fb m&a update - r.l. hulett

Software M&A Update1Q 2020

Trevor HulettManaging [email protected]

Jason [email protected]

For more information on R.L Hulett & Co. or this report please visit our website at rlhulett.com or call us at (314) 721-0607

CONTENTS

2 Coronavirus Impact4 Opportunities 5 Global Deal Analytics9 Valuation Multiples12 Public Comps13 Our Service Offerings14 Selected Transactions

REPORT HIGHLIGHTS

In Q1 2020, the Software industry outperformed the S&P 500 index by 0.5%

The first quarter of 2020 saw the fewest number of deals closed in the first three months since 2014

Total capital invested went up 31% from Q4 2019 but was down 36% compared to Q1 2019

Strategic buyers were more active than PE investors in both deal volume and total capital invested in Q1 2020

The acquisition of Plaid by Visa (NYS:V) in a $5.3 billion deal represented the largest transaction in Q1

Valuations (stated as multiples of EBITDA and revenue) for M&A transactions trended downwards in Q1

Software M&A Update | 1Q 2020

R.L. Hulett & Company, Inc.

Coronavirus Impact

Source: S&P Global, The Verge, PitchBook

Industry PerformanceAccording to S&P Global, the Software industry outperformed the S&P 500 index in Q1 2020, where the Softwareindustry had a -19.8% YTD return compared to a -20.3% YTD return for the S&P 500 as of Mar 31, 2020. The IT sectorhad the best performance in Q1 compared to other sectors, with a -13% YTD return. The pandemic impact was primarilymitigated by increasing demand for communication software and internet video streaming.

70

80

90

100

110

120

130

140

S&P Software & Services Select Industry Index (TR) S&P 500 (TR) S&P 500 Information Technology (Sector) (TR)

Software DevelopmentThe software development industry is globalized, withmany large firms having R&D facilities in areas that havebeen the most affected by the virus. The limitation oninternational travel has slowed R&D activities for globalfirms. Microsoft has recently reported that thecoronavirus is slowing down the production of its surfacelaptops. In addition, Apple is projecting lower thanplanned sales number for the first time in 16 years.

Many companies decided to cut budgets for softwaredevelopment, which lead to a slow down in IT growth. Itis anticipated that top software exporters TataConsultancy Services, Infosys, and HCL Technologies willbe impacted by the reduced technology spending byclients in the US and Europe following lockdowns acrossthe globe, according to The Economic Times.

FundingAccess to capital has been and continues to be asignificant challenge for many businesses during thepandemic. Startups usually raise money in a series offundings to expand. According to PitchBook, totalcapital invested in the Software sector in Q1 2020declined 36% compared to Q1 2019.

On the other hand, the dry powder level has beenincreasing dramatically, delivering a favorableenvironment for small businesses. As of this writing,Clearlake Capital closed its latest fund on more than$7 billion. Francisco Partners registered its newestflagship effort with the SEC, indicating a $6.6 billiontarget. Clayton, Dubilier & Rice has raised $6 billionfor an in-progress vehicle, according to PE Hub. AndGeneral Atlantic is reportedly planning a new $5billion fund along with longtime credit investor TrippSmith.



Federal Stimulus – COVID-19

Source: SBA, Federal Register

CARES Act – Paycheck Protect ProgramFollowing President Trump’s signing of the historic Coronavirus Aid, Relief, and Economic Security (CARES) Act, SBA andTreasury Department announced on March 31st that the SBA and Treasury Department have initiated a robustmobilization effort of banks and other lending institutions to provide small businesses with the capital they need.

The CARES Act established a new $349 billion Paycheck Protection Program. The Program will provide much-neededrelief to millions of small businesses so they can sustain their businesses and keep their workers employed.

CARES Act – Economic Injury Disaster Loan (EIDL)In response to the Coronavirus (COVID-19) pandemic, small business owners in all U.S. states, Washington D.C., andterritories are eligible to apply for an Economic Injury Disaster Loan advance of up to $10,000. This advance will provideeconomic relief to businesses that are currently experiencing a temporary loss of revenue. Funds will be made availablefollowing a successful application. This loan advance will not have to be repaid.

Paid Sick Leave For EmployeesThe Secretary of Labor (“Secretary”) is promulgating temporary regulations to implement public health emergency leaveunder Title I of the Family and Medical Leave Act (FMLA), and emergency paid sick leave to assist working families facingpublic health emergencies arising out of Coronavirus Disease 2019 (COVID-19) global pandemic. The leave is created by atime-limited statutory authority established under the Families First Coronavirus Response Act, Public Law 116-227(FFCRA), and is set to expire on December 31, 2020. The FFCRA and this temporary rule do not affect the FMLA afterDecember 31, 2020.

Expansion of Unemployment BenefitsUnder the new CARES Act responding to the COVID-19 pandemic, all states will be allowed to provide up to 13 additionalweeks of federally funded extended benefits to people who exhaust their regular state benefits. Under the Act, throughthe end of this year, people who exhaust both regular and extended benefits, and many others who have lost their jobsfor reasons arising from the pandemic but who are not normally eligible for UI in their state, are eligible for PandemicUnemployment Assistance. People can receive a maximum of 39 weeks of benefits this year from all three sourcescombined.

Tax ReliefThe Treasury Department and the Internal Revenue Service are also providing special tax filing and payment relief toindividuals and businesses in response to the COVID-19 Outbreak. On March 30th, they announced that distribution ofeconomic impact payments will begin in the next three weeks and will be distributed automatically, with no actionrequired for most people. However, some taxpayers who typically do not file returns will need to submit a simple taxreturn to receive the economic impact payment.

The filing deadline for tax returns has been extended from April 15 to July 15, 2020. The IRS urges taxpayers who areowed a refund to file as quickly as possible. For those who can't file by the July 15, 2020 deadline, the IRS remindsindividual taxpayers that everyone is eligible to request an extension to file their return.



Opportunities

FintechThe fintech industry has been presented as a kind of advantage-being new sector. Fintech companies are well-positionedto adapt to a world that suddenly exists primarily online and most fintech platforms already exist in online formats. Thecoronavirus is forcing the fintech sector to produce creative solutions to new and unprecedented problems when itcomes to supporting customers, building relationships, boosting company morale, and planning for the future.

Online Payment: According to deVere Group, an international financial consultancy firm, the isolation and lockdownscaused a 72% spike in the use of financial apps in Europe. Many companies are going further with just online payment.Monzo Bank and Tide are two examples that are offering options ranging from repayment plans for loans to specificguidance services.

Government Partnership: The U.S. Small Business Administration (SBA) published a Lender Agreement form to allownon-banks to participate as lenders in its Paycheck Protection Program (PPP). Fintech companies are rising to task and tofacilitate for small businesses.

Source: Finance Magnates

Communication SoftwarePeople working from home created huge opportunities forcommunication software brands like Zoom. According toMarketing Dive, advertisement spending from firms likeZoom and GoTo Meeting reached $45 million in Q1 2020,triple what the category spent in any quarter in 2019.Additionally, spending has ramped up month-to-month in2020, spiking from $10 million in January to $24 million inMarch, as the coronavirus spread globally. By comparison,average quarterly spending for the category was just $13.75million in 2019.

Zoom’s stock price soared by 114% in Q1 2020 alone, from$67 in January to $167 in March.


Source: PitchBook Data, data as of 02/17/2020 R.L. Hulett & Company, Inc.

We tracked all 695 Software deals in Q1 2020 across the globe, 54% of which came from the North American market.

Europe was the second most active market, with 236 deals in the Software sector. These two regions witnessed 88% of

the transactions reported in Q1.

0 1-100 101-300 >300

United States Regions

Canada: 30

In the North American market, the West Coast region was the most

active area in terms of Software M&A transactions in Q1 because of the

location advantage (Silicon Valley), with 92 closed deals. Transactions of

note in the West Coast include Visa’s acquisition of Plaid and Viagogo’s

takeover of StubHub.

The Mid Atlantic region contributed 21% of the total deals, followed by

the Mountain and South regions, with 34 deals and 32 deals,

respectively. Outside of the U.S., 30 transactions closed in the Canadian

market in Q1 making it the second most active market in North America.

West Coast: 92

Mid Atlantic: 73

Mountain: 34

South: 32

Midwest: 17

Other: 96

Global Deal Analytics

374236

41

19

10

15



Marketing & Online Video

Network SecurityFintechSoftware Service Software Dev & New Media

Among the 695 Software deals in Q1 2020, 32% of the transactions were done in the Software Service subsector,

making it the most active subsector in the Software space from an M&A standpoint. The next most active subsector

was Software Development and New Media with 174 deals in Q1. Online Video and Financial Payment followed behind

with a combined 34% of the total deals. Network Security had the fewest transactions in Q1, with 63 deals.


Deal by Subsector

220

174

136

102

63



Under the pandemic, deal volume in the

Software sector dropped slightly to 695 deals

in Q1, down 4.7% from 729 in Q4 2019 and

26% from 939 in Q1 2019.

Since 2014, total deal volume has been

increasing annually at an average of 13% to a

peak of 3,972 in 2018. In 2019, the total

number of reported transactions decreased

17% to 3,286 and, based on activity in Q1

2020, it is expected that we will see another

15.9% decline in 2020 for a total of 2,836

deals. We anticipate seeing a downtrend in

the 2nd quarter but an uptick in M&A activity

in the 3rd and 4th quarters as business activity

begins to normalize late in Q2, leading to

more appetite for “risk-on” investing and

M&A later in the year.

Aggregate transaction value in 2018 reached

a peak of $232.2B for all deals disclosed. In

2019, capital invested held up relatively well

at $207.5B, down 11% from 2018, despite a

17% drop in volume from the prior year.

Total capital invested in the Software sector

in Q1 2020 declined 36% from the prior year,

from $57.8B to $37.1B in Q1 2019 and Q1

2020, respectively.


695

3,286

3,972 3,779 3,523

3,192 2,836

-

1,000

2,000

3,000

4,000

5,000

2020*20192018201720162015

Deal Volume

695729792826

939904959988

1,121

916945883

1,035

-

200

400

600

800

1,000

1,200

1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q

2020201920182017

Deal Volume

37.128.3

63.7

47.657.8

87.1

47.040.0

51.2

24.8

- B

20 B

40 B

60 B

80 B

100 B

1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q

2020201920182017

Total Capital Invested



We saw a shift in size mix in Q1 2020 slightly

away from the lower middle market ($0-

$50MM), down to 61.3% from 63.6%, and

into the large middle market ($50-$500MM),

increasing to 29.4% from 27.1% in 2019.

Deal volume in the large tranche of the

market ($1B+) also increased slightly from

prior year levels.

While strategic buyers have historically

accounted for the majority of M&A volume

in the sector, we have seen a steady trend of

increasing participation by private equity

buyers over the last six years from 26.6% in

2014 to 38.2% in 2019. In Q1 2020, deal

volume by PE buyers declined slightly to

37.4%.

Private equity buyers have made up an

increasing share of total capital invested in

recent years and in fact, in 2019, reached the

highest level in the past six years at 43.2%.

2020 has followed a similar trend with

private equity buyers accounting for 43.1%

of the total capital invested by acquirers.


61.3%63.6%70.9%74.0%75.4%75.6%73.2%

29.4%27.1%22.3%20.3%18.4%19.1%21.8%

3.1%4.9%3.1%2.8%2.9%2.9%2.6% 6.1%4.4%3.6%2.9%3.3%2.4%2.4%

0%

20%

40%

60%

80%

100%

2020*201920182017201620152014

Deal Volume by Deal Value

0-50 50-500 500-1000 MM 1000 MM +

37.4%38.2%36.7%34.3%28.8%26.3%26.6%

62.6%61.8%63.3%65.7%71.2%73.7%73.4%

0%

20%

40%

60%

80%

100%

2020*201920182017201620152014

Deal Volume by Acquirer

Private Equity Strategic

43.1%43.2%33.8%37.4%34.4%35.5%32.2%

56.9%56.8%66.2%62.6%65.6%64.5%67.8%

0%

20%

40%

60%

80%

100%

2020*201920182017201620152010

Total Capital Invested by Acquirer

Private Equity Strategic



Valuation Multiples

12.4x13.4x

17.2x

13.5x12.9x

18.3x

14.4x

9.1x

13.3x13.5x14.4x

2.84x 2.95x 3.22x2.47x 2.73x 2.94x 2.60x 2.21x 1.92x 2.40x 1.75x

0.00x

2.00x

4.00x

6.00x

8.00x

10.00x

12.00x

14.00x

16.00x

18.00x

20.00x

2020*2019201820172016201520142013201220112010

EV/EBITDA EV/Revenue

11.9x

6.2x6.8x

5.7x

2.5x

0.1x

6.8x

3.3x2.4x

4.5x

7.1x

0.00x

2.00x

4.00x

6.00x

8.00x

10.00x

12.00x

14.00x

2020*2019201820172016201520142013201220112010

Debt/EBITDA

11.8x12.9x16.0x

12.5x12.0x12.2x12.8x9.9x

20.5x

9.9x14.9x

22.50x

13.57x

19.37x17.93x

13.75x

24.12x

14.75x

8.94x10.25x

14.72x

11.24x

0.00x

5.00x

10.00x

15.00x

20.00x

25.00x

30.00x

2020*2019201820172016201520142013201220112010

Strategic EV/EBITDA PE EV/EBITDA



Revenue EBITDA

26-Mar-2020 Wavy (Brazil) Sinch Merger/Acquisition 74.41 0.76x -Provider of customer services based in Sao

Paulo, Brazil

23-Mar-2020 Instructure Thoma Bravo Buyout/LBO 2,000.00 7.29x -Instructure Inc provides cloud-based learning

management platform

23-Mar-2020 iGraal Global Savings Group Merger/Acquisition 136.48 3.05x 17.42xOperator of an online shopping website based

in Vieille-Église-en-Yvelines, France

19-Mar-2020 Emailage LexisNexis Risk Solutions Merger/Acquisition 480.00 0.96x -Developer of a SaaS fraud prevention and

identity verification technology

11-Mar-2020 Lead Republik Raketech Group Merger/Acquisition 1.87 0.60x 3.58x Developer of real-time software

09-Mar-2020 Twitter (NYS: TWTR) Silver Lake Management PIPE 1,000.00 - -An open distribution platform and a

conversational platform

09-Mar-2020 XMedius Solutions OpenText Merger/Acquisition 75.00 1.88x - Provider of enterprise grade services

28-Feb-2020 Veeam Insight Partners Buyout/LBO 5,000.00 5.00x -Provider of intelligent data management

software

28-Feb-2020 Storm8 Stillfront Group Merger/Acquisition 400.00 3.17x 6.16xDeveloper of mobile games located in

California

21-Feb-2020 VersaPay Great Hill Partners Buyout/LBO 95.17 14.62x -Provider of cloud-based accounts receivable

automation software and payment solutions

18-Feb-2020 Red Giant MAXON Computer Merger/Acquisition 406.50 19.36x -Developer of filmmaking software based in

Portland, Oregon

13-Feb-2020 StubHub Viagogo Merger/Acquisition 4,050.00 - -Developer of ticketing software and solutions

intended to bring the joy of live to fans

13-Feb-2020 Looker Alphabet Merger/Acquisition 2,600.00 16.25x -Developer of a business intelligence and big

data analytics platform

11-Feb-2020 Armis (USA) CapitalG Buyout/LBO 1,100.00 - -Developer of an agentless IoT security platform

for enterprises

11-Feb-2020 Care.com IAC Merger/Acquisition 500.00 2.34x - An online marketplace

11-Feb-2020 Ruro Brooks Automation Merger/Acquisition 15.00 3.00x -

Developer of computer software intended to

boost the productivity of life science

organizations

10-Feb-2020 Ventanex Realtime Electronic Payments Merger/Acquisition 50.00 4.17x 11.76xDeveloper of a cloud-based transaction

management platform

07-Feb-2020 MRI SoftwareChurchill Asset Management, GI

PartnersPE Growth/Expansion 3,000.00 - -

Developer of real estate and investment

management software

05-Feb-2020 Posera-HDX Payfacto Merger/Acquisition 16.90 2.28x -

Engaged in the business of managing merchant

transactions with consumers and facilitating

payments

31-Jan-2020 First Advantage Silver Lake Management Buyout/LBO 1,500.00 - - Developer of a background screening software

24-Jan-2020 Shape Security F5 Networks Merger/Acquisition 1,000.00 - -Developer of enterprise-based application

security technology

17-Jan-2020 Plaid (Financial Software) Visa Merger/Acquisition 5,300.00 35.33x -Developer of a data network programming

platform

16-Jan-2020 Intrinsyc Lantronix Merger/Acquisition 27.00 0.94x 28.27xAn Internet of Things product development

company

14-Jan-2020 Content IQ Perion Network Merger/Acquisition 73.05 1.87x 12.38xDeveloper of data and analytics tools located in

New York, United States

08-Jan-2020 Gastrofix Lightspeed POS Merger/Acquisition 99.94 8.00x -Developer and provider of a cloud-based point-

of-sale (POS) software

03-Jan-2020 AutoEnginuity Opus Inspection Merger/Acquisition 20.00 5.11x 8.60x Provider of automotive diagnostic platform

Target Business DescriptionDeal TypeDeal Date Company Name InvestorDeal Size

($mm)

EV

Largest Deals (Completed)



Leading M&A Deals

Deal Deal Synopsis Driver

Plaid was acquired by Visa (NYS: V) for $5.3 billion on January 17, 2020. The purchase price is roughly double Plaid’s previous valuation of $2.7 billion after its 2018 Series C investment of $250 million. The deal will help expand Visa’s total addressable market and relationships with fintech companies, as well as boost Plaid’s growth.

Growth & Fintech

Veeam, a leader in Backup solutions that deliver Cloud Data Management™, was acquired by Insight Partners through an estimated $5 billion LBO on February 28, 2020. Under the ownership of Insight Partners, Veeam will become a U.S. company, with a U.S.-based leadership team, while continuing its global expansion from offices in 30 countries and with customers in over 160 countries.

Global Expansion

StubHub, a trusted ticket marketplace and a subsidiary of eBay (NASDAQ: EBAY), was acquired by Viagogo for $4.05 billion on February 13, 2020. Combined, these complementary marketplaces will sell hundreds of thousands of tickets daily across more than 70 countries, giving fans seamless access to a wider selection of inventory around the world, while sellers, teams, and artists will have the ability to more effectively reach a broader global audience.

Synergy Opportunity

Looker, a privately held big-data analytics firm, was acquired by Alphabet (NAS: GOOGL) for $2.6 billion on February 13, 2020. The deal aims to build upon the success of Google Cloud’s BigQuery, a tool for managing large data sets.

Cloud Strategy & Data

Analytics



Public Comps$MM Ticker Stock Price

Market

CapTotal Debt

Enterprise

Value (EV)EV/Revenue EV/EBITDA Revenue Growth Gross Margin EBITDA Margin

Company 18A 19A 20E 18A 19A 20E 18A 19A 20E 18A 19A 20E 18A 19A 20E

Oracle NYS: ORCL 48.3 169941.2 51669.0 194788.2 4.3x 4.9x 4.9x 10.4x 11.8x 10.3x 2% 0% 1% 79% 80% 80% 41% 42% 42%

Helmerich & Payne NYS:HP 15.7 4926.7 479.4 5005.2 2.2x 1.8x 2.1x 8.8x 9.5x 8.1x 38% 13% 0% 10% 15% 15% 25% 19% 21%

SAP ETR: SAP 113.4 165576.1 17987.1 177234.9 4.4x 5.8x 5.4x 16.3x 24.3x 15.5x 3% 12% 12% 70% 70% 70% 27% 24% 23%

Cognizant Technology Solutions NAS: CTSH 46.5 33960.0 1676.0 32559.0 2.1x 2.0x 1.9x 10.7x 10.5x 9.7x 10% 5% 4% 39% 37% 37% 19% 19% 17%

Baidu NAS: BIDU 100.8 43797.4 10558.6 37006.8 3.3x 2.4x 2.2x 7.4x 14.9x 12.6x 24% 7% 5% 52% 40% 41% 45% -7% 17%

Mean 3.2x 3.4x 3.3x 10.7x 14.2x 11.2x 15% 7% 4% 50% 48% 49% 31% 19% 24%

Median 3.3x 2.4x 2.2x 10.4x 11.8x 10.3x 10% 7% 4% 52% 40% 41% 27% 19% 21%

$MM Ticker Stock PriceMarket

CapTotal Debt

Enterprise



Square NYS: SQ 52.4 26880.9 1061.1 26111.7 7.6x 6.0x 9.3x 415.3x 194.5x 49.3x 45% 45% 43% 39% 40% 40% 2% 3% 12%

Intuit NAS: INTU 230.0 68182.1 775.0 12446.0 8.2x 9.6x 8.8x 27.8x 31.5x 23.9x 15% 13% 13% 83% 83% 82% 30% 30% 30%

PayPal Holdings NAS: PYPL 95.7 127012.4 4964.0 121514.4 6.1x 7.1x 5.9x 27.4x 33.4x 21.7x 21% 14% 15% 50% 45% 45% 22% 21% 22%

Visa NYS:V 161.1 417582.3 16729.0 427699.3 15.0x 18.6x 16.8x 22.1x 26.6x 23.9x 12% 11% 11% 81% 82% 82% 68% 70% 70%

Thomson Reuters (Canada) TSE: TRI 67.6 35552.5 3229.0 37579.5 4.5x 6.4x 6.0x 16.7x 21.2x 19.2x -20% 9% 7% 32% N/A 32% 28% 30% 31%

Mean 8.3x 9.6x 9.4x 101.9x 61.4x 27.6x 15% 18% 18% 57% 62% 56% 30% 31% 33%

Median 7.6x 7.1x 8.8x 27.4x 31.5x 23.9x 15% 13% 13% 50% 64% 45% 28% 30% 30%


CapTotal Debt

Enterprise



Twitter NYS: TWTR 24.6 24882.2 2545.1 21611.0 6.5x 6.4x 5.5x 24.3x 24.4x 15.7x 18% 17% 14% 68% 68% 67% 26% 26% 24%

Netflix NAS: NFLX 375.5 141805.0 12425.7 149795.7 8.2x 7.9x 6.1x 13.6x 13.4x 34.0x 37% 27% 29% 35% 38% 38% 60% 59% 60%

Facebook NAS: FB 166.8 585321.0 9132.0 542184.0 6.5x 8.1x 6.3x 11.9x 19.2x 12.3x 42% 28% 27% 84% 82% 82% 54% 42% 42%

Snap NYS: SNAP 11.9 22861.5 1214.9 21815.7 5.3x 14.1x 9.3x N/A N/A 230.4x 53% 43% 46% 28% 45% 49% -125% -59% -51%

The Walt Disney Company NYS:DIS 96.6 260680.9 46986.0 316223.9 3.1x 4.5x 3.9x 10.1x 16.6x 17.6x 8% 17% 27% 45% 40% 39% 31% 27% 25%

Mean 5.9x 8.2x 6.2x 15.0x 18.4x 62.0x 31% 27% 28% 52% 54% 55% 9% 19% 20%

Median 6.5x 7.9x 6.1x 12.8x 17.9x 17.6x 37% 27% 27% 45% 45% 49% 31% 27% 25%


CapTotal Debt

Enterprise



Fortinet NAS: FTNT 101.2 18259.6 0.0 16319.3 6.1x 8.0x 6.6x 43.6x 45.0x 23.4x 19% 20% 20% 75% 76% 77% 14% 18% 18%

Cisco Systems NAS: CSCO 39.3 203458.9 18497.0 193920.9 3.5x 3.7x 3.8x 11.4x 12.3x 10.5x 5% 3% 1% 62% 63% 64% 31% 30% 31%

Splunk NAS: SPLK 126.2 23359.5 1940.9 23478.6 9.0x 10.7x 8.1x 113.5x 61.5x 49.3x 43% 33% 31% 80% 82% 82% -12% -9% -9%

Microsoft NAS: MSFT 157.7 1203062.6 76154.0 1142580.6 6.3x 8.8x 8.1x 13.9x 18.8x 18.4x 16% 13% 13% 65% 67% 68% 45% 47% 48%

International Business Machines NYS:IBM 110.9 118710.8 71494.0 179523.8 1.7x 2.3x 2.3x 8.3x 10.6x 9.8x 3% -4% -3% 46% 47% 47% 21% 22% 22%

Mean 5.3x 6.7x 5.8x 38.1x 29.7x 22.3x 17% 13% 12% 66% 67% 67% 20% 22% 22%

Median 6.1x 8.0x 6.6x 13.9x 18.8x 18.4x 16% 13% 13% 65% 67% 68% 21% 22% 22%

Fin

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Our Service Offerings

Sell-Side Advisory: Sell your business

Sell your business for the highest price and for the best terms. At R.L Hulett,communicating the value of your business to targeted buyers and finding the best fit foryour team is our forte. We strive to maintain your company’s culture and heritage evenas you transition out of your business.

Buy-Side Advisory: Buy a business

Searching for acquisition targets can be a challenging and time-consuming task whentrying to run your own business at the same time. Navigating the risks and pitfalls innegotiating valuation and deal structure can also be a daunting task for many businessowners. Let our team help you minimize your risk and reduce time wasting efforts withour decades of experience in advising in both buy and sell-side M&A transactions. Weutilize industry-leading M&A databases to scout for opportunities and pre-screen for“real” actionable targets so you can stay focused on what matters.

Capital Raise: Gain financial support

With nearly 40 years of experience in middle-market M&A advisory, we know how topackage up your deal and put you in front of the right kind of investors who have thecapital and the industry expertise you need to grow your business. Our team willdevelop a go-to-market strategy and advise on deal structure, valuation, due diligenceand transition issues. Whether you are seeking capital for growth or trying to buy outother shareholders, we have the tools, expertise, and experience to execute a strategicprocess and find the optimal outcome to meet your objectives.

Restructuring: reorganization of your business

In today’s uncertain economic times, more and more companies are finding themselvesin unfamiliar, and unwanted, positions. Many business owners are hoping recovery isjust around the corner; however, proactive measures are often required to maximizethe remaining value of the business. Our team can aid banking institutions with workoutsituations by implementing internal controls over cash management and performing on-going cash flow modeling for their clients. We can also help business owners avoidhaving trouble making payments on their debts and avoid the cumbersome and low-value asset liquidation process.



Over nearly 40 years, R.L. Hulett & Company has completed hundreds of transactions in a wide variety of industries.Below are some our representative transactions in the Software and Tech-Enabled Services Sector. Please note that thislist is not comprehensive. It is common for sellers and/or buyers to request confidentiality regarding their transactions,and R.L. Hulett & Company respects such requests as a matter of policy.

Transaction Experience



Our M&A Deal Leaders

Mr. Hulett founded the firm in 1981 and has negotiated and completed more than 200transactions throughout his career. He began his career as a Certified Public Accountant andpracticed with Peat, Marwick, Mitchell & Co. in St. Louis as an Audit Manager and in New Yorkas the Director of Training for Private Business. Mr. Hulett has also served as Chief Executive &Board Member for various middle market companies. As an educator, he was an adjunctprofessor at New York University and a tenured faculty member at Lindenwood University in St.Louis. He conducted training sessions for middle market CPA firms throughout the country formore than ten years. Mr. Hulett earned his BS/BA Cum Laude in Accounting from the Universityof Missouri-Columbia, and an MBA from Lindenwood University.

Robert L. HulettChairman & Managing

Director(314) 721-0607 x103

[email protected]

R. Trevor Hulett, CPAManaging Director

(314) 721-0607 [email protected]

Mr. Hulett has led M&A transactions in a variety of industries includingmanufacturing/industrial, software development/IT, business services and value-addeddistribution for over 15 years. Prior to joining the firm, he held senior level accounting andfinancial management positions in both public accounting and large corporations. Mr. Hulettbegan his career as a Certified Public Accountant with MPP&W, a St. Louis-based publicaccounting firm specializing in middle market companies. He then held various managementpositions in internal audit and corporate accounting with a Fortune 1000 industrialmanufacturing company and also spent nine years with Enterprise Rent-A-Car Company as adepartment manager in the Corporate Accounting group. Mr. Hulett holds his Series 62, 63 and79 securities registration. Mr. Hulett earned a Bachelor’s Degree in Accounting from theUniversity of Missouri, Columbia.

Mr. Vass has over 30 years of business management experience including more than 10 yearsas President of a highly successful consumer products manufacturing company with revenuesexceeding $25 million. During this time, he not only reversed a declining sales and earningstrend, but increased both sales and operating income over 100%. In addition, he has spent over20 years at the executive level of Vice President of Sales and Business Development. Mr.Vass also has experience in a number of other industry niches including: consumer products,commercial furniture and fixtures and metal recycling. He holds a Bachelor’s Degree inEconomics from DePauw University and an MBA from the University of Michigan.

David T. VassDirector

(314) 721-0607 [email protected]



About R.L. Hulett & Company

R.L. Hulett & Company is a middle-market investment bank based in St. Louis, Missouri providing financial advisory and M&Aadvisory services to middle market companies. Since its founding in 1981, the firm has advised in over 230 transactions in avariety of industries including manufacturing, distribution, business services, food & beverage, transportation & logistics,health care and tech-enabled services. The firm has an experienced team of M&A advisors consisting of former businessowners, seasoned corporate executives, professional service firm partners, CPAs and MBAs. Our ability to deliver customizedsolutions to meet or exceed our clients’ expectations is what sets us apart from our competitors.

Industry Sectors Covered:

Disclaimer

The data in this document has been derived from PitchBook Data and has been compiled by R.L. Hulett & Company. Thisdocument is strictly for illustrative purposes only. The data presented in this document is not comprehensive and should notbe used for benchmarking, valuation, or for any other decision making. R.L. Hulett & Company accepts no responsibility forloss or damage caused by dependence on the information in this document.

Industrial Transportation and Logistics Food & Beverage

Business Services Software/Tech-enabled Services Healthcare

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