The 451 2011 Tech Banking Review

FEBRUARY 2 0 1 2
AN ALYZING T HE B USINESS
OF E NTER P R ISE I T INNOVATI ON
Tech M&A
Banking
Review
2011
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ABOUT THE 451 M&A KNOWLEDGEBASE

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estimates of valuations for key unannounced private transactions with linkage to our
proprietary analysis of deal rationales and the outlook for additional related transactions.
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II
TECH M&A BANKING REVIEW 2011
TABLE OF CONTENTS
SECTION 1: REPORT INTRODUCTION & OVERVIEW
1.1 SPENDING AND ACTIVITY BOTH UP AGAIN IN 2011 . . . . . . . . . .
1
2
FIGURE 1.1: Technology Advisory At A Glance: US Advisory

In 2011 By Deals And Dollars . . . . . . . . . . . . . . . . 3
FIGURE 1.2: Technology Advisory At A Glance: US Advisory In 2011
By Deals And Dollars . . . . . . . . . . . . . . . . . . . 4
SECTION 2: BANKING LANDSCAPE
FIGURE 2.1: Expected Changes In Investment Banking Landscape:

Banker Survey . . . . . . . . . . . . . . . . . . . . . 6
FIGURE 2.2: Expected Change In Pipeline Of Sell-Side M&A Mandates,
2006-2011 . . . . . . . . . . . . . . . . . . . . . . 6
2.1 M&A ADVISORY MARKET SHARE BY CATEGORY: BOUTIQUES
CONTINUE TO TAKE MARKET SHARE FROM BULGE BANKS . . . . . . .
FIGURE 2.3: M&A Advisory Market Share By Investment

Bank Category 2011 . . . . . . . . . . . . . . . . . . . 7
FIGURE 2.4A: Investment Bank Market Share: Advised Spending
By Bank Category 2008-2011 . . . . . . . . . . . . . . . 8
FIGURE 2.4B: M&A Advisory Market Share By Investment Bank Category . . 8
SECTION 3: ADVISING ON DEALS THAT REALLY MATTER
FIGURE 3.1: Whos Selling To Whom: Sell-Side Advisers To The

Big 10 In 2011 . . . . . . . . . . . . . . . . . . . . . 9
FIGURE 3.2: Advisers To Three Or More VC-Backed Targets In 2011 . . . . 9
Using This Report And The 451 M&A Knowledgebase
To Help Select The Right Deal Advisers . . . . . . . . . . . . .10
SECTION 4: TOP TECH DEALMAKERS 2011
11
FIGURE 4.1: Leading Advisers To US IT Transactions By Deal Value . . . . 11

FIGURE 4.2: Leading Advisers To US IT Transactions Ranked
By Number Of Deals . . . . . . . . . . . . . . . . . . . 11
III
SECTION 5
12
5.1 SECTOR LEADERS 2011: APPLICATION SOFTWARE, INFORMATION

MANAGEMENT & INFRASTRUCTURE MANAGEMENT . . . . . . . . . 12
5.2 SECTOR LEADERS 2011: INTERNET CONTENT & COMMERCE . . . . . . . 13
5.3 SECTOR LEADERS 2011: IT OUTSOURCING & BUSINESS SERVICES . . . . 14
5.4 SECTOR LEADERS 2011: MOBILITY . . . . . . . . . . . . . . . . 15
5.5 SECTOR LEADERS 2011: SECURITY & ENTERPRISE NETWORKING . . . . . 16
5.6 SECTOR LEADERS 2011: SEMICONDUCTORS . . . . . . . . . . . . . 17
5.7 SECTOR LEADERS 2011: STORAGE, SYSTEMS & MEDIA TECHNOLOGIES . . 18
5.8 SECTOR LEADERS 2011: HOSTED SERVICES . . . . . . . . . . . . . 19
SECTION 6: MORE INFORMATION ON THE TECH M&A

BANKING REVIEW
IV
20
SECTION 1
Report Introduction & Overview
As expected, the list of top 10 advisers by deal
value in our 2011 tech banking league table was
dominated by the bulge-bracket banks. Most
of the notable names in tech banking retained
their top 10 status, with little shuffling among
the rankings. A couple of new banks cracked
the top 10 list in our 2011 tech banking league
table, but the first- and second-place finishers
remained unchanged from 2010.
ABOUT THE TECH M&A

BANKING REVIEW
The core objective of the Tech M&A
Banking Review is to help buyers
and sellers identify financial advisers
that have experience in relevant
markets, which should make for
a more efficient deal. The report
draws on data from The 451 M&A
KnowledgeBase, a transactions
database that focuses exclusively on
the IT and communications sectors.
The KnowledgeBase tracks 30,000
M&A deals that are searchable by
more than 600 technology segments,
enabling industry professionals to
identify advisers that have worked
on comparable transactions in
those sectors. Additionally, the
KnowledgeBase provides analysis
of important enterprise IT deals
and offers proprietary estimates of
undisclosed deal value or trailing
revenue for key transactions.
Morgan Stanley was again the number one

adviser to US technology deals by both number
and value of deals. The number of transactions Morgan Stanley advised on (30) remained
unchanged from 2010; however, the total value
for those deals rose nearly 20% to $39bn last
year. Meanwhile, Goldman Sachs, which took
the number two seat in our league table, advised
on 22 transactions in 2011 worth a total deal
value of $32bn. As it did in the previous year,
Morgan Stanley worked six of 2011s 10 largest
transactions, while Goldman Sachs had a hand
in just four. But both of the top two banks had
their own strengths. Morgan Stanley dominated software advisory, while Goldman Sachs
topped security and networking. Wed note that our ranking was built from data using
only US-based targets, excluding telecommunications, where deals were announced in
2011, rather than completed. Advised deal value and volume includes aggregated buyand sell-side credits.
Qatalyst Partners, the bulge boutique led by Frank Quattrone, is again to be lauded as a
top 10 firm. In 2010, Qatalyst landed in the lower half of the top 10, but it catapulted to
the number three position in 2011. The firm advised on 18 deals worth a total $31.8bn,
placing the bank just $250m shy of Goldmans total advised value. The leading boutique
banks boost last year came from working two of 2011s largest transactions: Googles
$12.5bn purchase of Motorola Mobility in August and Texas Instruments $6.5bn reach
for National Semiconductor in April. In all, Qatalyst led the rankings in both the mobility
and semiconductor sectors.
Barclays Capital retained its fourth-place position thanks to its work on Motorola Mobilitys sale to Google. Whats notable is that Barclays nearly doubled its workload in both
volume and value, working eight deals worth $15bn in 2010 and 14 transactions valued
at $28bn in 2011. Bank of America Merrill Lynchs rank also remained unchanged at
number five, with 22 deals worth slightly more than $25bn.
Lazard, which was absent from 2010s top 10, ranked sixth, due almost entirely to
its work on the Motorola Mobility sale (almost 95% of its $13.1bn total is attributable to advising Google on that transaction). Credit Suisse Securities slid one notch to
the seventh position, although its $12.8bn worth of advisory credits was up slightly
from 2010s total. Centerview Partners, a newcomer to the top 10 list, finished less than
$200m behind Credit Suisse, despite working only two deals the entire year. JP Morgan
tumbled six positions from its 2010 rank to land in ninth place, a continued fall from
2009, when the firm led the rankings by advised deal value. Citigroup Global Markets
took a more modest drop, dipping from the ninth position in 2010 to tenth in 2011. JP
Morgan and Citigroup each advised on only one of the top 10 tech transactions of 2011.
1.1 SPENDING AND ACTIVITY BOTH UP AGAIN IN 2011

Overall spending and deal volume in tech M&A for all deals, including telecom and
regardless of whether or not an adviser was involved, were both on the upswing again
in 2011, although the spike was not as dramatic as it was in 2010. Spending rose 17%
to $219.2bn, up from $186.6bn in 2010. The number of transactions in 2011 ticked
up 13% to 3,696 from the 3,261 we saw in 2010. Focusing specifically on US-based
targets (excluding telecom), the gains were a bit more modest, with spending up 11% to
$115.2bn and deal volume up 7% to 2,055.
In our annual 451 Research Tech Banking Outlook Survey of senior bankers, conducted
in December 2011, we asked bankers about their pipeline in 2012, and two-thirds
expected an increase in sell-side mandates, down from 84% the previous year.
FIGURE 1.1: TECHNOLOGY ADVISORY AT A GLANCE: US ADVISORY IN 2011 BY

DEALS AND DOLLARS ($M)
BANK CATEGORY
Boutique
Midmarket
Bulge Bracket
Bulge Boutique
30
Morgan Stanley
$38,967
Goldman Sachs
$32,124
JP Morgan
20
Bank of America
$25,236
Credit Suisse
Qatalyst Partners
$31,875
Houlihan Lokey
TOTAL ADVISED DEALS
Deutsche Bank
Jefferies
Pagemill
Americas Growth Capital
15
GCA Savvian
Signal Hill
Barclays
$27,790
UBS
Evercore
RBC Capital Markets
Morgan Keegan
Petsky Prunier
William Blair
Raymond James
10
Stifel Nicolaus Weisel

Needham
Citigroup
BMO Capital Markets

Wells Fargo
Jordan Edmiston
Montgomery
Robert W. Baird
KippsDeSanto
ArchPoint
5
N/A
$0
Moelis
Madison Park Group
Healthcare Growth Partners
$5,000
$10,000
$15,000
$20,000
TOTAL KNOWN DEAL VALUE ADVISED ($M)
FIGURE 1.2: TECHNOLOGY ADVISORY AT A GLANCE: US ADVISORY IN 2011

BY DEALS AND DOLLARS ($M)
BANK CATEGORY
Boutique
Midmarket
Bulge Bracket
Bulge Boutique
Corum
Sagent
St. Charles Capital

ThinkEquity
Spurrier Capital Partners
DecisionPoint
Berkery Noyes
Harris Williams
TOTAL ADVISED DEALS
GrowthPoint Technology
Software Equity Group
Pacific Crest
Q Advisors
Oppenheimer
$959
Lazard
$13,166
Morgan Joseph TriArtisan

The McLean Group
Gridley
Cogent Growth Partners
Lincoln International
LUMA Partners
Ernst & Young

$654
Mooreland
CHILDS Advisory Partners
Bowen Advisors
BB&T
Headwaters
Craig-Hallum
Janney Montgomery Scott
Portico Capital
Triple Tree
Canaccord Genuity
Boston Meridian
WWC Securities
Catapult Advisors
N/A
$0
$100
$200
$300
$400
$500
TOTAL KNOWN DEAL VALUE ADVISED ($M)

The graphic is limited to banks that advised on three or more transactions announced in 2011. Space limitations do not allow
us to display the many other advisory firms that participated in less than three technology M&A transaction in 2011.
SECTION 2
Banking Landscape
The number of investment banks advising on at least one US tech transaction in 2011
hit an all-time high of 197, a 20% jump from the prior year. However, established tech
banks shouldnt be afraid of what at first glance seems like an influx of tech advisers.
While we did see a number of new names pop up on our list of financial advisers, the
majority 88 of these firms printed only one tombstone in 2011. To us, this reads
as either lifestyle firms that were satisfied with doing only one deal per year, or that
the one tech transaction each of these banks announced was a simple one-time move
outside of their core industry focus. We wouldnt be surprised if many of these firms
dont announce any technology prints in 2012. In fact, tech bankers overall expect the
number of boutique banks to dwindle this year. In our latest Banking Outlook Survey,
60% of respondents said they expect an increase in the failure or shutdown of boutiques
in 2012, while only 6% expected a decrease.
There were some success stories, however. Headwaters MB, which renewed its tech
practice in late 2010, announced seven deals in 2011. And after a quiet 2010, Boston
Meridian printed three transactions last year. LUMA Partners, which was founded in
2010 and worked two deals that year, announced a half-dozen transactions in 2011.
And new bank CODE Advisors, which was formed in early 2010 and announced its first
deal at the end of the year, announced another transaction last year. Although it hasnt
yet announced an advisory credit, another new entrant is La Honda Advisors, set up by
David Ketsdever, former head of tech investment banking at Cowen and Company.
As we saw a number of new entrants, we also witnessed a sprinkling of consolidation in the industry. In December 2011, Duff & Phelps announced that it would acquire
Palo Alto, California-based boutique investment bank Pagemill Partners to expand its
own tech practice. More recently, in January, Raymond James & Associates announced
that it was buying Morgan Keegan, which itself had picked up tech boutique Revolution Partners in December 2008. And although not technically an acquisition, all four
bankers of Newforth Partners M&A team have joined Woodside Capital Partners.
FIGURE 2.1: EXPECTED CHANGES IN INVESTMENT BANKING LANDSCAPE:

BANKER SURVEY
2011
2010
Withdrawal of top-20 banks
from tech banking
Failures or shutdowns of boutiques
Entry of new boutique startups

Acquisitions of US boutiques
by larger banks
Acquisitions of US boutiques
by non-US firms
Entry to US market
by non-US banks
Mergers among boutiques
of similar size
IPOs of US or non-US
investment banks
Percentage of bankers
saying activity:
-100%
-75%
-50%
-25%
25%
50%
Will decrease
75%
100%
Will increase
Source: The 451 Tech Banking Outlook Survey, December 2011
FIGURE 2.2: EXPECTED CHANGE IN PIPELINE OF SELL-SIDE M&A MANDATES,

2006-2011
2006
2007
2008
2009
2010
2011
INCREASE
84%
70%
39%
68%
84%
64%
INCREASE 25%+
58%
31%
9%
39%
37%
33%
DECREASE
4%
13%
34%
19%
2%
12%
Source: The 451 Tech Banking Outlook Survey, 2006-2011
2.1 M&A ADVISORY MARKET SHARE BY CATEGORY: BOUTIQUES

CONTINUE TO TAKE MARKET SHARE FROM BULGE BANKS
In 2011, boutique and bulge boutique banks together took a 10% market share from the
bulge bracket, while full-service banks share remained relatively unchanged. The top
20 busiest banks, which are comprised of players from all banking categories, advised
on 91% of 2011 deal flow by value, up from 86% in 2010. Altogether, some 197 banks
advised on at least one transaction in 2011 46 more than in 2010. A total of 126
boutique banks advised on at least one tech deal in the US in 2011, up from 96 the
previous year. Boutique-advised transactions accounted for a total of $14.6bn worth of
deals, or 14% of the total value of advised acquisitions.
We divide the banking market into four main categories: bulge, full-service midmarket,
bulge boutique and boutique.
Bulge bracket After shooting up to a 74% market share in 2009, this groups share
shrank to 66% in 2010, and fell again in 2011 to 57%, the sectors lowest share ever.
Full-service midmarket The segments share fell to13%, its average over the past five
years.
Boutiques Banks in this sector advised on 304 transactions, 30 more that in 2010 and
110 more than in 2009.
Bulge boutiques These high-profile advisory firms posted the most dramatic increase
of the year, resulting in these six non-bulge banks taking a 16% market share.
FIGURE 2.3: M&A ADVISORY MARKET SHARE BY INVESTMENT BANK CATEGORY
2011 ($B)
Boutique (96)
$14.6
Bulge Bracket
(9)
$60.3
$17.2
Bulge Boutique (6)
$13.1
Full-Service
Midmarket (40)
FIGURE 2.4A: INVESTMENT BANK MARKET SHARE: ADVISED SPENDING BY BANK

CATEGORY 2008-2011
Full-Service
Midmarket
Bulge Bracket
Bulge Boutique
Boutique
80%
74%
70%
Percent of Market Share
69%
66%
60%
57%
50%
40%
30%
20%
10%
10%
6%
0%
16%
15%
14%
9%
2008
11%
10%
10%
14%
12%
6%
2009
2010
2011
FIGURE 2.4B: M&A ADVISORY MARKET SHARE BY INVESTMENT BANK CATEGORY

2008
2009
2010
2011
BOUTIQUE
11%
6%
10%
14%
BULGE BOUTIQUE
6%
11%
10%
16%
FULL-SERVICE MIDMARKET
14%
9%
15%
12%
BULGE BRACKET
69%
74%
66%
57%
Definitions:
Bulge Bracket: Bank of America, Barclays, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, Morgan
Stanley, JP Morgan, UBS
Bulge Boutiques: High-end boutiques Blackstone, Evercore, Greenhill & Co., Lazard, Moelis, Qatalyst
Full-Service Midmarket: Midmarket broker-dealers
Boutiques: Small firms focusing wholly or in large part on M&A advisory
SECTION 3
Advising On Deals That Really Matter
This section of the Tech M&A Banking Review lists bankers that assisted sellers of technology
companies within certain important categories in the past year. The tables below include:
t Investment banks that helped sell companies to the large and active acquirers on 451
Researchs Big 10 list.
t Bankers advising VC-backed sellers.
As with all of the information in this report, we provide this data to help sellers and buyers
make more informed decisions when choosing investment bankers.
FIGURE 3.1: WHOS SELLING TO WHOM: SELL-SIDE ADVISERS TO THE BIG 10 IN 2011
CISCO
Boston Meridian, RBC Capital Markets
DELL
Bank of America, Deutsche Bank, JP Morgan
EMC
America's Growth Capital
GOOGLE
Centerview Partners, Barclays, GCA Savvian, Headwaters,

Peter Solomon, Qatalyst Partners, Sikich Investment Banking
HEWLETT-PACKARD
Bank of America, Citigroup, Goldman Sachs, JP Morgan,

Jefferies, Qatalyst Partners, UBS
IBM
Credit Suisse, Goldman Sachs, Jefferies, Qatalyst Partners,

Shea & Company. Union Square Advisors
MICROSOFT
Goldman Sachs, JP Morgan
ORACLE
Morgan Keegan, Morgan Stanley, Portico Capital
SAP
Morgan Stanley
YAHOO
Evercore, GCA Savvian (2), LUMA Partners
Note: Global targets, including telecommunications

Source: The 451 M&A KnowledgeBase
FIGURE 3.2: ADVISERS TO THREE OR MORE VC-BACKED TARGETS IN 2011

GrowthPoint Technology
Pacific Crest
ArchPoint
JP Morgan
Pagemill
Arma Partners
Jefferies
Piper Jaffray
Bank of America
Jordan Edmiston
Qatalyst Partners
Canaccord Genuity
Montgomery
Raymond James
Corum
Mooreland
Redwood Capital
Deutsche Bank
Morgan Keegan
Signal Hill
Evercore
Morgan Stanley
Spurrier Capital Partners
GCA Savvian
Needham
Stifel Nicolaus Weisel
Goldman Sachs
Oppenheimer
ThinkEquity
USING THIS REPORT AND THE 451 M&A KNOWLEDGEBASE

TO HELP SELECT THE RIGHT DEAL ADVISERS
Getting good deals done in the IT sector is a complicated process. The number
of potential acquirers is often large and diverse. The technology landscape itself
is complex and volatile, with new technologies and business models periodically
disrupting the market. The entry of private equity (PE) and international buyers adds
further complexity.
A major objective of the Tech M&A Banking Review is to assist buyers and sellers
in choosing appropriate banking or legal advisers for their technology transactions.
Buyers and sellers also can do their own research on advisers in The 451 M&A KnowledgeBase, the transactions database that provides the data used in this report.
Here are some ways to use this report and the KnowledgeBase to find advisers with
relevant experience:
t Find bankers or attorneys with experience in specific sectors: Locating advisers
experienced with the ins and outs of a specific sector is one of the most impor tant
tasks for a buyer or seller. 451 Research takes great care in assigning transactions
to our more than 600 sector categories. Use our sector tables in this report to find
top advisers by sector. Use the KnowledgeBase for more customized research, as
illustrated in the final bullet point below.
t Identify advisers experienced in dealing with key disruptive technologies
and business models: In addition to tracking transactions by sector, the
KnowledgeBase can guide advisers to companies that follow certain business
models or industry themes that are not industry segments, per se. For example,
the KnowledgeBase tracks acquired companies that employ open source or SaaS
business models or whose offerings are related to cloud computing or regulatory or
financial compliance.
t Find professionals who have worked with key acquirers or on signature deals:
A seller targeting a big-name acquirer is likely to benefit from working with a
banker or attorney whos been up the learning curve with that buyer in the past.
Within a matter of minutes, the KnowledgeBase can generate a list of advisory
firms that have advised sellers to Microsoft, Google, Cisco or any other acquirer.
t Roll your own search using the KnowledgeBase: Use the database to generate
a list of advisers that have worked on PE-related deals or have advised VC-backed
sellers. Look for advisers for any combination of more than 600 sectors and
subsectors, geographies, date ranges and vertical markets ranging from travel to
healthcare. Or find advisers to small, large or midsized deals, to transactions that
had earnout arrangements, or to all-stock or all-cash acquisitions.
In sum, while this report offers a snapshot of deal adviser activity, The 451 M&A
KnowledgeBase offers hundreds of additional ways to slice and dice the data in order
to locate the most appropriate bankers in the complex world of IT M&A.
10
SECTION 4
Top Tech Dealmakers 2011
FIGURE 4.1: LEADING ADVISERS TO US IT TRANSACTIONS BY DEAL VALUE
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
VALUE ($M)
NUMBER
2010 RANK
Morgan Stanley
$38,967
30
Goldman Sachs
Qatalyst Partners
Barclays
Bank of America
Lazard
Credit Suisse
Centerview Partners
JP Morgan
$32,124
$31,875
$27,790
$25,236
$13,166
$12,815
$12,672
$12,085
23
18
14
22
4
19
2
20
2
10
4
5
11
6
29
3
Citigroup
UBS
Houlihan Lokey
Jefferies
Deutsche Bank
RBC Capital Markets
Evercore
Blackstone
Wells Fargo
Peter Solomon
Moelis
$8,645
$7,822
$7,086
$6,191
$4,872
$4,611
$4,374
$3,160
$3,048
$2,551
$1,946
9
15
18
16
17
13
14
2
8
2
6
9
7
26
12
8
13
20
18
41
N/A
62
FIGURE 4.2: LEADING ADVISERS TO US IT TRANSACTIONS RANKED BY

NUMBER OF DEALS
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
NUMBER
VALUE ($M)
2010 RANK
Morgan Stanley
30
$38,967
Goldman Sachs
Bank of America
JP Morgan
Credit Suisse
Qatalyst Partners
Houlihan Lokey
Deutsche Bank
Jefferies
UBS
GCA Savvian
Pagemill
Barclays
Evercore
RBC Capital Markets
Signal Hill
Morgan Keegan
Raymond James
William Blair
23
22
20
19
18
18
17
16
15
15
15
15
14
14
13
13
12
10
10
$32,124
$25,236
$12,085
$12,815
$31,875
$7,086
$4,872
$6,191
$7,822
$538
$290
$290
$27,790
$4,374
$4,611
$115
$478
$1,870
$480
2
5
24
13
31
12
15
3
17
9
7
6
20
60
27
10
28
18
8
11
SECTION 5
5.1 SECTOR LEADERS 2011: APPLICATION SOFTWARE, INFORMATION
MANAGEMENT & INFRASTRUCTURE MANAGEMENT
TOP DEALMAKERS BY DEAL VALUE
NUMBER
2010
RANK
$14,005
13
Bank of America
$8,771
Barclays
$8,254
JP Morgan
$6,266
Citigroup
$5,145
N/A
RBC Capital
Markets
$4,545
12
Credit Suisse
$4,401
10
UBS
$3,000
Blackstone
$3,000
17
10
Goldman Sachs
$2,826
2010
RANK
13
$14,005
Credit Suisse
10
$4,401
RBC Capital
Markets
$4,545
52
Barclays
$8,254
13
Bank of America
$8,771
BMO Capital
Markets
$1,035
65
Morgan Keegan
$448
28
$20
500
$10
450
2009
2010
2011
Pagemill
$31
JP Morgan
$6,266
8
1
*Advisers ranked by number of deals advised,

then (in case of a tie) by total deal value of those deals.
400
100%
80%
80%
60%
60%
40%
40%
20%
20%
0%
2009
2010
2011
0%
SECTOR MEDIAN MULTIPLES*

Median multiple for advised targets
Morgan Stanley
Value of deals
VALUE
($M)
$2,826
550
PERCENT OF TRANSACTIONS WITH AT

LEAST ONE ADVISER ON EITHER SIDE
NUMBER
$30
100%
Goldman Sachs
600
$0
TOP DEALMAKERS BY DEAL VOLUME
10
$40
3.5
6.0
3.0
5.0
2.5
4.0
2.0
3.0
1.5
2.0
1.0
2009
2010
2011
1.0
*Multiple of deal value / TTM revenue
12
Number of deals
Morgan Stanley
650
Median multiple for non-advised targets
Value of deals ($B)
VALUE
($M)
Number of deals
M&A TREND
$50
5.2 SECTOR LEADERS 2011: INTERNET CONTENT & COMMERCE

2010
RANK
Morgan Stanley
$4,298
Goldman Sachs
$2,920
Peter Solomon
$2,551
NA
Evercore
$2,270
10
UBS
$2,230
JP Morgan
$1,728
36
Qatalyst Partners
$1,248
NA
Allen & Co.
$1,079
14
Bank of America
$902
10
Deutsche Bank
$688
38
2010
RANK
GCA Savvian
$28
15
Evercore
$2,270
22
Morgan Stanley
$4,298
UBS
$2,230
21
JP Morgan
$1,728
16
Qatalyst Partners
$1,248
NA
Bank of America
$902
Montgomery
$280
38
Petsky Prunier
NA
10
Deutsche Bank
$688
38
$12
450
$9
400
$6
350
$3
300
2009
2010
2011
250

100%
Value of deals
VALUE
($M)
500
$0

NUMBER
$15
Number of deals
NUMBER
100%
80%
80%
60%
60%
40%
40%
20%
20%
0%
2009
2010
2011
Number of deals
VALUE
($M)
Value of deals ($B)
M&A TREND
0%

5
2.5
2.0
1.5
1.0
0.5
2009
2010
2011

3.0
13
5.3 SECTOR LEADERS 2011: IT OUTSOURCING & BUSINESS SERVICES

NUMBER
2010
RANK
Citigroup
$2,980
Bank of America
$2,904
11
Goldman Sachs
$2,840
Houlihan Lokey
$2,254
18
Morgan Stanley
$950
UBS
$855
Credit Suisse
$816
Stifel Nicolaus
Weisel
$431
23
Raymond James
$397
15
10
Jefferies
$386
13
Value of deals ($B)
VALUE
($M)
$20
500
$16
450
$12
400
$8
350
$4
300
$0
2009
2010
2011
250

VALUE
($M)
2010
RANK
$2,254
16
KippsDeSanto
$233
Robert Baird
$268
Citigroup
$2,980
Jefferies
$386
Lincoln
International
$290
28
Signal Hill
$115
N/A
Cogent Growth
Partners
N/A
N/A
Bank of America
$2,904
10
Goldman Sachs
$2,840

100%
80%
80%
60%
60%
40%
40%
20%
20%
0%
2009
2010
2011
0%

1.5
1.5
1.2
1.2
0.9
0.9
0.6
0.6
0.3
0.3
2009
2010
2011
Houlihan Lokey
100%
Value of deals
NUMBER
Number of deals
14
Number of deals
M&A TREND
5.4 SECTOR LEADERS 2011: MOBILITY

Qatalyst Partners
$12,740
Barclays
$12,500
N/A
Centerview
Partners
$12,500
N/A
Lazard
$12,500
N/A
Harris Williams
$415
N/A
Wells Fargo
$415
N/A
Morgan Stanley
$104
N/A
Houlihan Lokey
$45
Northland
Securities
$45
N/A
10
Headwaters
$42
N/A
Qatalyst Partners
$12,740
Barclays
$12,500
N/A
Centerview
Partners
$12,500
N/A
Lazard
$12,500
N/A
Harris Williams
$415
N/A
Wells Fargo
$415
N/A
Morgan Stanley
$104
N/A
Houlihan Lokey
$45
Northland
Securities
$45
N/A
10
Headwaters
$42
N/A

$12
80
$8
70
$4
60
2009
2010
2011
50

100%
Value of deals
2010
RANK
90
100%
80%
80%
60%
60%
40%
40%
20%
20%
0%
2009
2010
2011
0%
VALUE
($M)
$16
$0

NUMBER
100
Number of deals
2010
RANK
Number of deals
NUMBER
10
2009
2010
2011
VALUE
($M)
Value of deals ($B)
M&A TREND
$20
15
5.5 SECTOR LEADERS 2011: SECURITY & ENTERPRISE NETWORKING
2010
RANK
Goldman Sachs
$2,487
Jefferies
$1,300
30
Bank of America
$612
14
JP Morgan
$225
Boston Meridian
$210
N/A
Houlihan Lokey
$162
24
Blackstone
$160
N/A
Morgan Stanley
$89
ArchPoint
$82
N/A
10
KPMG
$72
N/A
VALUE
($M)
2010
RANK
$2,487
Boston Meridian
$210
N/A
Jefferies
$1,300
12
JP Morgan
$225
Houlihan Lokey
$162
27
America's
Growth Capital
$35
Bowen Advisors
N/A
N/A
Bank of America
$612
Blackstone
$160
N/A
10
Morgan Stanley
$89
$12
90
$8
60
$4
30
2009
2010
2011

100%
Value of deals
NUMBER
Goldman Sachs
120
$0
$16
100%
80%
80%
60%
60%
40%
40%
20%
20%
0%

2009
2010
2011
0%

5
20
16
12
2009
2010
2011
150
Number of deals
NUMBER
Value of deals ($B)
VALUE
($M)
$20
Number of deals
M&A TREND

**Median multiple for unadvised targets unavailable for 2010
16
5.6 SECTOR LEADERS 2011: SEMICONDUCTORS

Qatalyst Partners
$15,048
N/A
Goldman Sachs
$13,859
Morgan Stanley
$11,983
Credit Suisse
$5,170
N/A
Houlihan Lokey
$4,319
12
Barclays
$4,220
10
Bank of America
$3,635
N/A
UBS
$1,399
N/A
JP Morgan
$1,194
10
Needham
$679
2010
RANK
Qatalyst Partners
$15,048
N/A
Needham
$679
Pagemill
$157
Goldman Sachs
$13,859
Morgan Stanley
$11,983
Houlihan Lokey
$4,319
15
UBS
$1,399
N/A
JP Morgan
$1,194
Credit Suisse
$5,170
N/A
10
Barclays
$4,220
13
$24
100
$18
80
$12
60
$6
40
2009
2010
2011
20

100%
Value of deals
VALUE
($M)
120
$0

NUMBER
$30
Number of deals
2010
RANK
100%
80%
80%
60%
60%
40%
40%
20%
20%
0%

2009
2010
2011
Number of deals
NUMBER
0%

2.5
2.5
2.0
2.0
1.5
1.5
1.0
1.0
0.5
0.5
2009
2010
2011
VALUE
($M)
Value of deals ($B)
M&A TREND

**Median multiple for unadvised targets unavailable for 2010
17
5.7 SECTOR LEADERS 2011: STORAGE, SYSTEMS

& MEDIA TECHNOLOGIES
NUMBER
2010
RANK
$5,360
Goldman Sachs
$5,240
30
Morgan Stanley
$4,770
JP Morgan
$1,800
Jefferies
$1,282
10
Atlas Advisors
$1,200
N/A
SunTrust
Robinson
Humphrey
$1,200
N/A
Credit Suisse
$600
N/A
Wells Fargo
$600
N/A
10
Deutsche Bank
$520
N/A
$16
160
$12
120
$8
80
$4
40
$0
2009
2010
2011


NUMBER
VALUE
($M)
2010
RANK
$5,360
Goldman Sachs
$5,240
30
America's
Growth Capital
$125
15
Morgan Stanley
$4,770
JP Morgan
$1,800
Jefferies
$1,282
UBS
$306
Houlihan Lokey
$82
11
Pagemill
$70
16
10
GrowthPoint
Technology
$6
21
*Advisers ranked by number of deals

100%
80%
80%
60%
60%
40%
40%
20%
20%
0%
2009
2010
2011
0%

3.0
Bank of America
Value of deals
100%
3.0
advised,
2.5
2.5
2.0
2.0
1.5
1.5
1.0
1.0
0.5
2009
2010
2011
0.5
18
Number of deals
Bank of America
200
Value of deals ($B)
VALUE
($M)
$20
Number of deals
M&A TREND
5.8 SECTOR LEADERS 2011: HOSTED SERVICES

NUMBER
2010
RANK
Bank of America
$3,052
N/A
Morgan Stanley
$2,768
N/A
Barclays
$2,500
Goldman Sachs
$1,952
N/A
Credit Suisse
$1,400
N/A
Deutsche Bank
$782
N/A
JP Morgan
$552
N/A
Wells Fargo
$552
14
Raymond James
$230
N/A
10
Bank Street
Group
$167
10
75
$8
60
$6
45
$4
30
$2
15
$0
2009
2010
2011
Number of deals
VALUE
($M)
Value of deals ($B)
M&A TREND
$10

VALUE
($M)
2010
RANK
Morgan Stanley
$2,768
N/A
Deutsche Bank
$782
N/A
Stifel Nicolaus
Weisel
$95
17
Bank of America
$3,052
N/A
Barclays
$2,500
Goldman Sachs
$1,952
N/A
Credit Suisse
$1,400
N/A
D.H. Capital
$100
RBC Capital
Markets
N/A
10
JP Morgan
$552
100%
Value of deals
NUMBER
100%
80%
80%
60%
60%
40%
40%
20%
20%
0%
2009
2010
2011
Number of deals
0%
*Advisers ranked by number of deals advised, then (in case of a tie) by total deal value of those deals.
**Transactions included in hosted services include colocation, content delivery networks, disaster recovery,
Internet peering, managed hosting and Web hosting.
19
SECTION 6
More Information On The Tech M&A Banking Review
t This 451 Research report covers all IT-related M&A transactions announced but not
necessarily closed between January 1, 2011 and December 31, 2011 that involve the
purchase of 50.1% or more of targets based in the US. It does not cover joint ventures,
spinoffs or minority investments unless the transaction involves the purchase of a majority
of a company.
t Data is drawn from The 451 M&A KnowledgeBase, a proprietary database of roughly 30,000
IT and telecom deals from 2002 to present.
t This report focuses only on the IT segment, which includes the full range of products and
services such as hardware, software, IT services, technology-enabled outsourcing, and
Internet e-commerce and content companies. It does not include telecom carriers, telecom
service providers or telecom hardware or software vendors. Our definition of IT does not
include categories like electromechanical equipment, biomedical equipment or life sciences.
t Transactions are valued as of the date of the deal announcement, and in the case of
mergers, deal value is based on the company that is the target of the transaction. Earnouts
or other contingent payments not assured at the time of announcement are not included in
the deal value.
t Each adviser is given credit for the full value of the transaction advised. Both merger
advisory and fairness opinion credits are included; however, a given adviser that provides
both merger advisory and fairness opinion for a deal is given only a single credit for that
transaction.
t Total deal value numbers in this report include proprietary estimates prepared by 451
Research for some transactions. The KnowledgeBase includes hundreds of deal value and
TTM revenue estimates prepared by our analysts and validated with sources close to the
deal. Transactions with no officially announced or estimated value are, of course, included
in all deal counts.
t 451 Research is committed to offering the industrys most accurate, granular and
comprehensive review of technology M&A advisory activity. To ensure that we have
complete coverage of all investment banks, our researchers have contacted each advisory
firm at least twice to identify or validate our records of that firms advisory credits. Further,
we have invited each firm to include us on its regular mailing list so that we can keep
advisory data current in the KnowledgeBase. We can only ensure inclusion of advisory
credits that are submitted to us before midnight PST on the last day of the period being
measured (e.g., for our next annual report, midnight PST on December 31, 2012). The Tech
M&A Banking Review reflects the 451 Research teams best efforts to gather, compile and
classify transaction data; any errors of omission or commission are unintended. For more
information on how to contribute advisory information, please contact Adam Phipps at
adam.phipps@ 451research.com or (415) 989-1555 x106.
20
The 2011 Tech M&A Banking Review was compiled and written by a team led by Adam
Phipps that also included Ben Kolada, Brian Satterfield and other 451 Research M&A
analysts. A special thanks to the 45-plus analysts from 451 Research and Tier1 Research
who write hundreds of deal analyses every year, help validate estimated deal values and
assist the M&A team in classifying acquired companies into the correct industry categories.
21

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FEBRUARY 2 0 1 2

ABOUT 451 RESEARCH

451 Research, a division of The 451 Group, is a leading global analyst

20 West 37th Street, 6th Floor

37-41 Gower Street

140 Geary Street, 9th Floor

125 Broad Street, 4th Floor

451 RESEARCH: M&A KNOWLEDGEBASE

ABOUT THE 451 M&A KNOWLEDGEBASE

To request more information or

TECH M&A BANKING REVIEW 2011

FIGURE 1.1: Technology Advisory At A Glance: US Advisory

SECTION 2: BANKING LANDSCAPE

FIGURE 2.1: Expected Changes In Investment Banking Landscape:

FIGURE 2.3: M&A Advisory Market Share By Investment

SECTION 3: ADVISING ON DEALS THAT REALLY MATTER

FIGURE 3.1: Whos Selling To Whom: Sell-Side Advisers To The

SECTION 4: TOP TECH DEALMAKERS 2011

FIGURE 4.1: Leading Advisers To US IT Transactions By Deal Value . . . . 11

451 RESEARCH: M&A KNOWLEDGEBASE

5.1 SECTOR LEADERS 2011: APPLICATION SOFTWARE, INFORMATION

SECTION 6: MORE INFORMATION ON THE TECH M&A

TECH M&A BANKING REVIEW 2011

ABOUT THE TECH M&A

Morgan Stanley was again the number one

1.1 SPENDING AND ACTIVITY BOTH UP AGAIN IN 2011

TECH M&A BANKING REVIEW 2011

FIGURE 1.1: TECHNOLOGY ADVISORY AT A GLANCE: US ADVISORY IN 2011 BY

TOTAL ADVISED DEALS

Stifel Nicolaus Weisel

BMO Capital Markets

TOTAL KNOWN DEAL VALUE ADVISED ($M)

451 RESEARCH: M&A KNOWLEDGEBASE

FIGURE 1.2: TECHNOLOGY ADVISORY AT A GLANCE: US ADVISORY IN 2011

St. Charles Capital

Spurrier Capital Partners

TOTAL ADVISED DEALS

Morgan Joseph TriArtisan

Ernst & Young

Janney Montgomery Scott

TOTAL KNOWN DEAL VALUE ADVISED ($M)

TECH M&A BANKING REVIEW 2011

451 RESEARCH: M&A KNOWLEDGEBASE

FIGURE 2.1: EXPECTED CHANGES IN INVESTMENT BANKING LANDSCAPE:

Failures or shutdowns of boutiques

Entry of new boutique startups

Source: The 451 Tech Banking Outlook Survey, December 2011

FIGURE 2.2: EXPECTED CHANGE IN PIPELINE OF SELL-SIDE M&A MANDATES,

Source: The 451 Tech Banking Outlook Survey, 2006-2011

TECH M&A BANKING REVIEW 2011

2.1 M&A ADVISORY MARKET SHARE BY CATEGORY: BOUTIQUES

Bulge Boutique (6)

451 RESEARCH: M&A KNOWLEDGEBASE

FIGURE 2.4A: INVESTMENT BANK MARKET SHARE: ADVISED SPENDING BY BANK

Percent of Market Share

FIGURE 2.4B: M&A ADVISORY MARKET SHARE BY INVESTMENT BANK CATEGORY

TECH M&A BANKING REVIEW 2011

Boston Meridian, RBC Capital Markets

Bank of America, Deutsche Bank, JP Morgan

America's Growth Capital

Centerview Partners, Barclays, GCA Savvian, Headwaters,

Bank of America, Citigroup, Goldman Sachs, JP Morgan,

Credit Suisse, Goldman Sachs, Jefferies, Qatalyst Partners,

Goldman Sachs, JP Morgan