Tech M&A Monthly: Megadebt and Hypervaluations - June 2013

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Global Tech M&A Monthly
Megadebt and Hypervaluations

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A leader in the software industry, Bruce has founded or owned four software companies, including the largest
vertical market software company, AMI, an Inc. 500 firm rated by IDC as the fastest growing computer-related
company in the world.
He has served on advisory boards for Microsoft, IBM, DEC, Comdex and Apple, and as board member/founding
investor in some of the most innovative firms in their field, including Blue Coat, Bright Star and Sabaki. Past
advisor to two governors and a senator, a board member of the Washington Technology Center, and founder of
the WTIA, the nation’s most active regional technology trade association.
He worked with the Canadian government to found SoftWorld, and he was recently chosen as one of the 200
most influential individuals in the IT community in Europe. He was also the only American juror for the recent
Tornado 100 Awards given to Europe’s top technology firms
A graduate with Distinction from Harvard Business School, Bruce has written three books on business models for
success, including Power Planning. He is a frequent lecturer and author.
Moderator
Bruce Milne
CEO
Corum Group Ltd.

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Agenda
 Welcome
 Field Reports
 Event Reports
 Research Report
 Special Report: “Hypervaluations”
 Special Report: “Megadebt”
 Q&A

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Corum's former President and now Chairman, Ward Carter's technology background includes a variety of
management positions with the Burroughs Corporation (later Unisys). Then, as vice president of a Wall Street
investment firm and as principal in a regional venture firm, he raised capital for ventures in computer hardware,
software, and biotechnology. As an executive for a Seattle-based archival storage software company, he attracted
venture capital and assisted with the eventual acquisition of the company by a larger competitor. As president of
InfoMatrix, and later Discovery Sales + Marketing, Ward provided strategic consulting support to emerging
software companies.
He joined Corum in 1997, has successfully managed numerous software company mergers and acquisitions
worldwide, was appointed President in 2006 and Chairman in 2010. He graduated with Honors from Seattle
University with a B.A. in Business.
Ward Carter
Chairman
Corum Group Ltd.
Field Report – American HealthTech

5
Field Report – RapidBlue
Mark Johnson
Director
Corum Group International, Ltd.
Mark’s professional experience is as an M&A advisor, CEO of an IT company, Venture Capitalist, IT
Management Consultant and Naval Officer. The thread throughout his career has been Information
Technology, its commercialization, and its applications towards improving business effectiveness. His
undergraduate education is from the U.S. Naval Academy in Annapolis, MD, where he received a degree in
Systems Engineering.
In 2006 he spent one year at the Stockholm School of Economics attaining an MBA. Additionally, he was a
semi-professional road cyclist and was ranked 1st in the U.S. Mid-Atlantic. He enjoys the challenges and
dynamism involved with identifying new technology innovations with strong commercialization
applications, particularly in an international setting where he has had the opportunity to work in numerous
countries throughout Asia, the Middle East, Europe, and Africa.
Serving as a Naval Officer provided an exceptional leadership opportunity in a challenging and diverse
environment.
Sold to

6
Corum's former President and now Chairman, Ward Carter's technology background includes a variety of
management positions with the Burroughs Corporation (later Unisys). Then, as vice president of a Wall Street
investment firm and as principal in a regional venture firm, he raised capital for ventures in computer hardware,
software, and biotechnology. As an executive for a Seattle-based archival storage software company, he attracted
venture capital and assisted with the eventual acquisition of the company by a larger competitor. As president of
InfoMatrix, and later Discovery Sales + Marketing, Ward provided strategic consulting support to emerging
software companies.
He joined Corum in 1997, has successfully managed numerous software company mergers and acquisitions
worldwide, was appointed President in 2006 and Chairman in 2010. He graduated with Honors from Seattle
University with a B.A. in Business.
Ward Carter
Chairman
Corum Group Ltd.
Conference Report – SaaS University

7
Jim Perkins
Regional Director, Digital Media Specialist
Corum Group, Ltd.
Entertainment software entrepreneur Jim Perkins is directly responsible for publishing some of the
industry’s biggest franchises, including Unreal, Duke Nukem, Wolfenstein, Doom, Hunting Unlimited, and
Driver. A well-known senior executive with a 22-year track record of publishing such bestselling hits, he
founded and grew two highly successful software publishing companies (FormGen and ARUSH) from start-
ups to multi-million dollar enterprises.
Jim also launched Radar Group, the first Transmedia Incubation Company to monetize entertainment
franchises across all media, including film and television. His success and extensive experience in software
production, marketing and public relations, packaging, online and retail distribution and software M&A,
uniquely qualify him as an expert in building value and realizing wealth. Jim joined Corum Group, the
world’s leading software M&A firm, with a specific focus on educating and helping prospective sellers
maximize the value of their digital media companies.
Conference Report – Casual Connect

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Rob has over 30 years of executive and entrepreneurial experience in multiple technologies: Integrated
circuit testing, industrial process automation and control, communications software, security software, and
energy software and services.
Rob has founded and sold several companies and engaged in two IPOs. He was most recently CEO of
Evergreen Fuel Technologies, Inc. in the energy sector. Rob is a broadly skilled strategic development
professional with a proven reputation for targeting, negotiating and developing profitable ventures and a
demonstrated ability to successfully analyze an organization's critical business requirements, identify
deficiencies and opportunities, and develop innovative and cost-effective solutions for enhancing
competitiveness, increasing revenues, and improving customer relationships.
Rob Schram
Director
Corum Group Ltd.
Conference Report – WFS

10
Contact:
ambers@corumgroup.com
Corum Research Report
Elon Gasper
Vice President,
Director of Research
Contact:
in/elongasper
elong@corumgroup.com
Amber Stoner
Senior Analyst
Jason Steblay
Research Analyst
Contact:
jasons@corumgroup.com
Alina Soltys
Senior Analyst
Contact:
in/soltysa
alina.soltys
alinas@corumgroup.com

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Public Markets
-2%
3%
8%
13%
18%
23% Weekly Percentage Change
NASDAQ S&P TECH Dow Jones

12
May 12 May 13
# of Transactions 320 280
# of Mega Deals 2 3
Largest Deal $4.5B $6.9B
Private Equity Deals 14 16
# VC backed Exits 70 66
% Cross Border Transactions 32% 27%
% of Startup Acquisitions* 15% 19%
Average Life of Target 13 13
Corum Index
* 0 to 3 years
Buyer Seller Price
Bain Capital/
Golden Gate/
GIC/Insight
Venture
BMC Software $6.9b
Fidelity National
Financial
Lender
Processing
Services
$2.9b
Yahoo Tumblr $1.1b

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May 12 May 13
# of Mega Deals 2 3
Corum Index
* 0 to 3 years
Buyer Seller Price
Bain Capital/
Golden Gate/
GIC/Insight
Venture
BMC Software $6.9b
Fidelity National
Financial
Lender
Processing
Services
$2.9b
Yahoo Tumblr $1.1b
Sold to
Sector: Systems Management
Target: BMC Software
Acquirer: Bain Capital, Golden Gate, GIC, Insight Venture Partners
Transaction Value: $6.9 Billion
- Provides a broad range of application, systems and database management
software and software as a service for businesses globally
- The second-largest PE deal since the end of the recession

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May 12 May 13
# of Mega Deals 2 3
Corum Index
* 0 to 3 years
Buyer Seller Price
Bain Capital/
Golden Gate/
GIC/Insight
Venture
BMC Software $6.9b
Fidelity National
Financial
Lender
Processing
Services
$2.9b
Yahoo Tumblr $1.1b
Sold to
Sector: Financial
Target: Lender Processing Services, Inc.
Acquirer: Fidelity National Financial, Inc.
- Provider of integrated technology, services, data and analytics to the
mortgage and real estate industries
- As mortgage industry continues to face increasing regulation, participants in
the industry are seeking out strategic partners who offer quality,
comprehensive solutions, a strong balance sheet and commitment to
innovation

15
May 12 May 13
# of Mega Deals 2 3
Corum Index
* 0 to 3 years
Buyer Seller Price
Bain Capital/
Golden Gate/
GIC/Insight
Venture
BMC Software $6.9b
Fidelity National
Financial
Lender
Processing
Services
$2.9b
Yahoo Tumblr $1.1b

16
May 12 May 13
# of Mega Deals 2 3
Corum Index
* 0 to 3 years
Buyer Seller Price
Bain Capital/
Golden Gate/
GIC/Insight
Venture
BMC Software $6.9b
Fidelity National
Financial
Lender
Processing
Services
$2.9b
Yahoo Tumblr $1.1b
Sold to
Sector: CRM
Target: ExactTarget
Acquirer: salesforce.com
- Will accelerate growth of the Salesforce Marketing Cloud and further its
mission of being the world’s leading CRM platform
- Combining ExactTarget’s digital marketing capabilities with Salesforce.com’s
sales, service and social marketing solutions, will create a world-class
marketing platform across email, social, mobile and the web.

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Vertical Application Software Market
2.4x
11.8x
Public Valuation Multiples
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Holding its own
with a slight
increase reflecting
potentially lucrative
markets.
Constant demand
for SaaS, big data,
others, keeps the
multiples stable.

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2.4x
11.8x
Deal Spotlight: Energy
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Sold to
Target: Neuralog, Inc. (NeuraDB business)
Acquirer: petroWEB
Transaction Value: Undisclosed
- Acquired Neuralogs' NeuraDB assets, which provide oil well data
management software for businesses in the petroleum industry globally.
- Will be positioned to deliver the next generation of PPDM-based E&P data
management with web technologies to provide broad access from a host of
computing devices.

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2.4x
11.8x
Deal Spotlight: Energy
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Sold to
Target: ISS Group Limited [Australia]
Acquirer: P2 Energy Solutions Inc.
Transaction Value: $43 million
- ISS's BabelFish™ product suite and production operations expertise will
allow P2 to provide the most complete and integrated production solution for
the upstream oil and gas market.
- Signals P2's commitment to providing the most comprehensive suite of
products for the oil and gas industry.

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Consumer Application Software Market
1.7x
7.4x
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Value-to-sales ratio
still stable though
some buyers
forced overseas as
US wireless market
saturated.
Strategic factors
and potential
outweigh
immediate profits.

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1.7x
7.4x
Deal Spotlights
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Target Value Description
Reported at $150
million with an
additional $50
million in earnout
potential
Provides a literature-focused social network and online directory that
enable users to share book reviews and recommendations and locate
books of interest.
Reported at $26
million
Provides a mobile speech-recognition application that enables iOS
and Android device users to receive answers to spoken questions and
instructions.
Undisclosed
Provides text-to-speech conversion software and software as a
service in more than 17 languages for businesses and consumers
worldwide.

22
1.7x
7.4x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Sold to
Target: Waze Ltd. [Israel]
Acquirer: Google
Transaction Value: Reported at $1.1 billion
- Waze provides a GPS-based mobile application that enables Android and
iOS device users to receive traffic and road hazard updates from other users.
- Bidding included Apple, Facebook and Google with a range of values
reported from $500 million to $1.3 billion.
- Waze will enhance Google Maps with some of the traffic update features
provided.

23
1.7x
7.4x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Sold to
Target: Poynt Corporation
Acquirer: Sprylogics International Inc.
Transaction Value: $2.4 million
- Poynt has a large and loyal international user-base across all major
smartphone platforms including IOS, Android, Blackberry and Windows
- IP assets include a number of early stage patents granted in their key
business areas
- Primary revenue stream is through mobile advertising which is positioned for
exponential growth over the next few years.

24
Internet Market
1.8x
11.5x
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Online education,
advertising, others
keep valuations
stable.
Extended horizon
for cloud boom
again holds value
of potential long-
term growth over
short term profits.

25
Internet Market
1.8x
11.5x
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Sold to
Target: Mind360 [Israel]
Acquirer: Intelligent Living (portfolio company of FEEL Golf )
Transaction Value: $1 million - $150,000 in cash & promissory note worth $850,000
- A health wise company committed to enhancing and maintaining people's mental fitness through
an online web-based cognitive training platform.
Deal Spotlights
Sold to
Target: Tribal Nova Inc
Acquirer: Houghton Mifflin Harcourt
- Represents a key investment in HMH’s capabilities around the development of industry-leading
adaptive digital content for the pre-K market.

26
Internet Market
1.8x
11.5x
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Sold to
Target: Livemocha
Acquirer: Rosetta Stone Ltd.
Transaction Value: $8.5 million in cash
- Accelerates Rosetta Stone’s transition to cloud-based learning solutions and reinforces its
leadership position in the competitive language-learning industry.
Deal Spotlights
Sold to
Target: X2PN E-Learning Pvt. Ltd. [India]
Acquirer: Knewcleus Online Services Private Ltd. [India]
- Provides educational instruction software that enables students and employees to learn by playing
games on social networks and via smart phones.

27
Horizontal Application Software Market
2.9x
12.6x
EV
Sales
Since Q1 Corum Analysis
EV
EBITDA
May 2013
Down some from 13x
at end of quarter but
not substantially.
Still the highest
valuations in the
Corum Index due to
prevalence of SaaS
premium companies.

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2.9x
12.6x
Deal Spotlight
EV
Sales
EV
EBITDA
May 2013
Sold to
Sector: CRM
Target: SoundBite Communications, Inc.
Acquirer: Genesys Telecommunications Laboratories
- Will strengthen the Genesys cloud solutions portfolio, building on its recent
acquisition of Angel for self-service and contact center
- Genesys will enrich its portfolio of cloud-based solutions for marketing, sales
and collections departments, and strengthen its ability to address additional
user communities across the enterprise

29
2.9x
12.6x
Deal Spotlight
EV
Sales
EV
EBITDA
May 2013
Sold to
Sold to
Target: Socio Logiciels [France]
Acquirer: NP6 SA [France]
- French leader in statistical data analysis and modeling.
- Will benefit from expertise in data mining and geo-marketing.
Target: SmartSource Corporation
Acquirer: Extraprise
- Acquisition provides a platform to deliver advanced digital lifecycle marketing capabilities to B2B
and B2C enterprises.

30
Infrastructure Software Market
2.4x
11.1x
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Hitting 12-month
highs. Profits valued
and combined with
growth in
compelling key
areas like next-
generation firewalls.
Market share valued
as continuing data
migration off devices
and on to cloud-
based systems
forecast.

31
2.4x
11.1x
Deal Spotlights
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Sold to
Target: Netronome (SSL Inspector appliance product line)
Acquirer: Blue Coat Systems, Inc.
- The SSL appliances are the industry’s highest performance transparent proxy for SSL network
communications, and provide unique visibility exposing inbound threats and outbound leaks
Sold to
Target: Solera Networks, Inc.
Acquirer: Blue Coat Systems, Inc.
Transaction Value: Estimated $225 million in cash
- Combination of Solera’s real-time intelligence, security visibility and forensic capabilities and Blue
Coat’s comprehensive Web-based threat intelligence capabilities now gives businesses the tools
to proactively block threats and rapidly identify, respond to and recover from a data breach or
incident.

32
2.4x
11.1x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Sold to
Sector: Security
Target: Stonesoft Oyj [Finland]
Acquirer: McAfee
Transaction Value: $389 million in cash
- McAfee’s second-largest deal ever and one of its higher multiples in 26 purchases
– valuing Stonesoft at 7.2x its trailing revenue
- Expects to grow its network security business by delivering the industry’s most
complete network security solution with the IPS Network Security Platform,
Firewall Enterprise for the high assurance market segment, and Stonesoft’s next-
generation firewall

33
IT Services Market
0.6x
10.7x
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Financial and other
buyers insist on
profits and pay up
for them.
Values holding
steady almost
without
fluctuations.

34
IT Services Market
0.6x
10.7x
Deal Spotlights
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Sold to
Target: Acquity Group LLC
Acquirer: Accenture Ltd. [Ireland]
- Accenture’s largest deal ever will further strengthen and expand the broad range of digital
marketing services that Accenture provides to clients.
Sold to
Target: Fjordnet Limited
Acquirer: Accenture Ltd. [Ireland].
- Fjord’s design capabilities will complement the business strategy, data analytics, technology and
marketing operations services offered through Accenture Interactive.
-

35
IT Services Market
0.6x
10.7x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Sold to
Target: Semphonic
Acquirer: Ernst & Young
- Together, they can offer an even deeper analytic capability that can be
applied to predictive and prescriptive analytic challenges across multiple
sectors.
- Semphonic adds deep experience into the complex website and mobile app
customer interaction challenges their clients may face in developing and
executing their digital channel strategy.

36
IT Services Market
0.6x
10.7x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2013
Sold to
Target: Alti SA
Acquirer: Tata Consultancy Services
Transaction Value: $97.4 million in cash
- French technology services firm with strong expertise in IT services including
enterprise solutions, assurance and CRM solutions.
- Will strengthen TCS’ ability and footprint to service its customers in France
and other regions in Europe.

37
Contact:
ambers@corumgroup.com
Corum Research Report
Elon Gasper
Vice President,
Director of Research
Contact:
in/elongasper
elong@corumgroup.com
Amber Stoner
Senior Analyst
Jason Steblay
Research Analyst
Contact:
jasons@corumgroup.com
Alina Soltys
Senior Analyst
Contact:
in/soltysa
alina.soltys
alinas@corumgroup.com

38
Alina Soltys joined Corum Group in 2010, located out of their Seattle headquarters. Prior to this, she worked as an
Acquisitions Specialist at a real estate development firm specializing in acquiring multi-family properties
throughout the Pacific Northwest. Alina analyzed specific target markets for opportunities, valued apartment
buildings, presented offers to owners, participated throughout the negotiations as well as analyzed current and
pro-forma figures. She also served as an intern at the newly formed Mergers and Acquisitions Group within
Colliers International where she contributed in marketing, finance as well as strategic growth and positioning.
Alina graduated from the Foster School of Business at the University of Washington, specializing in Finance and
Entrepreneurship.
Alina Soltys
Senior Analyst
Corum Group Ltd
Special Report: “Hypervaluations”
Hypervaluations

39
Deal Value Added
Do investors think the average deal creates value?
Average annual deal value added (DVA), %
Source: McKinsey
16.7%Technology, Communications and Telecom
Hypervaluations

40
Deal Premiums
Hovering near historic highs for M&A deals of publicly traded companies
Hypervaluations

41
Deal Premiums
Sold to
Sector: CRM
Target: Eloqua
Acquirer: Oracle
- Provides marketing automation software as a service for businesses with
features for email marketing, sales lead management and marketing
campaign effectiveness analytics.
- Expected to create a comprehensive Customer Experience Cloud offering to
help companies transform the way they market, sell, support and serve their
customers.
33% Premium
Hypervaluations

42
Deal Premiums
Sold to
Sector: CRM
Target: ExactTarget
Acquirer: salesforce.com
- Will accelerate growth of the Salesforce Marketing Cloud and further its
mission of being the world’s leading CRM platform
- Combining ExactTarget’s digital marketing capabilities with Salesforce.com’s
sales, service and social marketing solutions, will create a world-class
marketing platform across email, social, mobile and the web.
47% Premium
Hypervaluations

43
Yahoo! Deal Spotlights
Sold to
Target: Maven Networks, Inc.
Acquirer: Yahoo!
- Video is projected to be the fastest growing segment of the online ad market, and Maven will
significantly help advance Yahoo!’s strategy, expanding the video opportunity for publishers and
increasing the efficiency and effectiveness for advertisers.
Sold to
Target: Tumblr
Acquirer: Yahoo!
Transaction Value: Estimated $1.1 Billion in cash
- Tumblr brings 50 billion blog posts (and 75 million more arriving each day) to Yahoo!'s media
network and search experiences
8x Revenue Multiple
85x Revenue Multiple
Hypervaluations

44
Mobile Network Optimization
Sold to
Target: Intucell [Israel]
Acquirer: Cisco Systems, Inc.
- Through the addition of Intucell's industry-leading SON technology, Cisco's service provider
mobility portfolio provides operators with unparalleled network intelligence and the unique ability
to not only accommodate exploding network traffic, but to profit from it.
Sold to
Target: Skyfire Labs, Inc.
Acquirer: Opera Software ASA [Norway]
- Through their cloud- based optimization solutions, they are able to deliver video and other
multimedia content more quickly and from closer sources to the mobile consumer.
15.8x Revenue Multiple
10.2x Revenue Multiple
Hypervaluations

45
Bidding War
$500 million $800 million to $1 billion $1.1 billion to $1.3 billion
May 9Jan. 3 Jun. 9
Bidding Timeline
Hypervaluations

46
Bidding War
$500 million $800 million to $1 billion $1.1 billion to $1.3 billion
May 9Jan. 3 Jun. 9
Bidding Timeline
Sold to
Target: Waze Ltd. [Israel]
Acquirer: Google
Transaction Value: Reported at $1.1 billion
- Waze provides a GPS-based mobile application that enables Android and
iOS device users to receive traffic and road hazard updates from other users.
- Bidding included Apple, Facebook and Google with a range of values
reported from $500 million to $1.3 billion.
- Waze will enhance Google Maps with some of the traffic update features
provided.
>1000x Revenue Multiple (?!)
Hypervaluations

47
Bidding War
Other Bidders $600 - $800 million $1 billion +
Jun. 1
Bidding Timeline
May 26May - June
Hypervaluations

48
Alina Soltys joined Corum Group in 2010, located out of their Seattle headquarters. Prior to this, she worked as an
Acquisitions Specialist at a real estate development firm specializing in acquiring multi-family properties
throughout the Pacific Northwest. Alina analyzed specific target markets for opportunities, valued apartment
buildings, presented offers to owners, participated throughout the negotiations as well as analyzed current and
pro-forma figures. She also served as an intern at the newly formed Mergers and Acquisitions Group within
Colliers International where she contributed in marketing, finance as well as strategic growth and positioning.
Alina graduated from the Foster School of Business at the University of Washington, specializing in Finance and
Entrepreneurship.
Alina Soltys
Senior Analyst
Corum Group Ltd
Special Report: “Hypervaluations”
Hypervaluations

49
Elon Gasper founded pioneering animation and speech software company Bright Star Technology in the 1980s.
With Corum's assistance he closed venture funding, expanded and then sold Bright Star to a public company in
the early 90s. He holds 9 patents for his software innovations and was a finalist for the Fleugelman, the only
personal achievement award given by the Software Publishers Association. He has also won a Traditional Game
of the Year, a Best Practices for Product Innovation, a COMDEX Envision and a Codie, the retail software 'Oscar'.
After Bright Star, Elon went on to drive development, business and marketing strategies in a variety of companies
and roles, including Chief Technologist in entertainment giant Vivendi Universal's Sierra Online division; Senior VP
at VizX Labs, a pioneering SaaS business delivering DNA analysis tools to scientists; and participant in a number
of other start-ups, notably in the medical device, geoweb and telecommunications spaces. His background also
includes faculty, staff and other positions at UCLA, Cal State, and currently University of Washington, where he
has appointment as Entrepreneur-in-Residence at UWBTEC; systems programming at a Fortune 500 company's
Advanced Technology Center; and biomedical research.
Elon Gasper
Vice President, Director of Research
Corum Group Ltd
Special Report: “Megadebt”
Megadebt

50
Cumulative Debt of Tech Giants
0
20,000
40,000
60,000
80,000
100,000
120,000
140,000
160,000
Q1
2007
Q2
2007
Q3
2007
Q4
2007
Q1
2008
Q2
2008
Q3
2008
Q4
2008
Q1
2009
Q2
2009
Q3
2009
Q4
2009
Q1
2010
Q2
2010
Q3
2010
Q4
2010
Q1
2011
Q2
2011
Q3
2011
Q4
2011
Q1
2012
Q2
2012
Q3
2012
Q4
2012
Q1
2013
IBM HP Cisco Oracle Microsoft Dell Apple
Source: Quarterly reports
Megadebt

51
Unprecedented Debt
 High demand
 For quality corporate bonds
 Worry about central bank looseness
 Low rates
 Tax avoidance due to the US repatriation tax
structure
Megadebt

52
Repatriation Deferred
 Countries mainly tax profits territorially
 US also assesses American corporations and
additional tax upon return of the cash to the
parent company stateside
 Deferring such impacts has always caused some
build-up of funds overseas
 New factors push the trend:
 Growing overseas sales
 Sophisticated accounting methods
 Anticipation of another tax holiday like in 2004
Megadebt

53
Waiting for another holiday?
-2
-1.5
-1
-0.5
0
0.5
1
1.5
2
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Average annual increase in permanently reinvested
foreign earnings, in billion USD
Average
increase, 1994-2004:
$342 mln
Average
increase, 2006-2008:
$1.32 bln
Effect of the 2004 tax
holiday
Megadebt

54
Un-repatriated Profits of US companies
Tech
37%
Non-Tech
63%
Tech Non-Tech
Source: Citizens for Tax Justice
Megadebt

55
Apple’s Overseas Cash
60
98
137
145
35
64
94
102
0 0 0 00 0 0 00
20
40
60
80
100
120
140
160
2010 2011 2012 2013
Total Cash Cash abroad
In billions USD
Megadebt

56
Cisco M&A 2013
All overseas
Megadebt

57
Recent Tech Bond Issues
In billions USD
17
6 5.75
4.92
3
0
2
4
6
8
10
12
14
16
18
Apple Texas Instruments IBM Microsoft Google
Megadebt

58
How long will this go on?
 US Repatriation tax holiday
 US tax law change
 Until interest rate increases
None of which seem likely this year.
Megadebt

59
Interest Rate History
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60
Conclusions
 Megadebt creates real liquidity for tech M&A
 Will continue to do so:
 Google offering likely next, to let them keep buying
US companies.
 Cisco is an exception, bent on doing M&A
overseas instead.
 Window of opportunity for tech sellers at least
into next year.
Megadebt

61
Elon Gasper founded pioneering animation and speech software company Bright Star Technology in the 1980s.
With Corum's assistance he closed venture funding, expanded and then sold Bright Star to a public company in
the early 90s. He holds 9 patents for his software innovations and was a finalist for the Fleugelman, the only
personal achievement award given by the Software Publishers Association. He has also won a Traditional Game
of the Year, a Best Practices for Product Innovation, a COMDEX Envision and a Codie, the retail software 'Oscar'.
After Bright Star, Elon went on to drive development, business and marketing strategies in a variety of companies
and roles, including Chief Technologist in entertainment giant Vivendi Universal's Sierra Online division; Senior VP
at VizX Labs, a pioneering SaaS business delivering DNA analysis tools to scientists; and participant in a number
of other start-ups, notably in the medical device, geoweb and telecommunications spaces. His background also
includes faculty, staff and other positions at UCLA, Cal State, and currently University of Washington, where he
has appointment as Entrepreneur-in-Residence at UWBTEC; systems programming at a Fortune 500 company's
Advanced Technology Center; and biomedical research.
Elon Gasper
Vice President, Director of Research
Corum Group Ltd
Special Report: “Megadebt”
Megadebt

Tech M&A Monthly: Megadebt and Hypervaluations - June 2013

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Tech M&A Monthly: Megadebt and Hypervaluations - June 2013