TCI said, The

    attraction to us was they are vertically focused. We

    want to continue to see them vertically focused.

    They built a nice business with some efficient

    operations providing traditional managed services

    over the years. Bravura found TCI as a great

    partner to build a full cloud offering to stay com-

    petitive in the ever changing marketplace.

    Source: crn.com, 9/12/11, Press Release

    Single Digits / Tudor Growth Equity:

    Target: Single Digits

    Investor: Tudor Growth Equity

    Date: May 2012

    Amount: $10m

    Description: New funding will be utilized to

    support rapid growth and product development for

    ensuring laptops, smartphones, tablets and other

    WiFi-enabled devices, are securely connected to

    the Internet and managed/supported vis--vis tradi-

    tional IT infrastructures and new cloud-based ser-

    vices and applications. We look for companies

    that have a firm grasp on their target markets

    operational challenges, said Jeff Williams, Part-

    ner, Tudor Growth Equity. The funding will enable

    Single Digits to quickly into the healthcare and

    higher education verticals, while strengthening

    their core hospitality and retail markets.

    Source: Single Digits, 5/17/12, Press Release

    iYogi / Canaan Partners:

    Target: iYogi

    Investor: Canaan Par tners

    Date: December 2010

    Amount: $30m

    Description: iYogi raised $30 million in a new

    round of financing to further boost the companys

    swift global growth. The new round of investment

    in iYogi will expand services outside the existing

    consumer market and the Windows Operating

    System platform. It will provide the company with

    the capability to extend its platform to the global

    SME market and also aggressively address the

    growing need for supporting mobile consumer

    devices. Investors in the round are interested

    in the increasing dependency on technology and

    anticipate a surging need for continuing on-

    demand tech support services.

    Source: iYogi, 12/13/10, Press Release

  • www.redcapgroup.com 9

    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    The data center market has probably seen the most activity from private equity over

    the past 5 to 7 years, although going forward we expect that private equity players

    will be either be building upon existing investments or exiting the space through

    sales to large strategics like Equinix or some of the major carriers like Verizon

    (Terremark) or CenturyLink (Savvis) that have now acquired large data center plat-

    forms.

    One group active in the space has been Oak Hill, which had also acquired and built

    up Telecity Redbus back in 2005 and in 2010 acquired ViaWest. Oak Hill is also

    an investor in managed hosting provider Intermedia. Players recently entering the

    market including Madison Dearborn and Providence Equity, two very large and

    established funds that saw an opportunity with Canadian player Q9. As many com-

    panies increasingly look to move data outside the U.S, the Canadian market may

    offer a unique growth opportunity over the next few years.

    Subsector Review: Data Center

    Q9 Networks / Madison Dearborn & Prov-

    idence Equity:

    Target: Q9 Networks

    Acquirer: Madison Dearborn/Providence Equi-

    ty

    Date: June 2012

    Amount: $1,058m

    Description: Q9 is Canada's leading provider of

    outsourced data center solutions such as hosting,

    co-location and cloud computing services. The

    investor group is encouraged by Q9s management

    team and the combination of Q9's innovative data

    center services with Bell's world-leading network

    and hosting infrastructure offers leading data cen-

    ter and cloud solutions for private and public

    sector organizations of all sizes in Canada.

    Source: Q9 Networks, 10/17/12, Press Release

    QTS / General Atlantic:

    Target: Quality Technology Services (QTS)

    Investor: General Atlantic

    Date: May 2012 / October 2009

    Amount: $25m / $150m

    Description: The company is expecting to use

    the capital infusion to expand its downtown Atlan-

    ta data center and acquire a Virginia property to

    serve as a new data center. General Atlantic is

    encouraged by QTS current footprint and service

    portfolio touch every major component in the data

    center and hosting markets, from large customized

    data center to colocation to managed services.

    This follow on investment by General Atlantic is

    a testament to both QTS continued ability to exe-

    cute on the companys business plan and the over-

    all strength of the hosting sector.

    Source: Data Center Knowledge, 5/26/10

    ViaWest / Oak Hill:

    Target: ViaWest

    Acquirer: Oak Hill

    Date: Apr il 2010

    Amount: $420m

    Description: ViaWest offer s cost-effective, high-

    ly secure, interconnected data center facilities de-

    signed to meet the needs of a wide range of busi-

    ness and public sector clients. Bob Morse, a part-

    ner of Oak Hill Capital, said, Explosive growth in

    Internet traffic and a growing preference by all but

    the largest corporations to outsource their own data

    centers is driving tremendous demand for high-

    quality, stand-alone data center solutions. ViaWest

    is ideally positioned to serve this growing demand,

    and we look forward to supporting the companys

    management team as they continue to build the

    franchise.

    Source: ViaWest, 4/20/10, Press Release

  • www.redcapgroup.com 10

    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Valuations for IT Services players vary rather significantly depending on the nature

    of the revenues (recurring vs. one-time), the growth trajectory, and the margin po-

    tential. However, from the charts below and over the next several pages, the data

    highlights a few key trends that are important to understand.

    Recurring Services Valued at Rich Premium: Recurring services are valued at a

    significant premium in the marketperhaps more than double that of non-recurring

    revenues. We believe this premium is due to two key factors. First, recurring ser-

    vices businesses are currently experiencing rather high growth as businesses in-

    creasingly adopt managed service offerings. More importantly, recurring services

    involve lower risk over time as customers are much more stable. As shown in the

    table below, cloud and managed services and the data center players trade at aver-

    age multiples of 11.8x and 18.5x respectively, clearly reflecting strong growth ex-

    pectations. These are more at more that double that of the EBITDA multiples for

    integrators.

    The Market Rewards Growth: The scatter plot below clearly shows that the mar-

    ket rewards growth. This is perhaps most evident in the relatively significant dif-

    ferences in the multiples for the offshore consultants (Wipro and Cognizant) rela-

    tive to their North American counterparts. Somewhat surprisingly, the scatter plot

    also indicates a relatively good correlation between the EBITDA multiple and

    growth. While this should theoretically be the case, it is not always quite so evident

    when actually plotted. We believe this tighter correlation in IT services is due to

    the more predictable nature of the business (relative to cutting edge, product tech-

    nology spaces where longer expectations are often not reflected in near term perfor-

    mance.

    Sources: Capital IQ, Venturewire, Redwood Capital

    2012 EBITDA and Revenue Multiples

    VALUATION METRICS

    2013 EBITDA / 2013 EBITDA Growth Rate

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    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Sources: Capital IQ, Venturewire, Redwood Capital

    Publicly Traded IT Services Companies

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    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Shown below are the stock indices for each of the categories of public companies

    show on the prior page. As noted below, while the S&P 500 has increased modest-

    ly from early October 2009, the indices for cloud and managed services as well as

    data center players are up nearly 100%. This reflects the strong growth for cloud

    based offerings, although the entire IT sector has also risen rather strongly with

    large cap technology actually higher now than its peak in 2007.

    Other indices have also performed well, relative to the general market, including

    distributors and consultants. Integrators on the other had have underperformed, or

    at least Black Box and Insight Enterprises have, these being the two integrators

    comprising our index.

    Sources: Capital IQ, Venturewire, Redwood Capital

    Public Stock Trends

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    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Financial buyers have been increasingly active in the IT services area. As noted

    before, businesses with recurring revenue models have been a primary attractor as

    these businesses provide a predictable revenue base. In addition, the high growth

    prospects as well as the consolidation opportunities in fragmented or emerging mar-

    kets has also provided an attractive framework.

    While recurring revenues are a key focus, there has been an increasing amount of

    buyout activity focused on traditional systems integrators and channel partners.

    Court Squares acquisition of Avaya channel partner SPS, InvestCorps acquisition

    of security integrator Fishnet, and Platinum Equitys Pomeroy acquisition represent

    just a few deals of integration and consulting oriented businesses. In these spaces,

    financial buyers see an opportunity to secure a solid platform upon which they can

    grow through acquisition by adding complementary product offerings to provide a

    more full suite of offerings. This plays on the trend among customers to single

    source their IT outsourcing needs.

    Finally, the players in this area include many of the most well known buyout

    groups including Madison Dearborn, Oak Hill, InvestCorp, Thomas H. Lee, Silver-

    Lake, and TA Associates. In addition, based on discussions, we know that many

    other leading firms are actively looking for opportunities in the sector.

    Selected M&A 2009 - Present

    ACQUISTIONS BY FINANICAL BUYERS IN IT AND CLOUD SERVICES

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    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Selected M&A 2009 - Present (continued)

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    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Selected M&A 2009 - Present (continued)

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    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Private fundraising in the IT services area has picked up significantly since the

    downturn of 2008 with most investment activity focused on two areas: capital in-

    tensive facilities-based businesses like data centers, and managed hosting or man-

    aged services business with a recurring revenue model.

    Fundraisings for managed services and managed hosting players have been quite

    numerous over the past two years (see table below) with many rounds of between

    $10 million and $25 million in size. Investors in these businesses are many of the

    traditional IT investors or growth equity firms. In addition, companies raising

    these rounds tend to be much more geographically dispersed, as opposed to certain

    technology areas where they players are highly concentrated in Silicon Valley or

    perhaps Boston / New York.

    While the introduction of recurring revenue models is certainly attractive to finan-

    cial investors, we believe that it is more important for buyouts using leverage than

    growth equity investors putting pure equity to work. The most significant driver of

    growth equity investing in this sector is simply the very high levels of organic

    growth taking place in the managed hosting, managed services and cloud services

    areas. With the significant shift by businesses to adopt these services, at the ex-

    pense of the traditional solution provider model or internal IT staffs, the growth

    prospects are high. This leads to very attractive ROI opportunities for the invest-

    ment of new capital. They dont call it growth equity for any other reason.

    GROWTH AND VENTURE CAPITAL INVESTMENTS

    Selected Venture and Private Equity Investments2009 - Present

    Sources: Capital IQ, Venturewire, Issuer press releases

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    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Sources: Capital IQ, Venturewire, Issuer press releases

    Selected Venture and Private Equity Investments2009 - Present (continued)

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    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Sources: Capital IQ, Venturewire, Issuer press releases

    Selected Venture and Private Equity Investments2009 - Present (continued)

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    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Sources: Capital IQ, Venturewire, Issuer press releases

    Selected Venture and Private Equity Investments2009 - Present (continued)

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    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Sources: Capital IQ, Venturewire, Issuer press releases

    Selected Venture and Private Equity Investments2009 - Present (continued)

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    REDWOOD CAPITAL: SECTOR OVERVIEW Private Equity and the IT Services Sector

    Member FINRA/SIPC

    Redwood Capital Group is an investment banking firm serving the technology, communications media, business services and other

    growth industries. The firm focuses on mergers & acquisitions, corporate finance, restructuring and valuation advisory services for

    its clients worldwide.