Business Services M&A
Business Services Reports

2016 Reports

Q4 INDUSTRY UPDATE

Q4 2016 Business Services Report

2016 RECAP

In our 2016 outlook published at this time last year, we forecasted the Business Services industry to grow modestly in 2016, with the IT Services segment expected to be a strong force in the middle market, as entire industries transition to cloud computing and focus on digitizing their businesses. We expected Specialty Consulting to remain strong as well, with companies looking to improve operations and reduce inefficiencies.

Now that 2016 is complete, we can conclude that IT Services did in fact have a strong year, with our public basket posting a 10.3% average stock price increase, buoyed by a 9.6% Q4 increase (see chart on page 9). Top performers included ManTech International Corporation (39.72% increase) and Unisys Corporation (35.29% increase). The segment also produced 135 transactions, which was fourth among all Business Services segments.

As for Specialty Consulting, 2016 generated a 19.6% increase in our public basket, with a 10.5% Q4 increase driving strong growth for this segment as well (see chart on page 9). Navigant Consulting’s stock rose 63.01% in 2016, and ICF International spiked 55.23%. The Specialty Consulting segment finished third for Business Services segments in terms of transaction volume, with 224 deals announced in 2016. This segment has seen considerable consolidation over the past several years.

KEY Q4 TRANSACTIONS

December saw the announcement of a major IT outsourcing transaction, with the technology research and advisory firm Information Services Group’s (ISG) acquisition of Alsbridge. The move will form a 1,300-person firm with revenues targeted at $285-$300 million in 2017. ISG now will serve more than 700 clients and is expecting to gain $7 million in efficiencies over the first 18 months following the acquisition.

Another significant Q4 deal was Optiv Security being acquired by KKR. Optiv, which previously announced plans for an IPO, shifted gears when it received an offer from the prestigious PE group. Optiv is a leader in cyber security services segment, which was one of the hottest areas for M&A and investment in 2016 and is expected to continue to be hot in 2017.

Finally, Everyday Health, Inc., a provider of digital health marketing and communications solutions, entered into a merger agreement with Ziff Davis, LLC, a digital media company focused on the tech, gaming and lifestyle industries. Marketing service companies including digital advertising and media are expected to see substantial growth in the coming years.

DIGITAL ADVERTISING AGENCIES ARE POISED FOR 2017 GROWTH

With the large amount of digital opportunities available to companies through the internet, mobile and other mediums, marketing service companies and digital advertising agencies are looking to help clients differentiate their messaging to their users. By combining those digital opportunities with the enormous availability of data from users including detailed demographic data and location data, companies now are drowning in this ever-changing environment to reach their customers. Mobile has been, and is expected to be, the key frontier to understand…

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Q3 INDUSTRY UPDATE

Business Services M&A Report - Q3 2016

Industrial Services: A Hotbed of Investment Interest

The bread and butter of the business services industry is the continuous desire for many businesses to outsource non-core services. There is no place more exemplified by this trend than the industrial services segment, especially industrial services that are mission critical. In Q3 2016, we saw heightened activity by private equity and strategics in industrial service consolidations. As valuations are uncertain in the marketplace, “smart money” is looking for stable and growing businesses that have a recurring-revenue nature. Industrial services that are mission critical regardless of economic cycles fit the bill.

Rethinking Education Services After ITT Tech

With more than 35,000 students left without degrees and over 100 campus closures, the abrupt closing of ITT Technical Institute (ITT Tech) has left a large void in the education services arena. For-profit schools have struggled in recent years as the U.S. Department of Education has increased scrutiny over their practices and decreased their ability to receive federal aid. ITT Tech was not the only company impacted by this change in landscape. Both University of Phoenix and DeVry University have lost students due to recent allegations of misleading students. With the apparent failure of for-profit schools, the question being asked by the market is where these student will go to be educated.

Education technology has raised its hand as the natural solution. The failures of for-profit schools’ large investments in brick and mortar locations, poor education standards and generalized education programs can be solved by Ed Tech’s focus on innovative learning technology, data-driven student engagement and highly tailored education curriculums. In fact, outsourced learning has become a key opportunity for enterprises to retain employees. In the past, many students from for-profit schools left their previous jobs in order to pursue other careers. Now, enterprises are able to keep their employees, even if they desire different positions that require different skillsets, by partnering with Ed-Tech companies that provide tailored learning programs.

This shift in education is not a new trend; however, it is coming to fruition as students and learners are realizing that “old-school” programs are not always the best solutions for their education. Investments in Ed-Tech companies have continued to multiply as institutional capital and large strategic companies realize that students and learners need new methods to engage with education. Middle-market education companies are expected to see increased unsolicited interest, especially companies that are on the forefront of transforming the ways students learn through technology.

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Q2 2016 Business Services M&A ReportSDR is continually improving our quarterly reports in order to provide the most beneficial information to our clients and friends. In this quarter, we have restructured the previously titled “Professional Services” report to be more inclusive of the overall “Business Services” industry. Moving forward, SDR will track and report on the overall Business Services industry that includes the majority of the Professional Services segments.

Q2 INDUSTRY UPDATE

The Business Services industry was highly active in Q2 2016 with over 400 transactions announced. Many strategic companies expanded through bolt-on acquisitions, and larger middle-market PE groups added platform investments. Of note, Facility Services and Industrial Services saw continued consolidation as large strategics took advantage of their fragmented markets. Public company performance in Business Services was mixed as the uncertainty of Brexit affected groups that service the U.K. market. However, the strong tailwinds of enterprises continuing to outsource key functions of their businesses are expected to continue to drive demand for the overall Business Services industry.

The Reality of Technology-as-a-Service

As the adoption of technology in the Business Services industry gains further traction, firms in the middle market are finding significant competitive advantages by implementing technology that enables a more efficient service to their customers. Now more than in the recent past, Business Services companies are utilizing technology to deliver their core service, decreasing the number of employees and assets that are needed, and creating a more scalable business model. Premiums are being paid for service organizations that are able to create the coveted tech-enabled service model. In Q2 2016, a few transactions highlighted the allure of tech-enabled acquisitions by both strategic companies and private equity groups.

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Industry Overview

Professional Services Transactions by Segment - Q1 2016Much like the rest of the market this quarter, Professional Services transactions declined in Q1 2016 compared to Q1 of 2015, with the number of deals decreasing by 6.7%. Though there was a decrease from 2015’s record transaction levels, there remains robust M&A activity in the Professional Services industry. Specifically, IT Services accounted for a large percentage of M&A activity in Professional Services, as firms are acquiring technical expertise to expand their service offerings. IBM’s transformation by acquisition continued with its recent purchases of front-end design and creative services businesses. Although larger IT Services firms did not make significant acquisitions this quarter, many of them, including Accenture and Computer Sciences Corporation, have indicated that acquisitions will be a key part of their growth strategies in 2016.

Moreover, the Consulting/Legal/Accounting segment saw a significant uptick in both private placements and M&A activity this quarter. Most notable is private equity’s recent interest in the consulting space. Previously an industry that private equity avoided due to its high reliance on key partners, consulting firms now are completing transactions with private equity partners. The most recent example of this trend is the acquisition of Ankura Consulting Group, a management consulting and expert services firm, by Madison Dearborn Partners, a leading PE firm with over $18 billion of capital.

Adding to the activity in the Professional Services industry is the concern of upcoming regulatory changes by the Department of Labor (DOL). More specifically, the Investment Advice segment is expected to be impacted by the DOL’s imposition of a broadly applied legal fiduciary standard, placing additional pressure on broker-dealers and other financial services firms that provide retirement and other advice. As such, the Investment Advice segment has seen related M&A activity ahead of those possible changes, such as AIG’s Advisor Group’s acquisition by Lightyear Capital and PSP Investments. It appears likely that M&A activity related to these upcoming regulatory changes for the Investment Advice sector will continue through 2016.

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2015 Reports

Industry Overview

U.S. Professional Services M&A ActivityAfter an exceptional start to 2015, M&A activity for Professional Services continued to grow in Q4, with total transaction value increasing by a booming 40%. IT Services remained the most active segment of late, as firms such as IBM and HP continued to acquire cloud storage providers and bet big on hybrid cloud capabilities. In an effort to establish expertise in growing industry verticals, Q4 also saw continued consolidation of consulting firms by industry leaders. Accenture, a global leader in consulting services, spent over $850 million on acquisitions in 2015 and plans to continue heavy acquisition activity in 2016, outlining nearly a billion dollars in future acquisitions. Private equity also made key acquisitions in Consulting Services, as more and more Consulting firms develop recurring revenue businesses that are attractive to a fund looking for leveraged buyouts.

Low interest rates, strong corporate balance sheets, and large amounts of available cash helped fuel a record year for M&A in Professional Services. Although acquisitions increased by 1% over 2014 levels, overall transaction value surpassed its six year high, topping $68.8B at the end of 2015. Easy access to capital and firms eager to capture niche expertise were key drivers for M&A. Professional Services firms looked to acquire expertise and to leverage social, mobile, analytics and the cloud to help their clients transform their enterprises into a digital businesses.

The outlook for Professional Services M&A is shaping up to be less robust, yet still strong, in 2016. Thanks to a rebounding economy, Professional Services is predicted to grow slightly in the coming months as companies look to expand their technological capabilities. The IT Services sector is again expected to be a strong force in the middle market as entire industries transition to cloud computing and digitize their businesses. Strong corporate profits will continue to drive Consulting Services as companies explore improving operations inefficiencies and gain competitive advantages through proprietary technology and business models. Investment Advice activity is also expected to pick up in the coming months as financial institutions shed non-core, capital-intensive services deemed risky by regulators.

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Industry Overview

US Professional Services M&A ActivityIn the past twelve months, the Professional Services Industry has vastly outperformed the S&P 500, even after accounting for the large overall market decrease in the last quarter. M&A activity in Professional Services also has outpaced other industries, with 2015 trending towards a record high for the number of Professional Services transactions.

Two key macro drivers of this growth are the low unemployment rate in the United States, which has forced companies to utilize outsourced resources due to the lack of internal talent, and strong corporate profits, which are allowing companies to spend to improve operating efficiencies. With no end in sight regarding these two factors, SDR expects Professional Service firms that provide a focused expertise to benefit greatly from overall market trends.

Additionally, new regulatory changes will continue to drive consolidations. For example, Apex Companies, LLC recently acquired InterTech Environmental & Engineering, an environmental-management firm specializing in the oil and gas sector. In anticipation of new regulations from the Environmental Protection Agency (EPA), environmental consulting companies are consolidating with engineering firms. New regulations are expected to restrict methane emissions for the oil and natural gas industries and impose emissions control regulations in other industries. This vertical integration allows environmental-consulting firms to leverage knowledge about land use, energy efficiency and emissions regulations while also building expertise in construction and renewable-energy sources.

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Industry Overview

US Professional Services M&A Transactions by QuarterRecurring service offerings and industry-focused solutions continue to be dominant themes in the Professional Services industry, particularly in the Consulting and IT services arenas. Traditional Consulting firms have long desired to increase recurring and niche, industry-specific revenue, and have utilized M&A in recent quarters to do so. Specifically, in June 2015, NTT Data, a global IT services company, acquired Carlisle & Gallager Consulting Group in order to expand its financial services practice. Although NTT Data previously had a focus on financial services, NTT found that it needed to extend its industry capabilities through an acquisition. As these large firms look to expand vertical expertise, Professional Service firms purely focused on a specific industry will continue to be attractive M&A targets.

Technology innovation has also become a requirement in high growth Professional Service firms. Technology solutions have enabled companies to be more efficient with their highly valuable personnel and have driven industry growth in the recent quarter. Solutions that utilize technology not only provide professional firms with a recurring revenue stream but also make firms highly desirable in the M&A market. Leading firms like Accenture and CGI have recently stated in their outlook that technology-enabled solutions will be a key differentiator going forward.

With both the M&A market and the public market in Professional Services thriving, middle market companies are expected to benefit from these tailwinds through the end of the year.

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Industry Overview

US Professional Services M&A ActivityM&A deal flow within the professional services industry remained relatively stable throughout Q1 2015 as compared to Q4 2014. Both insurance brokerage and IT services showed improved deal flow activity in Q1 2015. The insurance brokerage sector’s increase in transactional activity was mainly due to the expansion of car, life and most notably, health insurance coverage. Premiums for family health insurance coverage increased 3% over 2013 averages to $16,834 in 2014. As a result of these rising prices, consumers are increasingly shopping around when choosing a provider. Due to this strong surge of demand for private exchanges, major brokers such as Towers Watson and London-based Aon have seen a rise in share price of 20% and 21%, respectively, over the past year.

IT services have also continued to experience increased M&A deal flow this quarter. Deal activity this quarter has mainly been instigated by the heightening growth prospects of Software as a Service (SaaS), particularly cloud computing software. This trend is causing a shift in demand from traditional IT systems and services to more integrated software solutions. Industry forecasts estimate as high as $78.43B in SaaS revenue will be generated in 2015, increasing to $132.57B in 2020, and attaining a compound annual growth rate (CAGR) of 9.14%. Moreover, Cisco predicts that by 2018, 59% of the total cloud workload will be SaaS. This forecast has resulted in many new opportunities for IT consulting and training services, as enterprise customers increasingly seek integration of these emerging technologies. As a result, the professional services industry will continue to drive high levels of cross-sector acquisitions of IT companies. One need look no further than the Atos acquisition of Xerox’s IT outsourcing business for $1.1B. Xerox divested its IT outsourcing business to focus on its core Business Process Outsourcing (BPO) operations, while Atos gained access to Xerox’s blue chip clients.

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2014 Reports

Industry Overview

Professional Services M&A Transactions by QuarterLed by increased demand for insurance brokerage services, the professional services industry witnessed healthy Q4 growth and continued high levels of M&A activity. The real estate sector continues to gain confidence, as consumer demand and the construction industry regain their footing post-economic downturn, albeit at a slowed pace relative to 2013. Conducive credit markets, growing consumer and corporate spending, an improving housing market, and rising average selling prices promise increased demand for real estate companies in the upcoming years. IT services continued to dip in Q4, largely due to IBM’s 20% stock price drop this quarter, caused by 2015 revenue forecast drops and difficulty transitioning to new cloud computing technologies. However, overall IT sector performance remains stable due to high corporate demand for IT services. Additionally, the professional services trend of bundling services is continuing to prompt high levels of cross-sector acquisitions of IT companies, as revealed by the 123 IT transactions in Q4 2014.

Insurance brokerage witnessed high levels of growth at the close of 2014, largely due to rising car sales, homeownership, and employment as well as the proliferation of online services. The human resources, consulting/legal/accounting, and investment advice sectors grew mildly in Q4, led by gradual mounting of corporate and consumer demand. Overall, growing corporate profits have led to increased demand for all professional services, particularly those that are affected by technological advances and new government regulation, and high company valuations continue to reflect this growing demand in the M&A market.

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Industry Overview

Professional Services M&A Transactions by QuarterThe drop of corporate profits by 0.3% between the second quarter 2013 and 2014 prompted an industry slowdown and decline in stock prices across the professional services industry in the third quarter of 2014. Despite this deceleration, the rapid evolution of business technologies and recent increase in healthcare regulation promise a greater need for professional services throughout 2014 and years to come.

Rising business and consumer spending continue to promote M&A activity in the professional services industry. IT Services and Consulting/Legal/Accounting continue to lead in number of transactions, as these companies seek to acquire expertise in high-growth areas, particularly healthcare and energy. The massive acquisition of the healthcare IT company Trizetto by Cognizant Technology Solutions for $2.7 billion is evidence of this trend. The traditionally highly-fragmented professional services industry continues to witness increased levels of cross sector acquisitions as the demand for bundled services and “one-stop shopping” grows. This trend can be partially attributed to the growing role of technology in the industry, particularly Business Intelligence, Cloud, Security, and Big Data services.

Although total transactions are slightly less in Q3 than the past two quarters of 2014, the professional services industry can expect continued growth in Q3 in number of deals and amount of capital invested. Middle market companies are projected to have greatest access to this capital while large and small companies will continue to seek growth through acquisition.

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Industry Overview

Professional Services M&A Transactions by SegmentAn increase in corporate profits and the need for companies to be more efficient with resources have increased the demand for professional services in the first half of 2014. Many corporations are experiencing topline growth in 2014, but do not have the necessary resources to capitalize on this growth; thus, companies are increasing its use of outsourced professional services.

In the deal space, IT Consulting and Consulting/Legal/Accounting continue to lead transactions, as these companies look to acquire additional expertise. Both the insurance brokerage and real estate services industries are experiencing consolidation as long time owners look to take advantage of the seller friendly environment. Additionally, there has been an increase in cross sector acquisitions as professional service firms expand offerings to customers. For example, SDR has observed an increase in accounting firms acquiring consulting and IT services firms.

There may be headwinds for professional services firms as the macro-economy is projected to have decreased growth for the balance of 2014. Acquirers will remain active as they continue to be able to access significant amounts of leverage. Large corporations, as seen by transaction activity, will continue to look for substantial growth to differentiate themselves from their competitors.

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