软件和SaaS行业更新 - 2025年冬季

Winter 2025 Software Market Trends and Outlook After two years of depressed software M&A activity and a dormant software IPO market, we expect a positive deal environment overthe nexttwo years, with an uptick in deal activity across private and public markets. However, we would note that the exact timing ofthe uptick is uncleargiven market volatility currently being experienced due to trade tensions stemming from changes in tariff policy being implemented by the newU.S. administration ▪While many predicted a resurgence in M&A activity going into 2024, we did not see an uptick over the past year. In fact, globalsoftware M&Awas down year-over-year driven by a significant decline in deal activity in EMEA and rest of world. M&A deal activity is projected to pick upmeaningfully in 2025 given the expectation of a more favorable regulatory environment and lower corporate taxes ▪Software IPO activity has been largely dormant since 2022. However, we expect to see the Software IPO window reopen more meaningfully,which in turn should also have a positive impact on capital raising and M&A activity ▪GenAIpresents practical opportunities for a new wave of innovation across sub-sectors of software Public Company Performance, Valuations, and Related Metrics ▪Valuations of public software companies are no longer based on “growth at all costs”, as was the case in 2021, but are ratherdriven by a mixof growth and profitability▪While valuations across the board are down from their highs in 2021, certain sub-sectors still trade at a premium and above their 5-yearmedian multiples➢Within Application Software, Supply Chain Management and B2B Procurement trades at 10.5x NTM revenue, above its 5-year median of9.6x➢Within Infrastructure Software, the sub-sector of Analytics, Business Intelligence, and Data Management trades at 11.4x NTM revenue,well above its 5-year median multiple of 9.1x M&A and Capital Raising Market Update ▪Global software M&A activity was down in 2024 compared to 2023 as measured by deal count (1,962 deals in 2024 vs. 2,419 dealsin2023)driven mainly by a decline in deal activity in EMEA and rest of world, with North America only declining slightly. Total dealvolume for globalsoftware M&A ticked up slightly ($172B in 2024 vs. $166B in 2023) but was down year over year if we exclude the $32B landmarkacquisitionof Ansys by Synopsys ▪In 2024, deal activity was stronger in the first half of the year and declined in the second half with Q4 deal volume dropping considerablyrelative to prior quarters ▪Looking ahead, in 2025, we expect Software and overall M&A activity to increase meaningfully driven by a more favorable regulatoryenvironment, increased market certainty, and expected rate cuts IPO Activity ▪U.S. software IPO activity has been largely dormant since 2022 but activity is expected to pick up in 2025 ▪Compared to 2022 and 2023, which saw only 5 software companies go public, IPO pricings actually ticked up in 2024 and are expected tosignificantly increase in 2025. Currently, the IPO market is primarily only open for large, high-quality issuers with durable revenue growth andthat have at a minimum reached profitability. The software companies that went public in 2024 have performed well with a medianoffer-to-current of 44.9% ▪We believe 2025 is setup to be a robust year for software IPO activity due to the expected lowering of interest rates and a large pipeline ofprivate software companies that are looking to debut in the public markets I.Public Company Performance, Valuations, andRelated Metrics While Software Valuations are Down Across the Board Since 2021, Sub-sectors Trade Quite Differently and CertainSub-sectors Like Supply Chain Management and Digital Manufacturing Still Trade Above Long-Term Medians Median Application Software EV / Revenue Multiples Supply Chain, and Digital Manufacturing, Engineering & PLM still trade at a premium to other sub-sectors Within Application Software, Supply Chain Management Trades Well Above its 5-year Median NTM RevenueMultiple, While Other Application Software Segments Trade Below 5-Year Median EV / NTM Revenue Multiples–Application Software Within Infrastructure Software, Analytics, Business Intelligence, and Data Management Trades Above 5-YearMedian NTM Revenue Multiple, While Development Tools and App Infrastructure Trades Below 5-Year Median EV / NTM Revenue Multiples–Infrastructure & Diversified Software Winners and Losers: LTM Performance of Stock Prices & NTM Revenue Multiple Rule of 40: Correlation to Valuation Investors Are Rewarding Companies that Are Growing and Profitable Vs. Those Growing at All Costs Rule of 40: 76 companies (out of 191 companies in our entire software universe) are currently operating at / above the Rule of 40 Application Software Demonstrates Strong Gross Retention (90%+), While Net Retention Ranges Between 95%and 111%, Indicating Robust Customer Retention Across the Board Infrastructure & Diversified Exhibit St