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BUSINESS AND TECH-ENABLED SERVICESSECTOR REPORT
June 2018
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GCA BUSINESS & TECH-ENABLED SERVICES OVERVIEW
DEREK BELLManaging DirectorHead of Business & Tech-Enabled [email protected]
Representative Focus Areas
Digital Marketing, Performance Marketing, Account Based Marketing, Search Marketing, Influencer Marketing, Loyalty Marketing, Direct Marketing, Database Marketing, Experiential Marketing, Market Research
Diversified B2B Information Services, Financial / Credit Information Services, Specialized Information Services (Energy, Real Estate, Hospitality, Compliance, Auto, etc.)
Consulting, GRC Services, E-Discovery / Legal Services, Patent Services, HR Services, Corporate Training, Digital Transformation Services, IT & Cloud Services (Implementation, Managed Services, Software Development, VAR), BPO & KPO Services, Language / Localization Services, Print Services
Call Center, Billing & Claims Management / Processing, Accounts Receivable Management
MARKETING SERVICES
INFORMATION SERVICES
PROFESSIONAL & IT SERVICES
CUSTOMER CARE & CLAIMS SERVICES
Recent Business & Tech-Enabled Services Transactions
Key Contact
We Advised the Seller
Acquired by
Acquired by
We Advised the Seller
Acquired by
We Advised the Seller
Acquired by
We Advised the SellerWe Advised the Seller
Acquired by
Acquired by
We Advised the Seller
Received Minority Investment from
Financial AdvisorWe Advised the Buyer
AcquiredAcquired by
We Advised the SellerWe Advised the Seller
Acquired by
Acquired by
We Advised the Seller
Investment in
We Advised NorthEdge
Acquired by
We Advised the SellerWe Advised the Seller
Acquired by
We Advised the Seller
Acquired by
We Advised the Seller
Acquired by
We Advised the Seller
Acquired by
Risk Mgmt Services Software Services Patent Services IT Services Digital Marketing HR Solutions Digital MarketingMarketing Services IT Services
IT Services Digital Marketing Claims Management Print Services Information Services Loyalty Marketing IT ServicesMarket Research Influencer Marketing
Investment in
We Advised the Buyer
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CASE STUDY: MAJORITY SALE OF RISK INTERNATIONAL
GCA advised Risk International on its majority sale to BV Investment Partners
Transaction
• GCA was retained as exclusive financial adviser in order to identify an investor who would be a true financial partner and has a track record investing in services businesses
• GCA approached a targeted group of middle-market private equity firms and ran a tightly managed process focused on both minority and majority transactions
• BV Investment Partners will partner with management to expand the sales and marketing effort, expand the product and service offering, and execute strategic add-on acquisitions. BV is currently investing its ninth private equity fund. The firm is one of the oldest and most experienced sector-focused private equity firms in North America. Since its founding in 1983, the firm has invested over $3 billion in more than 93 companies, actively targeting investments in the business services and information technology services industries
• GCA advised the management team on all aspects of the transaction including a comprehensive due diligence process and SPA negotiations
Background
• Risk International is an independent, outsourced risk management, benefits advisory, actuarial consulting and claims services provider
• The Company provides expert risk management services for Fortune 500 and middle-market enterprises, helping clients reduce their total cost of risk. More specifically, Risk International undertakes a comprehensive approach to uncover and remedy excessive and inefficient pricing of property and casualty insurance, employee benefits, and associated claims
• Risk International serves approximately 200 clients globally, including portfolio companies of The Carlyle Group, BC Partners, KKR, and AEA Investors, from three office locations in the United States. The Company has helped clients save or reduce their cost of risk by more than $1 billion collectively since opening its doors in 1986
• Risk International has been consistently named one of the of the top three risk management services companies in the U.S. according to Business Insurance magazine
Closing Date
June 2018
Deal Type
Sell-side
Industry
Risk Management
Insurance Services
Cost Containment
Majority Stake
Acquired by
GCA Advised Risk International
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CASE STUDY: SALE OF RPX (NASDAQ: RPXC) TO HGGC
Transaction
• GCA was retained by the board of RPX to evaluate a full range of strategic, financial and capital structure alternatives to best serve the interests of RPX’s stockholders, including a sale and continuing to operate as a standalone public company
• As part of a tightly managed process, GCA approached approximately 50 private equity firms and several strategicsregarding a potential acquisition of the Company
• HGGC conducted substantial due diligence and submitted a complete proposal that included fully committed debt and equity financing
• After considering RPX's current operations and future prospects, the Board unanimously agreed to approve a sale of the Company to HGGC in an all-cash transaction valued at approximately $555 million
• Beyond providing capital, HGGC will bring its resources and operational expertise to help RPX as it strengthens its patent risk and discovery management offerings and identifies ways to better serve its clients
• GCA advised the RPX board and management team on all aspects of the transaction including a comprehensive due diligence process, SPA negotiations, and a fairness opinion
Background
• RPX Corporation (NASDAQ: RPXC) is the leading provider of patent risk and discovery management solutions. Since its founding in 2008, RPX has introduced efficiency to the patent market by providing a rational alternative to litigation. The San Francisco-based company's pioneering approach combines principal capital, deep patent expertise, and client contributions to generate enhanced patent buying power. By acquiring patents and patent rights, RPX helps to mitigate and manage patent risk for its growing client network
• As of March 31, 2018, RPX had invested over $2.4 billion to acquire more than 26,000 US and international patent assets and rights on behalf approximately 320 clients in eight key sectors: automotive, consumer electronics and PCs, E-commerce and software, financial services, media content and distribution, mobile communications and devices, networking, and semiconductors
• RPX subsidiary Inventus is a leading international discovery management provider focused on reducing the costs and risks associated with the discovery process through the effective use of technology solutions. Inventus has been providing litigation support services to corporate legal departments, law firms and government agencies since 1991
Closing Date
June 2018
Deal Type
Sell-side
Industry
Patent Services
eDiscovery
Risk Management
Acquired by
GCA Advised RPX
GCA advised the board and management of RPX on its sale to HGGC
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BUSINESS & TECH-ENABLED SERVICES SECTOR REPORT
Notes:Source: Capital IQ and PitchBook.
− Business & Tech-Enabled Services sector continues to experience significant M&A activity, with over $135 billion in volume across 1,637 transactions in 2018 YTD
− June saw three large strategic acquisitions in the call center / CRM services space:
• Synnex / Concentrix acquisition of Convergys
• Webhelp acquisition of Sellbytel Group
• Teleperformance acquisition of Intelenet
− Notable private equity transactions include:
• Temasek acquisition of minority stake in UST Global
• Sirius Capital Group acquisition of Web.com
• Genstar Capital acquisition of Drillinginfo
• Blackstone acquisition of PSAV
• TPG Growth acquisition of ClearResult
• ABRY Partners acquisition of Screen Vision Media
• Warburg Pincus acquisition of Reorg Research
− In addition, the IT services space continues to be very active:
• C Spire acquisition of TekLinks
• Spire Capital investment in Dynamic Quest
• Rizing acquisition of Aasonn
• Mercer acquisition of everBe
• H.I.G. Capital investment in Eze Castle Integration
Executive Summary
Select M&A Transactions
Ann. Date Acquirer Target TEV ($MM)
6/28/18 $2,534
6/27/18(Investment)
NA
6/27/18 NA
6/27/18(Minority stake for $250MM)
NA
6/26/18 NA
6/26/18 NA
6/25/18(DFLT & TAS Practices)
$470
6/21/18 $1,864
6/19/18 NA
6/19/18 NA
6/19/18 NA
6/18/18 NA
6/14/18 $1,000
6/11/18 NA
6/6/18 NA
6/4/18 $375+
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80%
90%
100%
110%
120%
130%
140%
150%
Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18
BUSINESS & TECH-ENABLED SERVICES LTM STOCK PRICE PERFORMANCE
Notes:Source: Capital IQ as of 07/09/2018.
Advertising & Marketing Services
Events & Exhibitions Information Services Consulting & Training HR Services Staffing & Recruiting IT & BPO Services Customer Care / CRM Services
1.4% 9.1% 23.2% 46.5% 34.7% 29.3% 20.5% (0.7%)
LTM Share Price Performance
7
5.1x
3.6x
2.2x
1.6x 1.6x1.3x
0.8x 0.7x
0.0x
1.0x
2.0x
3.0x
4.0x
5.0x
6.0x
InformationServices
HR Services IT & BPOServices
Advertising& Marketing
Services
Events &Exhibitions
Consulting &Training
CustomerCare / CRM
Services
Staffing &Recruiting
16.4x 16.0x
12.7x 12.4x
10.0x9.0x 8.8x 8.7x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
18.0x
HR Services InformationServices
Consulting &Training
IT & BPOServices
Staffing &Recruiting
Events &Exhibitions
Advertising& Marketing
Services
CustomerCare / CRM
Services
BUSINESS & TECH-ENABLED SERVICES TRADING COMPARABLES
Notes:Multiples represent median values, except for HR Services, which reflects mean values. Source: Capital IQ 07/09/2018.
Advertising & Marketing Services
Events & Exhibitions Information Services Consulting & Training HR Services Staffing & Recruiting IT & BPO Services Customer Care / CRM Services
8.8x / 1.6x 9.0x / 1.6x 16.0x / 5.1x 12.7x / 1.3x 16.4x / 3.6x 10.0x / 0.7x 12.4x / 2.2x 8.7x / 0.8x
2018E EBITDA / 2018E Revenue Multiple
EV / 2018E EBITDA EV / 2018E Revenue
8
SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYMarketing & Information Services
Notes:Source: Capital IQ and Wall Street Estimates.
($MM)
EV / EBITDA EV / Revenue
Announced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description
6/21/2018 $1,864 12.7x 9.8x 2.5x 2.5xOffers a range of Web services and products that enable small
businesses to establish, maintain, promote, and optimize their
online presence
6/20/2018 $34 NA NA 4.4x NAProvides competitive deposit and loan rate intell igence to bank
and credit union clients
6/19/2018 NA NA NA NA NAProvides business-critical insights over mobile, web, and
desktop platforms to oil and gas industries worldwide
6/15/2018 $32 10.9x NA 2.2x NAUK-based global digital subscription business that helps
brands, agencies and media platforms assess marketing
effectiveness across all channels
6/4/2018 $375+ ~20.0x NA NA NAProvides automated docket updates, breaking news, and expert
analysis for distressed debt investors, lawyers, and
restructuring professionals
5/21/2018 $1,855 NA NA NA NADevelops and provides market intell igence, data, and
technology solutions to participants in the global capital
markets in the U.S. and internationally
5/15/2018Exhibitions Business
$405 12.9x NA 3.8x NAUK-based organizer of market-leading B2B exhibitions,
including global exhibitions brands Bett and CWIEME
4/26/2018 $117 NM NM 2.5x 2.3xProvides cloud-based behavioral analytics for customer
service organizations
4/26/2018 NA NA NA NA NAProvides technology, connectivity, and information
solutions to the P&C and collision repair industries
4/20/2018 $1,400 22.2x NA 7.4x NAUK-based provider of consumer information management and
direct marketing services to businesses
3/15/2018 $371 NA NA 7.0x NAUK-based provider of free access to credit reports and scores
and consumer finance matching solutions
3/13/2018 $205 NA NA 2.8x NAProvides environmental risk information services and
solutions serving the property due diligence industry
2/12/2018Global Market Intelligence Division
$181 12.0x NA NA NATwo main units are CEIC and EMIS, which provide global
financial information from the macro and micro perspectives,
with a focus on data for emerging markets
1/30/2018Financial & Risk Business (55% stake)
$20,000 10.4x NA 3.3x NAOffers critical news, information, and analytics enabling
transactions and connecting communities of trading,
investment, financial, and corporate professionals
1/29/2018PR Solutions & Digital Media Services
$335 13.4x NA 1.7x NAPublic relations, webcasting, and webhosting products,
including GlobeNewswire, Media Intell igence, and Influencers
Database
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SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYMarketing & Information Services – continued
Notes:Source: Capital IQ and Wall Street Estimates.
($MM)
EV / EBITDA EV / Revenue
Announced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description
1/29/2018 $830 NA NA NA NAProvides context-based business security and fraud prevention
solutions for businesses in various industries worldwide
1/17/2018 $5,902 14.8x 14.5x 4.4x 4.4x Organizes business-to-business events worldwide
12/22/2017 $219 NA NA NA NAProvides eCommerce analytics, with proprietary
technology, for consumer product companies
12/18/2017 $476 5.8x NA 1.0x NA Largest direct mail production provider in North America
11/30/2017 $200 NA NA NA NAProvides market and cost intelligence solutions to
energy companies
11/27/2017 $456 NM 19.6x 2.2x 2.2xProvides marketing tools to retailer and brand clients for
understanding consumer voice
11/22/2017 NA NA NA NA NA Provider of data and analytics for capital markets
11/14/2017 NA NA NA 2.4x NAProvides under-banked consumer risk management and identity
verification services to alternative financial services industry
10/12/2017 NA NA NA NA NAGlobal leader in consumer and business-to-business
digital research data for business decisions
10/5/2017 $70 NM NA 2.7x NALeader in sales intelligence and acceleration for
businesses selling to the public sector
10/2/2017 $1,205 16.5x 16.6x 0.4x 0.4xJapan-based advertising agency and provider of
animation programs
9/26/2017 $558 NA NA NA NAProvides predictive analytics and marketing automation
technology for the automotive industry
9/5/2017 $113 11.2x NA 0.7x NAProvides digital video brand advertising solutions in the
U.S. and internationally
8/29/2017 $1,300 6.3x 6.4x 1.6x 1.6xProvides research, technology, and data-enabled
services to healthcare sector worldwide
8/29/2017 $1,550 NA NA NA NAProvides research and advice to academic, business, and
student leaders at Universities
Mean 12.4x 13.4x 2.9x 2.2x
Median 12.4x 14.5x 2.5x 2.2x
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SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYProfessional, IT & BPO Services
Notes:Source: Capital IQ and Wall Street Estimates.(1) Upon the closure of the transaction, Navigant will be a highly concentrated management consulting and managed services firm, focused on rapidly transforming industries including healthcare, energy, and financial services.
($MM)
EV / EBITDA EV / Revenue
Announced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description
6/28/2018 $2,534 7.4x 7.6x 0.9x 1.0xProvides customer management services to communications
and media, technology, financial services, and other vertical
markets worldwide
6/27/2018(Minority Stake for $250MM)
NA NA NA NA NAProvides consulting, product engineering, IT, and BPO services
to Global 1000 companies
6/25/2018DFLT and TAS Segments
$470 11.9x NA 1.5x NAProvides professional services to clients primarily in the
financial services industry
6/19/2018 NA NA NA NA NAProvides legal administrative services for class action
settlements, mass tort, solicitation, legal noticing programs,
and bankruptcy cases worldwide
6/19/2018 NA NA NA NA NAProvides event technology services for the hotel, resort, and
conference center industry in the U.S., Canada, Mexico, the
Caribbean, Europe, and the United Arab Emirates
6/14/2018 $1,000 12.0x NA 2.2x NAIndia-based provider of BPO and customer experience
management services
5/23/2018 NA NA NA NA NAProvides moving and relocation services to corporate
customers, individual consumers, and military and government
agencies worldwide
5/21/2018(48% stake)
$2,000+ NA NA NA NAProvides full-lifecycle product development services to
customers worldwide
5/10/2018 $1,100 NA NA NA NAGlobal provider of talent acquisition and management
solutions delivering value to clients through a portfolio of
outsourcing and consulting services
5/8/2018 $1,200 NA NA 7.0x NA Operates an online jobs and career community
5/1/2018 $385 NM NM 1.2x 1.4xProvides patent risk management and e-discovery
services for clients worldwide
5/1/2018 $240 NA NA NA NADba SCIO Health Analytics, provides healthcare analytics
solutions and services
4/24/2018 $150 11.2x NA 1.4x NAProvides cloud-based integrated recruiting, talent management,
and compensation management solutions
4/16/2018 $413 NA NA 4.1x NAProvides corporate training in web development, user
experience design, digital marketing, data science and machine
learning
4/12/2018 $330 8.6x NA 3.1x NAProvides a data management, integration, and analytics
infrastructure platform through commodity hardware, in the
cloud, or both
(1)
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SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYProfessional, IT & BPO Services – continued
Notes:Source: Capital IQ and Wall Street Estimates.
($MM)
EV / EBITDA EV / Revenue
Announced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description
4/9/2018 $215 NA NA 1.7x NAProvides health information management and locum
tenens staffing
4/9/2018 $37 NA NA 1.6x NAPhill ips DiPisa is a nationwide executive retained search firm;
Leaders for Today provides interim and permanent leadership
workforce solutions
4/5/2018 NA 15.0x NA NA NAFrance-based provider of intellectual property information and
management software and services
3/21/2018 $33 NA NA 1.7x NAProvides Guidewire platform implementation services
to P&C insurance carriers
3/19/2018 $1,180 10.5x 8.1x 0.6x 0.6xProvides title insurance and real estate transaction
services
3/14/2018Data Center and Cloud Services
$405 NA NA 1.7x NARepresents the combined operations of Wipro's datacenter and
cloud services and portion of its datacenter business In
Germany and U.K.
2/12/2018 $9,871 11.7x 12.0x 1.9x 1.8xProvides IT solutions and professional services to its U.S.
government customers to modernize legacy systems, and
protect and enhance networks and assets
2/6/2018Talent Assessment Business
$400 10.5x NA NA NA Formerly SHL, provides talent assessment solutions
2/5/2018 NA NA NA 2.0x NADigital customer engagement firm that specializes in
developing and delivering compelling customer experiences
1/31/2018 $775 11.5x NA 1.3x NAProvides cybersecurity, cloud, DevOps, IT modernization and
advanced science and engineering solutions to government
enterprises
1/11/2018 $5,650 13.1x 12.2x 2.8x 2.6xProvides technology-based information processing and
servicing solutions worldwide
12/22/2017 $185 NA NA NA NAProvider of l itigation support services including electronic
discovery, data management and managed review services
12/11/2017 NA NA NA NA NA Bankruptcy claims and noticing agency in the U.S.
12/6/2017 NA NA NA NA NAProvides claim management, loss adjusting, and risk solutions
to insurers, brokers, and risk managers
12/1/2017 NA NA NA NA NAReverse merger with SPAC to become a Nasdaq-listed
public company
Mean 11.2x 10.0x 2.2x 1.5x
Median 11.5x 10.0x 1.7x 1.4x
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GCA: A LEADING INDEPENDENT GLOBAL INVESTMENT BANK
NEW YORK
ZURICH
MILAN
FRANKFURT
MUNICH
TEL AVIVSAN FRANCISCO
Globally integrated platform with 18
offices across
America, Asia and
Europe
Geographically balanced,
synergistic and
complementary
sector focus areas
across the firm
Strong in key growth and
innovation sectors
such as Technology
and Industrials
Strong cross-border capabilities and
deal flow
LONDON
MANCHESTER
MUMBAI
OSAKA
SHANGHAI
SINGAPORE
TOKYO
DELHI
NAGOYA
400+experienced
professionals
HO CHI MINH CITY
TAIPEI
350+ deals closed
in the last 3 years
Global investment bank that provides strategic M&A and capital markets advisory services to growth companies and market leaders
GCA operates as GCA in America and Asia, and GCA Altium in Europe