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Investment banking services are provided by Harris Williams LLC and Solebury Capital LLC, registered broker-dealers and members of FINRA and SIPC, and Harris Williams & Co. Ltd, which is a private limited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. www.harriswilliams.com FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP Q1 2017
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Page 1: FINANCIAL TECHNOLOGY SECTOR REVIEW · Data and compliance companies are developing solutions that drive improved decision making through the gathering and interpretation of expanding

Investment banking services are provided by Harris Williams LLC and Solebury Capital LLC, registered broker-dealers and members of FINRA and SIPC, and Harris Williams & Co. Ltd, which is a private limited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

www.harriswilliams.com

FINANCIAL TECHNOLOGY SECTOR REVIEWTECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

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PAGE |

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

1

Fintech

Healthcare IT

Human Capital Management

HARRIS WILLIAMS & CO. OVERVIEW

KEY CONTACTS

FINTECH

Tyler [email protected]+1 (617) 654-2133

UNITED STATES

Jeff BistrongManaging [email protected]+1 (617) 654-2102

Mike WilkinsManaging [email protected]+1 (415) 217-3411

Sam HendlerManaging [email protected]+1 (617) 654-2117

Erik [email protected]+1 (415) 217-3418

EUROPE

Thierry MonjauzeManaging [email protected]+44 (0) 20 7518 8901

Jonathan [email protected]+44 (0) 20 7518 8909

www.harriswilliams.comwww.harriswilliams.com

HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM

SOFTWARE / SAAS

Enterprise Software

Data and Analytics

Infrastructure andSecurity Software

IT and Tech-EnabledServices

Data Center and Managed Services

INTERNET & DIGITAL MEDIA

AdTech and MarketingSolutions

Consumer Internet

Digital Media and Content

eCommerce

Mobile

HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS

SELECT RECENT HW&CO. TMT TRANSACTIONS

TMT VERTICAL FOCUS AREAS

25+ year history with over120 closed transactions inthe last 24 months

Approximately 250professionals across eightoffices in the U.S. andEurope

Strategic relationships inIndia and China

10 industry groups

KEY FACTS

HW&Co. OfficeNetwork Office

Education

Energy, Power, andInfrastructure

Public Sector and Non-Profit

Supply Chain, Transportation,and Logistics

Manufacturing

Professional Services

has been acquired byhas been acquired by has been acquired byhas been acquired byhas been

recapitalized byhas acquired

has received a majority investment from

has been acquired byhas received a majority

investment from

has received a growth

investment from

has received a majority investment from

has been acquired by

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PAGE | 2

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

HW&CO. FINANCIAL TECHNOLOGY (FINTECH) TAXONOMY

HW&Co.’s fintech practice is focused on companies with software and technology core to their value proposition and market position.

SELECT HW&CO. FINANCIAL TECHNOLOGY TRANSACTIONS

ENTERPRISE & COMMERCIAL INSTITUTIONAL

SELECT MARKET PARTICIPANTS SELECT MARKET PARTICIPANTS SELECT MARKET PARTICIPANTS

KEY FOCUS AREAS

PAYMENTS

B2B TRANSACTIONS

FINANCIAL SOFTWARE

Solutions focused on supporting B2B payments and financial activity, and serving the financial needs

of enterprises of all sizes

KEY FOCUS AREAS

PEER TO PEER

PERSONAL FINANCE

Solutions focused on delivering improved financial and payment experiences, personal wealth

management, and access to consumer loans

Solutions focused on serving the specific operational and compliance needs of banks, insurance companies, and asset managers

KEY FOCUS AREAS

BANKING

INSURANCE

ASSET MANAGEMENT

TRADING

CONSUMER

Data-driven marketing

and analytics tools to

the automotive industryhas been

acquired by

Payment and royalty

management solutions

for the entertainment

industry

has been

acquired by

SaaS solutions that

manage the process of

claim to payment for

physicians

has been

acquired by

SaaS solutions that

enable grants, giving,

and financial

management for the

non-profit community

has been

acquired by

SaaS-based employee

benefits

management

technology provider

has been

acquired by

Integrated payments

and member

management solutions

for faith-based and

non-profit organizations

has been

recapitalized by

Cost containment and

cost recovery services

for the energy and

power market

has been

acquired by

Property valuation, tax

assessment, revenue,

billing, and document

management software

solutions

has been

acquired by

Integrated payments

and member

management solutions

for faith-based and

non-profit organizations

has received a majority

investment from

Integrated SaaS and

payment solutions for

health clubs and fitness

centers

has been

recapitalized by

Mobile-based provider

of pre-paid sightseeing

city passes, museum-

entry passes, and

related services

has been

acquired by

Youth sports

management software

and integrated

payments solutions

has received a majority

investment from

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PAGE | 3

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

RISK

MGMT

UNDER-

WRITING

CORE

SYSTEMS

HARRIS WILLIAMS & CO. FINTECH ECOSYSTEM

P2P

PAYMENTS

ACQUIRER / PROCESSOR

PAYMENT

NETWORK

P2P LENDING

CREDIT

MONITORING

Form of Payment

Goods / Services

MOBILE

WALLETC

ap

ture

Pa

ym

en

t In

form

atio

nSe

ttle

me

nt

ACCOUNTINGMARKETPLACE

LENDING

B2B

PAYMENTS

GLOBAL

REMITTANCE

SUPPLY CHAIN

&

PROCUREMENT

SUBSCRIPTION

BILLING

CROWD

FUNDING

Authorization

Tran

sac

tion

Da

ta

Routeto Network

CORE

SYSTEMSLENDING BANK

INSURANCE

COMPLIANCE

TRADING

UNDER-

WRITING

ASSET

MANAGEMENT

& TRADING

WEALTH

MGMT

HR, PAYROLL,

& BENEFITS

CONSUMER

Au

the

ntic

atio

n

PERSONAL

FINANCIAL

MGMT

DA

TA&

AN

ALY

TICS

DIS

TRIB

UTE

DLED

GER

TEC

HN

OLO

GY

COMMERCIAL

BUSINESS

* Dotted lines represent the typical flow of payment transactions.

CONSUMER PLATFORMS

Solutions focused on supporting B2B payments and financial activity, and serving the financial needs of enterprises of all sizes

ENTERPRISE & COMMERCIAL PLATFORMS

Solutions focused on delivering improved financial and payment experiences, personal wealth

management, and access to consumer loans

INSTITUTIONAL PLATFORMS

Solutions focused on serving the specific operational and compliance needs of

banks, insurance companies, and asset managers

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PAGE |

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

4

CASE STUDY: BLUE STAR SPORTS

HW&CO. DEAL CONTACTS

HW&Co.’s TMT Group advised Providence Strategic Growth and Blue Star Sports on the majorityinvestment by Genstar Capital.

Jeff BistrongManaging Director

[email protected]

Office: (617) 654-2102

Andy LeedVice President

[email protected]

Office: (617) 654-2107

Tyler DewingDirector

[email protected]

Office: (617) 654-2133

ENTERPRISE & COMMERCIAL

Relevant Sectors:

SaaS

MembershipManagement

Sports Technology

Fintech / Payments

Blue Star is the leading provider of SaaS-based leaguemanagement software, online registration, and paymentprocessing solutions that manage the entire youth andamateur sports ecosystem.

Blue Star has increased its total payment processing volumethrough organic user growth, strategic acquisitions, and thedevelopment of strategic relationships with nationalgoverning bodies.

Majority growth investment from Genstar Capital positions theCompany for continued success as the largest and mostactive consolidator in the sports technology and paymentssector.

a portfolio company of

has received a

majority investment from

LEADING ADVISOR TO THE VERTICAL PAYMENTS SECTOR

For more information about the Vertical Payments sector and ourexperience, please contact HW&Co. at*[email protected].

To receive the latest Vertical Payments sector overview, please

click here.

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PAGE | 5

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

3.8x 14.5x 10.0x

0.0x

5.0x

10.0x

15.0x

20.0x

0.0x

5.0x

10.0x

15.0x

20.0x

0.0x

10.0x

20.0x

30.0x

40.0x

0.0x

5.0x

10.0x

15.0x

20.0x

0.0x

2.5x

5.0x

7.5x

10.0x

Payroll & Benefits

Valuations

Observations

ENTERPRISE & COMMERCIAL MARKET OBSERVATIONS1

Payment Networks Payment Processing B2B Transactions

Valuations

Observations

Valuations

Observations

Valuations

Observations

Data & Compliance

Valuations

Observations

TEV / LTM Revenue TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM EBITDA

Transaction Spotlight

In The NewsIn The News In The News In The News In The News

January 31, 2017

Enterprise Value: NA

Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight

March 29, 2017

Enterprise Value: NA

January 10, 2017

Enterprise Value: NA

February 6, 2017

Enterprise Value: NA

January 5, 2017

Enterprise Value: NA

Companies remain focused on

broadening offerings, including moving

into adjacent human capital

management solutions

The payroll and benefits markets

continue to experience consolidation

as customers demand increasingly

integrated cloud-based offerings

Networks continue to benefit from

secular shifts contributing to growing

non-cash transaction volumes on a

global basis, particularly across mobile

and e-commerce environments

Focus remains on reducing friction from

payments processes in order to drive

convenience, while simultaneously

ensuring transaction safety and security

With continued increases in electronic

payment volumes across channels,

companies are seeking to develop fully

integrated offerings, including Payment

as a Service solutions that can be

vertically integrated into large end

markets

In an effort to drive competitive

differentiation and improve long-term

customer retention, processors are

increasingly offering merchants free or

discounted hardware and payment-

related software solutions

Growing digitization of payment

activities, corporate emphasis on cash

flow management, and technologies

that enable more efficient and secure

transactions continue to drive the

development of B2B payment

applications

While B2B payment innovation has

historically lagged the B2C market,

complex corporate work flows and use

cases are drawing increased

investment across invoicing, billing,

RCM, supply chain, and procurement

functions

Companies are increasingly leveraging

analytics-driven data solutions to

improve software and service

capabilities

Data and compliance companies are

developing solutions that drive

improved decision making through the

gathering and interpretation of

expanding data sets

Mastercard’s quest for the

holy grail of payments

Sage Group to review future of its

global payments business

Leveraging data and analytics

to fight fraud

Betterment partners

with ADP

Visa’s shows it’s serious about

B2B payments

Key Public CompsKey Public Comps Key Public Comps Key Public Comps Key Public Comps

Enterprise Value /

LTM Rev. LTM EBITDA 17E EBITDA

Enterprise Value /

LTM Rev. LTM EBITDA 17E EBITDA

Enterprise Value /

LTM Rev. LTM EBITDA 17E EBITDA

Enterprise Value /

LTM Rev. LTM EBITDA 17E EBITDA

Enterprise Value /

LTM Rev. LTM EBITDA 17E EBITDA

7.8x 16.8x 15.1x 2.9x 13.0x 10.9x 4.8x 13.3x 12.1x 6.7x 22.9x 16.2x

HW&Co.

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

0.0x

1.0x

2.0x

3.0x

4.0x

0.0x

5.0x

10.0x

15.0x

20.0x

0.0x

7.5x

15.0x

22.5x

30.0x

0.0x

5.0x

10.0x

15.0x

20.0x

25.0x

Observations Observations Observations Observations Observations

INSTITUTIONAL AND CONSUMER MARKET OBSERVATIONS1

Banking Insurance AMT P2P Transfers Marketplace Lending

Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight

In The News In The NewsIn The News In The News In The News

March 22, 2017

Enterprise Value: $863M

March 13, 2017

Enterprise Value: $3,447M

March 20, 2017

Enterprise Value: $205M

February 1, 2017

Enterprise Value: $100M

January 11, 2017

Capital Raise: $100M

Valuations

TEV / LTM EBITDA

Valuations

TEV / LTM EBITDA

Valuations

TEV / LTM EBITDA

Valuations

TEV / LTM Revenue

Valuations

Price / Book Value

Evolving customer demands are driving

the proliferation of mobile and online

consumer-facing applications,

disrupting legacy banking service

offerings

Banks are increasingly adopting,

developing, and/or acquiring software

applications to manage core

operations in an effort to reduce costs,

meet stringent regulatory and reporting

requirements, and compete for

customers in increasingly digital

environments

Insurance companies continue to

demonstrate a preference for suite

software providers versus best-of-breed

application vendors

Insurers are increasingly leveraging

data and analytics solutions to better

underwrite risk through improved insight

into buyer behavior

New platforms continue to disrupt

broker-driven business models,

substantially lowering the cost of

insurance

Asset managers are increasingly

adopting software applications to

modernize service offerings, better

communicate with clients, and target

customers with preferences for digital

options

Traditional AMT providers continue to

transition offline business models

towards online delivery platforms to

avoid further technology-driven

disintermediation (e.g. roboadvisors)

Peer-to-peer transfer platforms

continue to experience strong

momentum, albeit in an increasingly

crowded market with the entry of

banks, traditional payment companies,

and social media platforms

Platforms remain focused on delivering

frictionless and secure user experiences

Marketplace lending is facing

continued challenges due to limited

investor appetite, questions about

platform scalability and sustainability,

and credit quality consistency

P2P lending models becoming less

common as traditional, larger lenders

with low costs of capital break into

more user-friendly and digital lending

business lines

Honeymoon’s over for

P2P lending

Banks fight back with their own

mobile apps

Big banks must

adapt or die

Insurance spin-out rides

API-driven strategy

Morgan Stanley looks to tech to

improve wealth management

Key Public CompsKey Public Comps Key Public Comps Key Public Comps Key Public Comps

0.0x

2.5x

5.0x

7.5x

10.0x

Enterprise Value /

LTM Rev. LTM EBITDA 17E EBITDA

Enterprise Value /

LTM Rev. LTM EBITDA 17E EBITDA

Enterprise Value /

LTM Rev. LTM EBITDA 17E EBITDA

Enterprise Value /

LTM Rev. LTM EBITDA 17E EBITDA

5.2x 19.3x 14.0x 6.9x 17.3x 16.9x 4.7x 12.7x 11.7x 3.3x 21.6x 11.9x

Price /

Q1 '17 Book Value 17E Book Value

1.7x 1.4x

/

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

7

Realpage’s acquisition of Lease Rent Options (The Rainmaker Group)

Rainmaker is a provider of revenue and profit optimization solutions to the multifamily and hospitality industries.

LRO provides revenue management solutions that facilitates optimized pricing for over 1.5 million apartments.

The acquisition will allow RealPage to capture emerging global demand for optimized operational andtransactional yields for rental housing assets, expand the Company’s real-time lease transaction data, andcross-sell existing products and services across its customer base.

Ent. Value: $300M

Revenue: $36M

EV / Revenue: 8.4x

EV / EBITDA: 30.0x

Announced: February 27, 2017

SELECT FINTECH M&A TRANSACTIONS – 1Q 20171

SUBSECTOR

BANKING

CORE SYSTEMS

PAYMENT

PROCESSING

PAYMENT

PROCESSING

REAL ESTATE &

LEASING

BANKING

CORE SYSTEMS

Warburg Pincus’ acquires a 35 percent shareholding in Avaloq

Avaloq is a provider of integrated modular banking software solutions for back, middle, and front officefunctionalities.

The Company serves more than 155 banks and wealth management firms and is focused on growth in its corewealth management and private banking business.

The investment will allow Avaloq to further capitalize on increasing demand for digital banking, outsourcing,SaaS software, and the global adoption of digital banking and wealth management solutions.

Ent. Value: $863M

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

Announced: March 22, 2017

Vista Equity Partners’ acquisition of DH Corp. (merger with Misys)

DH Corp. is a provider of global payments and lending technology serving nearly 8,000 financial institutions,specialty lenders, community banks, credit unions, and governments.

Misys is a provider of financial software solutions focused on retail and corporate banking, lending, treasury,and capital markets, serving more than 2,000 customers in 130 countries.

The merger of DH Corp. and Misys will expand the Company’s global footprint and provide one of thebroadest and diversified sets of financial software to the institutional marketplace.

Announced: March 13, 2017

Ent. Value: $3,447M

Revenue: $1,268M

EV / Revenue: 2.7x

EV / EBITDA: 10.5x

Ministry Brands’ acquisition of YourMembership

YourMembership is a provider of SaaS-based, fully integrated software that enables member-centricorganizations to maximize revenue, increase relevance, and drive operational efficiencies.

The Company’s integrated payments platform offers real-time credit card processing solutions for associationsand non-profit organizations.

Ministry Brands’ acquisition, in combination with the acquisitions of Abila and Aptify, has led to the formation ofCommunity Brands, which will serve more than 13,000 associations and nonprofit organizations

Ent. Value: NA

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

Announced: January 31, 2017

Bain Capital and Advent International’s acquisition of Concardis

Concardis is a provider of full-service payment processing solutions in Germany and Switzerland.

Concardis provides credit card systems and terminals for retailers, point of sale solutions, and paymentprocessing for e-commerce and mobile platforms.

The acquisition will enhance Concardis’ transaction volume growth and increase investment in innovation andinfrastructure to further establish the Company as a leader in payment services across Germany.Ent. Value: $746M

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

Announced: January 13, 2017

/

HW&Co.

HW&Co.

HW&Co.

HW&Co.

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

8

Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17

FINTECH ACQUISITION ACTIVITY

MOST ACTIVE STRATEGIC ACQUIRERS OF FINTECH ASSETS BY VOLUME2

GLOBAL FINANCIAL SOFTWARE M&A ACTIVITY2

The 10 most active strategic fintechconsolidators combined for over 145acquisitions since 2012.

During the first quarter of 2017,notable closed acquisitions includedThomson Reuters’ purchase of REDIGlobal Technologies and DepositoryTrust & Clearing Corp.

YTD 2017 this group has completed9 acquisitions which is on pace with2016 M&A activity.

Across financial software, therewere 112 M&A transactions closedin 1Q’17, with buyout and growthequity control transactionsrepresenting 40% of total dealvolume.

Interest in financial software amongstrategic acquirers remains strong,with traditional vendors and bigbanks targeting fintech assets toreduce the rising threat ofdisintermediation, while enabling anevolving mix of technology-orientedsolution offerings, and facilitatingregulatory compliance.

36

42

43

32

58

32

67

43

81

50

71

32

86

40

86

43

69

53

82

46

63

41

63

35

68

44

4

1

7

6

2

6

7

3

1

2

5

2

2

2

5 4

7

12

1

12

4

4

1

2

6

2

2

3

1

2

4

2

3

2

3

4

11

4

2

2

2

3

1

2

7

2

4

2013

2014

2015

2016

2012

YTD 2017

Private Equity

Strategic

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PAGE | 9

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

B2B Transactions

ENTERPRISE & COMMERCIAL SOLUTIONS – LANDSCAPE

REPRESENTATIVE ENTERPRISE & COMMERCIAL SOLUTION PROVIDERS

Payment Processing & Networks Financial Software

Traditional Payment Processors

Payment Networks

Vertical Specific Payments

Corporate / Fleet Payments

Transfers & Remittance

Procurement & Supply Chain

EDI

Bill Payment

Subscription Billing / RCM

Data & Compliance

Real Estate & Leasing

SMB Marketplace Lending

Accounting & Tax

Payments Other E&C Financial Software

Payment Gateways / ISOs

HR / Payroll / Benefits

To receive the latest Financial Technology market maps, please contact HW&Co. at [email protected]

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PAGE | 10

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

Automatic Data Processing ADP $45,219 $45,963 97.3% 14.1% 32.1% 7.4% 8.0% 22.7% 3.8x 3.5x 16.5x 16.2x 27.5x

Paychex PAYX $20,808 $21,157 93.4% 9.1% 38.6% 7.5% 6.9% 43.1% 6.7x 6.4x 15.6x 14.8x 27.4x

Ultimate Software Group ULTI $5,710 $5,791 87.1% 0.9% 42.9% 26.4% 30.6% 8.8% 7.3x 5.9x 83.0x 24.4x 197.2x

WageWorks WAGE $2,252 $2,682 89.8% 42.9% 25.5% 9.1% 35.4% 21.0% 6.2x 4.7x 29.5x 15.9x 133.9x

Paylocity Holding PCTY $1,905 $1,987 77.8% 18.0% 55.6% 40.8% 33.7% 5.2% 7.2x 5.7x NM 39.4x NA

Thomson Reuters TRI $37,601 $32,218 94.6% 6.8% 24.6% (8.5%) 2.0% 26.5% 3.4x 3.3x 12.7x 11.3x 29.3x

Experian EXPN-GB $22,376 $19,201 97.3% 13.8% 12.4% (2.5%) 8.0% 34.0% 4.9x 4.6x 14.5x 13.4x 26.4x

Moody's Corporation MCO $22,738 $21,402 98.3% 16.0% 38.7% 3.4% 6.8% 45.5% 6.3x 6.0x 13.9x 12.9x 82.4x

Equifax EFX $18,997 $16,395 99.3% 19.6% 96.1% 18.1% 10.1% 35.7% 6.0x 5.6x 16.9x 15.3x 33.8x

TransUnion TRU $9,255 $6,984 98.9% 38.9% NA 13.1% 10.6% 34.3% 5.4x 5.0x 15.8x 12.8x 59.0x

Dun & Bradstreet Corporation DNB $5,261 $3,983 76.2% 4.7% 3.4% 4.1% 4.6% 28.9% 3.1x 3.0x 10.7x 10.7x 39.1x

FleetCor Technologies FLT $17,121 $13,907 85.8% 1.8% 28.7% 7.6% 23.5% 52.2% 9.3x 7.8x 17.9x 14.1x 31.9x

WEX WEX $6,446 $4,424 84.2% 24.2% 7.3% 19.2% 19.5% 33.8% 6.3x 5.4x 18.7x 12.6x 69.9x

Financial Software Median $17,121 $13,907 93.4% 14.1% 30.4% 7.6% 10.1% 33.8% 6.2x 5.4x 16.2x 14.1x 36.5x

Western Union Company WU 11,600 9,691 89.6% 5.5% 21.3% (1.1%) 0.2% 24.7% 2.1x 2.1x 8.7x 8.9x 39.9x

Open Text Corporation OTC-CA 9,591 8,918 96.5% 30.3% 44.0% 7.0% 28.5% 34.0% 4.9x 3.9x 14.4x 11.3x 7.5x

Cass Information Systems CASS-US 474 740 88.3% 26.3% 25.9% 3.3% NA 25.2% 3.8x NA 14.9x NA 30.7x

Basware BAS1V-FI 533 521 78.6% (17.2%) (31.3%) 3.2% 2.7% NM 3.2x 3.2x NM NM NA

B2B Transactions Median $5,062 $4,829 89.0% 15.9% 23.6% 3.2% 2.7% 25.2% 3.5x 3.2x 14.4x 10.1x 30.7x

Visa V $171,030 $165,122 96.5% 16.2% 65.6% 13.6% 16.6% 70.5% 10.7x 9.4x 15.2x 13.3x 35.9x

Mastercard MA $115,391 $119,061 99.1% 19.0% 50.3% 11.5% 12.3% 58.1% 10.7x 9.8x 18.4x 16.8x 30.5x

American Express AXP $98,778 $71,300 96.5% 28.8% (13.2%) (1.8%) (3.9%) NA 2.9x 3.1x NA NA 14.0x

Discov er Financial Serv ices DFS $51,698 $26,255 92.0% 34.3% 15.8% 5.6% (6.5%) NA 4.9x 5.3x NA NA 11.9x

First Data Corporation FDC $26,854 $5,766 93.0% 19.8% NA 1.2% 3.6% 22.4% 2.3x 2.3x 10.3x 8.9x 33.7x

Alliance Data Systems ADS $28,972 $13,925 99.1% 13.2% (8.6%) 10.8% 11.1% 24.9% 4.1x 3.7x 16.3x 14.7x 33.9x

Cielo CIEL3-BR $23,810 $20,187 77.0% 8.4% (20.2%) 6.0% 18.1% 45.0% 6.7x 5.8x 15.0x 12.8x 16.0x

Vantiv VNTV $13,781 $10,387 96.8% 19.0% 111.6% 16.4% 31.0% 53.6% 8.4x 6.6x 15.7x 13.8x 48.6x

Global Payments GPN $16,415 $12,303 98.8% 23.6% 123.5% 5.5% 15.7% 30.8% 5.5x 4.8x 17.7x 14.9x 35.1x

Total System Serv ices TSS $12,765 $9,802 94.6% 12.4% 76.1% 12.1% 8.9% 31.4% 4.1x 3.8x 13.0x 11.1x 30.9x

Euronet Worldwide EEFT $4,271 $4,478 99.5% 15.4% 96.2% 10.5% 11.1% 16.9% 2.2x 2.0x 12.9x 10.8x 26.5x

Paysafe Group PAYS-GB $3,014 $2,832 93.2% (4.0%) 56.4% 63.1% 13.9% 28.7% 3.0x 2.7x 10.5x 9.0x 21.8x

Payments Median $25,332 $13,114 96.5% 17.6% 56.4% 10.7% 11.7% 31.1% 4.5x 4.3x 15.1x 13.1x 30.7x

Fintech Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Sub-Vertical Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 17E Rev. LTM EBITDA 17E EBITDA Earnings

ENTERPRISE & COMMERCIAL SOLUTIONS – TRADING COMPARABLES

VALUATION1

As of March 31, 2017

Payments

Financial Software

Payment

Networks

Payment

Processing

Payroll &

Benefits

Fleet

Payments

Transfer/Remit

eInvoicing,

EDI, RCM

Data &

Compliance

B2B Transactions

($ in millions)

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

Announced Date Target/Issuer Buyer Description New Money ($m)

03/16/2017 Recurly Greycroft Partners Provider of enterprise subscription billing management software. NA

03/14/2017 ProducePay Menlo Ventures Provider of a financing platform connecting farmers, distributors, and banks. $77

03/08/2017 Veem Kleiner Perkins Provider of discounted international wire transfer serv ices. $24

03/06/2017 CurrencyCloud GoogleVentures Provider of a foreign exchange payments platform to remit cross border payments. $25

03/02/2017 Sensibill Impression Ventures Provider of a receipt management platform. $17

02/14/2017 Exactuals TTV Capital Provider of a SaaS payments platform focused on the royalty/residual based markets. $11

01/12/2017 HouseCanary Bryant Stibel Provider of a real estate analytics platform. $33

01/11/2017 iZettle American Express Ventures, Intel Capital Provider of credit card serv ices allowing users to accept payments on mobile devices. $63

01/11/2017 PayClip General Atlantic Provider of card reader serv ices enabling users to accept mobile credit card payments. $24

01/11/2017 Fino Paytech Blackstone, ICICI Provider of a banking technology platform for payment serv ices. $59

01/09/2017 Activehours Felicis Ventures Provider of software enabling employees to access earned wages at their discretion. $22

01/06/2017 Regent Education Chrysalis Ventures, Ares Capital Provider of financial aid management serv ices for private education institutions. $11

01/05/2017 PayNearMe UnionGrove Provider of a cash-based payments platform. $21

12/20/2016 Appetize Shamrock Capital Advisors Provider of a multi-site and multi-business unit point-of-sale (POS) solution for retailers. $20

12/07/2016 Nubank DST Global, Founders Fund Provider of digital credit cards and online financial serv ices. $80

Announced Date Target/Issuer Buyer Description Enterprise Value ($m)

03/29/2017 NuData Security, Inc. Mastercard, Inc. Provider of real-time behavioral and statistical analytics software to verify users. NA

03/16/2017 Acculynk, Inc. First Data Corp. Provider of white label payment and authentication solutions. NA

02/28/2017 Retail Merchant Serv ices Ltd. TCMI, Inc. Provider of low-cost card payment serv ices. NA

02/27/2017 Rainmaker Group (Lease Rent Options) RealPage, Inc. Provider of profit optimization software for the mutifamily housing sector. $300

02/14/2017 TIO Networks Corp. PayPal Holdings, Inc. Provider of cloud-based multi-channel bill payment processing serv ices. $170

02/08/2017 Sigma Payment Solutions, Inc. M&A Ventures LLC Provider of automated credit card processing and merchant serv ices. NA

02/06/2017 Clarient Thomson Reuters Provider of a client reference data platform. NA

01/31/2017 YourMembership.com Ministry Brands Provider of membership management software and payment solutions for associations. NA

01/26/2017 MoneyGram International, Inc. Ant Financial Provider of payment processing solutions facilitating global money transfer serv ices. $1,656

01/18/2017 PAI Merchant Serv ices, Inc. Clearent LLC Provider of payment processing solutions tailored to the specific needs of merchants. NA

01/13/2017 Concardis Bain Capital, Advent International Provider of full-serv ice payment serv ices, credit card systems, and POS solutions. $746

01/10/2017 Financial-Information-Technologies, LLC Luminate Capital Partners Provider of data, payment, and software serv ices to the beverage alcohol industry. NA

01/05/2017 Financial Management Solutions Kronos Provider of workforce and analytics applications. NA

01/04/2017 Sterling Payment Technologies LLC EVO Payments International LLC Provider of electronic transaction processing serv ices for all major credit cards. $195

12/15/2016 Tallie K1 Investment Management Provider of a comprehensive, cloud-based expense report software for CPAs. NA

ENTERPRISE & COMMERCIAL SOLUTIONS – TRANSACTION ACTIVITY

SELECT RECENT M&A TRANSACTIONS1

SELECT RECENT PRIVATE PLACEMENT TRANSACTIONS2

* “NM” indicates transaction value below $1 million.

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

Networking & Collaboration

Data & Analytics

Trading, Wealth & Risk Management

Compliance & Reporting

Technology & Underwriting

Lead Generation & CRM

Core Systems

Lending & Workflow

Compliance & Analytics

Distributed Ledger Technology

INSTITUTIONAL SOLUTIONS – LANDSCAPE

REPRESENTATIVE INSTITUTIONAL SOLUTION PROVIDERS

Asset Management & TradingInsuranceBanking

To receive the latest Financial Technology market maps, please contact HW&Co. at [email protected]

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

RELX REL-GB $26,870 $21,064 99.2% 5.2% 27.6% 2.0% 1.6% 33.7% 2.9x 2.9x 8.6x 8.4x 27.8x

Thomson Reuters TRI-CA $37,601 $32,218 94.6% 6.8% 24.6% (8.5%) 2.0% 26.5% 3.4x 3.3x 12.7x 11.3x 29.3x

Moody's MCO $22,738 $21,402 98.3% 16.0% 38.7% 3.4% 6.8% 45.5% 6.3x 6.0x 13.9x 12.9x 82.4x

MSCI MSCI $10,083 $8,800 88.9% 31.2% 121.8% 7.0% 9.5% 49.5% 8.8x 8.2x 17.7x 16.0x 36.0x

SS&C Technologies SSNC $9,600 $7,219 94.5% 11.6% 71.2% 48.1% 14.5% 34.9% 6.5x 5.7x 18.6x 13.8x 55.3x

FactSet Research Systems FDS $6,687 $6,507 89.8% 8.8% 52.4% 8.3% 8.4% 35.5% 5.8x 5.4x 16.3x 15.6x 19.5x

Dun & Bradstreet DNB $5,261 $3,983 76.2% 4.7% 3.4% 4.1% 4.6% 28.9% 3.1x 3.0x 10.7x 10.7x 39.1x

Fair Isaac Corporation FICO $4,538 $4,005 96.9% 21.5% 129.1% 6.1% 5.9% 23.0% 5.0x 4.8x 21.9x 16.3x 32.6x

DST Systems DST $4,173 $3,839 95.2% 8.6% 27.6% (44.9%) 37.8% 23.1% 2.7x 2.0x 11.6x 9.8x 47.5x

Broadridge Financial Solutions BR $9,007 $8,037 94.7% 14.6% 79.3% 24.5% 22.2% 18.8% 2.6x 2.1x 13.8x 12.1x 27.7x

Fidessa group FDSA-GB $1,085 $1,202 85.4% (11.2%) (27.3%) (0.8%) (1.1%) 26.3% 2.4x 2.5x 9.2x 9.9x 26.7x

Asset Management & Trading Median $9,007 $7,219 94.6% 8.8% 38.7% 4.1% 6.8% 28.9% 3.4x 3.3x 13.8x 12.1x 32.6x

Guidewire Software GWRE $3,583 $4,165 88.0% 3.4% 11.6% 13.6% 22.2% 4.8% 8.0x 6.8x NM 36.9x 512.1x

Ebix EBIX $2,079 $1,929 94.1% 50.2% 250.4% 12.4% 12.1% 37.1% 7.0x 6.3x 18.8x 17.0x 21.4x

Sapiens International SPNS $552 $630 80.6% 7.5% 55.9% 16.5% 25.1% 16.1% 2.6x 2.1x 15.8x 14.5x 32.2x

Insurance Median $2,079 $1,929 88.0% 7.5% 55.9% 13.6% 22.2% 16.1% 7.0x 6.3x 17.3x 17.0x 32.2x

Fidelity National Information Serv ices FIS $36,077 $26,178 94.9% 25.8% 47.7% 40.1% 3.6% 29.8% 3.9x 3.8x 13.1x 11.7x 46.3x

Fiserv FISV $29,003 $24,741 97.5% 12.4% 101.3% 4.8% 6.5% 33.9% 5.3x 5.0x 15.5x 14.1x 27.8x

Jack Henry & Associates JKHY $7,213 $7,227 97.3% 10.1% 64.6% 7.4% 7.2% 35.4% 5.2x 4.9x 14.6x 13.8x 28.4x

Temenos Group TEMN-CH $5,798 $5,624 96.9% 44.8% 131.1% 16.9% 11.8% 54.3% 9.1x 8.4x 16.8x 22.1x 47.8x

CoreLogic CLGX $4,965 $3,435 93.8% 17.3% 33.2% 27.8% (3.7%) 23.3% 2.5x 2.7x 10.9x 10.6x 33.5x

Oracle Financial Serv ices 532466-IN $4,997 $4,997 95.6% 10.2% 15.1% 3.7% 16.9% 39.2% 7.7x 6.7x 19.5x 16.1x 27.4x

ACI Worldwide ACIW $3,188 $2,509 93.2% 2.9% 6.1% (3.9%) 2.2% 17.7% 3.2x 3.1x 17.9x 13.0x 19.6x

Q2 Holdings QTWO $1,312 $1,410 92.7% 45.0% 109.8% 38.0% 37.2% NM 8.7x 6.8x NM NM NA

Bottomline Technologies EPAY $1,021 $959 75.0% (22.4%) (34.5%) 2.4% 7.2% 9.5% 3.0x 2.8x 31.3x 13.2x NA

Banking Median $4,981 $4,216 94.4% 11.3% 40.4% 7.5% 6.8% 29.8% 4.5x 4.4x 15.5x 13.2x 28.4x

INSTITUTIONAL SOLUTIONS – TRADING COMPARABLES

VALUATION1

Asset Management & Trading

Insurance

Banking

Core

Systems

Technology &

Underwriting

AMT

Data &

Analytics

As of March 31, 2017

Fintech Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Sub-Vertical Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 17E Rev. LTM EBITDA 17E EBITDA Earnings

($ in millions)

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

Announced Date Target/Issuer Buyer Description New Money ($m)

03/29/2017 Shapeshift Earlybird Ventures Provider of an online digital currency exchange designed for blockchain assets. $10

03/16/2017 Ottonova Tengelmann Ventures Provider of private healthcare insurance digital serv ices. $17

02/22/2017 Prospa AirTree Ventures Provider of an online platform designed to lend to small businesses. $19

02/13/2017 CrediFi Battery Ventures Provider of an online big data platform for commercial real estate loans. $13

02/02/2017 Nymbus Insight Venture Partners Provider of core banking software for banks and credit unions. $24

01/26/2017 Nexera Warburg Pincus Provider of technology-enabled residential mortgage lending serv ices. NA

01/25/2017 TruMid CreditEase Provider of an electronic credit trading platform. $28

01/24/2017 InvestCloud JPMorgan Chase Provider of integrated digital applications for investment managers. $25

01/18/2017 Collibra ICONIQ Capital Provider of data governance software for financial serv ices organizations. $50

12/22/2016 Axoni Andreessen Horowitz; Goldman Sachs Provider of distributed ledger technology to the financial serv ices industry. $18

12/13/2016 Indifi Technologies Pvt Ltd. Accel Partners Provider of online platform to connect small businesses with institutional lenders. $10

12/05/2016 Lemonade General Catalyst; Sequoia Capital Provider of artificial intelligence and behavioral software for the insurance industry. $34

11/28/2016 QuantGroup Sunshine Insurance; Fosun Capital Provider of big data analysis for the consumer finance industry. $73

11/17/2016 Fundinfo AG HgCapital Provider of cloud-based investment consulting serv ices. NA

11/15/2016 eOriginal, Inc LLR Partners Provider of digital transaction lifecycle management. $27

Announced Date Target/Issuer Buyer Description Enterprise Value ($m)

03/22/2017 Avaloq Group Warburg Pincus Provider of core banking solutions for front, middle, and back office applications. $863

03/20/2017 BI-SAM Technologies FactSet Research Systems Inc. Provider of portfolio analytics solutions for investment strategy evaluation. $205

03/14/2017 RAGE Frameworks, Inc. Genpact Ltd. Provider of knowledge-based automation (AI) technology and serv ices. NA

03/13/2017 DH Corp. Vista Equity Partners Provider of global lending software solutions. $3,447

03/13/2017 Xceptor CBPE Capital Provider of SaaS-based data management and process automation software. NA

03/13/2017 Autobooks Baird Capital Provider of cash management solutions for small business owners. $6

03/06/2017 ITRS Group Ltd. TA Associates Provider of real-time monitoring and analytics software to finanical institutions. $172

02/15/2017 StoneRiver, Inc. Sapiens International Corp. Provider of comprehensive insurance technology applications. $102

02/15/2017 Rubik Financial Ltd. TEMENOS Group Provider of customer-driven technology solutions for the banking industry. $59

02/1/2017 MoneyMate, Advise, Ascendant CIP Capital Provider of fund data research and management serv ices. NA

01/31/2017 Veson Nautical Pamlico Capital Provider of commercial maritime operations, financials, and freight trading applications. NA

01/26/2017 Valen Technologies, Inc. Insurity, Inc. Provider of predictive analytics solutions for property and casualty insurance. NA

01/23/2017 Resonant Software, Inc. Internet Pipeline, Inc. Provider of integrated life insurance underwriting software and applications. NA

01/10/2017 Avention, Inc. Dun & Bradstreet Corp. Provider of a sales and marketing intelligence platform. $150

12/19/2016 ISCS, Inc. Guidewire Software, Inc. Provider of financial software development serv ices. $160

INSTITUTIONAL SOLUTIONS – TRANSACTION ACTIVITY

SELECT RECENT M&A TRANSACTIONS1

SELECT RECENT PRIVATE PLACEMENT TRANSACTIONS2

* “NM” indicates transaction value below $1 million.

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

P2P Payments & Transfers

Mobile Wallets and GatewaysP2P and Marketplace Lending

Credit Monitoring & Protection

Personal Finance & Roboadvising

Crowdfunding

CONSUMER SOLUTIONS – LANDSCAPE

REPRESENTATIVE CONSUMER SOLUTION PROVIDERS

Peer to Peer Personal Finance

To receive the latest Financial Technology market maps, please contact HW&Co. at [email protected]

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

Intuit INTU $30,182 $29,669 90.3% 11.5% 47.0% 11.6% 10.4% 29.3% 6.2x 5.7x 21.2x 14.7x 37.6x

Apple AAPL $780,815 $753,718 99.4% 31.8% 85.7% (6.3%) 9.4% 31.9% 3.6x 3.3x 11.3x 10.5x 17.2x

Microsoft MSFT $472,680 $508,935 99.5% 19.2% 59.0% (2.5%) 20.0% 33.0% 5.6x 4.7x 16.8x 12.2x 31.1x

Amazon.com AMZN $417,460 $423,031 99.6% 49.3% 158.5% 27.1% 27.8% 8.7% 3.1x 2.5x 35.3x 21.3x 180.9x

Facebook FB $305,103 $334,552 99.4% 24.5% 126.8% 54.2% 46.1% 53.7% 11.0x 8.1x 20.6x 12.9x 40.7x

Personal Finance & Mobile Wallet Median $417,460 $423,031 99.4% 24.5% 85.7% 11.6% 20.0% 31.9% 5.6x 4.7x 20.6x 12.9x 37.6x

PayPal PYPL $46,674 $51,649 96.6% 11.5% NA 18.3% 22.6% 20.4% 4.4x 3.7x 21.3x 14.6x 37.4x

Western Union WU $11,600 $9,691 89.6% 5.5% 21.3% (1.1%) 0.2% 24.7% 2.1x 2.1x 8.7x 8.9x 39.9x

Square SQ $3,065 $3,599 95.1% 13.1% NA 34.9% (43.6%) NM 1.8x 3.4x NM 26.7x NA

Green Dot Corporation GDOT $964 $1,653 99.2% 45.2% 69.3% 3.5% 16.5% 17.2% 1.3x 1.2x 7.8x 5.1x 41.7x

LendingClub LC $1,331 $2,197 65.3% (33.9%) NA 22.0% (48.4%) NA 1.1x 2.3x NA 25.9x NA

On Deck Capital ONDK $997 $363 56.4% (35.3%) NA 14.3% 36.6% NA 3.4x 2.6x NA NM NA

Peer to Peer Median $1,664 $2,197 95.1% 11.5% 21.3% 14.3% 3.3% 20.4% 1.8x 2.3x 8.7x 11.7x 40.8x

CONSUMER SOLUTIONS – TRADING COMPARABLES

VALUATION1

Peer to Peer

Personal Finance & Mobile Wallets

P2P Transfers

Marketplace

Lending

Personal Fin.

As of March 31, 2017

Mobile

Wallets

Fintech Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Sub-Vertical Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 17E Rev. LTM EBITDA 17E EBITDA Earnings

($ in millions)

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

Announced Date Target/Issuer Buyer Description New Money ($m)

03/31/2017 Robinhood DST Provider of a mobile stock trading application for consumers. NA

03/23/2017 Clarity Money RRE Provider of a personal finance assistance application for consumers. $11

03/21/2017 SoFi Silver Lake Provider of an online finance platform for student loan refinancing and mortgages. $453

03/09/2017 Viva Republica PayPal Provider of a financial serv ices mobile platform to simplify payments in Korea. $48

03/08/2017 Easynvest Advent International Provider of an online and mobile technology platform for investment decision making. NA

03/02/2017 Upstart Network Founders Fund, Kleiner Perkins Provider of an online lending marketplace to provide personal loans. $33

02/22/2017 Tala Collaborative Fund Provider of a mobile financial platform simplifying credit scoring and financial serv ices. $30

01/30/2017 Knock RRE Provider of a real estate trading platform. $33

01/26/2017 Raisin Index Ventures Provider of a deposit marketplace enabling access to interest rates from across Europe. $32

01/18/2017 Commonbond Neuberger Berman Private Equity Provider of a student loan refinancing platform. $37

01/11/2017 Funding Circle Accel Provider of a peer-to-peer small business lending platform. $100

01/11/2017 CompareEuropeGroup ACE & Company, Goldman Sachs Provider of a personal finance comparison platform. $21

12/05/2016 MoneyLion Edison Partners; FinTech Collective Provider of technology-enabled consumer lending software. $23

11/17/2016 PeerStreet Andreessen Horowitz; Montage Ventures Provider of online asset-backed-security brokerage serv ices to consumers. $15

11/01/2016 Classy JMI Equity, Salesforce Ventures Provider of online fundraising platform for social good organizations. $30

Announced Date Target/Issuer Buyer Description Enterprise Value ($m)

03/29/2017 GiveForward, Inc. YouCaring Provider of an online fundraising platform. NA

03/27/2017 Fit Pay NXT-ID Provider of a contactless payments platform for wearables and IoT devices. NA

03/01/2017 OrderAhead Square Provider of a mobile application for on-demand delivery of food. NA

02/22/2017 Tilt.com, Inc. Airbnb, Inc. Provider of a social crowdfunding platform. $62

02/01/2017 ZenBanx Holding Ltd. Social Finance, Inc. Provider of an international, multi-currency mobile banking platform. $100

01/30/2017 UniRush LLC Green Dot Corp. Provider of prepaid debit card solutions. $151

12/13/2016 AFJC Corp. Credit Karma, Inc. Provider of online indiv idual tax filing serv ices. NA

11/20/2016 LifeLock, Inc. Symantec Corp. Provider of theft identity protection serv ices. $2,096

11/18/2016 Cookies Labs GmbH Klarna AB Provider of a mobile application for peer-to-peer payments. NA

11/16/2016 Iron Horse Holdings LLC LendingTree LLC Provider of online credit card comparison, education, monitoring, and management. $130

10/18/2016 KountMoney Lendingkart Provider of data analytics to the P2P personal loan industry. NA

10/13/2016 RoboVest, Inc. InvestView, Inc. Provider of online trading and brokerage applications. NA

10/06/2016 Paribus Co. Capital One Financial Corp. Provides online consumer banking serv ices. NA

10/03/2016 Boltmade, Inc. Shopify, Inc. Provider of consumer centric software for the retail industry. NA

09/13/2016 EyeVerify, Inc. Ant Financial Serv ices Group Provider of mobile eye verification technology. $100

CONSUMER SOLUTIONS – TRANSACTION ACTIVITY

SELECT RECENT M&A TRANSACTIONS1

SELECT RECENT PRIVATE PLACEMENT TRANSACTIONS2

* “NM” indicates transaction value below $1 million.

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

SUMMARY OF TECHNOLOGY IPOS3

The technology IPO window appears tohave opened up in 2017. IPO dollar volumeincreased significantly in the first quarter,with five transactions representing nearly $4billion of total equity issued in thequarter. While much of this dollar volumewas driven by Snap’s $3.4 billion IPO, it is stillencouraging for the technology IPO marketgiven the limited volume of new issuancesover the last 12 months.

For the five technology IPOs in 1Q-2017,shares are trading up by a median 14%above their IPO price, creating a favorableoutlook for additional technology listings inthe near term.

MARKET CAP AT IPO (LTM) REVENUE GROWTH (1YR PRIOR TO IPO)OFFERING SIZE AT IPO (LTM)

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE)

26%

47%

26%

< 25% 25 - 75% > 75%

45%

25%

30%

$0-50M $50-500M $500M-$1B $1B+

5%

30%

45%

20%

$0 - 50M $50 - 100M $100 - 250M $250M +

(All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months)

6

16

13 13

11

18

7

11

5

15

3

8

0

2

9

4

5

1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 3Q-16 4Q-16 1Q-17

$0 - 50M $50 - 100M $100 - 250M $250M +

2013 Total: 48 2014 Total: 47 2016 Total: 152015 Total: 31 2017 Total: 5

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

(150.0%)

(125.0%)

(100.0%)

(75.0%)

(50.0%)

(25.0%)

0.0%

25.0%

50.0%

75.0%

100.0%

125.0%

150.0%

Circle Size Denotes Revenue ($)

% R

eve

nu

e G

row

thSto

ck

Pe

rfo

rma

nc

e

KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS3

IPO DATE

OFFER PRICE

OFFERING SIZE ($M)

OFFER TO CURRENT

92.0%

123.9%

42.6%

(32.1%)

92.5%

65.4% 71.1%

(26.7%)

17.3%

41.1%

75.1%

18.5% 10.6%

43.1%

11.6%

107.0%

24.3%

64.3%

29.5%

117.1%

43.2% 33.4% 20.5%

84.3% 115.3%

49.3%

85.7%

14.2% 70.3%

59.4%

(150.0%)

(50.0%)

50.0%

150.0%

250.0%

11/18/15 11/18/15 12/9/15 4/21/16 6/22/16 7/28/16 9/15/16 9/22/16 9/29/16 10/5/16 10/27/16 12/15/16 3/9/17 3/16/17 3/24/17

$9.0 $10.0 $21.0 $14.0 $15.0 $18.0 $12.0 $16.0 $16.0 $18.0 $17.0 $11.0 $14.0 $17.0 $14.0

$2,708.5 $540.1 $4,382.2 $1,129.4 $1,233.0 $503.5 $323.1 $596.6 $1,958.5 $866.0 $838.6 $287.2 $1,240.6 $2,141.9 $662.5

$243.0 $77.5 $462.0 $112.0 $150.0 $94.5 $90.0 $96.0 $237.9 $133.2 $146.2 $287.2 $233.3 $221.0 $126.0

92.0% 123.9% 42.6% (32.1%) 92.5% 65.4% 71.1% (26.7%) 17.3% 41.1% 75.1% 18.5% 10.6% 43.1% 11.6%

MARKET CAP AT OFFER ($M)

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PAGE | 20

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

26.4%

5.4%

9.3%

9.7%

11.7%

13.1%

24.4%

Other

Food & Beverage

Services & Leasing

Automotive

Insurance

Healthcare

Computers & Electronics

60%

50%

57% 55%

60%

66%

60% 58%

51% 50%

2008 2009 2010 2011 2012 2013 2014 2015 2016 1Q'17

4.0x

3.4x

3.8x 3.8x

4.3x

4.7x 4.7x

5.6x

4.5x

3.3x

4.2x 4.3x4.5x

4.8x

5.3x 5.3x 5.3x 5.2x

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 1Q'17

FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA

LBO LOAN VOLUME BY INDUSTRY MEDIAN LBO DEBT PERCENTAGES

DEBT MARKET OVERVIEW3

MIDDLE MARKET LBO LOAN MULTIPLES MIDDLE MARKET LBO VOLUME BY QUARTER

2016 New-Issue LBO Loan Volume: $3.7 billion Percentage of Total Purchase Price

Median middlemarket LBO loanmultiples in 1Q 2017remained in line withthe prior three years at5.2x leverage.

Middle market LBOloan volumeincreased to $1.1billion in 1Q 2017.

Technologycompanies were thelargest recipients ofLBO loans in 2016,representing 24.4% ofnew issuance.

Median LBO debtpercentages were50% of total purchaseprice in 1Q 2017, inline with the priorquarter and belowhistorical averages.

Defined as Issuers with EBITDA of $50 Million or LessDefined as Issuers with EBITDA of $50 Million or Less

$2.0B

$1.2B

$1.6B$1.5B

$1.8B

$1.2B

$1.9B$2.0B

$0.4B

$0.9B

$1.2B

$0.7B

$0.9B$1.1B

4Q'13 1Q'14 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17

Institutional Pro Rata

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PAGE | 21

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

HW&CO.’S TECHNOLOGY, MEDIA & TELECOM GROUP:M&A ADVISOR OF CHOICE FOR MARKET LEADING TECHNOLOGY COMPANIES

acquired by

majority

recapitalization by

acquired by

recapitalized by

acquired by

GFI Energy Group

a division of

acquired by

B2C

recapitalized by acquired byacquired by acquired by acquired by acquired by

acquired bymajority investment

fromacquired bymerged with merged with acquired by acquired by

acquired by

significant equity

investment from

acquired a majority

stake inacquired by

acquired by

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acquired by

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acquired by

acquired by

acquired by acquired byrecapitalized by

acquired by

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investment fromacquired by acquired

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acquired by acquired byacquired by acquired by acquired byacquired byacquired byminority investment

from

acquired byacquired by

strategic investment

fromacquired by

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acquired by

and

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investment fromacquired by

strategic investment

from

acquired by

growth equity

investment from

acquired by

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acquired byminority investment

from

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and

acquired byacquired by

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recapitalized by acquired by

acquired by

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and

acquired by acquired acquired by acquired by acquired byacquired byacquired byrecapitalized bymajority investment

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growth Investment

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Page 23: FINANCIAL TECHNOLOGY SECTOR REVIEW · Data and compliance companies are developing solutions that drive improved decision making through the gathering and interpretation of expanding

PAGE | 22

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

PNC AND SOLEBURY CAPITAL OVERVIEW

PNC’S CORPORATE & INSTITUTIONAL BANKING GROUP

M&A advisory and related services are offeredthrough HW&Co.

CORPORATE FINANCE AND M&A ADVISORY

Sell Side Advisory / Capital Raising / Management Buyouts / Fairness Opinions / Acquisitions Advisory

CAPITAL MARKETS ADVISORY & INVESTOR RELATIONS

Capital markets advisory and investorrelations services are offered throughSolebury Capital, the premier ECMadvisory firm in North America

Expert ECM Advice & Judgment / Strategic ECM Based IR Solutions / FINRA Member Firm / Project & Execution Management

ADDITIONAL PNC C&IB SOLUTIONS

Treasury Management Institutional Investment

Management

Wealth Management Capital Markets International Services

SELECT PNC FINTECH RELATIONSHIPS SELECT SOLEBURY FINTECH TRANSACTIONS

$$2,350mm

IPO

2015

$575mm

IPO

3/21/2012

$284mm

Block

9/18/2013

$319mm

Block

3/7/2013

$525mm

Block

6/7/2016

$100mm

IPO

4/14/2014

$126mm

FO

1/14/2015

SOLEBURY CAPITAL OVERVIEW

SOLEBURY CAPITAL ADVISORY PLATFORM

CAPITAL MARKETS ADVISORY

Expert ECM Advice & Judgement

• IPOs

• Marketed Follow-ons

• Block Trades

Global reach in partnership with STJ

FINRA member firm

INVESTOR RELATIONS

Strategic ECM-based IR Solutions

• Strategic IR Advisory

• Perception Studies / IR Audits

• Infrastructure Projects

Small / Mid-Cap Focus

IPO Expertise

Unbiased Advice from Seasoned Product Specialists

• > 285 Advisory Engagements / >$133bn Proceeds

• 128 transactions and 44 IPOs since 2013 /

$49.9bn

• “Trusted Advisor” Status with Clients

• High Impact Street Relationships

• High Activity Level = Powerful Information Hub

Action-Oriented IR Model Grounded in ECM DNA

• 40 Active Clients / 70+ Client Engagements

• Boutique Service – Big Firm Resumes

• Team with ECM, Research, Sales and TraditionalIR Experience

Representative Clients:

$732mm

Block

2/15/2017

$502mm

FO

5/17/2013

$135mm

FO

3/27/2014

Page 24: FINANCIAL TECHNOLOGY SECTOR REVIEW · Data and compliance companies are developing solutions that drive improved decision making through the gathering and interpretation of expanding

Healthcare & Life Sciences

IndustrialsEnergy, Power & Infrastructure

Industrials

PAGE |

Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities. Our clients benefit form our deep-sector experience,integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information,visit our website at www.harriswilliams.com/industries.

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

NETWORK OFFICES

Beijing

Hong Kong

Mumbai

New Delhi

Shanghai

Aerospace, Defense & Government

Services

Building Products & Materials

Business Services

Consumer Specialty Distribution

Technology, Media & Telecom

Transportation & Logistics

BostonOne International PlaceSuite 2620Boston, Massachusetts 02110Phone: +1 (617) 482-7501

Cleveland1900 East 9th Street20th FloorCleveland, Ohio 44114Phone: +1 (216) 689-2400

Minneapolis222 South 9th StreetSuite 3350Minneapolis, Minnesota 55402Phone: +1 (612) 359-2700

Richmond (Headquarters)1001 Haxall Point9th FloorRichmond, Virginia 23219Phone: +1 (804) 648-0072

San Francisco575 Market Street31st FloorSan Francisco, California 94105Phone: +1 (415) 288-4260

Washington, D.C. 800 17th St. NW2nd FloorWashington, D.C. 20006Phone: +1 202-207-2300

FrankfurtBockenheimer Landstrasse 33-3560325 FrankfurtGermanyPhone: +49 069 3650638 00

London63 Brook StreetLondon W1K 4HS, EnglandPhone: +44 (0) 20 7518 8900

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q4 2016

Technology, Media & Telecom

OUR FIRM

23

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PAGE | 24

FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industryknowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory,board advisory, private placements, and capital markets advisory services.

Investment banking services are provided by Harris Williams LLC and Solebury Capital LLC, registered broker-dealers and members of FINRA and SIPC, and Harris Williams & Co.Ltd, which is private limited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrarof Companies for England and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams &Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIALINSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANYFINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUTTHE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS.

The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is defined by applicable lawand regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financialinstruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes norepresentation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to,have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment bankingservices for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities,options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and aresubject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisionsusing their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is notnecessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior writtenconsent.

Copyright© 2017 Harris Williams & Co., all rights reserved.

HARRIS WILLIAMS & CO.

1. FactSet

2. PitchBook

3. S&P Global

4. HW&Co. proprietary information

SOURCES

DISCLOSURES


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