GitLab, DocuSign: Two Software Companies That May Not Stay Public for Long
The Takeaway
- GitLab and DocuSign are potential candidates for a buyout, analysts and investors say, amid growing expectations that M&A activity in software is about to pick up.
Tech companies may soon be on a shopping spree, as the world adjusts to high interest rates and companies start looking for ways to juice growth. And for investors inclined to make a bet on potential targets, they need not go much further than two enterprise tech firms: GitLab and DocuSign.
That’s our conclusion from wading through numerous publicly traded software firms identified by Wall Street analysts, and after talking with investors. Both stocks are reasonably priced, measured as a multiple of the next 12 months’ sales, and would supplement the businesses of several bigger tech firms or could be private equity targets. A few other firms, such as Paycom and Paylocity, might also fit the bill, but not quite as well.
What makes us so confident? After all, we’ve been in a bit of a deal drought for 18 months. But clearly attitudes toward mergers and acquisitions are changing. Last week SAP announced plans to buy WalkMe, while private equity firm Bain Capital said it would take PowerSchool Holdings private. Both deals involve the buyers paying a hefty premium of roughly 40% to where the stocks were trading beforehand. DocuSign has clearly been on buyers’ target lists recently: Both Bain Capital and Hellman & Friedman were in talks to buy the company in January, Reuters reported, although conversations stalled.
At the same time, midsize software companies have good reasons to sell. Businesses have become more careful in their spending on software, a trend that continued into the most recent quarter, as numerous software executives signaled, including GitLab’s CFO. That has dampened growth rates for a wide range of software companies. Bain & Co. partner Adam Haller, who leads its merger integration group, notes that a lot of small companies may have already sold—such as cloud security startup Lacework, which sold to Fortinet—but there’s another layer of midsize firms “that haven’t done great…not bad enough that they were forced to sell,” which offers an opportunity for buyers.
KeyBanc Capital Markets’ lead enterprise software analyst, Jackson Ader, is among those who think there will be even more software deal activity in the coming months. In reports published last week, Ader and his team named dozens of publicly traded software firms that they reckon could be viable targets for takeovers in the near future. After taking into account factors like potential regulatory hurdles and uncertainty about how artificial intelligence advances will change attitudes, Ader’s team honed in on just 10 prospective targets. From that list, a few stand out as particularly attractive—none more so than GitLab.
GitLab is a business similar to GitHub, acquired by Microsoft in 2018: Both run services to help developers write code, including open-source software code repositories. Under Microsoft, GitHub has flourished, sometimes at GitLab’s expense, as The Information reported in January. GitLab’s revenue growth rate has slowed to 37% in the year to January from 68% a year earlier, and its growth rate is expected to decelerate further to 27% this fiscal year, according to S&P Global Market Intelligence.
That competition could give GitLab’s co-founder and CEO, Sytse Sijbrandij, who has a 46% voting stake, a reason to sell. As for potential buyers, GitLab could be appealing to a smaller cloud provider, such as Oracle or Google Cloud. As The Information noted in January, Google Cloud is now one of GitLab’s most important resellers and owns about 6% of its stock. Oracle, meanwhile, experienced a slowdown in its cloud revenue growth rate in the May quarter, it reported on Tuesday, which could give it motivation to pursue a GitLab acquisition.
Another potential buyer is IT automation technology provider ServiceNow, whose CEO Bill McDermott used to run SAP, where he led some of that company’s largest acquisitions, including Concur and Qualtrics. GitLab could be ServiceNow’s first major acquisition and would help it maintain the 20%-plus annual revenue growth it has enjoyed since it went public.
GitLab wouldn’t be too hard to digest. It has a market capitalization of around $7 billion, but after taking into account roughly $1 billion on its balance sheet, a purchase would cost only $6 billion. And it is now generating cash.
DocuSign is another software firm some investors think is poised for a takeout. Its forward revenue multiple of under 4 times is a huge step down from the 9.8 times at which it was valued in 2019 (the pandemic-era tech boom lifted that metric to over 20 times).
The trouble is that its expected sales growth—6% for the next two years, according to analysts polled by Koyfin—is meager. DocuSign has long been perceived as a single-product firm that enables employees to sign business contracts online, but as competition from Adobe’s similar product ramps up, the company has been trying to reshape the narrative and kick-start growth. To that end, earlier this year it launched a more comprehensive platform for businesses to manage their agreements with other companies.
Perhaps Adobe could try to subsume and expand DocuSign. Adobe, which is also trying to find new ways to grow, is licking its wounds after its offer for design firm Figma didn’t pass muster with antitrust regulators. But other potential buyers, such as Salesforce or even private equity firms, might be eyeing the same target, according to software investor Logan Bartlett of Redpoint Ventures. As The Information noted in an M&A Special Report on Monday, Salesforce, Adobe and Oracle are overdue for acquisitions given their past history.
In some ways, DocuSign is well suited for a private equity–led buyout. It threw off nearly $1 billion in free cash flow over the past 12 months, representing a 32% margin as a percent of revenue—on the high end for the typical software firm. Web design firm Squarespace, which buyout shop Permira said last month it planned to purchase for $6.9 billion, has also seen slowing sales growth but similarly generates a healthy amount of cash.
Plenty of other software companies might be suitable for private equity buyouts. Marcin Majewski, managing partner at tech investment bank Aventis Advisors, thinks some of the most probable targets for private equity takeovers are companies that generate less than $300,000 in sales for each full-time employee on their payroll, a relatively low level that suggests they have ample room to cut costs. E-commerce software firm Shopify, for instance, generates nearly $900,000 in revenue per employee, according to Aventis. But human resources software providers Paycom and Paylocity are both below the $300,000 threshold.
Paycom and Paylocity are also free of debt. Their operations are concentrated in the U.S., which, according to the KeyBanc analysts, presents an opportunity for them to unlock a new source of growth by expanding internationally. That’s true of human resources software firm Paycor, too, although with private equity firm Apax Partners already owning a large chunk of its shares, brokering a fresh sale could be complex.
Predicting what deals will get done isn’t easy, but savvy public market investors could benefit from beating private equity to the punch.