M&a IT Service Sectors

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REDWOOD CAPITAL: SECTOR OVERVIEW

July 2012

IT Services: The Evolving Cloud Service Providers

M&A in the Cloud and IT Services Sectors


The Evolving Cloud Service Providers
INSIDE THIS ISSUE
1.
2.
3.
4.
5.

Introduction
Subsector Consolidation
Valuation Metrics
M&A Activity by Sector
Acquirer landscape

1
2
4
8
29

Managed Hosting
Data Center
Telecom Service Providers
Systems Integrators
New Voice Services
Large IT Equipment Players
IT Distributors

Contact:
Russell Crafton, Partner
[email protected]
212.508.7110

INTRODUCTION

Page

This report focuses on the emerging area of managed and hosted


services for small and mid-sized businesses. In particular, the report
looks at the consolidation activity currently taking place and the
acquisition strategies being pursued by larger players in the telecom,
IT services, hosting and data center businesses as these players look
to evolve and migrate their businesses to become the leading cloud
service providers of the future.

OVERVIEW
The IT services sector is an extremely large and diverse industry.
There are literally hundreds of players with half a billion dollars or
more in revenue providing some mix of connectivity, systems integration, hosting, managed services or product sales to small and midsize businesses. As the IT services space evolves and SMB customers continue migrating to managed services and cloud offerings, this
shift presents a significant opportunity for established players who
can develop the right models and leverage their existing relationships
to capture a greater share of their customers IT wallet while establishing high margin, contractually recurring revenue streams.
Not surprisingly, many large players are using M&A to aggressively
expand their businesses. Telecom players are acquiring data center
players; data center players are acquiring hosting providers; and
hosting providers are acquiring each other to broaden their solutions.
And so as not to be left behind, integrators are acquiring managed
service providers to try and move to recurring revenue models. Even
large IT players like Best Buy and Dell have made acquisitions in the
managed services space. And of course, private equity players are
always there, buying or selling wherever the opportunity seems right.
So how can a smaller, emerging players make sense of this landscape
and understand the trends impacting their decision around when and
to whom to sell. This report looks at M&A activity across a broad
range of subsectors comprising cloud and IT services for small and

mid-size businesses. In doing so, we identify some of the key trends


shaping consolidation activity.
Section 2 graphically takes a quick look at some of the consolidation
activity for a few large players to highlight some of the key acquisition trends taking place. Section 3 focuses on the key valuation metrics and how they vary across sectors and business models. Section 4
looks at acquisitions within each category of acquirer to see where
there are acquisition strategies that cross business lines. Of course
telecom players acquire telecom players and data center players acquire each other. But are the they acquiring MSPs or integrators?
Are distributors like Arrow moving upstream through acquisition?
These are the key acquisition trends this report aims to identify as
well as to understand whether an unusual deal (like Best Buys acquisition of MSP Mindshift) is really reflective of a trend or simply a
one-off deal that may not likely be repeated. Finally, Section 5 profiles many of the most active acquirers in seven different subsectors,
shown in the index at the left. For each, weve identified some of
their recent acquisitions, relevant business activity, and speculated on
what types of acquisitions they may make next.
Because this report covers a rather wide swath, weve not attempted
to included every transaction or every player, but rather identify some
of the highlights that we think are important to understand, and which
are reflective of trends that will have a meaningful impact on the
evolution of the competitive landscape over the next several years.

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1
Redwood Capital: 885 Third Avenue, 25th Floor New York, NY 10022

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

SUBSECTOR CONSOLIDATION
Consolidation in the IT Services space is beginning to cross sub-sectors, with many
players beginning to use M&A to expand their solution sets and move into higher
margin offerings. For example, whereas the data center space has been actively
consolidating for the past decade, telecom players have now moved in, as evidenced by CenturyLinks acquisition of Savvis and Verizons acquisition of Terremark. Many industry watchers have long expected that the data center business,
being a heavy facilities-based business, to eventually find its way into the telecom
umbrella.
2002

2003

2004

2005

2006

2007

2008

2009

While other sectors in the cloud services market may be at a somewhat earlier stage
regarding consolidation, we expect that this too may likely change. The managed
services and hosting areas are two spaces we think are very likely to see increased
M&A interest. BestBuys recent acquisition of IT managed services player Mindshift is one example, we think, of how larger IT equipment vendors selling into the
SMB customer base will look to acquire services offerings as well to grow their
share of wallet and maintain a strong presence and control of the customer.
2010

2011

2012

Hosted Solutions
QCom Corp

Xeta
Cavalier Telephone
McLeod

CloudSwitch
DS3 DataVaulting
Accris
DataReturn
MCI

Qwest

Wam!Net
Cable & Wireless America
Embarq

Napster
DealTree
Dynamic Digital
Union Square Tech
Invision.com
Collaboration Online

www.redcapgroup.com

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

SUBSECTOR CONSOLIDATION (CONTINUED)


Other moves that we think may be reflective of things to come include Arrow, a
large distributor that has recently made moves upstream with its acquisitions of
telephony integrators Shared Technologies and Cross Telecom. Many distributors
have pondered moving into the integration space for some time, and the competitive implications with their channel, but few have made any significant acquisitions
(with CDWs acquisition of Berbee a few years ago being a key exception). We do
think the distributors are extremely well positioned to sell into the SMB space and
2002

2003

2004

2005

2006

2007

2008

2009

may look at other businesses, such as hosting, that they can push through their extensive channel networks to easily reach a major share of the SMB market.
Finally, there are many players, such as J2 Global, that will continue to purse a
strategy of remaining focused on their core business, in J2s case, the offering of
SaaS applications for SMBs in UC and related applications. Perhaps J2 could eventually be the right add-on for an Arrow or Avnet that wants to have a set of hosted
apps to sell through its reseller network.
2010

2011

2012

ICC

NetASPx
Abanza & Jupiter
WayThere
RoadRunner

Zintel
Lanslide Tech
Offsite Backup
Protus IP
Venali
FuseMail

Cross Telecom
Shared Technology
Nu Horizon
Richardson RFPD

www.redcapgroup.com

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

VALUATION METRICS
Shown below, and on the next several pages, are a variety of metrics providing
trading valuations for public IT services players. While the markets have improved
significantly over this time, although lots of ups and downs, some areas of IT have
done very well while others have significantly lagged.

their businesses to more of a recurring revenue model. For integrators, this involves several strategies including the migration to managed services business
models and the introduction of complementary lines of business such as cloud infrastructure services where revenue is on a contractually recurring basis. These are
core trends playing out across the IT services landscape where nearly every reseller
As shown in blue in the bar chart below, data center and managed hosting players and integrator are introducing managed services models.
all trade at very strong EBITDA multiples, in large part due to the significant
growth these players have demonstrated. Not surprisingly, growth is what the mar- For distributors and consultants, their future strategies pose much greater challengket focuses on the mostas indicated by the relatively good degree of correlation es as it requires more of a fundamental shift in their businesses. The distribution
in the scatter plot and regression line shown at the lower right.
business in particular has always operated on very tight margins (hence the 0.1x
revenue multiple below) and consulting business face the challenge of lots of oneGiven the significantly higher valuations for recurring revenue businesses, many time project oriented work. While both consulting and distribution are important
players in more traditional spaces such as system integration and distribution functions that will always remain, they do not present the same high growth as oth(which trade at 4.8x and 4.2x EBTIDA respectively) are actively trying to migrate er spaces and thus suffer on the valuation front.

2012 EBITDA and Revenue Multiples

2012 EBITDA / 2012 EBITDA Growth Rate


25.0x

16.0x
13.9x

12.0x

10.9x

10.0x
8.0x

9.2x

8.6x

8.1x

7.3x
5.9x

6.0x

4.2x

4.0x

3.1x

4.8x

3.4x
2.4x

2.0x

0.1x
Dat a Cent er

M anaged
Hosting

Web
Hosting

CLECs

20.0x

15.0x

10.0x

5.0x

1.4x

1.2x

0.0x

2012E TEV / EBITDA Multiple

14.0x

0.4x

New Voice Distribut ors Int egrat ors Consult ant s


Services

0.0x
0%

10%

20%

30%

40%

50%

2011-2012E EBITDA Grow th Rate


EBITDA

Revenue

Sources: Capital IQ, Venturewire, Redwood Capital

www.redcapgroup.com

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

Publicly Traded IT Services Companies


Financial and Operating Data

$ millions
Company Name

Stock
Price

52 Week
High

Market
Cap

TEV

Research Projections

CY 2010A
Revenue
EBITDA

CY 2011A
Revenue
EBITDA

CY 2012E
Revenue
EBITDA

Trading Multiples

Growth '11-'12
Revenue
EBITDA

TEV / Revenue
CY 2011A
CY 2012E

TEV / EBITDA
CY 2011A
CY 2012E

Data Center
Equinix

$171.9

$178.4

$8,265

$10,500

$1,220.3

$476.8

$1,606.8

$666.2

$1,901.2

$876.9

18%

32%

6.5x

5.5x

15.8x

12.0x

Digital Realty Trust

74.7

76.0

8,234

12,117

870.7

503.2

1,067.7

606.7

1,178.6

725.3

10%

20%

11.3x

10.3x

20.0x

16.7x

Telecity Group

12.7

12.9

2,530

2,788

318.0

135.1

388.3

171.9

466.3

213.7

20%

24%

7.2x

6.0x

16.2x

13.0x

Median

18%

24%

7.2x

6.0x

16.2x

13.0x

Mean

16%

25%

8.4x

7.3x

17.3x

13.9x

Managed Hosting
Rackspace

$44.7

$60.6

$6,038

$5,995

$780.6

$217.6

$1,025.1

$292.7

$1,322.9

$454.4

29%

55%

5.8x

4.5x

20.5x

13.2x

Internap

6.7

8.0

340

416

244.2

34.6

244.6

39.4

276.4

52.5

13%

33%

1.7x

1.5x

10.6x

7.9x

j2 Global

25.6

32.7

1,186

1,021

255.4

118.4

330.2

155.7

354.4

184.0

7%

18%

3.1x

2.9x

6.6x

5.5x

2.2

2.4

221

218

37.7

8.5

50.4

16.1

60.6

21.7

20%

35%

4.3x

3.6x

13.5x

10.0x

Median

17%

34%

3.7x

3.2x

12.1x

9.0x

Mean

17%

35%

3.7x

3.1x

12.8x

9.2x

134%

741%

7.9x

3.4x

91.5x

10.9x

iomart Group

Web Hosting
Web.com
Tucows

$18.8

$19.1

$878

$1,575

$120.3

$6.5

$199.2

$17.2

1.1

1.7

51

49

84.6

4.5

97.1

5.7

$467.1
-

$144.7
-

0.5x

8.6x

Median

134%

741%

4.2x

3.4x

50.1x

10.9x

Mean

134%

741%

4.2x

3.4x

50.1x

10.9x

CLECs
Windstream
Frontier
CenturyLink
Cincinnati Bell
TDS

$9.9

$13.4

$5,807

$14,712

$3,710.7

$1,812.2

$4,285.7

$1,886.6

$6,246.7

$2,437.1

46%

29%

3.4x

2.4x

7.8x

6.0x

3.9

8.2

3,874

11,810

3,797.7

1,802.9

5,243.0

2,461.6

4,946.7

2,363.5

(6%)

(4%)

2.3x

2.4x

4.8x

5.0x

38.9

41.3

24,141

45,478

7,042.0

3,639.0

15,351.0

6,518.0

18,272.7

7,501.2

19%

15%

3.0x

2.5x

7.0x

6.1x

3.6

4.2

708

3,362

1,377.0

501.6

1,462.4

522.0

1,483.3

529.0

1%

1%

2.3x

2.3x

6.4x

6.4x

21.1

32.0

2,289

3,610

4,986.8

1,063.5

5,180.5

1,127.5

5,211.7

1,153.6

1%

2%

0.7x

0.7x

3.2x

3.1x

Median

10%

8%

2.6x

2.4x

6.7x

6.0x

Mean

15%

10%

2.7x

2.4x

6.5x

5.9x

Sources: First Call mean estimates for projections; Capital IQ historical financial and operating data. Price Close 06/20/2012.
1) 1 GBP = 1.56 USD

Sources: Capital IQ, Venturewire, Redwood Capital

www.redcapgroup.com

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

Publicly Traded IT Services Companies (continued)


Financial and Operating Data

$ millions
Company Name

Stock
Price

52 Week
High

Market
Cap

TEV

Research Projections

CY 2010A
Revenue
EBITDA

CY 2011A
Revenue
EBITDA

CY 2012E
Revenue
EBITDA

Trading Multiples

Growth '11-'12
Revenue
EBITDA

TEV / Revenue
CY 2011A
CY 2012E

TEV / EBITDA
CY 2011A
CY 2012E

New Voice Services


cBeyond

$6.0

$13.8

$182

$184

$452.0

$59.1

$485.4

$69.3

$489.6

$88.3

1%

27%

0.4x

0.4x

2.7x

Vonage

2.0

4.8

444

469

885.0

148.1

870.3

153.4

847.5

123.0

(3%)

(20%)

0.5x

0.6x

3.1x

2.1x
3.8x

8x8

4.3

5.4

306

282

67.8

6.3

79.8

9.0

103.2

14.2

29%

58%

3.5x

2.7x

31.3x

19.9x

Median

1%

27%

0.5x

0.6x

3.1x

3.8x

Mean

9%

22%

1.5x

1.2x

12.3x

8.6x

Distributors
Arrow

$35.0

$43.4

$3,916

$5,462

$18,744.7

$861.6

$21,390.3

$1,056.0

$21,173.6

$992.7

(1%)

(6%)

0.3x

0.3x

5.2x

5.5x

Ingram Micro

17.6

19.8

2,675

2,024

34,589.0

547.1

36,328.7

521.1

36,723.0

573.1

1%

10%

0.1x

0.1x

3.9x

3.5x

Tech Data

47.9

59.3

1,908

1,580

24,376.0

381.3

26,488.1

413.5

26,102.1

434.6

(1%)

5%

0.1x

0.1x

3.8x

3.6x

Median

(1%)

5%

0.1x

0.1x

3.9x

3.6x

Mean

(0%)

3%

0.1x

0.1x

4.3x

4.2x

Integrators
BlackBox
Insight Enterprises

$27.2

$32.8

$477

$636

$1,054.1

$114.1

$1,086.6

$113.2

$1,087.7

$99.3

0%

(12%)

0.6x

0.6x

5.6x

6.4x

15.4

23.1

685

693

4,809.9

165.0

5,287.2

193.0

5,508.5

215.1

4%

11%

0.1x

0.1x

3.6x

3.2x

Median

2%

(0%)

0.4x

0.4x

4.6x

4.8x

Mean

2%

(0%)

0.4x

0.4x

4.6x

4.8x
10.3x

Consultants
Cognizant

$60.4

$78.0

$18,376

$15,885

$4,592.4

$972.0

$6,121.2

$1,260.6

$7,550.8

$1,537.4

23%

22%

2.6x

2.1x

12.6x

Accenture

59.6

65.9

38,403

33,362

22,213.7

3,481.5

26,535.9

4,227.1

28,574.7

4,570.4

8%

8%

1.3x

1.2x

7.9x

7.3x

7.1

8.0

17,462

16,245

5,605.5

1,207.0

6,716.1

1,295.2

7,908.5

1,549.0

18%

20%

2.4x

2.1x

12.5x

10.5x

36.0

51.7

5,526

5,002

11,351.6

943.7

12,651.6

1,148.6

13,029.1

Wipro
Cap Gemini

Sources: First Call mean estimates for projections; Capital IQ historical financial and operating data. Price Close 06/20/2012.
1) 1 GBP = 1.56 USD

3%

6%

0.4x

0.4x

4.4x

4.1x

Median

1,212.3

13%

14%

1.8x

1.6x

10.2x

8.8x

Mean

13%

14%

1.7x

1.4x

9.3x

8.1x

Sources: Capital IQ, Venturewire, Redwood Capital

www.redcapgroup.com

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

Public Stock Trends


While the last two years have certainly been a bit choppy for public equities, IT
services businesses with recurring revenue streams have significantly outperformed
all other sectors. While our universes are small enough that they may be subject to
individual company performance, nevertheless, the adoption of hosted offerings and
the general uptake in data center resources has provided a solid base upon which to
grow. Surprisingly, many other sub-sectors, such as integrators (BlackBox, Insight
Enterprises) and New Voice Services (8x8, cBeyond) have not faired nearly as well.
The slow economic rebound has certainly provided a difficult climate in which to
sell new IT upgrades. Going forward, we think that recurring revenue businesses
should continue to perform extremely well, regardless of the broader markets per-

formance or the economic recovery. These businesses are benefiting from the outsourcing of IT and reduction of the overall IT budget that many enterprises are increasingly focused on during challenging economic times.
Regarding private companies, the valuation trends are consistent, with recurring
revenue businesses in the hosting, managed services and cloud infrastructure areas
commanding significant premiums. Also important to note in the private market is
that for the few players of scale, the premium over smaller competitors is quite significant. We believe that this is due to the significant scarcity value of private players of scale relative to the number of larger players looking to make acquisitions.

350%
300%
250%
200%
150%
100%
50%
0%
-50%

Ju
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10
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01
0
Au
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10
Se
p20
10
O
ct
-2
01
0
N
ov
-2
01
0
D
ec
-2
01
0
Fe
b20
11
M
ar
-2
01
1
Ap
r20
11
M
ay
-2
01
1
Ju
n20
11
Ju
l-2
01
1
Au
g20
11
Se
p20
11
O
ct
-2
01
1
N
ov
-2
01
1
D
ec
-2
01
1
Ja
n20
12
Fe
b20
12
M
ar
-2
01
2
M
ay
-2
01
2
Ju
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12

-100%

Data Center

www.redcapgroup.com

Managed Hosting

Web Hosting

CLECs

New Voice Services

Distributors

Integrators

Consultants

Sources: Capital IQ, Venturewire, Redwood Capital

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

ACQUISITION ACTIVITY BY HOSTING PROVIDERS


The hosting area has been one of the most active sectors from an M&A standpoint.
While the capital and scale requirements make the data center and telecom markets
less viable for start-ups, hosting is a much easier and less capital intensive space in
which to launch a new business. Not surprisingly, the list of small hosting start-ups
is lengthy and the recent consolidation activity rather high.

communications and collaboration solutions. J2 focused on smaller acquisitions to


acquire customer bases that it can migrate to its platforms, or to add niche technologies. They have successfully expanded into seven key product areas and are likely
considering other spaces as well as geographic expansion as they look to increase
they presence in Europe and Asia.

Hosting Players to Remain Focused On Hosting: Our expectation for M&A


among the larger managed hosting players is that they will remain highly focused
on acquiring smaller players within their space, either to acquire customer bases or
for specialized technologies. We dont expect to see hosting companies acquiring
data center players, integrators, or even managed service providers. We believe
that managing hosting providers will entirely focus their acquisitions on acquiring
either smaller hosting players or on niche technology acquisitions to improve the
platforms they use to offer solutions or allow customers and channel partners to
manage and deploy their offerings.

Private Equity To Remain Very Active In Hosting: Private equity buyers have
also been active in the hosting area to secure platforms for growth, perhaps most
significant was Silver Lakes acquisition of GoDaddy. Other private equity deals
include Microsoft Exchange hosting player Intermedia which was acquired by Oak
Hill. In all cases, we believe these deals are simply platform acquisitions which
the financial owners intend to build up through complementary acquisitions. For
example, in parallel with its acquisition of Intermedia, a hosted MSFT exchange
player, buyout group Oak Hill also acquired Zlago to help enhance their cloud service capabilities. Oak Hill also brought in previous Savvis CEO Phil Koen, with
the intention of using Intermedia as a platform for expansion. We expect these new
J2 Highly Acquisitive: One highly active player is J2 Global which has completed private equity backed managed hosting companies to become more aggressive in
over dozen acquisitions during the past several years to expand its offerings of M&A to expand their offerings.

Selected M&A 2009 - Present


Transaction
Date

Target

Buyer

12/16/2010

Cloudkick

Rackspace

04/27/2011

Switch Media

iomart Group

02/16/2012

Young CS Technologies

Rackspace

06/17/2010

Register.com

Web.com

10/10/2011

NeoSpire

Hosting.com

www.redcapgroup.com

Transaction

Rev

EBITDA

Target

Value

Mult.

Mult.

Space

2.1

Cloud IT
15.7x

Online platform for cloud server management

Consultants

Digital, creative and marketing, and technical services

Consultants

SharePoint consulting services

135.1

Distributors

Domain name registration, domain name transfer, domain


name renewal

1.0x

Business Description

Hosting

Multi-platform server management, dedicated server


hosting; application hosting

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

Selected M&A 2009 - Present


Transaction
Date

Target

Buyer

06/14/2011

Zlago

Intermedia.net

01/03/2012

Voxel dot Net

Internap Network

11/24/2011

EQSN

11/01/2010

Transaction

Rev

EBITDA

Target

Value

Mult.

Mult.

Space

Business Description

Hosting

Hosted desktop, hosted exchange, hosted PBX/VOIP,


software on demand, etc

33.3

Hosting

Hosting solutions, cloud computing services, hosting


infrastructure

iomart Group

3.8

Hosting

Commercial IT hosting solutions to companies

Titan Internet

iomart Group

7.6

Hosting

Webhosting services for data centers in the United Kingdom

10/26/2011

C3 Computers Limited,
Online Backup Business

j2 Global

Hosting

Virtual dedicated server hosting and secure online backup


services

02/01/2010

Comodo Communications

j2 Global

5.9

Hosting

Trust and assurance services for the Internet

07/11/2011

DataHaven

j2 Global

Hosting

Online backup technology solutions for small, medium, and


large businesses

05/05/2010

FuseMail

j2 Global

6.6

Hosting

Outsourced email hosting services to businesses and


resellers

10/21/2010

keepITsafe Data Solutions j2 Global

Hosting

Online backup services

02/06/2012

Landslide Technologies

j2 Global

Hosting

CRM solution includes contact and account management,


opportunity management, collaboration

04/01/2010

mBox

j2 Global

Hosting

Strategic marketing, branding, and media agency

01/23/2012

Offsite Backup Solutions

j2 Global

Hosting

Online backup services for small businesses.

www.redcapgroup.com

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

Selected M&A 2009 - Present


Transaction

Transaction

Rev

EBITDA

Target

Value

Mult.

Mult.

Space

Date

Target

Buyer

09/08/2010

Venali

j2 Global

02/10/2011

Anso Labs

Rackspace

08/02/2011

EPAG Domainservices

Tucows

03/02/2010

Innuity, Inc., Web Hosting Web.com


Business

08/03/2011

Network Solutions

Web.com

793.7

07/11/2011

Buzz Networks Limited,


Virtual PBX Business

j2 Global

07/26/2010

Alban Telecom

j2 Global

2.8

Telecom

Non-geographic numbers mobiles and accessories, call


plans, and outbound call select services

02/01/2010

Realty Telecom

j2 Global

Telecom

Realty Telecom Ltd. offers telecommunication services

02/16/2012

Zimo Communications

j2 Global

Telecom

Non-geographic numbers and online call management tools

03/01/2012

Zintel Communications

j2 Global

12.9

Telecom

Provides telecommunication services and solutions for


businesses

www.redcapgroup.com

17.0

1.7x

Business Description

Hosting

Internet fax services to various corporations.

Hosting

Software and services for private cloud computing


infrastructure

2.1

Hosting

Domain registration services for resellers and corporate


clients

1.4

Hosting

Design, acquisition, and integration of applications to


deliver solutions for small business

Hosting

Web-related services, including domain name registration


services, Web site hosting, Web site design, e-mail, SSL
certificates
Telemarketing
services, such as call recording,

8.8x

New Voice
Services

intelligent/call routing, and numbering services

10

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

DEAL PROFILESHOSTING
Weve profiled two deals below that we think are interesting moves indicative of bought relatively small, solution specific players in an effort to expand their offerwhat we can expect to see from the larger managed hosting players in the future. ings into new markets.
First is the acquisition of SharePoint911 by Rackspace which focused on SharePoint managed infrastructure. Second is the expansion by J2 into the CRM space
with its acquisition of Landslide Technologies. In both cases, these larger players

Young CS Technologies / Rackspace Hosting:

Landslide Technologies / j2 Global:

Target: Young CS Technologies-SharePoint911

Target: Landslide Technologies

Acquirer: Rackspace Hosting

Acquirer: j2 Global

Date: February 2012

Date: February 2012

Description: "For several years, Rackspace has focused on


providing managed SharePoint infrastructure," says John
Engates, chief technology officer at Rackspace. "We are
thrilled to have the world-class expertise of SharePoint911
on our team to give us greater application delivery service
capabilities. SharePoint911 will add the talent and expertise
to our teams to make SharePoint deployments easier for our
customers while increasing their scalability and performance through better integration of the workload and infrastructure."

Description: "The Landslide acquisition reflects continued


execution of our plan to expand our array of cloud-based services for business," said Hemi Zucker, CEO of j2 Global.
"Landslide brings us a proven CRM platform for small to midsized businesses and an established customer base. It also provides us an additional value-added service to sell through our
existing sales channels and into our existing base of more than
2 million paid cloud service subscribers."

Source: Rackspace press release, Rackspace Acquires SharePoint911, Feb 16, 2012.

www.redcapgroup.com

Source: j2 Global press release, j2 Global Acquires Cloud-Based


CRM Provider.

11

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

ACQUISITIONS BY DATA CENTER PROVIDERS


The data center space has continued to see the consolidation trend play out with
larger players continuing to expand their core businesses along with the move by
telecom providers to make major acquisitions in the space. There has also been
some continued activity by private equity players, although this has slowed as the
market is maturing and many private equity players tend to be more in the exiting
than acquiring phase.

A Look to Higher Margin Offerings: While most data center players have so far
remained focused on consolidating within the data center space and tried to capture
the significant organic growth opportunities, as the market matures we expect to see
larger data center players move further in to managed hosting and cloud infrastructure areas. Currently, there are numerous start-ups leveraging proprietary IP to
offer new IaaS services including dedicated and metered server capacity, cloud
computing, and even hosted desktop and webtop solutions. These, along with manTelecom Players Moving In: Perhaps in the final phase of the consolidation, tele- aged hosting of certain enterprise applications, may serve as complementary, higher
com players have acquired data center players themselves, most notably Centu- margin solutions that could allow data center players to continue to growth their
ryLinks $3.1 billion acquisition of Savvis and Verizons $1.9 billion acquisition of businesses and take a greater wallet share of customer IT needs.
Terremark. Eventually we expect that a significant share the data center market
will be owned by telecom providers and expect to see other large transactions in the
near futre.

Selected M&A 2009 - Present


Transaction
Date

Target

Buyer

02/14/2011

Alog

Equinix

08/02/2010

Internet Facilitators
Limited

09/23/2011

Transaction
Value

Rev
Mult.

EBITDA
Mult.

Target
Space

Business Description

127.0

Data Center

Collocation (Carrier Nuetral) / Managed Hosting, expansion


into South America

Telecity Group

33.5

Data Center

Colocation (Carrier-neutral), bolstering NW England


presence

The UK Grid Network

Telecity Group

18.1

6.5x

8.0x

Data Center

08/08/2011

Data Electronics Group


Limited

Telecity Group

143.3

6.7x

13.9x

Distributors

06/01/2020

FusePoint

Savvis

124.0

10.4x

Hosting

Managed Hosting / Colocation, expansion into Canada


(financial services)

11/01/2011

Perimeter Technology
Center

Colo4

Hosting

Co-location and managed hosting services; monitored and


managed services, etc

06/01/2010

SAVVIS Canada

Savvis

169.4

Managed
Services

Application and infrastructure managed solutions for


mission critical enterprises

www.redcapgroup.com

3.6x

15.4x

Colocation (Carrier-neutral), consolidating England market


Collocation (carrier nuetral), expansion into Ireland

12

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

DEAL PROFILESDATA CENTER


Profiled below are two deals that reflect a few key trends indicative of the M&A
activity being led by data center players. First is a geographic expansion by
Equinix with its acquisition of Alog in the South American market. In fact, many
of the deals by Equinix and Telicity recently have been expansions into new international markets.

The second deal is Savviss acquisition of Fusepoint, also a geographic expansion


as well as a further building of Savvis hosting business, (which as noted in the
quote below) was specifically made to move into Canada, in part at the request of
Savvis customers.

Alog / Equinix:

Fusepoint / Savvis

Target: Alog

Target: Fusepoint

Acquirer: Equinix

Acquirer: Savvis

Date: February 2012

Date: June 2010

Description: The investment extends Platform Equinix(TM)


to the South America market, creating a footprint of 95 data
centers across 37 global markets. It also gives Equinix the
ability to satisfy strong demand from its network, content,
cloud and financial services customers looking to establish a
presence in the rapidly growing Brazilian market, the world's
seventh largest economy and the second largest IT market in
emerging markets behind China.

Description: "The acquisition of Fusepoint is a step toward one


of our most important goals to expand our geographic presence
around the world," said Jim Ousley, Savvis chairman and chief
executive officer. "Our largest customers have been asking us to
expand into Canada, and the acquisition of Fusepoint allows us
to do so in a seamless and efficient manner. Our best-in-class
product set and strong vertical market focus meshes well with
Fusepoint's fast growth and deep penetration of Canadian enterprises. Fusepoint has a great track record and extends Savvis'
reach into the highly promising Canadian hosting market including Toronto, the financial center of Canada."

Source: Equinix press release, Equinix completes the acquisition


of Alog, April 26, 2011.

Source: SAVVIS press release, Savvis to Acquire Canadian-Based


Fusepoint, June 1, 2010.

www.redcapgroup.com

13

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

ACQUISTIONS BY TELECOM PROVIDERS


Telecom Players Likely to Acquire Most Broadly In IT Services: Telecom
players have probably been the most active group of acquirers, using M&A to move
into a variety of new areas. TDS moved into managed services with its acquisition
of OneNeck. Verizon and CenturyLink moved into the data center space and managed hosting areas with acquisitions of Terremark and Savvis, and Windstream
moved into the hosting area with its acquisition of Hosted Solutions. Going forward, we expect to see much more of all of the above.
Acquisitions Into New Services Likely to Be Pursued By Large and Small Services Providers Alike: Going forward we expect to see telecom players across the
board, from large ILECs to smaller CLECS and RLECs expand their service offerings with acquisitions of data center and hosting providers, and managed services
businesses. Since telecom providers offer connectivity services and have large field
service work forces with the ability to go on-premise as needed, they are extremely

well suited to offer a wide range of cloud services, including managed services and
managed hosting which can at times require on premise support.
New Services Exacerbate Economy of Scale Advantages: While, telecom players will continue to consolidate among themselves, as they also expand into new
offerings such as data center and managed services, the increasingly greater
economy of scale advantages that they achieve will only exacerbate the pressure
on smaller, regional players and CLECs to partner up. Perhaps most aggressive in
this regard has been Windstream which has acquired numerous companies over the
past few years, the most significant of which was PAETEC for $2.4 billion in 2001.
PAETEC itself had expanded broadly, acquiring a telephony integrator (Xeta) and
other service providers including McCloud and Cavalier.

Selected M&A 2009 - Present


Transaction
Date

Target

Buyer

04/18/2012

Knology

WOW! Internet

03/21/2012

Arialink Broadband

Zayo

02/06/2012

SureWest

Consolidated
Communications

08/01/2011

PAETEC

Windstream

06/28/2011

OneNeck

TDS

04/27/2011

Savvis

CenturyLink

www.redcapgroup.com

Transaction
Value

Rev
Mult.

EBITDA
Mult.

Target
Space

1,574.9

3.0x

8.8x

Telecom

18.0

Business Description
Video, voice, data, and communications services to
residential, business customers

Data Center

Internet access solutions, like DSL, T1, direct-to-business


fiber optic Internet solutions

564.6

2.3x

6.6x

Telecom

Data, video, and voice services to residential and business


customers

2,356.5

1.3x

7.5x

Telecom

Integrated broadband communications services to business

95.0

2.6x

Managed
Services

Hosted application management, enterprise hosting,


infrastructure,

2,500.0

2.6x

10.9x

Data Center

Colocation / Managed Hosting, managed services growth

14

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

Selected M&A 2009 - Present


Transaction
Date

Target

Buyer

Transaction
Value

Rev
Mult.

EBITDA
Mult.

Target
Space

02/01/2011

NaviSite

Time Warner Cable

345.0

2.6x

13.0x

Hosting

Colocation (carrier-neutral), managed services offering for


SMBs

01/27/2011

Terremark

Verizon

1,400.0

4.1x

17.1x

Data Center

Colocation / Managed Hosting, to accelerate everything-asa-service strategy

11/04/2010

Hosted Solutions

Windstream

310.0

6.0x

08/17/2010

Q-Comm Corporation

Windstream

779.5

04/22/2010

Qwest Communications

CenturyLink

24,002.7

www.redcapgroup.com

2.0x

5.6x

Business Description

Hosting

Infrastructure as a service solutions to companies and


enterprises

Telecom

Telecommunications services to residential and business


customers

Telecom

Communications services to residential, business,


governmental, etc

15

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

DEAL PROFILESTELECOM
Below are profiles to two telecom acquisitions that reflect the move by telecom technicians when an on-site visit is required, to the centralized back office support
providers into the managed services space. This is a market extremely well suited and network operations centers.
to telecom providers as it involves supporting much of the IT the connects through
the service providers network. In addition, managed services allows telecom providers to leverage many other parts of their organizations, from the field service

OneNeck / TDS:

NaviSite / Time Warner Cable

Target: OneNeck

Target: NaviSite

Acquirer: TDS

Acquirer: Time Warner Cable

Date: June 2011

Date: February 2011

Description: Our strategy is to have a robust suite of offerings, including colocation, managed services, hosting, cloud,
and solutions delivery, states William Megan, president of
TDS HMS and executive vice president at TDS Telecommunications Corp. in a press release. OneNeck brings sophisticated hosted application management and managed hosting
to our product portfolio that will enable us to leverage the
data center assets recently acquired with VISI and TEAM.

Description: The acquisition provides Time Warner Cable


Business Class, Time Warner Cables commercial services
business, an immediate presence in the managed services market with NaviSites more than 1,200 customers. Following the
completion of the acquisition, Time Warner Cable plans to
continue the exceptional service of NaviSites Enterprise customers and to use NaviSites operational expertise and enterprise-class infrastructure to meet the rapidly growing demand
for managed services offerings from Time Warner Cables
existing and future small and medium-sized business customers.

Source: TDS press release, Telephone and Data Systems to Acquire OneNeck IT Services Corporation, June 28, 2011.

www.redcapgroup.com

Source: TWC press release, Time Warner Cable to acquire NaviSite, Inc., February 1, 2011.

16

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

ACQUISITIONS BY SYSTEMS INTEGRATORS


The systems integration space is probably the broadest in terms of number of players and types of offerings. The thousands of small VARs, integrators, IT consultants and other players tend to focus rather narrowly, such as telephony, data, or
storage, and often specialize by a certain equipment vendor. They also tend to be
geographically focused. As a result, the fragmentation is this area is high and consolidate activity is a constant.

their internal efforts and bring in the skill sets needed to roll out managed service
offerings across their customer base.
Building Nationwide, Diversified Players: Further driving consolidation, as large
players have begun to develop focused on SMB customers, a top tier of national,
diversified players has emerged including BlackBox, Presidio, and Insight Enterprises. These and other large players will likely continue fill out their businesses by
acquiring in areas where they may be week (such as virtualization and cloud infrastructure) or in geographies in which the lack presence. In either case, because
customers tend to choose an IT partner and stick with them, acquisition of customers through acquisition of their integrators is a common strategy for growth.

Expanding Into Managed Services: Historically, much of the M&A activity by


systems integrators has involved consolidation within the sector, with integrator
acquiring integrator. However, going forward we expect to see some of the larger
players accelerate their move into managed services through acquisition. While
most integrators are introducing managed services offerings (which for many is
basically a new pricing model of what they have already been doing), many integra- Few Large Deals: As shown in the data below, most deals, even by the larger
tors are finding the transition to be quite difficult. As a result, we expect to see players tend to be small in size. Presidios acquisition of INX for $155m in Nointegrations make acquisitions of managed service providers in an effort to seed vember 2011 represents one of the larger deals in the space. This will likely also
continue to be the case given just how many players there, are how few have valuations north of a few hundred million.

Selected M&A 2009 - Present


Transaction
Date

Transaction
Value

Rev
Mult.

EBITDA
Mult.

Target
Space

Target

Buyer

02/28/2012

Total Convergence
Solutions

Presidio

Integrator

Life cycle services in unified communications, collaboration


and video, etc

01/31/2012

InnerWireless

Black Box

Integrator

In-building converged wireless solutions

01/10/2012

E Solutions Corporation

Knology

01/09/2012

VantiCore

eplus Technology

12/19/2011

AFCOM

iNET Interactive

11/01/2011

INX

Presidio

www.redcapgroup.com

Business Description

13.8

Telecom

Rack space, cage space, virtual private servers, service


systems management

2.5

Managed
Services

Core unified communications support; network server and


infrastructure support

Integrator

Supports the educational and business development needs


of data center management, executives, and vendors
worldwide
Network routing and switching, wireless networking, WAN
optimization etc

155.2

0.4x

51.4x

Integrator

17

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

Selected M&A 2009 - Present


Transaction
Date

Target

Buyer

Transaction
Value

Rev
Mult.

EBITDA
Mult.

Target
Space

10/03/2011

Midwave

Datalink

22.4

0.3x

7.7x

Integrator

IT advisory services and infrastructure services for mediumlarge size companies

09/19/2011

Ensynch

Insight Enterprises

Integrator

Information technology consulting, project and portfolio


management consulting

07/26/2011

PS Technologies

Black Box

Integrator

Video conferencing equipment

07/25/2011

Paradigm Holdings

CACI International

61.5

1.4x

Integrator

Cybersecurity, enterprise, and mission critical


infrastructure support

07/01/2011

Netarx

Logicalis

34.0

0.6x

Integrator

IP telephony, unified messaging, IM/presence, unified


contact center, etc

06/30/2011

OpSource

Dimension Data
Holdings

Hosting

Cloud and managed hosting solutions for enterprises,


service provider, and SaaS

06/20/2011

Tushaus Computer Services Dedicated


Computing

Integrator

04/11/2011

CareCentric, Inc.,
Managed Hosting Services

Prime Care
Technologies

Hosting

01/04/2011

ProSys Information
Systems

Applied Computer
Solutions

10.5

0.0x

Integrator

Data management, infrastructure management, systems


architecture etc

10/25/2010

LOGOS Communications

Black Box

12.8

1.0x

Integrator

Voice, video, security, storage, and wireless technologies

www.redcapgroup.com

20.8x

Business Description

Business process improvement, application development


and integration, etc
IT managed hosting services and assets

18

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

DEAL PROFILESSYSTEMS INTEGRATION


Shown below are two profiles of acquisitions by large integrators. The acquisition grator. We expect to see many more deals like OpSource as larger players find the
of INX by Presidio allows the company to both broaden its solution set as well as need to offer a cloud alternative for customers.
expand its geographic presence in the US. The acquisition of OpSource by Dimension Data brings the ability to offer cloud services to a large global solutions inte-

INX / Presidio:

OpSource / Dimension Data Holdings

Target: INX

Target: OpSource

Acquirer: Presidio

Acquirer: Dimension Data Holdings

Date: November 2011

Date: June 2011

Description: We are excited to complete the acquisition of


INX and begin moving forward as one unified company.
Bringing these two outstanding companies together enables
us to broaden our portfolio of services and solutions and to
significantly expand our footprint across the U.S., commented Kevin Penn, Presidios Chairman and a managing
director of American Securities. We are in a great position
to build on our industry leadership position and look forward to a successful 2012.

Description: OpSource brings a rich set of services, a sound


cloud architecture, and extensive experience in cloud services
that will meet immediate client needs - in addition to a cloud
infrastructure which supports development and growth in this
space. We believe OpSource provides us with an accelerated
time-to-market as their infrastructure and services are wellestablished and tested. Dimension Data is now wellpositioned to provide our clients with services that help them
at each step in their journey toward cloud architectures, said
Brett Dawson, Dimension Data CEO.

As a result of the acquisition, Presidio now employs more


than 1,800 IT professionals operating out of over 45 offices
across the United States.

Source: Presidio press release, Presidio Completes Acquisition


of INX, Inc., December 30, 2011.

www.redcapgroup.com

Source: OpSource press release, Dimension Data Acquires OpSource to Accelerate Cloud Strategy, June 30, 2011.

19

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

ACQUISTIONS BY HOSTED VOICE SERVICES PROVIDERS


Very Few Players of Scale: Hosted Voice Services players offer telephony related
applications such as hosted PBX, contact center and unified communications. The
players in this space tend to be rather small with some of the larger players being
companies like 8x8 and Cbeyond. Acquisition activity by these players has been
limited and focused around consolidating much smaller players, adding technology
capabilities or related applications, such as 8x8s acquisition of Contactual.

to accelerate and as mid-size business begin to take up this service, we expect larger player finally take notice.
There have already been a few acquisitions to date by players outside the space
including Shortels acquisition of M5 Networks. With many more deals like this,
new voice services will be less of a stand-alone space and more of another line of
business for telecom, hosting and telephony equipment vendors.

Beyond Small Add-ons, Hosted Voice Players are More Likely Targets Than
Acquirers: Going forward we expect that the larger voice services players will
likely be acquired themselves by telecom players or potentially larger players in the
hosting space that want to offer unified communications as part of their solution
sets for SMBs. In fact, many players like GoDaddy, Intermedia, and others offer
hosted PBX offerings. As the adoption of hosted PBX and contact center continues

Selected M&A 2009 - Present


Transaction
Date

Transaction
Value

Rev
Mult.

EBITDA
Mult.

Target
Space

Target

Buyer

02/23/2012

Creative Interconnect
Communications

Utility Telephone

02/01/2012

M5 Networks

ShoreTel

12/27/2011

Stage 2 Networks

09/12/2011

Consolidated
Technologies, Inc., Hosted
VoIP Division
Contactual

8x8

27.7

3.1x

07/14/2011

Alteva

USA Datanet

17.9

3.0x

06/20/2011

Zerigo

8x8

2.0

Hosting

11/03/2010

Aretta Communications

Cbeyond

4.1

New Voice
Services

05/06/2010

Central Host

8x8

1.6

www.redcapgroup.com

Business Description

New Voice
Services

Phone serviceshosted solutions with phones, routers, and


dashboards

159.8

New Voice
Services

Hosted and managed phone systems

New Voice
Services

Hosted voice and data services

New Voice
Services

Cloud-based call center and customer interaction


management solutions

New Voice
Services

Unified communications and enterprise hosted VoIP


communication solutions

1.6x

-38.2x

Data Center

Virtual private server/cloud server, managed DNS hosting,


and server monitoring services
Hosted communication solutions for SMBs
Co-location/data center facilities that provide private
cloud, dedicated server hosting

20

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

DEAL PROFILESHOSTED VOICE SERVICES


Below are a few deals by players in the voice technology and voice services areas. latest move by 8x8 in its efforts to be the leading provider of cloud communications
ShoreTels acquisition of M5 we think may be somewhat of an inflection point solutions.
deal, indicating that even the legacy PBX providers are seeing a competitive threat
and or a need to have a hosted alternate. The 8x8 acquisition of Contactual is the

M5 Networks / ShoreTel:

Contactual /8x8

Target: M5 Networks

Target: Contactual

Acquirer: ShoreTel

Acquirer: 8x8

Date: February 2012

Date: September 2011

Description: The acquisition of M5 positions ShoreTel as a


leader in the fast-growing cloud UC market and delivers a
suite of hosted telephony solutions that is unmatched in the
marketplace, ShoreTel CEO Peter Blackmore said in a statement. This acquisition is a critical step in our evolution and
enables the company to capitalize on trends in cloud computing and advance our enterprise communications strategy.

Description: The acquisition of Contactual significantly


broadens 8x8's technological expertise and service offerings
in the hosted SaaS (Software as a Service) call center market and brings in house the only major software technology
of 8x8's service offerings that was not owned and developed by 8x8. 8x8 has been reselling the Contactual contact
center technology since 2007. This strategic investment is
one of several recent initiatives implemented by 8x8 to advance its mission of becoming the industry's premier provider of broad-based cloud communications and IaaS
(Infrastructure as a Service) solutions.

Source: ShoreTel press release, ShoreTel Acquires Hosted Unified


Communications Pioneer M5 Networks, February 1, 2012.

www.redcapgroup.com

Source: 8x8 press release, 8x8 Completes Acquisition of Contactual, Inc., September 16, 2011.

21

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

IT SERVICES ACQUISTIONS BY LARGE IT HARDWARE PLAYERS


The consolidation at the very largest levels of the IT industry, that led Dell and HP Dell: Dell was been very active in building its SMB services businesses. Several
to make large IT services acquisitions to better compete with IBM and its Global years ago, the company acquired managed services player Everdream and has since
Services division, has begun to play out in the SMB market as well.
completed other acquisitions and made significant internal investments as it builds
out its services offerings for SMBs.
Best Buy: Best Buy has been building its services business through the Geeksquad,
for some time, but its recent acquisition of Mindshift for $167m clearly moved the Going forward, we expect to see most large IT players that sell core equipment
company into the SMB market.
such as servers, desktops, copiers and related equipment to build out their solutions
groups. As with the distributor space, as product resale becomes more difficult to
Konica: Another notable deal in this area is copier maker Konicas acquisition of make money, players will need to move to higher margin areasand for the next
managed services player All-Covered. With its numerous copier locations around few years, thats going to be services. More importantly however, as SMBs rely
the country, Konica believes that it can leverage its position in the print space to increasingly on their solution provider or MSP to handle all their IT needs, the purexpand into other areas of IT management for SMBs.
chase decision for equipment (and many other parts of the IT infrastructure) will
shift to solution providers as customers simply wont care. Wouldnt HP and Dell
love to be able to decide where small businesses should by their technology?

Selected M&A 2009 - Present


Transaction
Date

Target

Buyer

02/24/2012

AppAssure

Dell

Transaction
Value

Rev
Mult.

EBITDA
Mult.

Target
Space

Business Description
Backup and replication software

Hosting
11/07/2011

mindSHIFT

Best Buy

167.0

Managed
Services

Infrastructure and software services for SMB

05/24/2011

Printelligent

HP

Managed
Services

Managed document solutions

03/01/2011

Concept Group

Xerox

43.0

Managed
Services

Digital document solutions

01/31/2011

WaterWare

Xerox

Integrator

Consulting and web-hosting

01/06/2011

All Covered

Konica

Managed
Services

Desktop, server, other IT management

12/22/2010

InSiteOne

Dell

Storage

Enterprise data archiving, storage, etc

01/20/2010

Irish Business Systems

Xerox

31.0

Managed
Services

Managed print services

09/21/2009

Perot Systems

Dell

www.redcapgroup.com

4,101.3

1.6x

14.8x

Consulting

Application modernization, business intelligence, etc.

22

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

DEAL PROFILESLARGE IT HARDWARE


Below are a few deal profiles that reflect the major trend by large equipment pro- of the acquirers below will likely continue to acquirer in these areas to build a naviders, both manufacturers and distributors, of moving into managed services. Giv- tionwide foot print.
en that the managed services space is still highly fragmented, we expect that each

mindSHIFT Technologies / Best Buy:

Printelligent / Hewlett-Packard:

All Covered / Konica

Target: mindSHIFT Technologies

Target: Printelligent

Target: All Covered

Acquirer: Best Buy

Acquirer: Hewlett-Packard

Acquirer: Konica

Date: November 2011

Date: May 2011

Date: January 2011

Description: The transaction will accelerate


Best Buy's growth in the small and mid-sized
business IT services category, the company
said. It estimates the small and mid-sized managed services provider market is worth $40 billion.
mindSHIFT provides cloud service, data center
services and professional services to more than
5,400 US clients.

Description: As a market leader in Managed


Print Services, this acquisition puts us even further ahead by strengthening our ability to deliver
services and solutions through our channel partners to SMB customers, said Vyomesh Joshi,
executive vice president, Imaging and Printing
Group, HP. Were reinforcing our commitment
to our channel partners by bringing them a level
of technology and experience that is unprecedented in the industry.

Description: "Konica Minolta's acquisition of All


Covered will further enhance our ability to deliver
sophisticated solutions to our customer base and
accelerate the expansion of our IT services business," said Rick Taylor, Senior Executive Vice
President and Chief Operating Officer, Konica Minolta Business Solutions U.S.A., Inc. "By integrating the scalable business model of All Covered
with our extensive sales and service footprint, we
intend to deliver unmatched value to our end users
and channel partners."

Best Buy said the combination of mindSHIFT's


capabilities with its own points of distribution
through its retail, Geek Squad services and Best
Buy for Business operations will create a competitive advantage.

With HPs strength, this offering will continue


to grow, and channel partners will deliver an
unparalleled solution to help customers better
manage their print environments, said Rob
Wellman, chief executive officer, Printelligent.

Source: Forbes, BestBuy buys into Cloud with


MindSHIFT, November 7, 2011.

www.redcapgroup.com

Source: HP press release, HP Bolsters Managed


Print Services Offering..., May 24, 2011

Source: All Covered press release, Konica Minolta


Acquires All Covered, Inc., January 6, 2011.

23

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

IT SERVICES ACQUISTIONS BY PRIVATE EQUITY FIRMS


For years, private equity firms have studied the IT services space for SMBs and
wondered how to take advantage of the highly fragmented nature of the market.
The opportunity of consolidating small, niche players to form a nationwide company with a broad solution set has been a very tempting proposition for financial players. However, success has been rather elusive as many efforts in the space have
failed over the years.

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 build-up strategies by private
equity groups that selectively use M&A have a much greater chance of succeeding
than in the past.

Not surprisingly, private equity groups have been much more active in this space.
Just over the past 2 years, a number of notable transactions have occurred that highCloud Based Businesses Provide Better Model of Consolidation Plays: The light the move by rather large, sophisticated private equity players to take another
recent shift to managed services and SaaS models has provided a new strategy and shot at creating national players to serve the IT services needs of the SMB market.
much better model for consolidating smaller players. As SMB customers become
much more closely tied to their solution provider under recurring services contracts,

Selected M&A 2009 - Present


Transaction
Date

Target

Buyer

10/13/2011

Xand Corporation

ABRY

10/13/2011

CoSentry.net

TA Associates

10/10/2011

SPS

CourtSquare

09/12/2011

Bravura Networks

Technology Capital
Investors

08/08/2011

TelX

ABRY + Berkshire

08/08/2011

Plimus

Great Hill Partners

06/30/2011

Go Daddy

SilverLake +

05/23/2011

Intermedia

Oak Hill

09/25/2009

Pomeroy

Platinum Equity

www.redcapgroup.com

Transaction
Value

Rev
Mult.

EBITDA
Mult.

Target
Space

Business Description

49.0

Data Center

Data center infrastructure, co-location, private cloud, and


business continuity services

Data Center

Colocation (carrier neutral)

Integrator

Design, installation, and support of voice solutions, data


networking, and converged applications

Managed
Services

Managed services offering BIT Support that include


managed IT support services

Data Center
115.0
2,250.0

81.7

Integrator
Hosting

Colocation (carrier-neutral)
E-business platform for marketing, selling, and distributing
digital goods
Hosting solutions, Web site creation tools, secure SSL
certificates

Integrator

Online business communications services

Managed
Services

Enterprise, network, and end-user technologies

24

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

DEAL PROFILESPRIVATE EQUITY


While both the capital raising and M&A sections of this report provide a much below are few notable transactions that we think are important to review as they
longer list of investments and acquisitions in the sector by the financial community, highlight some of the key trends discussed through our report.

Intermedia / Oak Hill Capital:

SPS / Court Square:

Pomeroy / Platinum Equity

Target:: Intermedia

Target: Strategic Products & Services

Target: Pomeroy IT Solutions

Acquirer: Oak Hill Capital Partners

Acquirer: Court Square Partners

Acquirer: Platinum Equity

Date: May 2011

Date: 2011

Date: September 2009

Description: Intermedia is the largest independent provider of managed hosting for Microsoft Exchange. Oak Hill has significant experience 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 expect it will include at least one or more
acquisitions to broaden the solution set and
transform Intermedia into a broad Master MSP.

Description: Court Square Partners has acquired Strategic Products and Services, a leading
integrator of Avaya telephony solutions including
PBXs, call centers and a wide range of other
telephony 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: Intermedia.net press release, Oak Hill Capital Partners to Acquire, May 26, 2011

Source: CapitalIQ, June 29, 2012

Description: "In spite of the downturn in the


economy, the Company has improved profitability and grown its business in 2009," said Christopher C. Froman, the Company's CEO. "We
know the IT products and services business very
well and have had great success creating value in
this space," said Jacob Kotzubei, partner at Platinum that is leading the investment. "Pomeroy has
a compelling product and service offering, strong
customer and vendor relationships, and exceptionally talented employees. We believe the management team has done an excellent job navigating the economic downturn and we look forward to supporting their growth using our full
complement of mergers, acquisitions and operations capabilities."

www.redcapgroup.com

Source: Platinum Equity press release, Pomeroy IT


Solutions, Inc. Announces, September 25, 2009

25

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

ACQUISITIONS BY DISTRIBUTORS
As shown in the detail below, distributors have generally stayed focused on acquiring other players at the distributor level. While there have been a few attempts by
distributors to move downstream through acquisitions of systems integrators
(CDW / Berbee, Arrow / Shared Technologies), these deals have tended to be the
exception and pose channel conflict challenges as they potentially place the distributor in competition with their customers.

oping carrier-grade platforms (similar to Jamcracker) that can provide a wide range
of applications, provisioned by MSPs through a platform that can provide integrated billing, authentication and a variety of other functions and do it in an integrated
fashion across multiple offerings. We think this presents an excellent opportunity
for distributors and would not be surprised to see some acquisitions by distributors
into this space.

Hosted Applications as a Distribution Opportunity: One area where we expect Beyond that, we expect that distributors will generally stay focused on acquiring
to see acquisitions by distributors is in the hosted applications area involving play- within their own space, bolting on other distributors with niche expertise in certain
ers offering hosted applications through an indirect channel. Currently, many technologies and components or within certain market verticals.
MSPs and integrators fill out their solution needs for customers through reseller
relationships with a variety of hosting providers such as Intermedia (for MSFT exchange), Mozy / EMC (for online backup), Global Relay (archiving & compliance),
GoDaddy (web hosting) or a long list of other players. We think these hosted offerings present excellent expansion opportunities for distributors who have expensive
networks of channel partners through which to push these offerings.
In addition, many of these applications can benefit from integration on the back-end
and there are already a few players such as Verecloud and ThinkGrid that are devel-

Selected M&A 2009 - Present


Transaction

Transaction

Rev

EBITDA

Target

Value

Mult.

Mult.

Space

Date

Target

Buyer

11/20/2010

Intechra Group

Arrow Electronics

101.1

01/18/2012

TechTurn

Arrow Electronics

04/03/2012

Altimate Group

Arrow Electronics

64.1

0.1x

08/08/2011

Chip One Stop

Arrow Electronics

90.7

2.0x

12/06/2010

DIASA Informtica

Arrow Electronics

132.8

0.4x

www.redcapgroup.com

1.3x

14.4x

Business Description

Consultants

Information technology asset disposition, value recovery,


etc

Consultants

Llifecycle management, asset recovery, technology


management

Distributors

Distribution of enterprise information technology solutions

Distributors

Online distributor of electronic components in Japan

Distributors

Distributes technology hardware and software

26

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

Selected M&A 2009 - Present


Transaction

Transaction

Rev

EBITDA

Target

Value

Mult.

Mult.

Space

11.6x

Distributors

Distributes advanced technology semiconductor, and telco


solutions

Date

Target

Buyer

09/20/2010

Nu Horizons Electronics

Arrow Electronics

168.2

0.2x

04/06/2010

PCG Trading

Arrow Electronics

138.4

0.5x

Distributors

Technology supply chain company

10/01/2010

Richardson RFPD

Arrow Electronics

211.8

0.6x

Distributors

Distribution services for RF and wireless infrastructure


communications networks

06/27/2011

Seed International Ltd.,


Distribution Business

Arrow Electronics

Distributors

04/06/2010

Verical

Arrow Electronics

Distributors

Distributes electronic equipments, which includes digital


signal processor (DSP) and field-programmable gate array
(FPGA)
B2b marketplace for the high-tech manufacturing industry

07/06/2010

Asiasoft Hong Kong

Ingram Micro

Distributors

IT solutions for service providers, system integrators,


resellers

09/14/2010

InterAct

Ingram Micro

Distributors

Distributes data center solutions

07/14/2010

D.L.I.-Distribuio E
Logstica Para A
Informtica
Mensch & Maschine

Tech Data Corp

Distributors

Distributor of information technology products.

Tech Data Corp

34.1

Distributors

CAD/CAM solutions for mechanical and electrical


engineering

Distributors

CAD software for mechanical engineering; architectural


processes

09/12/2011

Distribution business

Business Description

12/19/2011

ProDesk

Tech Data Corp

08/03/2010

Triade Holding

Tech Data Corp

61.7

0.0x

Distributors

Consumer electronics, and mobility and IT products to


retailers

08/05/2010

Shared Technologies

Arrow Electronics

252.8

1.0x

Integrator

Converged and Internet protocol telephony technology


solutions

www.redcapgroup.com

27

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

DEAL PROFILESDISTRIBUTORS
Weve profiled below, two recent deals by Arrow Electronics that demonstrate a into higher margin service areas that can rid on the back of their customer relationfew interesting moves by the company to expand its capabilities beyond just distri- ships but offer the ability to offer services with much greater margin potential than
bution. Intechra provides Arrow with the ability to offer product lifecycle manage- simple product distribution.
ment services while Shared Technologies provides telephony integration skills
Both deals demonstrate efforts by Arrow, along with other distributors, to move

Intechra Group / Arrow Electronics:

Shared Technologies / Arrow Electronics:

Target: Intechra Group

Target: Shared Technologies

Acquirer: Arrow Electronics

Acquirer: Arrow Electronics

Date: November 2010

Date: August 2010

Description: "Intechra serves as a continuation of our strategy to provide comprehensive services across the entire product lifecycle for our suppliers and customers," said Michael
J. Long, chairman, president, and chief executive officer of
Arrow Electronics, Inc.

Description: This acquisition builds on our strategy to diversify into faster growing, high-margin markets that are complementary to our existing businesses," said Andy Bryant,
president of Arrow ECS. "Shared represents an exciting opportunity as we add a leading player in the unified communications, telephony, and managed services industries to our
product portfolio. They bring deep customer and supplier
relationships as well as extensive industry and technical expertise."

Intechra is headquartered in Jackson, MS, and has approximately 300 employees. Total sales were approximately $75
million for the most recent fiscal year. The transaction is
expected to be $.03-$.05 per share accretive to earnings in
the first full year of operations.

Source: Arrow press release, Arrow Electronics Acquires Intechra, November 23, 2010.

www.redcapgroup.com

Shareds sales in 2009 were approximately $250 million.


The acquisition is expected to be $.10-$.12 per share accretive to earnings in the first full year of operations.

Source: Arrow press release, Arrow Electronics Acquires Shared


Technologies Inc, August 5, 2010.

28

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

ACQUIRER LANDSCAPE
Below are profiles of twenty-four of the larger players across a range of spaces that we think are worth analyzing to understand the likelihood of their making acquisitions
outside of their core markets an into adjacent sectors.

Managed
Hosting

Data Center

Telecom

Systems
Integration

Rackspace
Savvis (CenturyLink)
Hostway

Equinix
Telecity
Digital Realty Trust

Windstream
Ikano
Integra
TDS

BlackBox
Presidio
Fusion Storm
Insight Enterprises

New Voice Services


cBeyond
8x8

www.redcapgroup.com

Large Public
IT Players
Dell
HP
BestBuy

IT Distribution
Arrow
Avenet
Ingram Micro
CDW

29

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

MANAGED HOSTING
Key Points

Managed hosting providers still have the


benefit of significant growth opportunities
in their core businesses and thus dont face
the same pressure to move beyond their
current areas of focus.

As a result, we expect that most larger


managed hosting players will use M&A to
acquire niche players to better fill out their
core hosting business but do not expect to
see them expand into other areas such as
data center, managed services or onpremise support.

Over time, we expect


hosting players serve as
telecom
and
data
CenturyLinks acquisition
just the beginning.

to see managed
targets for larger
center
players.
of Savvis is likely

Hostway and Rackspace could well be


targets in the managed hosting area
for larger players.

www.redcapgroup.com

30

REDWOOD CAPITAL: SECTOR OVERVIEW

Hosting

IT Services: The Evolving Cloud Service Providers

RACKSPACE
Business Description

Selected M&A Activity


Rev

Rackspace Hosting (NYSE:RAX) provides cloud computing services,


managing Web-based IT systems for small and medium-sized
businesses, and large enterprises worldwide.
Its service offering combines hosting on dedicated hardware and on
multi-tenant pools of virtualized hardware in a way that suits each
customers requirements.
The company offers dedicated cloud services comprising customer
management portal and other management tools for managing the
data center, network, hardware devices, and operating system
software.
It offers cloud servers for computing, and cloud files for storage, as
well as cloud applications, such as email, collaboration, and file
back-ups; and hybrid hosting that provides hosted computing on
dedicated hardware and on pools of shared resources.

Date

Target

Pric e

Mult.
--

--

IT consulting services

2/10/11 Anso Labs

--

--

Cloud consulting services

12/16/10 Cloudkick

--

--

Cloud server management

--

Online storage services

--

Email hosting services

10/22/08 Slicehost/Jungle Disk

28.0

4/25/08 Mailtrust

--

Key Financials
2011 Rev:

$1,025m

Cash:

$160m

2011 EBITDA:

$293m

Debt:

$139m

2011 Net Income:

$76m

Market Cap:

$7,946m

Ownership
Publicly Traded.

NYSE:RAX

Institutional Ownership: 70%

Key Comments
Rackspace has tended to make small acquisitions, primarily of
technology-oriented businesses to help seed its internal efforts.
We think Rackspaces approach of small buys to seed internal
builds is a smart strategy that allows the company to use its
significant internal resources to avoid overpaying for expensive
assets that the company can otherwise ramp itself.
Rackspaces high trading multiples provide the company with a
strong currency to use for acquisition.

Key Executives
Lanham Napier CEO
Lew Moorman - President

Rackspace has been the subject of takeover rumors and could make
an excellent addition for a major player looking to take a leadership
position in the managed hosting market.

www.redcapgroup.com

Desc ription

2/16/12 SharePoint911

31

REDWOOD CAPITAL: SECTOR OVERVIEW

Hosting

IT Services: The Evolving Cloud Service Providers

SAVVIS
Business Description

Selected M&A Activity


Rev

Savvis (Subsidiary of CenturyLink; NYSE:CTL) provides cloud,


managed hosting, managed security, co-location, professional and
network services worldwide.
The company offers hosting services comprising co-location services
for clients seeking data center space and power for their server and
networking equipment needs; and managed hosting services for
clients IT infrastructure and network needs.
Managed hosting services include cloud services, security,
virtualization, Web-based applications, business recovery, dedicated
hosting services, utility computing and storage services.
Savvis was recently acquired by CenturyLink and continues to serve
its clientstier 1 Internet servicesthroughout the United States,
Europe, and Asia.

Date

Target

Pric e Mult. Desc ription

6/1/10 Fusepoint

169.4

3.5x Infrastructure solutions

1/23/04 Cable & Wireless America 167.5


7/30/03 Wam!Net

--

Telecom

3.0 0.1x IT solutions

Key Financials
LTM (6/30/11) Rev: $1,016m

Cash:

$122m

LTM EBITDA:

$241m

Debt:

$784m

LTM Net Income:

NM

Market Cap:

$1,363m

Ownership
Savvis was acquired by CenturyLink on July 15, 2011

Key Comments
While Savvis has been acquired by CenturyLink, we expect that the
Savvis unit will continue to be a focal point for acquisitions for its
parent in the data center and managed hosting areas.
Unlike Verizon, who acquired Terremark, CenturyLink lacked any
sizeable cloud services business prior to the Savvis deal so will likely
consolidate all its efforts through Savvis and continue targeted,
smaller deals as its integrates Savvis and refines its strategy for the
combined business.

Key Executives
James Ousley CEO
William Fathers - President
Stewart Ewing CFO

Savviss future acquisition activity will likely be driven by efforts to


find ways to leverage CenturyLinks business base of business
customers.
www.redcapgroup.com

32

REDWOOD CAPITAL: SECTOR OVERVIEW

Hosting

IT Services: The Evolving Cloud Service Providers

HOSTWAY
Business Description

Selected M&A Activity


Rev

Hostway (Private) provides cloud, managed, and dedicated server


hosting services to developers, startups, SMBs, and large enterprises
worldwide.

Date
4/4/07

Target

Pric e

Affinity Internet

Mult. Desc ription

--

--

Web design

2/12/04 Registry Services

--

--

Infrastructure

The Companys cloud hosting services include FlexCloud sites for


small business Web hosting; virtual private servers for root access
with dedicated resources; FlexCloud servers for instantly deploying
servers and resources on demand; and FlexCloud private servers
that offer complete customization and privacy with public cloud
technology advantages.

1/13/04 Enterprise Networks

--

--

Hosting

Hostway also provides managed hosting services that include custom


private cloud servers and customized hosting solutions; and domain,
email, and application services.

NA

6/13/03 NetNation Communications

10.1

Key Financials

Hostway is headquartered in Chicago but has offices globally,


including in England, France, Belgium, Germany, Australia and
India.

Ownership
Private company

Key Comments
While Hostway has developed a solid business, much has come
through organic growth as the company has made few acquisitions
in recent years.
Given the companys private equity ownership, we expect
Hostways shareholders are likely focused on a path to liquidity and
will thus require any acquisition to show very near term impact.

Key Executives
Lucas Roh CEO
Jay Sinder - CFO

Transactions that could be near-term accretive for Hostway would


include acquisitions of similar businesses where they are effectively
adding customers and can realize synergy through scale or cost
reductions.

www.redcapgroup.com

33

0.9x

Infrastructure

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

DATA CENTER
Key Trends

We expect the leaders like Equinix, Digital


Realty and Telecity to continue to solidify
their leadership positions with acquisitions
of smaller players, primarily to expand into
new geographic markets.

In fact, much of the recent M&A activity by


Equinix and Telecity has been aimed at
moving into new markets in Asia, Latin
America, Ireland, and other locations.

While data center players will likely to


continue to consolidate smaller players, the
more significant trends will likely be
continued consolidation between data
center players and telecom service
providers as well as the expansion by data
center players into higher margin managed
service and managed hosted offerings.

www.redcapgroup.com

34

REDWOOD CAPITAL: SECTOR OVERVIEW

Data Center

IT Services: The Evolving Cloud Service Providers

EQUINIX
Business Description

Selected M&A Activity


Rev

Equinix (NasdaqGS:EQIX) provides data center services to protect


and connect the information assets for enterprises, financial
services companies, and content and network providers. The
Company connects businesses with partners and customers through
a platform of data centers containing dynamic ecosystems and the
broadest choice of networks.
Equinix offers:
Data service centers and co-location services.
Interconnection services across physical and
exchanges.
IT infrastructure services.

Date

Target

Pric e

Mult.

Desc ription

5/1/12

Asia Tone Limited

230.5

--

Data center

2/21/12

Carpathia Hosting

1.5

--

Hosting solutions

10/21/09 Switch & Data Facilities

870.2

4.3x

7/29/09

Upminster

28.2

--

Data center

2/5/08

Virtu Secure

25.6

--

Data center

6/28/07

IX Europe

558.1

7.1x

Data center

internet

Equinix provides its cloud-based products and services through a


global network that spans more than 38 markets across 13 countries
and 4000 businesses.

Interconnetion

Key Financials
2011 Rev:

$1,607m

Cash:

$915m

2011 EBITDA:

$666m

Debt:

$3,099m

2011 Net Income:

$94m

Market Cap:

$7,709m

Ownership
Publicly Traded. NasdaqGS: EQIX
Institutional Ownership: 97%

Key Comments
As one of the leading data center players, Equinix faces the
challenge of how to continue pursuing acquisitions in a way that will
make a material impact on its business and better position the
company against highly capitalized telecom competitors.
Over time, we expect that Equinix may begin using M&A to move
into newer cloud services offerings including high end managed
hosting and specialized IaaS offerings for enterprise customers.

Key Executives
Stephen Smith CEO and President
Keith Taylor - CFO and Principal Accounting Officer

Continued Geographic expansion will also be a key part of M&A for


the company going forward as it continues to build out its global
footprint. Look for more international deals like its recent Asia
Tone acquisition.
www.redcapgroup.com

35

REDWOOD CAPITAL: SECTOR OVERVIEW

Data Center

IT Services: The Evolving Cloud Service Providers

TELECITY
Business Description

Selected M&A Activity


Rev

Telecity Group (LSE:TCY) provides network independent data


centers that offer colocation and related services in Europe. The
Company offers:
Hosting and support services.
IT infrastructure design and consulting services.
Network and connectivity services.
Internet security, including firewalls, intrusion detection and
prevention, and distributed denial of service mitigation.
Data storage including backup and disaster recovery
Server management and performance optimization
Telecity Group provides its clients with cloud-based technology and
services through a global network that spans 29 data centers in
Amsterdam, Dublin, Frankfurt, London, and other major European
cities.

Date

Target

Pric e Mult. Desc ription

9/23/11 UK Grid Network

18.1

8/8/11 Data Electronics Group

143.0

6.5x Data center


6.7x Telecom

8/2/10 Internet Facilitators

30.7

--

Data center

8/20/06 Globix Holdings

62.1

--

Hosting services

11/2/05 Redbus Interhouse

104.6

3.0x Data center

Key Financials
2011 Rev:

$379m

Cash:

$35m

2011 EBITDA:

$168m

Debt:

$296m

2011 Net Income:

$67m

Market Cap:

$2,474m

Ownership
Publicly Traded. LSE:TCY
Institutional Ownership: 79%

Key Comments
CEO Mike Tobin recently stated Looking forward, there is still
significant growth for us to capture, both in our existing markets
and in new markets in Europe, as the Internet continues to grow and
the cloud increases in significance.

Key Executives
Michael Tobin CEO and Director
Brian McArthur-Muscroft Group Finance Director and Director

We expect Telecity to continue building out its core data center


business with bolt-ons in existing markets and other small deals that
bring it into new geographic markets.

www.redcapgroup.com

36

REDWOOD CAPITAL: SECTOR OVERVIEW

Data Center

IT Services: The Evolving Cloud Service Providers

DIGITAL REALTY TRUST


Business Description

Selected M&A Activity


Rev

Digital Realty Trust (NYSE:DLR) engages in the ownership,


acquisition, development, redevelopment, and management of
technology-related real estate.
The Company focuses on strategically located properties containing
applications and operations critical to the day-to-day operations of
technology industry tenants and corporate enterprise datacenter
users, including the information technology departments of Fortune
1000 companies, and financial services companies.
Digital Realty Trusts property portfolio consists of Internet gateway
properties,
corporate
datacenter
properties,
technology
manufacturing properties, and regional or national offices of
technology companies.

Date

Target

Pric e Mult. Desc ription

3/12/12

Lewisville LSF

123.0

--

Data center property

2/27/12

Convergence Business Park123.0

--

Data center property

2/21/12

Carpathia Hosting

1.5

--

Data center property

1/4/12

360 Spear Street

85.0

--

Data center property

1/4/12

760 Doug Davis Drive

63.0

--

Data center property

10/6/11

11085 Sun Center Drive

30.0

--

Data center property

Key Financials
LTM (3/31/12) Rev: $1,100m

Cash:

$26m

LTM EBITDA:

$627m

Debt:

$3,272m

LTM Net Income:

$167m

Market Cap:

$7,687m

As of December 31, 2008, the Companys portfolio consisted of 75


properties, including 62 located in North America and 13 located in
Europe.

Ownership
Publicly Traded.

NYSE: DLR

Key Comments
Digital Realty Trust has pursued a fairly aggressive consolidation
strategy, using acquisitions to build a large data center business,
now rivaling Equinix in scale.
Similar to Equinix, DLR faces a challenge due to its size of how to
continue M&A in a way that makes a meaningful impact. We
suspect that the company will begin expanding further into cloud
infrastructure services and managed hosting, as indicated by its
deal with Carpathia early this year.

www.redcapgroup.com

Key Executives
Michael Foust CEO and Director
William Stein CFO

37

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

TELECOM
Key Points

Telecom providers are well positioned to


offer a range of IT services to SMB
customers. With the connectivity into the
customer and the field service teams to go
on-premise as needed, many telecom
providers are aggressively looking to expand
their solution sets into higher margin
services.

Look for telecom providers to move into


managed IT services along with hosted
applications around telephony.
Weve
recently talked with several CLECs
specifically interested in hosted telephony.

On the managed services front, we expect


more deals like TDSs acquisition of IT MSP
OneNeck which allows them to support and
manage the core areas of the customers IT
infrastructure including the desktop,
servers and networks.

On the data center front, we suspect most


smaller CLECs will leave that to large
carriers such as Verizon and CenturyLink,
which acquired Terremark and Savvis
respectively.

www.redcapgroup.com

38

REDWOOD CAPITAL: SECTOR OVERVIEW

Telecom

IT Services: The Evolving Cloud Service Providers

WINDSTREAM
Business Description

Selected M&A Activity


Rev

Windstream (NasdaqGS:WIN) has two main business components:


Advanced network communications for U.S. businesses.
Broadband, phone, and TV services to rural consumers.
The network communication portion of Windstream offers both
cloud computing and managed services to provide multi-site
networking, high-speed Internet access, data center services,
Ethernet transport, and special access services.
The consumer portion of Windstream includes online backup,
Internet security, call waiting, caller ID, and call forwarding. In
addition, the company sells broadband modems, home networking
gateways, personal computers and home phones.
Windstream is based out of Little Rock, Arkansas, and has a network
that includes over 3 million access lines and 115,000 fiber optics
plants in the United States.

Date

Target

Pric e

8/1/11

PAETEC

2,356.5

11/4/10 Hosted Solutions

310.0

8/17/10 Q-Comm

779.5

Mult. Desc ription


1.2x Broadband communication
6.0x IaaS services
--

11/24/09 Iowa Telecommunications 1,139.6

4.4x Telecom services

11/3/09 NuVox

1.1x Telecom services

721.8

Key Financials
2011 Rev:

$4,286m

Cash:

$227m

2011 EBITDA:

$1,887m

Debt:

$9,270m

2011 Net Income:

$172m

Market Cap:

$6,659m

Ownership
Publicly Traded.

NasdaqGS:WIN

Institutional Ownership: 52%

Key Comments
While Windstream as been a very aggressive acquirer over the past
few years, pushing its way into the business market, its recent
earnings challenges and restructuring will likely impact future M&A.
The PAETEC and Iowa deals have given Windstreams management
plenty of near-term integration work to focus on, likely limiting the
chances of the company pursuing another $1 billion plus deal
anytime soon.

Key Executives
Jeff Gardner CEO and President
Anthony Thomas - CFO

Going forward, we expect the company to focus on smaller deals


that will be accretive near-term. This may spell out deals that
move it further into managed services or hosting.

www.redcapgroup.com

Communication solutions

39

REDWOOD CAPITAL: SECTOR OVERVIEW

Telecom

IT Services: The Evolving Cloud Service Providers

IKANO
Business Description

IKANO Communications is an IP applications solutions company


specializing in wholesale, retail, and private label ISP services.
Through numerous strategic acquisitions, IKANO has been able to
expand its retail brand platform
Retail - Many of IKANOs largest retail brands were acquired
including DSL Extreme, ISP.com (part of Dialup USA),
Auracom/Interhop (Canada), Amerion and Ohio Hills. DSL Extreme is
the Companys largest retail brand, with a combination of consumer
and business DSL subscribers.
Wholesale - IKANO has approximately 1,000+ wholesale customers.
The Companys typical wholesale customer is a smaller, regional
dialup ISP wishing to leverage IKANOs lower cost, aggregated telco
network.
Private label - Private label is IKANOs original business,
providing branded dialup access, related IP services and branded
billing and call center support to partners and their end users.

Selected M&A Activity


Date

Target

Rev
Mult.

Price

12/1/09 Defender Technologies

Description

--

Hybrid cloud services

3/31/06 DSL Extreme

--

--

Hosted email, web hosting

8/18/05 Dialup

--

--

Wholesale internet services

6/1/05

CookeNET

--

--

dial-up and wireless internet

6/1/05

CompuWise.net

--

--

dial-up and wireless internet

--

--

hosting, website design

3/19/05 Amerion

Key Financials
n/a

Ownership
Privately held. Main investor is Insight Ventures.

Key Comments
Ikanos is a relatively small public company but one that is well
backed financially. Insight Ventures is a major equity holder.
The Company has made a number of small acquisitions in recent
years and we suspect will likely pursue other niche deals in cloud
services, hosted applications and managed services.

Key Executives
George Naspo, President and CEO
Douglas Pollei, VP Internet Strategy and Corp Dev
Shaun Hoggan, Director of Telecommunications

While Ikanos is a small player, they have an attractive business


model and public currency that can be used to consolidate smaller
players that like the ability to continue to participate in their
investment, but as part of a larger story and a public vehicle.

www.redcapgroup.com

40

REDWOOD CAPITAL: SECTOR OVERVIEW

Telecom

IT Services: The Evolving Cloud Service Providers

INTEGRA
Business Description

Selected M&A Activity


Rev

Integra Telecom (Private) provides voice, data, and Internet


communication services. The Company offers:
Voice services such as business lines and conference calling.
Various products spanning the voice and data, private
networking, high-bandwith data transport, and Ethernet
sectors.
Online data storage including back up and data recovery
services.
Integra provides these services via the cloud owns a nationally
acclaimed fiber-optic network that spans a metropolitan area
network of over 160,000 fiber miles.
The Company provides its services throughout the Western United
States and serves more than 200 business communities.

Date

Target

Pric e Mult. Desc ription

10/18/10 National Brands

--

--

Communication services

3/19/07 Eschelon Telecom

707.3

2.4x Communication services

2/7/06

247.3

1.6x Network services

Electric Lightwave

Key Financials
Rev:

N/A

Cash:

N/A

EBITDA:

N/A

Debt:

N/A

Net Income:

N/A

Market Cap:

N/A

Ownership
Private company

Investors icluding Goldman Sachs and Tennenbaum.

Key Comments
Itegra is privately held with investors including Goldman Sachs and
Tennenbaum.

Key Executives

We expect the company to remain acquisitive and to likely add on


new services outside their core network services business.

Kevin OHara CEO and Director

Potential areas of interest could include managed services with a


focus on mid-size enterprises and network support, and cloud
infrastructure offerings.

Jesse Selnick - CFO

www.redcapgroup.com

Jim Huesgen President

41

REDWOOD CAPITAL: SECTOR OVERVIEW

Telecom

IT Services: The Evolving Cloud Service Providers

TDS
Business Description

Selected M&A Activity


Rev

Telephone & Data Systems (NYSE:TDS) operates under three brands:


U.S. Cellular - Provides a range of wireless services,
including pre and post paid service plans, national consumer
plans, business rate plans, smartphone data and messaging
as well as wireless devices.
TDS Telecom Provides voice, Internet, and entertainment
services as well as business solutions. The voice services
include VOIP, voice mail, caller ID and call forwarding.
Suttle-Straus Specializes in corporate communications,
direct mail and advertising materials, specifically for the
Wisconsin and Chicago Markets.
Telephone & Data Systems provides these services through a global
network that spans more than 5.9 million customers and 1.1 million
wireline equivalent access lines.

Date

Target

Pric e Mult. Desc ription

6/28/11 OneNeck IT Services

95.0

2.6x ERP solutions

12/15/10 Team Technologies

47.0

4.7x Data Center Facilities

3/22/10 VISI

18.2

1.6x Internet and cloud services

8/3/09

Union Telephone

--

10/24/08 The State Long Distance


11/30/07 West Point Telephone

--

Telecom services

27.0

--

Telecom services

6.8

--

Telephone and data services

Key Financials
2011 Rev:

$5,181m

Cash:

$810m

2011 EBITDA:

$1,128m

Debt:

$1,531m

2011 Net Income:

$201m

Market Cap:

$2,643m

In 2010 the company acquired VISI, which specializes in internet and


cloud services, including storage, security, and disaster recovery.

Ownership
Publicly Traded. NYSE:TDS
Institutional Ownership:

64%

Key Comments
TDS has pursued a fairly active plan to broaden its services into a
range of related areas include managed services (through OneNeck),
data center facilities (through Team Technologies) and Internet and
cloud services (through VISI).

Key Executives
LeRoy Carlson CEO and President

Kenneth Meyers - CFO

Going forward, we expect TDS to continue its strategy of acquiring


smaller players in new markets to continuing building out their
fairly diversified SMB services capabilities.

www.redcapgroup.com

42

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

SYSTEMS INTEGRATION
Key Points

Integrators are extremely well positioned to


provide managed services and we expect
many SIs to pursue this through a
combination of internal efforts along with
small, selective acquisitions.

Most large integrators have been generating


recurring service revenue for some time. In
particular,
by
selling
their
own
maintenance contracts and supporting
these commitments with their network
operations centers and remote diagnostic
capabilities, many integrators have had
rather
significant
managed
services
businesses for sometime.

However, to truly take ownership of the


customers IT infrastructure and offer the
full range of services, from help desk and
patch management to guaranteed service
levels, many integrators will have to
significantly refine and enhance their
capabilities and staff to compete with the
growing pure-play MSPs.

www.redcapgroup.com

43

REDWOOD CAPITAL: SECTOR OVERVIEW

Systems Integration

IT Services: The Evolving Cloud Service Providers

BLACKBOX

Business Description

Selected M&A Activity


Rev

Black Box (NasdaqGS:BBOX) provides network infrastructure services


for communications systems worldwide.
Its services include design, installation, integration, monitoring, and
maintenance of voice, data, and integrated communications
systems.

Date

Target

10/25/10 LOGOS Communication


10/5/09

Quanta Systems

3/30/09

Scottel Voice & Data

Pric e

Mult.

Desc ription

12.8

1.0x

Communication

---

--

Security

--

Distribution

10/16/07 B&C Telephone

10.7

0.6x

12/21/05 Nextira One

97.3

--

103.1

0.4x

Telecom systems
Network solutions

The company also offers voice communications solutions,


technology product solutions, premises cabling, and other datarelated services, and provides technical support services for its
solutions.

12/20/04 Norstan

LTM (3/31/12) Rev: $1,088m Cash:

$22m

Black Box offers hotline services, consultation, site surveys, design


and engineering, project management, single-site and multi-site
installations, remote monitoring, and certification and maintenance
of voice, data, and integrated communication solutions.

LTM EBITDA:

$97m

Debt:

$180m

LTM Net Income:

NM

Market Cap:

$390m

Black Box offers its services in a global network that serves 141
countries and 175,000 clients across every major industry sector.

Key Financials

Ownership
Publicly Traded.NasdaqGS: BBOX
Institutional Ownership:

99%

Key Comments
While Black Box has not been very acquisitive in recent years, we
believe the Company will need to consider M&A to migrate its
business more into managed services and cloud infrastructure.
Areas we think BlackBox should consider include basic IT managed
services for SMBs to complement its strong integration presence in
this area as well as hosted or managed telephony providers.

Key Executives
Terry Blakemore CEO and President
Michael McAndrew - CFO

Blackbox could also be well suited to building or acquiring a cloud


infrastructure business to offer storage, metered server and other
infrastructure offerings. Many smaller players in the market have
been taking a similar approach and converting many of their existing
customers into customers for this new offering.
www.redcapgroup.com

Communication

44

REDWOOD CAPITAL: SECTOR OVERVIEW

Systems Integration

IT Services: The Evolving Cloud Service Providers

PRESIDIO

Business Description

Selected M&A Activity


Rev

Presidio (Private) designs, develops, deploys and manages


technology infrastructure. The Company has two major components:
Technology solutions Presidio offers solutions such as
unified communications, network security, life cycle data
management and storage, and infrastructure via the cloud.
Implementation Presidio offers management and support
services, resells computer hardware, and offers leasing and
financing solutions for its customer base, which spans
government agencies, colleges, financial institutions and
businesses.
Presidio offers its cloud based services across the continental United
States combining both IT professionals and consulting engineers.

Date

Target

Pric e

2/28/12 Total Convergence


11/1/11 INX

Mult.

Desc ription

--

IT solutions

-155.2

--

IT solutions

10/1/06 Solarcom Holdings

--

--

IT solutions

1/3/06

--

--

Network solutions

Ficomp

Key Financials
2011 Rev:

N/A

Cash:

N/A

2011 EBITDA:

N/A

Debt:

N/A

2011 Net Income:

N/A

Market Cap:

N/A

Private company

Key Comments
Key Executives
Robert Cagnazzi CEO
Rudy Casasola - President

While we expect M&A to continue to be a part of the companys


strategy, we suspect that most targets will likely be players with
specialty strengths in the areas of network integration and
consulting (Such as INX which focuses on Data Center). We would
also expect to see the company look at managed service players
with a focus on mid-size and large enterprises.

www.redcapgroup.com

Infrastructure

--

Ownership

Presidio, owned by American Securities, was built in part through


acquisitions under its previous investor Columbia Capital. After
some hard integration work, Presidio has grown substantially with
revenues likely pushing $1 billion.

0.4x

12/28/09 Coleman Technologies

Ralph Cruikshank - CFO

45

REDWOOD CAPITAL: SECTOR OVERVIEW

Systems Integration

IT Services: The Evolving Cloud Service Providers

FUSION STORM

Business Description

Selected M&A Activity


Rev

Fusion Storm (Private) provides IT consulting services, technology


solutions, and support services. Fusion Storm offers:
Data center consulting this sector provides data center
solutions including servers, storage, client virtualization,
data protection and business continuity.
Business software solutions this sector provides enterprise
content management (ECM) solutions such as content and
process management and disaster recovery.
Security and compliance services this sector offers remote
management as well as secure cloud hosting.
Fusion Storm provides its cloud-based products and services
throughout the United States and is headquartered in San Francisco.
The Company is partnered with over 75 vendors to serve its growing
customer base.

Date

Target

Pric e

Mult.

Global Netoptex

--

--

Hosting

1/5/10

Centriserve

--

--

IT solutions

12/10/09 Adexis

--

--

IT solutions

10/9/06

--

--

IT solutions

--

Digital asset delivery

--

Internet security

Jeskell

10/28/05 Intraware
7/12/05

0.6

BMD Solutions

--

Key Financials
2011 Rev:

NA

Cash:

NA

2011 EBITDA:

NA

Debt:

NA

2011 Net Income:

NA

Market Cap:

NA

Ownership
Private company

Key Comments
FusionStorm has successfully used acquisitions to build out its
expertise in specialty areas and we expect that company to
continue to remain focused on integration work, looking at players
with talents in new areas like virtualization and in new software
application areas.

Key Executives
Daniel Serpico CEO and President
Michael Soja - CFO

The companys growing cloud services areas could also benefit from
M&A, although we suspect it more likely that Fusionstorm will find
it more financially viable to build this business organically than pay
the rather high multiples many early stage cloud players on looking
to get.

www.redcapgroup.com

Desc ription

4/14/10

46

REDWOOD CAPITAL: SECTOR OVERVIEW

Systems Integration

IT Services: The Evolving Cloud Service Providers

INSIGHT ENTERPRISES

Business Description

Selected M&A Activity


Rev

Insight Enterprises (NasdaqGS: NSIT) provides IT hardware,


software, and service solutions to businesses and public sector
clients.
The Companys solutions help enable, manage, and secure their
clients IT environments.
Insight offers solutions for data center, network and security,
unified communications and collaboration, office productivity,
virtualization, mobility, cloud, and data protection domains.
The Companys hardware offerings include desktop, notebook and
tablet, network and power, server and storage, and print and
consumables.
Insight provides software and licensing technology products for
office productivity, virtualization, creativity, and data protection
categories. It also offers a suite of consulting, technical, and
managed services for planning, deployment, operations, warranty,
and maintenance.

Date

Target

Pric e

Mult. Desc ription

9/19/11 Ensynch

13.1

1/24/08 Calence

160.0

7/20/06 Software Spectrum

287.0

0.2x Software provider

4/25/02 Comark

149.6

0.1x Technology products

9/3/01

Action

4/2/98

PlusNet

0.8x IT solutions
--

39.0
--

--

Computer products

--

Internet provider

Key Financials
LTM (3/31/12) Rev: $5,312m

Cash:

$133m

LTM EBITDA:

$196m

Debt:

$140m

LTM Net Income:

$105m

Market Cap:

$690m

Ownership
Publicly Traded.

NasdaqGS: NSIT

Institutional Ownership: 99%

Key Comments
While Insight has not been highly acquisitive, the company is well
positioned to capture a large position in managed services for both
mid-size businesses and large enterprises.
While the company still has a great deal of integration and product
resale business that restrains its margins, its sheer size and number
of customers, as well as its breadth of solutions should allow it to
be a leader in both managed services and cloud infrastructure.
We believe that the company could benefit from a series of
managed services acquisitions that it could use to consolidate the
market of many smaller MSPs and provide greater geographic
presence.

www.redcapgroup.com

Networking solutions

Key Executives
Kenneth Lamneck CEO
Glynis Bryan CFO

47

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

NEW VOICE SERVICES


Key Points

With the ramp in VoIP and hosted telephony


and unified communications, the new voice
services space presents great opportunity
for players that can stitch together a set of
highly integrated solutions.

The small and mid-sized business market


has been much more focused on the uptake
of VoIP services and applications than have
been larger enterprises. As a result, we
suspect that players like cBeyond and 8x8
may have several years to consolidate and
grow their markets before seeing much
encroachment
form
larger
service
providers.

Many smaller CLECs are also looking to add


hosted telephony offerings as well, and may
provide real competitive threats given their
ability to offer a more robust set of
network services to business customers.

www.redcapgroup.com

48

REDWOOD CAPITAL: SECTOR OVERVIEW

New Voice Services

IT Services: The Evolving Cloud Service Providers

CBEYOND

Business Description

Selected M&A Activity


Rev

cBeyond (NasdaqGS:CBEY) utilizes a 100% private all IP network to


provide IT and communication services solely to small businesses
throughout the United States. cBeyond offers the following services:
Local and long-distance voice and voicemail.
Broadband Internet, email, and fax-to-email.
Mobile services, including partnerships with Android and
Blackberry.
Cloud servers, web hosting, file-sharing, and data backup.
cBeyond offers comprehensive communication solutions and
installation support as well as the worlds first entirely VOIP phone
network.
cBeyond utilizes its cloud network to serve over 50,000 small
businesses throughout its service areas that include Atlanta, Boston,
Chicago, Houston, Los Angeles, San Francisco, Miami, and
Washington D.C.

Date

Target

Pric e

11/3/10

MaximumASP

11/3/10

Aretta Communications

Mult.

34.2

--

Hosting solutions

4.1

--

Hosting solutions

Key Financials
2011 Rev:

$485m

Cash:

$9m

2011 EBITDA:

$69m

Debt:

$0m

2011 Net Income:

NM

Market Cap:

$200m

Ownership
Publicly Traded.

NasdaqGS:CBEY

Institutional Ownership: 89%

Key Comments
While likely not to be highly acquisitive, we expect cBeyond to try
to make more application oriented acquisitions to add new services
in telephony and unified communications.
While operating at a relatively strong EBITDA margin, the Company
is still relatively small with a market cap around $200 million, which
will likely cause the company to look at consolidating smaller
players.

Key Executives
James Geiger CEO and President
Robert Fugate - CFO

The potential upside in the Companys stock may position it as a


attractive acquirer in which to take stock.

www.redcapgroup.com

Desc ription

49

REDWOOD CAPITAL: SECTOR OVERVIEW

New Voice Services

IT Services: The Evolving Cloud Service Providers

8x8

Business Description

Selected M&A Activity


Rev

8x8 (NasdaqCM:EGHT) develops and markets telecommunications


services for IP, telephony, and video applications. Core brands
include:
8x8 Virtual Office and Office Pro - Business phone service,
online meetings, Internet faxing and call recording
8x8 Complete Contact Center - Hosted call center solution
8x8 Virtual Room - Flexible video conferencing solution
8x8 IP Trunking - SIP trunking solution
8x8 Virtual Meeting - Flexible web conferencing solution
8x8 Mobiletalk - Mobile solution that reduces cell phone
international calling rates
8x8 acquired Zerigo, a cloud hosting company with a full suite of
self-service offerings enabling its customers to deploy cloud servers,
virtual private servers, geographically-aware DNS and full IPv6
support.

Date

Target

9/12/11 Contactual

Pric e

Mult.

Desc ription

27.7

3.0x

Cloud-based call center solutions

2.0

--

Provides cloud hosting

--

Interaction optimization solutions

6/20/11 Zerigo
7/30/08 Avtex

--

5/19/00 U|Force

45.2

--

Telecom software applications

5/13/99 Odisei

12.7

--

Develops carrier based IP

Key Financials
LTM (12/31/11) Rev: $80m

Cash:

$22m

LTM EBITDA:

$9m

Debt:

$0m

LTM Net Income:

$7m

Market Cap:

$285m

Ownership
Publicly Traded.

NasdaqCM:EGHT

Institutional Ownership: 25%

Key Comments
8x8 has recently made several small acquisitions, mostly notably
Contactual, a hosted contact center player. We suspect that the
company will continue to look for niche add-ons the in the
application space around telephony and unified communications.

Key Executives
Bryan Martin Executive Chairman and CEO
Kim Niederman - President

While 8x8 could benefit from moving to supporting more the IT


needs of its customers, we suspect that the company will likely
remain focused on unified communications related applications.
The Companys Zerigo acquisition, while small, could allow the
company to build a very attractive and complementary cloud
services business.

www.redcapgroup.com

50

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

LARGE PUBLIC IT PLAYERS


Key Points

A number of large players that sell core IT


hardware such as Dell and Best Buy have
actively been building out services
businesses targeting SMBs.

Dell has actually been targeting large


enterprises as well following its acquisition
of Perot Systems several years ago.

HP has made some interesting acquisitions


into the managed print space (acquiring
Printelligent) as it looks to leverage its
position in printers through a managed
services offering in that area.

We expect to see other Large IT equipment


providers such as Staples possibly make
similar moves.

Large copier players like Xerox and Konica,


which have significant field work forces are
also acquiring in managed services as they
realize they need to migrate more into the
core areas of IP (as will Konicas acquisition
of IT MSP All-Covered).

www.redcapgroup.com

51

REDWOOD CAPITAL: SECTOR OVERVIEW

Large Public IT Players

IT Services: The Evolving Cloud Service Providers

DELL

Business Description

Selected M&A Activity


Rev

Dell (NasdaqGS: DELL) provides integrated technology solutions in


the information technology (IT) industry worldwide.
The Company designs, develops, manufactures, markets, sells, and
supports mobility and desktop products, including notebooks,
workstations, tablets, smartphones, and desktop PCs, as well as
servers and networking products.
Dell also offers storage solutions, including storage area networks,
network-attached storage, direct-attached storage, and various
backup systems.
Dell provides IT and business services such as support, managed
deployment, enterprise installation, and configuration services.

Date
1/4/11

Target

Pric e

Mult. Desc ription

SecureWorks

612.0

5.1x Internet security

12/9/10 Compellent Technologies

959.2

6.1x Data storage

7/1/10

Scalent Systems

35.0

--

Infrastructure services

2/11/10 KACE Networks

123.0

--

System management

12.0

--

Data storage

2/9/10

Exanet

9/21/09 Perot Systems

4,101.3

1.4x IT solutions

Key Financials
FY2011 (2/3/12) Rev: $62,071m Cash:

$14,818m

FY2011 EBITDA:

Debt:

$9,254m

Market Cap:

$25,973m

$5,416m

FY2011 Net Income:$3,492m

Dell has a global reach across the United States, Europe, and Asia

Ownership
Publicly Traded. NasdaqGS: DELL
Institutional Ownership: 73%

Key Comments
While Dell continues to struggle with its core business, we believe
that Dell looks to the services business as a way of leveraging its
customers relationships to drive its future growth.
Dell as aggressively acquired its way into the services business, both
for large enterprises (with Perot Systems) and smaller businesses
with Everdreem, Secureworks and other deals.

Key Executives
Michael Dell CEO
Stephen Felice President
Brian Gladden CFO

For future deals in IT services for SMBs, we suspect that Dell will
look to leverage its channel partner networks and look for
businesses with solutions, such as cloud brokering or other cloud
services or application delivery, that could be sold an a resale basis
through its channel.
www.redcapgroup.com

52

REDWOOD CAPITAL: SECTOR OVERVIEW

Large Public IT Players

IT Services: The Evolving Cloud Service Providers

HP

Business Description

Selected M&A Activity


Rev

HP (NYSE: HPQ) provides products, technologies, software,


solutions, and services worldwide. The company is divided into
several main segments:
Personal Systems Group This segment provides personal
computers, workstations, calculators, accessories, software
and service for the consumer market.
Services This segment provides consulting, outsourcing, and
technology services.
Imaging and Printing Group This segment provides printer
hardware, supplies, media and scanning devices.
Enterprise Servers, Storage, and Networking This segment
provides hosting and support for business clients.
HP Software Provides IT software, information management
solutions, and security.
HP is a global company that provides its services throughout the
United States, Europe, and Asia.

Date

Target

Pric e

8/18/11 Autonomy Corp

Mult. Desc ription

11,036.8 11.1x Infrastructure software

5/24/11 Printelligent

--

--

Printing

2/14/11 Vertica Systems

--

--

Analytics

9/13/10 ArcSight

1,654.2

8/26/10 Stratavia

7.7x Internet security

--

8/23/10 3PAR

--

Data center

2,320.1 10.9x Data storage

Key Financials
LTM (4/30/12) Rev: $124,040m Cash:

$8,311m

LTM EBITDA:

$14,745m

Debt:

$30,077m

LTM Net Income:

$5,226m

Market Cap:

$43,047m

Ownership
Publicly Traded. NYSE: HPQ
Institutional Ownership:

78%

Key Comments
HP is, like most large IT players, a very acquisitive company. While
recent turmoil and management changes have slowed its acquisition
activities, we expect that M&A in the services area will be an
import area of deal flow for the company going forward.
Like Dell, HP moved into large enterprise services with its EDS
acquisition and has also been moving into services for SMBs.

Key Executives
Margaret Whitman CEO and Director
Catherine Lesjak - CFO

While the Company had considered selling its computer business,


now that its decided to keep it, we suspect that HP will, like Dell
look to build a services business around the SMB customers for its
equipment to remain competitive and gain a greater share of wallet
and control over customer purchase decisions.
www.redcapgroup.com

53

REDWOOD CAPITAL: SECTOR OVERVIEW

Large Public IT Players

IT Services: The Evolving Cloud Service Providers

BEST BUY

Business Description

Selected M&A Activity


Rev

Best Buy (NYSE: BBY) operates as a retailer of consumer electronics,


computing and mobile phone products, entertainment products,
appliances, and related services in the United States, Europe,
Canada and China.
Best Buy provides computer hardware such as PCs, printers,
monitors, and audio speakers as well as entertainment products
such as televisions, DVD players, and video games.
The Company also has a service component, providing support,
training, and troubleshooting via the Geek Squad service.
The Company operates under many brand names, such as Best Buy,
Best Buy Mobile, The Carphone Warehouse, Five Star, Geek Squad.
Best Buy has over 3000 stores worldwide and 1000 stores in the
United States.

Date

Target

Pric e Mult. Desc ription

11/7/11 Mindshift

167.0

10/13/11 Xingtera

--

6/24/11 Prima Cinema

2.5

5/24/11 Valencell

5.5

12/20/10 Zeo

12.3

9/15/08 Napster

--

IT services

--

Communication

--

Movie streaming

--

Monitoring solutions

3.0x Sleep management

137.0

0.6x Online music

Key Financials
LTM (3/3/12) Rev: $50,705m

Cash:

$1,199m

LTM EBITDA:

$3,295m

Debt:

$2,208m

LTM Net Income:

NM

Market Cap:

$6,616m

Ownership
Publicly Traded.NYSE: BBY
Institutional Ownership:

81%

Key Comments
Best Buys acquisition of Mindshift, an IT managed services provider
for SMBs was a clear signal to the market that the services element
will be critical for anyone looking to compete in the IT space for
small and mid-size businesses.
Assuming the Mindshift deal goes well, and Best Buy weathers the
difficult retail climate, we expect the company to continue building
a broad services business which could include other offerings
including cloud services, online back-up and hosted apps.
There are several MSPs that focus particularly on SOHO customers
(like ITOK and Plumchoice) and would be excellent to allow Best
Buy to leverage its core business and sell these services through
large service providers with SOHO business customers.
www.redcapgroup.com

Key Executives
George Mikan Interim CEO
James Muehlbauer CFO

54

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

IT DISTRIBUTION
Key Points

Distributors have been wrestling with how


to leverage their extensive channels to
move into higher margin offerings such as
managed services, technology integration,
and hosted offerings. A few deals have
been done to date (Arrow / Shared
Technologies, and CDW /Berbee) but these
have been rather modest, relative to the
overall scale of these distributors.

The potential conflict with channel partners


presents a real concern for the viability of
distributors moving into businesses dealing
directly with the end-customers.

Hosted and managed service offerings that


can be sold on a resale basis through
channel partners could be the right
approach. Examples could include cloud
infrastructure (cloud servers, VDI, etc) or
hosted applications such as hosted
exchange and web hosting.

www.redcapgroup.com

55

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Distribution

IT Services: The Evolving Cloud Service Providers

ARROW
Business Description

Selected M&A Activity


Rev

Arrow Electronics (NYSE:ARW) distributes products, services, and


solutions to industrial and commercial users of electronic
components and enterprise computing solutions worldwide. The
company is comprised of two business segments:
Global Components - Distributes electronic components,
semiconductors, electromechanical devices, Broadcom-based
components, and interconnect products, including specialty
wire solutions. This segment also offers online component
design, e-commerce, and reverse logistics services.
Global Enterprise Computing Solutions Distributes
enterprise and midrange cloud computing products, services
and solutions. Provides security, storage, and backup.
Arrow provides its cloud-based products and services through a
global network that spans more than 53 countries and 120,000
worldwide businesses.

Date

Target

Pric e

4/3/12 Altimate Group

64.1

Mult.

Desc ription

0.1x

IT solutions

2/27/12 Asset Recovery

--

--

Security/Recovery

1/18/12 TechTurn

--

--

Lifecycle management

8/8/11 Chip One Stop

90.7

6/27/11 Seed International


12/6/10 DIASA

1.6x

Online distribution

17.0

--

Online distribution

132.8

0.4x

Online distribution

Key Financials
2011 Rev:

$21,390m

Cash:

$740m

2011 EBITDA:

$1,056m

Debt:

$2,281m

2011 Net Income:

$599m

Market Cap:

$4,280m

Ownership
Publicly Traded. NYSE:ARW
Institutional Ownership:

96%

Key Comments
While Arrow made a couple bold moves into the telephony
integration market with its acquisitions of Shared Technologies and
Cross Telecom, we suspect that the company may take some time
to digest these before considering other deals in this area.
As for future M&A, we think Arrow like the other distributors is
extremely well positioned to provide a range of hosted applications
to third party MSPs, VAR and integrators.
The cloud brokerage
model would be an excellent technology play to facilitate this and is
effectively a distribution play in itself, consistent with Arrows
historical position in the food chain.

www.redcapgroup.com

Key Executives
Michael Long Chairman, CEO and President
Paul Reilly - CFO and EVP of Finance & Operations

56

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Distribution

IT Services: The Evolving Cloud Service Providers

AVENET
Business Description

Selected M&A Activity


Rev

Avnet (NYSE:AVT) distributes electronic components, enterprise


computer and storage products, and embedded systems throughout
the Americas, Europe, Asia, and Oceania. The company is comprised
of two distinct business segments:
Electronics Marketing Markets and sells semiconductors,
electromechanical devices, and embedded products to a
weide variety of industries. This segment also offers services
to evaluate, design, and procure electronics.
Technology Solutions Markets and sells mid-to-high end
servers, data storage, and software products as well as the
services to implement them. This segment also focuses on
cloud computing technology and system integration.
Avnet provides its clients with cloud-based technology and services
through a global network that spans more than 100,000 businesses
around the world.

Date

Target

Pric e

Mult.

Prospect Technology

--

--

Resells ICs

5/17/11

Amosdec

--

--

Distribution/Storage

10/4/10

Eurotone Electric

3/29/10

Bell Microproducts

--

3/13/2008 Horizon Technology

--

Online distribution

613.9

0.2x

Online distribution

162

0.3x

Distribution/Integration

Key Financials
LTM (3/31/12) Rev: $26,312m

Cash:

$940m

LTM EBITDA:

$1,082m

Debt:

$2,118m

LTM Net Income:

$672m

Market Cap:

$5,316m

Ownership
Publicly Traded. NYSE:AVT
Institutional Ownership:

96%

Key Comments
While Avenets M&A has remained focused on distribution, we
believe the company has been looking at various opportunities for
moving into hosting including cloud brokerage.
Avnet also has a position in integration space for SMB customers
through its solutions group. While the company could also pursue
M&A more aggressively in this area, to date it has not and we
suspect may focus on organic growth.

www.redcapgroup.com

Desc ription

8/1/11

Key Executives
Richard Hamada CEO and President
Raymond Sadowski - CFO

57

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Distribution

IT Services: The Evolving Cloud Service Providers

INGRAM MICRO
Business Description

Selected M&A Activity


Rev

Ingram Micro (NYSE:IM) distributes IT products and supply chain


solutions worldwide.
Its service offering combines IT peripheral products such as printers,
scanners, content software creation and hosting, and many more.
The Company also offers various systems such as rack, tower, and
blade servers in addition to business application software to
increase supply chain efficiency.
Ingram Micro provides hosting, managed, cloud, and mobility
activation services and is the largest technology distributor in the
world. The Company offers its cloud based services throughout 26
different countries and over 1300 businesses.

Date

Target

Pric e

12/22/10 Arete Sistemas

7.1

--

HP solutions

11/27/09 Computacenter Distribution

4.9

--

Distribution

4/29/09 Vantex Technology Distribution


1/2/08

13.0

Paradigm Distribution

2.7

6/13/07 DBL Distributing

96.0

7/12/05 AVAD

200.0

--

RFID/Tracking

0.3x Distribution
1.0x Home electronics

2011 Rev:

$36,329m

Cash:

$936m

2011 EBITDA:

$521m

Debt:

$392m

2011 Net Income:

$244m

Market Cap:

$2,871m

Publicly Traded. NYSE:IM


Institutional Ownership: 97%

Key Comments

www.redcapgroup.com

0.2x Distribution

Key Financials

Ownership

Ingram Micro has had a very limited M&A effort over the past few
years, especially for a company of its scale. We suspect that this
limited acquisitiveness will likely continue to be they case as the
company continues to operate in a difficult climate.

Mult. Desc ription

Key Executives
Alain Monie CEO and President
William Humes CFO and COO

58

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Distribution

IT Services: The Evolving Cloud Service Providers

CDW
Business Description

Selected M&A Activity


Rev

CDW (Private) provides IT products and services to business,


government, education and healthcare customers. The Company has
three primary segments:
Hardware - The Companys hardware products comprise
network communications, notebooks/mobile devices, data
storage, video monitors, printers, desktops and servers.
Software The software segment is comprised of licensing,
licensing management, and software services that help its
customers optimize their software investments.
Configuration The Company offers configuration services
for computer devices to integrated solutions, such as
virtualization, collaboration, security, mobility, data center
optimization, and cloud computing.
CDW offers its services throughout the United States and Canada.

Date

Target

Pric e

10/12/06 Berbee Information


11/8/03 Micro Warehouse

Mult.

Desc ription

184.0

0.5x

IT solutions

22.0

--

Online retailer

Key Financials
2011 Rev:

$9,602m

Cash:

$100m

2011 EBITDA:

$676m

Debt:

$4,345m

2011 Net Income:

$17m

Market Cap:

N/A

Ownership
Private company with public debt profile

Key Comments
While CDW made a splash with its acquisition of data integration
Berbee in 2006, the Company has yet to follow up with further M&A.
As a privately held portfolio company of private equity firm Madison
Dearborn, with suspect the company is unlikely to pursue any
material M&A.

Key Executives
Thomas Richards CEO and President
Ann Ziegler CFO and SVP

As the Madison Dearborn acquisition is now about 5 years old, its


likely that the Companys owners are more focused on exiting the
business in the next few years and not likely to make any
acquisitions that do not show very near term accretion.

www.redcapgroup.com

59

REDWOOD CAPITAL: SECTOR OVERVIEW

IT Services: The Evolving Cloud Service Providers

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.

New York

Los Angeles

Baltimore

885 Third Avenue


25th Floor
New York, NY 10022
Telephone:
+1 212 508 7100
Fax:
+1 212 508 7102

10900 Wilshire Blvd


Suite 300
Los Angeles, CA 90024
Telephone:
+1 310 696 4001
Fax:
+1 310 507 0263

503 Albemarle Street


Baltimore, MD 21202
Telephone:
+1 410 775 5060

London

Geneva

The Cobalt Building


19-20 Noel Street
London W1F 8GW
Telephone:
+44 (20) 7763 5800
Fax:
+44 (20) 3031 1233

17 rue du Cendrier
1202 Geneva
Switzerland
Telephone:
+41 (22) 839 72 47
Fax:
+41 (22) 839 72 49

_________________________
Copyright 2009 Redwood Capital Group LLC. This report is published solely for informational purposes and is not to be construed
as an offer to sell or the solicitation of an offer to buy any security. The information herein is based on sources we believe to be reliable but is not guaranteed by us and we assume no liability for its use. Any opinions expressed herein are statements of our judgment on this date and are subject to change without notice.

www.redcapgroup.com

60

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