Altair Believes the Sale Process Was Poorly Timed
and Flawed and that There is No Imperative to Sell the Company
Proposed Transaction with Vista Significantly
Undervalues the Company
Sends Open Letter to Fellow Avalara
Shareholders
SANTA
ROSA, Calif., Sept. 8,
2022 /PRNewswire/ -- Altair US, LLC ("Altair" or
"we"), a pre-IPO angel investor in Avalara, Inc. (NYSE: AVLR) (the
"Company" or "Avalara") and one of the Company's largest
shareholders, today announced its strong opposition to the sale of
Avalara to Vista Equity Partners ("Vista"). Altair also released an
open letter to fellow Avalara shareholders explaining why Altair
will vote against the transaction.
"Altair is extremely disappointed that the Avalara Board of
Directors decided to throw in the towel amid modest headwinds and
sell this rapidly growing and successful company at this volatile
time in the capital markets and global economy, especially after
running a limited and flawed sale process," said Richard H. Bailey, Managing Director of Altair
US. Mr. Bailey continued, "Most importantly, the negotiated price
does not come close to compensating Avalara's owners for the
Company's huge potential. We are enthusiastic about the Company's
prospects and, like other Avalara investors, are willing to weather
temporary headwinds to gain the benefit of the Company's extremely
bright future."
The full text of Altair's letter to its fellow Avalara
shareholders is below:
September 8, 2022
Dear Fellow Avalara Shareholders:
Altair US, LLC ("Altair" or "we") is a longstanding investor in
Avalara, Inc. ("Avalara" or the "Company") (NYSE: AVLR). We
first invested in the Company in 2004 as one of its earliest
outside shareholders, and we purchased additional shares in all but
one private investment round prior to the Company's initial public
offering. Today, we beneficially own approximately 1.0% of
Avalara's outstanding shares, making us one of the Company's
largest and longest-tenured shareholders.
We believe strongly in Avalara's opportunity to create
significantly more value for shareholders. Tax compliance is
critical for all businesses, but despite increasing complexity and
risk of exposure, many businesses continue to calculate taxes and
file returns manually. We believe Avalara, by providing simple,
automated transactional tax solutions in a market with limited
competition, has a clear and long runway to continue to compound
growth for many years, regardless of macroeconomic conditions.
Avalara, in short, is a fundamentally sound business, with a
resilient business model, strong partnerships with leading
companies and a compelling opportunity to be a part of every
transaction in the world.1
As Ross Tennenbaum, Avalara's
Chief Financial Officer, said this May:
"We're addressing a large, low-penetrated market
where we are a leader in the space, with competitive moats and a
differentiated business strategy. We are positioning to capture a
leader share of our market opportunity."2
And again, as recently as June 28,
Mr. Tennenbaum expressed great enthusiasm for the prospects of
Avalara:
"We remain in the early days of penetration in a
big market and still believe we are a growth story where we can
sustain strong growth for a number of years as we build a
multibillion-dollar revenue company. We also believe we can do that
with significant margin improvement."3
Avalara's leadership team has taken great pains to explain that
despite the difficult global economic environment, Avalara is
positioned to succeed, stating that the Company is "a long and
strong growth compounder and well-positioned to grow in good and in
challenging times."4
It is dumbfounding to us that the Avalara Board of Directors
(the "Board") would have chosen now to sell the Company. The
management team has expressed confidence in the future, despite an
uncertain macroeconomic environment that would surely cause any
potential buyer to pause. Meanwhile, capital markets are volatile,
private equity funds are proceeding very cautiously and the debt
financing market for large buyouts, like that of Avalara, limits
the ability of private equity firms to pay reasonable multiples. On
top of this, the Company is on the verge of achieving operating
profitability for the first time,5 which we believe will
make it more attractive to a larger and different set of buyers. In
light of these circumstances, this was simply the wrong time for
the Board to look for a buyer for Avalara.
Worse yet, the Board's chosen sale "process" was deeply flawed
and limited, suffering from being a spur-of-the-moment frolic,
driven by inbound inquiries and the desires of buyers, rather than
having been carefully designed and timed to create demand and
competitive tension.
Unsurprisingly, the flawed process resulted in a "negotiated"
price that is inadequate to compensate Avalara's current
shareholders for giving up their claim on the future earnings of
this attractive business. And while the Board and management may be
personally satisfied with this deal (which will put more than
$60 million6 in their
pockets), along with the Company's financial advisor, Goldman Sachs
(which stands to earn a handsome transaction fee of $75 million7), longstanding Avalara
shareholders are not being fairly compensated for their commitment
to the Company and their investment in its future potential.
The Company's promise is readily apparent. Avalara is delivering
double-digit revenue growth quarter-after-quarter and
year-after-year, is on the verge of achieving operating
profitability,8 has approximately $1.5 billion in cash reserves to weather any
short-term challenges9 and has a commanding and
protected leadership position in an attractive
industry.10
All of this, then, raises a fundamental question: Why sell the
Company now? We are concerned that the Board's decision-making
process has been influenced by two parties with an enormous
economic interest in seeing the Company sold: Avalara management,
which stands to realize more than $60
million from the transaction11 (and which
otherwise must navigate a more complex macroeconomic environment
than it has seen recently) and the Company's financial advisor,
Goldman Sachs, which will be rewarded with a fee of $75 million for identifying a deal12
and which has longstanding and lucrative relationships with the
buyers and their affiliates (from which Goldman Sachs has realized
more than $120 million in fees over
the last two years alone).13 These conflicts of interest
raise the important question whether Avalara's Board received any
truly independent, objective input regarding the timing and merits
of the proposed transaction. On whom did the Board rely?
We will be voting against the deal.
The Timing Is Wrong
Only one party made a final proposal to buy Avalara, despite the
fact that Avalara is a company with very attractive long-term
fundamentals and a "competitive moat."14 This
unfortunate and suboptimal outcome was the result, in our view, of
a poorly timed and flawed sale process.
Macroeconomic factors like rising interest rates, inflation,
supply chain disruptions and concerns over consumer spending have
created significant economic dislocation and uncertainty in 2022.
Avalara has certainly not been immune to these challenges. During
the first quarter of 2022, sales and marketing capacity constraints
led to slower than expected growth in new bookings and upsell
bookings, and the Company's international business faced some
weakness attributable to a decrease in contract pricing with a
large marketplace partner.
At the same time, volatile capital markets have lowered equity
valuations and made financing of large buyout transactions
difficult. The Russell 3000 was down 20% during the first half of
2022, its worst start to the year ever.15 For technology
companies, these issues have been compounded by the normalization
of growth and post-pandemic demand, rattling investor confidence in
the sector. Not surprisingly, Avalara's stock price was down
approximately 23% during the first quarter of 2022 given these
economic uncertainties and the "risk off" capital markets
environment.
While Avalara's share price declined as investors pulled back
from higher-risk assets, there were no signs that the Company's
long-term prospects were fundamentally impaired. As noted above, in
May and June, the Company's executive officers continued to express
great confidence in the Company's prospects and batted away
concerns that the economic slowdown would have much impact on the
Company in the mid- to longer-term. Notably, on the May earnings
call, for example, Mr. Tennenbaum said that Avalara's broad
customer diversity helps "insulate the [Company] from shock to
e-commerce and the broader economy" and that its international
business remains "a huge opportunity and green space" going
forward.16
The Company's projections also reflect management's confidence
that the short-term economic disruptions would have only a marginal
impact on the mid- and long-term prospects of the business.
While the Company's "May Projections" forecasted a Non-GAAP
Operating Loss of $11 million in 2022
and Non-GAAP Operating Income of $55
million in 2023, the Company's updated "July Projections"
show the Company breaking even in 2022 (an improvement) and a
Non-GAAP Operating income of $52
million in 2023.17
Faced with uncertain economic times – but ones the executive
team was confident the Company would weather
successfully18 – a depressed stock market and a volatile
financing market, it is incomprehensible that the Board would have
thought the timing was optimal to maximize the value of the Company
in a sale.
On closer inspection, it appears that this misguided idea didn't
even originate with the Avalara Board. Instead, the Board appears
to have been enthralled that various private equity parties –
undoubtedly acting at an opportunistic time for them, as
depressed and volatile public equity markets made valuations more
attractive to potential acquirers – had approached the Company in
March and April about a potential buyout. And as flattering as it
undoubtedly was to be the subject of inbound inquiries, we believe
there was no imperative for the Board to undertake a sale
process amid a temporarily strained economic environment
coupled with inhospitable financing markets.
By July, as proposals for Avalara were due under the Board's
process, high-yield corporate bond spreads to treasury yields had
widened more than 200 basis points from January, significantly
affecting the availability of financing and the cost of debt for
any buyout. Notably, the number of announced private equity buyouts
in the $5 billion to $10 billion range in Q2 was down more than 40%
from a year earlier19 because of the turmoil in the
economy and financing markets.20
There is no doubt that the Board's timing for conducting the
once-and-only sale of Avalara impacted the number of proposals and
the competitive nature of the "auction." Several potentially
interested parties withdrew from the process, specifically citing
unfavorable market conditions21 and an uncertain
macroeconomic environment.22 Even Vista itself did not
initially submit a proposal due in part to difficulty securing
financing because of the "deterioration in the financial
markets"23 and then came back with a lower indication of
interest than what it had originally proposed, in part because of
"the deterioration in the financial markets."24
Most companies interested in examining a sale determined that Q2
was not the time to be negotiating a deal. Indeed, that
sophisticated private equity firms with strong track records in the
sector did not have the conviction to make a proposal (or could not
obtain enough or inexpensive enough financing to make a proposal)
for Avalara should not have been a surprise to the Board,
given the general market conditions and widely acknowledged
dislocation in the buyout market.
The surprise, instead, is that the Board ignored these glaring
signs of bad timing and proceeded to sell the Company anyway.
The Sale Process Was
Flawed
Having launched a sale process in the middle of market turmoil,
the Board should have expected that no bidder would provide an
indication of interest that matched the Board's view of intrinsic
value. That is exactly what happened. In fact, no bidder was even
able to submit a final bid on the Board's timeline because of the
lack of certainty regarding Avalara's near-term business outlook
and the inability to finance an attractive proposal.
When the deadline for making proposals came and went without the
Company receiving any final proposals, the Board on July 16 rightly "decided to terminate the
potential sale process."25 That was the smartest thing
this Board did during this "sale" process.
Unfortunately, it was not a decision that lasted.
Instead, the Board eagerly re-engaged with Vista when Vista came
back to the table with a price that was almost 10% below its
initial indication of interest. The Board's engagement on that
basis undoubtedly signaled to Vista the Board's irrational desire
to complete a deal and its weak negotiating position. Vista from
then on had the upper hand and was able to negotiate a deal very
much in its favor.
And while this unusual negotiating move – agreeing to re-engage
with a bidder at a significantly lower price to accommodate
temporary financial market dislocation – may have been the most
obvious and egregious process flaw that irreparably tainted the
sale process, it certainly was not the only one.
From the start, the Company's financial advisor, Goldman Sachs,
failed to conduct a robust sale process. It initiated contact with
just three potential buyers. The few other firms in the
process had all been engaging with the Company for several months
about providing growth capital for the Company's promising
international expansion opportunities. Later, when a rumor of a
sales process appeared in the media, and Goldman fielded additional
in-bound interest from "a variety of parties,"26 Goldman
appeared to pay little attention to those potential buyers and
sources of financing; in fact, as far as we can tell, no
substantive discussions took place with any of these
parties.
The Board's process, essentially, was to interact with the
limited number of firms that had indicated some interest in a
transaction with the Company in March and April, and to make
outbound phone calls to just three additional firms. We
believe this process was woefully inadequate, especially in the
face of challenging market conditions. Compounding this deficient
process was the Board's willingness to accept a "no-shop"
provision, severely limiting the Company's ability to solicit or
encourage other proposals once the deal was announced.
In fact, it's not unreasonable to infer that Vista was the
preferred buyer all along. Goldman has longstanding ties to Vista,
after all, including by earning more than $80 million27 in fees during the last
two years from Vista and its affiliates and portfolio companies. It
is also not lost on us that Avalara director Marcela Martin serves on a board of a
Vista-controlled company with four Vista professionals, including
the Vista partner that was responsible for the Avalara deal. And
Avalara director Rajeev Singh has
also served on the board of a company that Vista acquired. Perhaps
Vista was the "logical" and "known" buyer and served as an easy way
for Goldman to earn a $75 million
transaction fee and for the Company's senior leadership team to
reap an enormous payday while side-stepping a more challenging
operating environment, even if the sale price was not optimal for
shareholders.
However, whether Vista was the preferred party all along, or
not, it should have been obvious to this Board that, between
Goldman's lucrative relationship with Vista and its outsized
success fee for this transaction, Goldman was predictably going to
recommend a transaction and that nearly any available transaction
would be good enough.
The egregious conflicts of interest that incentivized management
and Goldman to advocate for the transaction raise serious and
troubling questions as to whether the Board followed a reasonable
and prudent process. Avalara management stands to receive a
$60 million payday as a result of the
deal28 (not including the $2.7
million the non-employee directors will
receive29). Two of the Company's directors are serving
or have served on the boards of Vista affiliates. Goldman has a
close working relationship with Vista and its affiliates, for which
it received approximately $80 million
in fees over the past two years (not including another $43 million from Vista equity holders and their
affiliates30), and stands to receive $70 million contingent upon closing of the
transaction31 (plus a net gain of an estimated
$5 million with respect to capped
call transactions32). These gross conflicts of interest
and the absence of truly independent financial advice made for a
biased and flawed process which, unsurprisingly, led to a great
deal for Vista and Goldman but a disappointing outcome for Avalara
shareholders.
The Board could very easily have obtained a second opinion from
an independent financial advisor – a firm without a strong
financial incentive for getting a deal done or maintaining a
mutually beneficial relationship with the would-be buyer. So, why
didn't the Board engage a second, unconflicted financial advisor to
objectively review the timing, process and terms of this important
transaction? We suspect the Board was concerned that any such
independent financial advisor would question the suboptimal timing
and flawed approach used by this Board and Goldman to arrive at the
deal.
And the price.
The Price Is Inadequate
The Board's inexplicable haste to sell the Company could perhaps
be excused had the ill-designed and poorly executed sale process
nevertheless maximized value for Avalara shareholders. The
negotiated transaction, at $93.50 per
share, falls far short.
1 Source: FactSet. (NYSE: AVLR) Data
as of July 6, 2022, the last trading
day prior to media reports speculating on the proposed merger.
"Vista Initial Indication of Interest" calculated as the midpoint
of the range of $97.00 and
$101.00 per share of Avalara common
stock as disclosed on page 39 of Avalara's Preliminary Proxy
Statement.
Several sell-side analysts and the investors they
cover33 openly expressed doubt about the deal price:
- "Given Avalara's leading position in the large and
underpenetrated market for tax compliance automation software, our
initial view is that the proposed transaction price is somewhat
underwhelming." (William Blair,
August 8, 2022)
- We do wonder if they could do better than the current
implied valuation… [We] wouldn't be surprised [if] a modestly
higher price is ultimately achieved for
shareholders." (Needham)
- "There has been a lack of enthusiasm from our investor
conversations this morning… We believe the [near-term] outlook
likely pushed the needle towards taking a deal at a multiple that
could prove conservative over the [long-term] and may have been a
bit lower than what some investors were hoping
for." (Evercore ISI)
- "[W]e are a little surprised at AVLR's willingness to sell
at $93.50 given its recently laid out
medium-term targets ($250 million of
FCF by CY 25) and an aspirational goal of reaching $3 billion in revenue." (Raymond James)
In addition to analyst and investor sentiment, there are five
objective measures of value that all suggest the deal price is
inadequate and that a fair deal would be priced well over
$110 per share:
- Analyst price targets. Prior to the announcement of the
transaction, sell-side analysts had a mean price target for Avalara
of more than $117 per share. Price
targets had been at or above $100
since June 2019, when the Company's
LTM revenue was less than half of what it is today. The day
before the deal was announced, Goldman's own analyst covering
Avalara had a price target of $123
per share (a 32% premium over the deal price). Typically,
change-in-control transactions occur above the median sell-side
price targets. Among the comparable transactions selected by
Goldman for its fairness opinion, for example, the deal price
represented an average of a 15% premium34 to the mean
target price the day before the announcement of the
transaction.35 For Avalara, the transaction value
represented a 20% discount to the mean sell-side price
target.
- Historical valuation multiples. Throughout Avalara's
time as a public company, it has traded at a median enterprise
value multiple to the next-twelve months projected revenue of
12.9x. Since the beginning of 2020, when the Company's growth
accelerated due to pandemic-driven shifts in customer demand
patterns, it has traded at an even higher multiple: 16.5x the next
twelve-months forecasted revenue. The proposed transaction is
valued at just 8.1x forecasted revenue, a substantial discount to
the Company's historical valuation.
- Indications of interest from private equity firms before the
dramatic increase in financing costs. Members of Avalara's
senior management team began receiving inbound interest from
private equity firms in March and April
2022. During that time, Avalara was trading at or above
$90 per share. Even a modest sale
premium of 25% – which is in-line with comparable transactions and
which the private equity firms were likely prepared to pay,
otherwise they would not have reached out – would put a transaction
price for Avalara well above $110 per
share.36
- Premiums in a bear market. Avalara's total shareholder
return during the one-year period prior to the transaction
announcement was -44%, compared to an average of +19% for the
comparable transactions examined by Goldman.37 One
should expect companies trading at near-term highs would receive
smaller premiums, not larger ones, than companies that have traded
down in a risk-off market environment. And yet, the premium offered
for Avalara is lower than the median of the premiums in the
comparable deals.
- Premiums to an adjusted unaffected price. Goldman's
fairness opinion claims the "undisturbed" price of Avalara's shares
was the closing price on July 6, the
day before rumors of a buyout surfaced. And perhaps Avalara's stock
rallied thereafter in part because of the deal rumor. But, from
July 6 to August 5 – the last trading
day before the announcement of the transaction – the comparable
public companies38 traded up during the widespread
market rally of July (that surely would have also increased
Avalara's stock price) by an average of 13%.39 Avalara
would likely have matched this performance even in the absence of
the deal rumor. And so, we estimate that the Company's true
"undisturbed" price (July 5 plus peer
company returns) is $83.15 per share,
not the $73.54 used by Goldman.
Applying the median one-day premium of comparable
transactions40 to the true undisturbed price yields a
price for Avalara of over $103 per
share.
Conclusion
We are proud to have owned Avalara for nearly twenty years. And
based on the Company's strong competitive position and promising
future, we are perfectly content to continue to own Avalara as an
independent entity for years to come. We understand there has been
a deceleration in revenue growth for the first time in Avalara's
history as a public company. But the Company's modestly slower
revenue growth over one or two quarters is not a fundamental
business issue, nor do we believe that it will persist.
The Board, in the face of this macroeconomic adversity unrelated
to the market for tax compliance software, should have insisted
that the Company execute through the economic trough, with a plan
to emerge stronger and create value in the future. If the Company
is to be sold, it should be sold from a position of strength, in a
robust financing market and only after a well-run, competitive
process. This is not that time.
The proposed transaction is instead the product of bad timing
and a flawed process. The price reflects pessimism and transient
market dynamics and not the Company's intrinsic value. We are
convinced that, in the near-term, Avalara can deliver value to
shareholders far in excess of the $93.50 per share that Vista is offering, and in
the longer-term, Avalara can compound that value as it executes its
profitable growth strategy.
In our view, there is no reason to sell the Company now, and
certainly not at this price. We therefore oppose the
transaction.
We look forward to expressing our views about the best path
forward to generate maximum long-term value at Avalara.
Sincerely,
//s//
Richard H. Bailey
Managing Director
Altair US, LLC
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
In connection with the proposed acquisition of Avalara, Inc.
(the "Company") (NYSE: AVLR) by affiliates of Vista Equity
Partners Management, LLC (the "Merger"), the Company entered into
an Agreement and Plan of Merger, dated as of August 8, 2022, with Lava Intermediate, Inc., a
Delaware corporation ("Parent"),
and Lava Merger Sub, Inc., a Washington corporation and wholly owned
subsidiary of Parent (the "Merger Agreement"). The
Participants (as defined below) intend to file a definitive proxy
statement and accompanying proxy card with the SEC to be used to
solicit proxies for votes (the "Proxy Solicitation") opposing the
adoption of the Merger Agreement at the special meeting of
shareholders (the "Special Meeting") and regarding other proposals
that may come before the Special Meeting. The Participants in the
Proxy Solicitation are anticipated to be Altair US, LLC, a
Delaware limited liability company
("Altair US"), and Richard Bailey
(collectively, the "Participants"), the Manager of Altair US. As of
the date hereof, each of the Participants may be deemed to
beneficially own, in the aggregate, 850,892 shares of common stock
of the Company.
THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN
THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO
SROWLAND@SHAREHOLDERSDESERVEBETTER.COM.
About Altair US, LLC
Altair is a family office.
Investor and Media Contact
Stanley Rowland
Phone: (925) 708-5611
srowland@ShareholdersDeserveBetter.com
1 CEO Scott McFarlane,
Avalara 2022 Analyst Day, June 28,
2022 ("First, we have a clear and unified vision to be part
of every transaction in the world. And I am more confident than
ever we can achieve this vision.").
2 CFO Ross Tennenbaum,
Q1 2022 Earnings Call, May 6,
2022.
3 CFO Ross Tennenbaum,
Avalara 2022 Analyst Day, June 28,
2022.
4 CEO Scott McFarlane,
Q1 2022 Earnings Call, May 6,
2022.
5 See Avalara Preliminary Proxy Statement, filed with
the SEC on August 24, 2022, at 64,
which shows Non-GAAP Operating Income at break-even in 2022 and
$52 million in 2023, with Non-GAAP
Operating Income projected to approximately double in each of the
subsequent two years.
6 Avalara Preliminary Proxy Statement, filed with the
SEC on August 24, 2022 at 70.
7 Id. at 62.
8 See supra at Footnote 5.
9 See Avalara's Form 10-Q for the quarter ended
June 30, 2022, filed with the SEC on
August 9, 2022, which shows cash and
cash equivalents of $1.46
billion.
10 CEO Scott
McFarlane, Avalara 2022 Analyst Day, June 28, 2022 ("[W]e have created three
competitive moats: Our partner moat; our content moat; and our
platform moat that should insulate us from competition and have
more recently become offensive weapons in our pursuit of gaining
market share.").
11 Avalara Preliminary Proxy Statement, filed with
the SEC on August 24, 2022 at 70.
12 Id. at 62.
13 Id. at 60.
14 CFO Ross
Tennenbaum, Q1 2022 Earnings Call, May 6, 2022.
15 Source: FactSet.
16 Avalara Q1 2022 Earnings Call, May 5, 2022.
17 Avalara Preliminary Proxy Statement, filed with
the SEC on August 24, 2022, at
63-64.
18 In May, the Board approved mid-term projections
indicating that Avalara could achieve operating profitability as
soon as 2023 for the first time. See Avalara Preliminary Proxy
Statement, filed with the SEC on August 24,
2022 at page 63.
19 Source: Bloomberg.
20 Source: Aaron
Kirchfeld and Michelle F.
Davis, "Dealmakers Buckle Up as Records Give Way to Ruptures
in M&A," Bloomberg, June 30,
2022 ("Buyout firms, whose spending had been trending up
year-on-year as recently as May, are all of a sudden finding it
harder to secure the leveraged loans required to get big deals
done.").
21 Avalara Preliminary Proxy Statement, filed with
the SEC on August 24, 2022, at 39
("Party G informed Goldman Sachs that they had determined not to
explore a potential transaction involving Avalara because of
challenging market conditions," while "Party C informed members of
Avalara's senior management that they would not submit an
indication of interest because of market conditions…").
22 Id. at 41.
23 Id.
24 Id. at 49.
25 Id. at 41.
26 Id. at 40.
27 Id. at 60.
28 Id. at 68.
29 Id. at 68.
30 Id. at 60.
31 Id. at 62.
32 Id. at 62.
33 Permission to use analyst quotes neither sought
nor obtained.
34 Source: FactSet. Data refers to weighted average
based on disclosed transaction value.
35 Source: FactSet and Company filings. Comparable
transactions refer to those in the "Selected Transactions Analysis"
of the Company's financial advisor and include Ping Identity
(Thoma Bravo), Zendesk (Permira
& H&F), SailPoint (Thoma
Bravo), Datto (Kaseya / Insight), Anaplan (Thoma Bravo), Mandiant (Google), Medallia
(Thoma Bravo), Proofpoint
(Thoma Bravo), Pluralsight (Vista),
Slack (Salesforce), Tableau (Salesforce), Ultimate Software
(Hellman & Friedman), Apptio (Vista), SendGrid (Twilio),
Adaptive Insights (Workday), MuleSoft (Salesforce), Netsuite
(Oracle), Demandware (Salesforce), Marketo (Vista), Cvent (Vista),
Solarwinds (Thoma Bravo), Concur
(SAP) and Sourcefire (Cisco).
36 Source. FactSet. See supra at Footnote 35 for a
list of comparable transactions.
37 Source: FactSet. Data refers to weighted average
based on disclosed transaction value.
38 "Comparable public companies" refer to those in
the "Selected Public Company Comparables Analysis" of the Company's
financial advisor and include Alteryx, BigCommerce Holdings,
BlackLine, Coupa Software, Datadog, Elastic, HubSpot, MongoDB,
Okta, PagerDuty, Paylocity, Shopify, Smartsheet and Zscaler.
39 Source: FactSet. Data from July 6, 2022 to August 5,
2022. Data refers to weighted average based on market value
at the beginning of the measurement period.
40 See supra at Footnote 35 for a list of comparable
transactions.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/one-of-avalaras-earliest-and-largest-investors-opposes-sale-of-company-to-vista-equity-partners-301620292.html
SOURCE Altair US, LLC