SaaS acquisitions multiples update

VMWare is being acquired by Broadcom, which means we have another software M&A comp. Alongside multiples of publicly traded SaaS companies, public SaaS acquisitions are some of the most relevant you can look at for deriving SaaS revenue multiples. These transactions are all cash, the financials are public and audited, and these are all control transactions so the data is about as pure as it gets. Below is the data for all public SaaS company acquisitions since 2021.

Only 11 exits. There have only been 11 public companies acquired since December 2020. Acquisitions of this size don’t happen often. Note that we have incomplete data for one of those companies (FireEye) because as part of the acquisition, a material subsidiary called Mandiant was spun-off ($400mm revenue of $941mm combined revenue), so we do not have all the data for FireEye as a standalone subsidiary.

Capped price. The median acquisition price of these companies was $10.7bln. There’s a lesson here: there are only so many acquirers that can spend billions in cash and/or company stock to make acquisitions. Once you get to $5bln+ in valuation, the universe of corporate acquirers (Salesforce, Microsoft, Adobe) and private equity firms (Thoma Bravo, KKR, Clearlake) that can afford you shrinks, such that IPO becomes the primary viable option. And of course, SaaS IPO’s don’t grow on trees (there were 40 in 2021). There have been no SaaS IPO’s in 2022 as the market is frozen — sellers can’t agree on valuation with institutional buyers that are needed to buoy an IPO. Internal down rounds and flat are coming for all those bullshit “unicorns”.

8x revenue. The businesses on median traded for 6.5x trailing twelve month revenue of $869mm with YOY growth of 17%. While that growth may sound low, it’s pretty impressive for companies with nearly $1bln of revenue, so any multiple discount from slower growth should be more than offset by the premium these companies receive for size and the fact that these are control investments. Another learning: it’s fun to raise money from VC at 20x revenue, but recognize that the likelihood of keeping such a high multiple at acquisition is low. It takes a lot of growth to make up for the overpayment and achieving a good return. We always recommend keeping dilution low by taking the money you need at a reasonable valuation as opposed to too much capital at a high valuation. That’s how you avoid down-rounds and restructurings.

No burn. The EBITDA burn of these companies relative to revenue was pretty negligible with a median 5% EBITDA margin.

Private equity is leading the way. Of the 11 acquisitions shown, only 2 were made by a strategic (Salesforce and Broadcom). All the rest were made by private equity, with Thoma Bravo actually making 4 of the acquisitions. Again, there are very few firms that can afford a multi-billion dollar acquisition. Not surprisingly, the highest multiple of the group is Salesforce’s, paying 33x revenue for Slack.