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M&AM A R L I N & A S S O C I A T E S

F i n a n c i a l Te c h n o l o g yM A R K E TU P D A T E

INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES

www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved

October 2018

Toronto

Washington, D.C.

New York

Dear Clients and Friends,

Our latest Fintech m&a report can be found below. It highlights m&a trends and transactions in the seven segments of the Fintech world that we follow and sometimes lead.

Just over a year ago, we published a piece on the relationship between “AI” (Artificial Intelligence) and North Korean missiles. We noted the AI focus of investor Masayoshi Son (the founder of Softbank) and his new “Vision” Fund and pointed out that Mr. Son and Kim Jong-un are not alone in chasing the pot of gold at the end of the AI rainbow. China is investing billions in AI, as are GE, Google, IBM, Intel, Microsoft, Salesforce, Softbank, the CIA and the Department of Defense. A critical mass of the logical first applications for AI are upon us – and we call them robots.

Robots and Fintech have long been intertwined; we even use the prefix “robo-advisors”, some of which have replaced many functions once performed by wealth managers. Sometimes we call them by other names such as “ATMs”—automated teller machines—that replace human tellers receiving and dispensing money and information; or “chatbots”—computer programs—that have text conversations with human users; or “virtual assistants”—interactive programs—that have voice conversations with users.Despite what we call them, all of these examples use AI to access databases and CRM systems to answer questions and direct usersto other resources (often human) 24 hours a day, 7 days a week—thereby replacing the intermediary human agents.

Last year, Deutsche Bank’s CEO, John Cryan predicted “a bonfire of industry jobs” as the robots march forward.

He may be right in the long run. Robots are certainly eliminating manual intervention in many Fintech tasks including loan origination, customer on-boarding, account validations, customer service, trend analysis, quantitative research, algorithmic trading, report writing and more. Accenture writes of “Robotic Process Automation” as a route to “… better service, fewer mistakes, a full audit trail, more scalability and yes, lower costs.”

While robots may have replaced off-shore customer service representatives just as they once replaced pool typists and mail room sorters, so far, robots have not been all bad for most mortgage bankers, payment processors, P&C insurers, private bankers and wealth managers. Instead, robots have allowed them to spend less time on repetitive labor intensive roles and more on roles that require more creativity and brain power. So we’re more sanguine than Mr. Cryan. We aren’t seeing total Fintech industry employment decreasing by much yet, instead we’re seeing more industry creativity.

We know many Fintech companies around the world that are leveraging AI, and we enjoy advising them as they seek to buy, sell or raise capital. More information on the trends, transactions and m&a values in the seven segments of the Fintech world that we follow and sometimes lead can be found in the following report. A few of the more interesting recent transactions include:

DEAR CLIENTS AND FRIENDS,The Robots Are Coming. Our Fintech M&A Report for October 2018

Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data, and relatedservices. The firm is based in New York City, with offices in Washington, D.C., and Toronto, Canada. It has been the recipient of numerous awards including “BoutiqueInvestment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and “TMT Advisory Bank of theYear.” Marlin & Associates' team of professionals has advised over 200 information-technology transactions.

• Stripe (San Francisco, CA) raised $245mm in an equity funding round led by Tiger Global Management, increasing the company’s valuation to $20bn,

• Nasdaq (NASDAQ:NDAQ) agreed to acquire Cinnober for SEK1.7bn (~$190mm), valuing the company at an implied 4.4x LTM revenue,

• Lianlian (Hangzhou, China) raised ¥1.0bn (~$147mm) in a Series C funding round led by Sequoia Capital China and Boyu Capital,

• Enigma Technologies (New York, NY) raised $95mm in a funding round led by multiple investors.

Ken Marlin | Managing Partner | Marlin & AssociatesAuthor | The Marine Corps Way to Win on Wall Street

Sincerely,

Please see our October Fintech M&A Report below.

https://www.marlinllc.com/blog/what-do-north-korean-missiles-ai-and-big-data-have-in-common/

http://theconversation.com/banking-sector-will-be-ground-zero-for-job-losses-from-ai-and-robotics-83731

https://www.accenture.com/t20170213T031324Z__w__/cn-en/_acnmedia/PDF-43/Accenture-InsideOps-Asset-Management-Robotics.pdf

https://www.marlinllc.com/marine-corps-way

https://www.linkedin.com/company/marlin-&-associates/

https://www.linkedin.com/company/marlin-&-associates/

MARLIN & ASSOCIATES: FINTECH MARKET UPDATE

Marlin & Associates3

Sector Analyses10

Banking Software & Processors10

Capital Markets Software & Services11

Data & Analytics – Financial Services12

Insurance Technology13

Payment Technology14

Securities Exchanges15

Technology-Enabled Financial Institutions16

Sector Comparison9

Case Studies17

Events8

Financial Technology is a complex industry that serves a wide range of customers, includingretail, commercial, merchant and investment banks; asset managers; insurance companies;securities exchanges; corporations (treasurers and CFO’s); merchants (payments); and a host ofother financial services industry participants, consumers and intermediaries who interface withthese financial institutions.

OCTOBER 2018

Note: Not a complete list

Ken Marlin

Founder and Managing Partner of M&A• Twice named to II’s Tech 50• Member Market Data Hall of Fame• MD Veronis Suhler Stevenson• CEO of Telesphere Corporation • CEO of Telekurs (NA)• EVP Bridge Information systems• SVP at Dun & Bradstreet• BA from the University of California (Irvine)• MBA from UCLA, post-MBA from New

York University Jason Panzer

Chief Operating Officer of M&A• 20+ years of M&A experience advising

technology and PE firms, globally• VP Business Development at FactSet• M&A attorney of Skadden, Arps, Slate,Meagher and Flom

• CFO of JCF Group• MBA from Columbia Business School• J.D. from Fordham Law School• CFA Charterholder

• 18+ years of investment banking andprivate equity experience

• Named twice to Dealer’s Digest and recently M&A Advisor’s “40-Under-40”

• Founded Marlin & Associates with Ken Marlin

• Formerly at Veronis Suhler Stevenson, Morgan Stanley, and American International Group

• BS from Binghamton University

MARLIN AND ASSOCIATES: WHO WE ARE

OUR SENIOR TEAM BRINGS EXTENSIVE DEPTH, BREADTH AND INDUSTRY EXPERTISE TO OUR CLIENTS

Michael Maxworthy

OCTOBER 2018

"The Marlin & Associates team was a highly valued player in completing our transaction. Their professional expertise and commitment to the process, preparation, positioning, presentation, and leadership got us to the finish line. They’re smart, available whenever needed, and bring the work ethic to get the deal done.”

Roman BrunnerCEO, QuoVadis

Tom Selby

• 18+ years of M&A experience • VP of Business Development at

SunGard• Founder of software company sold to

SunGard • Started career designing trading software

for TD Bank• BaSC, Engineering from University of

Toronto

Sam Levy

• 10+ years of technology investment banking experience

• Experience working with both large corporations and entrepreneurial technology-based companies

• Formerly at BNPParibas,• MBA, NYU Stern, MS from

CentraleSupelec

Tom Selby

Anup Agarwal

• 18+ years of investment banking experience

• Formerly at Lehman Brothers, Bear Stearns and Houlihan Lokey

• MBA, University of Virginia (Darden); BS, Birla Institute of Technology & Science

OUR FOUNDING PARTNER HAS FIVE TIMES BEEN RECOGNIZED AS ONE OF THE MOST INFLUENTIAL PEOPLE IN FINANCIAL TECHNOLOGY

“Deal making is as integral to the evolution of the financial technology industry as thetechnologies themselves and Ken Marlin has been in the thick of it...”

– Institutional Investor 2014

In 2011, Institutional Investor, the international publisher focused primarily oninternational finance, has named M&A’s Founding Partner, Ken Marlin, as one ofInstitutional Investor’s Tech 50, which honored the 50 most “disruptive” figures in thefinancial technology sector

Institutional Investor calls these 50 people disrupters because they're changing theway Wall Street does business

Ken was the only investment banker included on the list

In 2014, Institutional Investor again named Ken as one of the 50 most influentialpeople in financial technology

Ken was, again, the only investment banker included on the list

In 2015, 2016, and 2017 Institutional Investor named Ken one of the “35 MostPowerful Dealmakers of 2016”

Institutional Investor calls these 35 people the influential financiers that acceleratefinancial start-up’s paths to commercialization

Candidates were evaluated by four primary sets of attributes: achievements andcontributions over the course of a career; scope and complexity ofresponsibilities; influence and leadership inside and outside the organization;and pure technological innovation.

OCTOBER 2018

M&A Award USA TMT Advisory Firm of the Year (2012, 2015, 2017) – Acquisition International

• Financial Technology Deal of the Year (2012, 2011)• North America Small Mid Markets Corporate Deal of the Year (2013)• Corporate M&A Deal of the Year (2010)• Technologies Deal of the Year (2010)* Firm-wide Awards

• Cross-Border Deal of the Year (2017)*• Cross-Border Boutique Investment Banking Firm of the Year (2016)*• Boutique Investment Banking Firm of the Year (2014, 2015, 2016)*• Advisory Firm of they Year (2015)*• Middle Market International Professional Services (B-to-B) Deal of the Year (2013)• Financial Services Deal of the Year (2013, 2012 and 2011)• Information Technology Deal of the Year (2011)• Middle Market Deal of the Year <$25M (2011)• Corporate and Strategic Acquisition of the Year (2011)• Middle Market Financial Services Deal of the Year (2011 and 2010)• Middle Market Information Technology Deal of the Year (2011 and 2010)• Middle Market International Financial Services Deal of the Year (2013 and 2010)• Middle Market International Information Technology Deal of the Year (2010)• Middle Market Financial Services Turnaround Deal of the Year (2009)• Middle Market Information Technology Turnaround Deal of the Year (2009)• Middle Market International Deal of the Year(2008)• Middle Market Financial Services Deal of the Year (2008)• Middle Market Technology Deal of the Year (2008)• Middle Market Investment Banking Firm of the Year (2008 and 2007)*• Middle Market International/Cross Border Deal of the Year (2007, Below $100M)• Middle Market Financial Services Deal of the Year (2007, Below $100M)• Middle Market Financing Agent of the Year – Equity (2007)*

PEER AND INDUSTRY GROUP RECOGNITION

Boutique Investment Banking Firm of the Year(2014, 2015, 2016) - The M&A Advisor

The M&A Advisor and The M&A Forum have recognized Marlin & Associates for excellence in multiple deal categories including:

The Global M&A Network has recognized Marlin & Associates for excellence in multiple deal categories through its M&A Atlas Awards:

TMT Advisory Firm of the Year (2016)

Boutique Investment Banking Firm of the

Year(2016)

– ACQ5 (Acquisition Finance

Magazine)

“We are always grateful to be recognized for our hard work, but we are more pleased that we areable to help our clients achieve the results that they seek.”

Ken MarlinFounder and Managing Partner

Note: Not a complete list.

OCTOBER 2018


CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR IMPORTANT STRATEGIC MOVES

OCTOBER 2018

“The team at Marlin & Associates was critical to our completion of this important strategic transaction, providing invaluable guidance throughout every step of the process. Their expertise in financial technology, SaaS, and the Salesforce ecosystem helped us to prepare effectively and best position Tier1CRM to potential investors. Their knowledge of the market helped us to identify the ideal investors as we move into the next phase of growth at Tier1. We could not have closed this transaction without their steady hand throughout.” Mark Notten, CEO, Tier1CRM

has received an equity investment from

Marlin & Associates acted as exclusive strategic and financial advisor to Investment Metrics

has been acquired by

Marlin & Associates acted as exclusive strategic and financial advisor to OptionsCity Software

Toronto, Canada

Atlanta, GA

Marlin & Associates acted as exclusive strategic and financial

advisor to TMX Group

has sold the Atrium wireless and extranet infrastructure

businesses to

a portfolio company of

Hamilton, Bermuda

Marlin & Associates acted as exclusive strategic and financial advisor to QuoVadis and ABRY


London, UKreceived an investment

from


advisor to OpenGamma

New York City, NY




advisor to Advise Technologies, LLC

New York City, NY

Lake Success, NY

Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems, Inc.



advisor to Tier1CRM

has received an equityinvestment from

Marlin & Associates acted as exclusive strategic and

financial advisor to MSCI Inc.

New York, NY

has sold Financial Engineering Associates, Inc. to

A portfolio company ofDallas, TX

New York, NY

has acquired

New York, NY

Marlin & Associates acted as exclusive strategic and financial advisor to Aquiline Holdings LLC


advisor to RapidRatings

San Francisco, CA

has received a $30 million equity investment from

New York, NYCharlotte, NC


advisor to Zenmonics

has received an equity investment from

Jacksonville, FL


CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR IMPORTANT STRATEGIC MOVES

OCTOBER 2018

“The Marlin team has been great, very knowledgeable, professional, and most importantly been very patient with us along the way. It is truly appreciated.”Riaz Syed, Zenmonics Co-Founder and CEO



financial advisor to Alacra, Inc.

Palo Alto, CA

New York, NYParis, France

Palo Alto, CA


financial advisor to Everteam.

has acquired the Business Process Management

business from

Campbell, CA

received an investment from


advisor to Trunomi.

Boston, MA

Windsor, CT

Marlin & Associates acted as exclusive strategic and financial advisor to Varden Technologies.


New York, NY

Dublin, Ireland

Marlin & Associates acted as financial advisor to Aquiline

Capital Partners.

has invested in

has sold the assets of

to

Marlin & Associates acted as exclusive strategic and financial advisor to CNO Financial Group.

Dublin, Ireland

London, United KingdomMarlin & Associates acted as

exclusive strategic and financial advisor to Information Mosaic.

has been acquired bySan Francisco, CA

has led a $60 million investment in

New York, NY

Marlin & Associates acted as exclusive financial advisor

Francisco Partners.

Brentwood, TN


Marlin & Associates acted as strategic and financial advisor to Agilum Healthcare Intelligence

has been acquired bySan Mateo, CA


financial advisor to Xignite.

received a strategicinvestment from

Tokyo, Japan

Salt Lake City, UT

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to iTransact Group, LLC


Phoenix, AZ

Boston, MA and San Francisco, CA


advisor to BillingTree

has completed a majority recapitalization with

2018 Fintech Events:

ConferenceDate Location Website

SEPTEMBER 2018

November 13, 2018 Empire Start UpsHear from those forging new trails in payments, blockchain, lending, robo-advisors, insurance tech, real estate and more. In addition to attracting hundreds of Fintech entrepreneurs, this conference also plays host to the investors and service providers that help accelerate startups.

San Francisco, CA Details

November 4-7, 2018

Chicago, IL Details

AFP 2018For four days, more than 6,000 treasury and finance decision-makers will gather at AFP 2018 to explore the emerging technologies, trends, services and products driving the profession. Take advantage of this opportunity to showcase your newest products to this key group of treasury and finance executives.

October 29-30Finnovate AsiaFinovateAsia is a part of Hong Kong’s Fintech Week, a government-led initiative to foster fintech development in Hong Kong and beyond. FinTech Week is expected to attract 5000+ senior executives and the world's top fintech founders, investors, regulators, and academics.

Hong Kong Details

November 1, 2018 Fintech FestivalThe Rise of FinTech is causing a complete restructuring of the global economy and the wholesale financial markets are not immune. Through the combination of cloud, blockchain, and artificial intelligence, our markets will be interconnected. Capital markets will be integrated with the real-world markets in real-time like never before. As a result, the economy will become virtual, digital, and automated.

New York, NY Details

November 13, 2018RegTechSummitThe RegTech Summit, organized by A-Team Group, brings together the community of practitioners managing regulatory change and implementing RegTech solutions.

New York, NY Details

November 19-20, 2018 LendIt EuropeThis year’s agenda continues to raise the bar with new developments in marketplace lending, credit & underwriting, financial inclusion, digital banking and the inaugural blockchain track.

DetailsLondon, UK

https://www.empirefintechconference.com/pages/ny2019

https://conference.afponline.org/

https://finance.knect365.com/finovateasia/

http://www.cvent.com/events/fintech-festival-2018/event-summary-f4d6ad5c1a014b5ebdddb4bc533e0705.aspx?RefID=Landing%20Page

https://datamanagementreview.com/events/regtech-summit-capital-markets-new-york-city

https://www.lendit.com/europe/2018

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 9/30/18. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Enterprise Value / Revenue

Enterprise Value / EBITDA

FINANCIAL TECHNOLOGYSector Comparison Snapshot:

0x 3x 6x 9x 12x

Technology-Enabled Financial Institutions*

Insurance Software

Capital Markets Software & Services

Payment Technology

Banking Software & Processors

Data & Analytics - Financial Services

Securities Exchanges

2017E EV/Revenue 2018E EV/Revenue

0x 7x 14x 21x 28x


Payment Technology

Data & Analytics - Financial Services

Technology-Enabled Financial Institutions*

Insurance Software



2017E EV/EBITDA 2018E EV/EBITDA

*Tech-Enabled Financial Institutions multiples calculated using Market Cap / Revenue and Market Cap / EBT

SEPTEMBER 2018

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 9/30/18. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.


Public Market Data

[1] Q2 Holdings (QTWO) added to the index as of IPO 3/20/14

Recent Activity

OCTOBER 2018

90

120

150

180

210

240

270

300

330

Oct-13 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18

5 Year M&A Banking Software Index[1] vs. S&P 500, base = 100

M&A Banking Software Index S&P 500

13x

17x

21x

25x

29x

33x

37x

41x

3.0x

3.5x

4.0x

4.5x

5.0x

5.5x

6.0x

6.5x


EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise(USD millions) Cap Value CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

FIS 36,320 44,462 4.9x 5.2x 17.7x 14.1x (1%) (7%) 27% 37%Fiserv 34,303 38,697 6.8x 6.6x 21.6x 17.5x 3% 2% 31% 38%Jack Henry & Associates 12,420 12,388 8.4x 7.8x 27.1x 22.3x 6% 8% 31% 35%Temenos 11,623 12,039 16.4x 14.3x 60.4x 37.1x 16% 15% 27% 39%Oracle Financial Services 4,554 4,051 6.6x 6.0x 16.2x 14.3x 1% 10% 41% 42%Ellie Mae 3,387 3,144 7.5x 6.3x 44.6x 23.9x 16% 20% 17% 26%ACI Worldw ide 3,252 3,872 3.8x 3.7x 21.8x 14.9x 2% 1% 17% 25%Bottomline Technologies 2,931 2,949 8.1x 7.2x 68.4x 29.9x 6% 12% 12% 24%Q2 Holdings 2,580 2,479 12.8x 10.4x na nm 29% 23% na 10%Virtusa 1,592 1,802 1.9x 1.5x 27.1x 18.3x 20% 25% 7% 8%Sw ord Group 393 387 1.9x 1.7x 13.8x 11.5x 8% 12% 14% 15%Microgen 348 351 4.3x 3.9x 19.4x 16.4x 46% 10% 22% 24%Gresham Technologies 142 133 4.7x 4.2x 27.6x 18.1x 26% 13% 17% 23%

Trim Mean 7,035 7,469 6.3x 5.7x 28.4x 19.0x 12% 11% 22% 27%Median 3,252 3,144 6.6x 6.0x 24.4x 17.8x 8% 12% 20% 25%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/28/16

QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new investor Sunshine Insurance Group, and including participation from GuosenHongsheng Investment Co., Fosun Capital, and other undisclosed investors. QuantGroup provides online financial services in China.

11/16/16

LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) for $130mm. CompareCards is an online platform enabling consumer credit card comparisons, and providing credit education and credit health management solutions. The transaction consideration consists of $85mm cash at closing and up to $45mm of earn-out payments paid during 2017 and 2018.

11/10/16

Meta Financial Group (NASDAQ:CASH) acquired Specialty Consumer Services (SCS) for $54mm. SCS offers a loan management platform and a proprietary underwriting model that are primarily used to deliver consumer tax advances and other consumer credit services. The transaction consideration consists of approximately $15mm at closing, with potential for additional contingent payments.


8/28/18

GDS Link (Dallas, TX) raised an equity round of funding from new investor Serent Capital. Serent acquired a minority stake in the business. GDS Link provides credit risk software to both traditional and alternative lenders, including marketplace lending, and point of sale finance. The transaction is the first institutional fundraise by GDS Link.

8/17/18

Link Group (ASX:LNK) made a strategic investment in Leveris. Leveris is an Ireland-based provider of end-to-end banking solutions to facilitate lending, deposit taking, card issuance, and digital channel design. Link Group expects the investment to expand the addressable market for its Banking & Credit Management business.

8/28/18

GDS Link (Dallas, TX) raised an equity round of funding from new investor Serent Capital. Serent acquired a minority stake in the business. GDS Link provides credit risk software to both traditional and alternative lenders, including marketplace lending, and point of sale finance. The transaction is the first institutional fundraise by GDS Link.



Public Market Data

Recent Activity

OCTOBER 2018

12x

15x

18x

21x

24x

27x

2.5x

3.0x

3.5x

4.0x

4.5x

5.0x


EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples


100

140

180

220

260


5 Year M&A Capital Markets Index vs. S&P 500, base = 100

M&A Capital Markets Index S&P 500


IHS Markit 21,859 27,772 7.7x 7.1x 24.8x 18.1x (1%) 9% 31% 39%Broadridge 15,887 16,676 3.9x 3.8x 21.0x 20.0x 24% 2% 19% 19%SS&C Technologies 13,463 19,588 11.7x 5.8x 31.2x 17.4x 13% 102% 38% 33%Computershare 7,693 8,662 3.9x 3.8x 15.8x 13.2x 10% 3% 25% 29%SimCorp 3,409 3,393 8.5x 7.6x 31.7x 28.0x 16% 13% 27% 27%Envestnet 2,766 3,084 4.5x 3.8x 39.8x 19.9x 18% 19% 11% 19%IRESS 1,543 1,676 5.4x 5.0x 23.7x 18.7x 10% 8% 23% 27%First Derivatives 1,465 1,483 6.5x 5.6x 53.6x 31.0x 23% 16% 12% 18%Linedata Services 312 387 1.9x 1.9x 9.6x 8.1x 7% (4%) 19% 24%Cinnober 200 187 4.6x 4.6x na na 7% (1%) na naStatPro Group 125 155 2.4x 2.1x 25.1x 13.3x 31% 15% 10% 16%Brady 72 66 2.2x 2.1x na 16.4x (10%) 3% na 13%

Trim Mean 4,686 5,529 5.0x 4.4x 26.6x 18.3x 13% 9% 21% 23%Median 2,154 2,380 4.5x 4.2x 25.0x 18.1x 12% 8% 21% 24%[1] Pro Forma full year combined figures



9/18/18

Trumid (New York, NY) raised $53mm in an equity round of funding led by new investor Singapore Exchange and existing investor DB1 Ventures (Deutsche Börse). Trumid, which provides an electronic trading network and market intelligence platform for corporate bonds, has now raised roughly $100mm in external funding since inception.

9/14/18

Nasdaq (NASDAQ:NDAQ) agreed to acquire Cinnober for SEK1.7bn (~$190mm), valuing the company at an implied 4.4x LTM revenue. Cinnober, which provides technology solutions to brokers, exchanges, and clearinghouses, is Nasdaq’s first acquisition since eVestment in September 2017. Nasdaq expects to realize significant synergies from product enhancement, cross-sale, and efficiency opportunities.

9/11/18

Q4 (Toronto, Canada)raised $38mm in a Series C round of funding led by new investor Napier Park, and including participation from existing investors The OpenText Enterprise Apps Fund, Information Venture Partners, and Espresso Capital. Q4, which provides an investor relations CRM and analytics platform, plans to use the funds to support continued development, invest in sales & marketing, and pursue acquisitions.


Data & Analytics – Financial Services

Public Market Data

OCTOBER 2018

Recent Activity


S&P Global 49,492 52,751 8.7x 8.2x 18.0x 16.6x 7% 6% 48% 49%Moody's 32,504 36,536 8.7x 7.9x 18.4x 16.3x 17% 10% 47% 48%Thomson Reuters 32,265 39,539 7.6x 7.2x 15.7x 31.1x 2% 5% 48% 23%Experian 23,639 26,996 5.9x 5.6x 18.1x 16.2x na 7% 33% 34%Verisk Analytics 20,331 22,976 10.7x 9.6x 23.3x 20.1x 8% 12% 46% 48%MSCI 16,248 17,454 13.7x 12.1x 26.5x 22.1x 11% 13% 52% 55%Equifax 15,851 18,213 5.4x 5.2x 16.3x 15.7x 7% 3% 33% 33%CoStar Group 15,340 14,373 14.9x 12.1x 57.4x 36.1x 15% 23% 26% 33%TransUnion 14,039 18,050 9.3x 7.7x 25.7x 20.1x 13% 21% 36% 39%FactSet Research Systems 8,698 9,035 7.2x 6.6x 21.1x 19.4x 10% 9% 34% 34%FICO 7,122 7,761 8.2x 7.3x 35.9x 30.8x 5% 11% 23% 24%Morningstar 5,414 5,187 5.7x 5.8x 22.1x 20.0x 14% (2%) 26% 29%Dun & Bradstreet 5,301 6,455 3.7x 3.7x 14.1x 12.3x 2% 1% 26% 30%CoreLogic 4,073 5,753 3.1x 3.1x 14.9x 11.6x (5%) 0% 21% 27%



11x

14x

17x

20x

23x

3.5x

4.5x

5.5x

6.5x

7.5x


EV /

EBIT

DA

EV /

Reve

nue



100

150

200

250


5 Year M&A Data & Analytics Financials Index vs. S&P 500, base = 100

M&A D&A Financial Index S&P 500


9/18/18

Enigma Technologies (New York, NY) raised $95mm in a funding round led by New Enterprise Associates with participation from BB&T, Capital One Growth Ventures, MetLife, Third Point, Glynn Capital, Comcast Ventures, Crosslink Capital, Two Sigma Ventures and the Partnership Fund for NYC. The company intends to use the funds expand its platform, focusing on risk, procurement and fraud.

8/30/18

CC Capital, Cannea Holdings and Thomas H. Lee Partners agreed to acquire Dun & Bradstreet (NYSE:DNB) for $6.9bn at an implied 3.6x LTM revenue and 12.4x LTM EBITDA. The merger agreement provides for a 45 day go shop period, during which Dun & Bradstreet may actively solicit, evaluate and potentially enter into negotiations with and provide due diligence access to parties that offer alternative proposals.

8/8/18

Moody’s Corporation (NYSE:MCO) agreed to acquire Reis in an all-cash transaction for approximately $278mm at an implied 5.5x LTM revenue and 37.8x LTM EBITDA. Reis is a leading provider of U.S. commercial real estate data and offers analysis and forecasts covering 275 metropolitan markets and 7,700 submarkets.


Insurance Software

Public Market Data

[1] Majesco added to the index as of IPO 6/30/15

Recent Activity

OCTOBER 2018

0x

5x

10x

15x

20x

25x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x


EV /

EBIT

DA

EV /

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100

150

200

250

300


5 Year M&A Insurance Tech Index[1] vs. S&P 500, base = 100

M&A Insurance Tech Index S&P 500


Guidew ire Softw are 8,299 7,537 13.1x 10.4x nm 46.2x 28% 25% 7% 23%Ebix 2,503 3,027 8.3x 6.1x 24.4x 18.0x 22% 35% 34% 34%CorVel 1,151 1,078 2.0x na 15.3x nm 7% na 13% nmSapiens 660 681 2.5x 2.4x 31.7x 16.2x 25% 7% 8% 15%Majesco 293 295 2.5x na nm nm (6%) na 1% nm




9/26/18

Slice Labs (New York, NY) raised $20mm in an Series A funding round led by The Cao-operators. Slice Labs provides on-demand insurance utilizing background data to price out commercial and personal insurance. Other investors included XL Innovate, Horizons, Munich Re/HSB Ventures, SOMPO, Veronorte, the investment arm of Grupo Sura, and JetBlue Technology Ventures.

9/17/18

Setoo (Oxfordshire, UK) raised $9.4mm in a Series A funding round from Kamet. Setoo provides a SaaS platform for insurance, which automates insurance processes like ideation, product design, pricing, underwriting, policy management & claims management.

8/14/18 Oscar Insurance (New York, NY) raised $375mm in a growth funding round from Alphabet. Oscar Insurance provides health insurance plans and related services.


Payment Technology

Public Market Data

Recent Activity

OCTOBER 2018

12x

13x

15x

16x

18x

19x

2.5x

3.1x

3.7x

4.3x

4.9x

5.5x


EV /

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100

130

160

190

220

250


5 Year M&A Payment Tech Index[1] vs. S&P 500, base = 100

M&A Payment Tech Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

PayPal 105,584 97,197 7.4x 6.3x 40.0x 24.6x 21% 18% 19% 26%Square 39,931 39,381 nm 25.5x nm nm 43% 57% 14% 16%Worldpay 31,667 39,802 10.5x 10.1x 23.6x 21.2x 11% 4% 45% 48%Wirecard 26,566 25,209 14.3x 10.8x 55.6x 39.1x 45% 32% 26% 28%First Data 23,344 43,270 5.3x 5.0x 15.1x 13.0x 4% 6% 35% 39%FleetCor Technologies 21,121 24,910 11.1x 10.4x 22.2x 18.3x 23% 7% 50% 57%Global Payments 20,343 24,304 6.1x 6.1x 22.0x 17.6x 5% (1%) 28% 35%Total System Services 18,126 21,553 6.3x 5.7x 21.9x 16.1x 12% 12% 29% 35%Western Union 8,760 11,151 2.0x 2.0x 8.6x 8.0x 2% 3% 24% 25%WEX 8,742 10,946 8.8x 7.5x 24.8x 17.9x 23% 17% 35% 42%Cielo 8,421 10,206 3.5x 3.4x 7.8x 8.2x (6%) 2% 44% 42%Euronet Worldw ide 5,361 5,204 2.3x 2.0x 13.2x 10.7x 15% 13% 18% 19%EVERTEC 1,793 2,294 5.6x 5.2x 16.4x 11.1x 5% 9% 34% 46%PayPoint 827 767 2.8x 4.1x 10.0x 9.5x (0%) (32%) 28% 43%SafeCharge 649 562 5.0x 4.3x 17.9x 14.8x 7% 16% 28% 29%MoneyGram International 355 1,059 0.7x 0.7x 4.8x 4.2x (2%) (5%) 14% 16%



[1] SafeCharge (SCH) added to the index as of 4/4/14, PayPal (PYPL) added as of 7/7/15, Worldpay (WPG) added as of 10/14/15, First Data (FDC) added as of 10/16/15, Square (SQ) added as of 11/20/15.


9/27/18

Veem (San Francisco, CA) raised $25mm in an equity funding round led by Goldman Sachs. Veem provides blockchain-based cross-border business payments. The company currently serves 80,000 customers in 96 countries. Other investors in the round included Google Ventures, Silicon Valley Bank, Pantera Capital.

9/26/18

Stripe (San Francisco, CA) raised $245mm in an equity funding round led by Tiger Global Management, increasing the company’s valuation to $20bn. Stripe develops APIs and tools that enable businesses to accept and manage online payments. The company plans to use the capital to hire additional engineering teams in the United States and Ireland, along with a potential expansion into Singapore.

9/3/18

Lianlian (Hangzhou, China) raised ¥1.0bn (~$147mm) in a Series C funding round led by Sequoia Capital China and Boyu Capital. Lianlian provides secure payment and money transfer services for merchants and consumers. The company plans to use the funding to expand internationally and increase talent recruitment.



Public Market Data

OCTOBER 2018

Recent Activity

[1] Euronext (ENX) added to the index as of IPO 6/20/14


CME Group 58,020 60,259 16.8x 14.8x 24.0x 20.3x 1% 12% 69% 73%IntercontinentalExchange (ICE) 43,511 49,930 11.1x 10.2x 17.6x 15.8x 3% 6% 61% 64%Hong Kong Exchange 35,587 32,536 23.0x 16.2x 28.2x 21.6x 18% 20% 69% 75%Deutsche Börse Group 24,504 5,969 2.0x 1.9x 4.1x 3.3x 3% 3% 48% 58%London Stock Exchange (LSE) 21,132 22,474 10.4x 8.1x 21.0x 15.5x 18% 9% 42% 52%The Nasdaq OMX Group 14,363 17,590 4.7x 4.3x 13.9x 13.6x 7% 4% 32% 32%BM&F Bovespa 12,722 13,072 22.1x 10.9x 27.4x 15.2x 0% 28% 51% 72%CBOE 10,776 11,704 16.6x 6.2x 17.8x 15.1x 217% (15%) 30% 41%Japan Exchange Group (JPX) 9,377 9,399 9.7x 8.7x 14.0x 13.6x 4% 7% 66% 64%Australian Exchange (ASX) 8,703 7,961 12.2x 13.5x 15.0x 17.5x 5% (14%) 77% 77%Singapore Exchange (SGX) 5,709 5,086 8.8x 8.2x 16.2x 14.2x 3% 5% 53% 58%Euronext 4,542 4,636 8.1x 6.6x 13.9x 11.6x 7% 14% 54% 57%TMX Group 3,746 4,483 7.7x 7.0x 12.9x 12.6x 0% 10% 60% 55%



11x

13x

15x

17x

6.5x

7.5x

8.5x

9.5x


EV /

EBIT

DA

EV /

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95

125

155

185

215


5 Year M&A Sec Exchanges Index[1] vs. S&P 500, base = 100

M&A Sec Exchanges Index S&P 500


9/14/18

Nasdaq (NASDAQ:NDAQ) agreed to acquire Cinnober for SEK1.7bn (~$190mm), valuing the company at an implied 4.4x LTM revenue. Cinnober, which provides technology solutions to brokers, exchanges, and clearinghouses, is Nasdaq’s first acquisition since eVestment in September 2017. Nasdaq expects to realize significant synergies from product enhancement, cross-sale, and efficiency opportunities.

8/15/18

Coinbase (San Francisco, CA) acquired Distributed Systems. As a part of the transaction, the five-person Distributed Systems team and its technology will join Coinbase. Distributed Systems is a digital identity startup and a full-stack machine intelligence.

7/18/18 Algomi (London, UK) raised an undisclosed sum in a venture funding round led by Euroclear. Algomi develops and markets software for the fixed-income market.


Technology-Enabled Financial Institutions

Public Market Data

Recent Activity

[1] Elevate (ELVT) added to the index as of IPO 4/6/17

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin(USD millions) Cap CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

The Charles Schw ab 67,041 7.8x 6.6x 18.4x 13.3x 15% 18% 42% 50%TD Ameritrade 30,113 7.5x 5.4x 18.3x 11.5x 20% 40% 41% 47%E*TRADE 13,880 5.5x 4.8x 12.2x 9.3x 21% 13% 45% 52%MarketAxess 6,758 17.0x 15.7x 33.5x 28.8x 7% 8% 51% 54%BGC Partners 5,691 1.8x 1.5x 34.1x 6.4x 15% 21% 5% 23%NEX Group 4,915 nm 6.1x na 15.5x na na na 39%Interactive Brokers 4,056 2.6x 2.2x 3.8x 2.4x 10% 19% 67% 91%IG Group 3,064 4.4x 4.3x 9.6x 8.3x 3% 2% 46% 51%Monex Group 1,795 4.2x 3.8x 36.7x na 15% 11% 11% naLendingClub 1,634 2.8x 2.3x na 19.0x 15% 21% na 12%Investment Technology Group 716 1.5x 1.4x nm na 4% 6% 1% naOn Deck 593 3.0x 1.5x na 16.8x 40% 95% na 9%BinckBank 413 2.1x 2.4x 43.5x na (0%) (12%) 5% naElevate Credit 357 0.5x 0.4x nm 2.6x 16% 19% 0% 17%GAIN Capital 295 1.0x 0.8x na 3.3x (27%) 21% na 25%

Trim Mean 5,691 3.7x 3.3x 23.2x 10.6x 12% 17% 28% 33%Median 3,064 2.9x 2.4x 18.4x 10.4x 15% 18% 41% 43%

12x

14x

15x

17x

18x

20x

3.0x

3.6x

4.2x

4.8x

5.4x

6.0x


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5 Year LTM Revenue & EBT Multiples

Market Cap / LTM Revenue Market Cap / LTM EBT

100

120

140

160

180

200


5 Year M&A Fintech Sector Index vs. S&P 500, base = 100

M&A Tech-enabled Fin Institutions Index S&P 500


11/16/16

LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) for $130mm. CompareCards is an online platform enabling consumer credit card comparisons, and providing credit education and credit health management solutions. The transaction consideration consists of $85mm cash at closing and up to $45mm of earn-out payments paid during 2017 and 2018.

11/10/16

Intrum Justitia (STO:IJ) acquired 1st Credit for £130mm ($161mm), valuing the Company at an implied 3.9x 2015 EBITDA. 1st Credit provides debt purchase and outsourced debt collection services for banks, credit card providers, utilities, telecoms, and retail companies.


9/25/18

21.finance (Ruggell, Liechtenstein) raised an undisclosed sum in an equity funding round led by Bank Frick, for a 25% stake, approximately. 21.finance offers capital-seeking companies with a wide range of financial solutions, including equity, mezzanine and debt capital. The company plans to expand functionality on the platform to provide a more efficient experience for issues and investors

9/18/18

Divido (London, UK) raised $15mm in a Series A funding round led by Dawn Capital. Divido provides consumers with credit offerings at the point of sale. Other participants in the funding round included Mastercard, American Express Ventures. The company plans to use the capital to expand to ten additional countries by the end of 2019.

9/18/18

Bread Finance (New York, NY) raised $60mm in a Series C funding round led by Kinnevik. Bread Finance provides financing offers as part of retailers websites, to allow customers to choose from an array of delayed payment options. The company plans to use the funds to develop offerings into an omnichannel solution.

OCTOBER 2018

Marlin & Associates advises OpenGamma on multinational strategic investment – includingparticipation from JPX

M&A formed a team of experts to work with management to craft materials that would communicate the complexity and potential of the large and growing market that OpenGamma addresses, the company’s strong value proposition, and its unique approach to penetrate that market. The team at Marlin then worked with the company to identify and reach out to more than a dozen potential partners in four countries. Ultimately the company decided to take in new capital from the Japanese Exchange Group (“JPX”) as well as additional capital from Accel Partners, NEX (formerly known as ICAP), Euclid Opportunities and ex-SunGard CEO Cristóbal Conde.

JPX is a particularly strong new partner for OpenGamma as it provides both needed capital as well as a strong strategic benefit. JPX is a leading exchange group in Asia. Its affiliates include the Japan Securities Clearing Corporation (“JSCC”), a leader in OTC derivatives transactions. JPX’s involvement and investment together with capital from the other investors is expected to facilitate both geographic and product expansion for OpenGamma and help the company address the increasing demand from financial institutionsworldwide for more efficient use of OTC capital.

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Marlin & Associates acted as OpenGamma’s exclusive strategic and financial advisor for this important transaction, initiated discussions with several parties and worked with the company to negotiate terms, conduct due diligence reviews and complete the transaction. The process involved working with people in the US, UK and Japan as well as OpenGamma’s many stakeholders in disparate locations around the globe which added to the complexity.

M&A

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OpenGamma is a London-based pioneer in open source financial software and a leading provider of innovative, SaaS-based derivatives pricing and risk analytics to some of the world’s largest global banks, central counterparties and buy-side firms. The company was founded in 2009 to bring a better way to price and manage risk associated with the $500 Trillion global Over-The-Counter (“OTC”) derivatives market - offering its pricing and risk models via enterprise software as well as via a flexible and cost-effective API. The company quickly attracted financial backing from some of the world’s premier Fintech investors including Accel Partners, Firstmark Capital and ICAP, who appreciated the changes occurring in a market that has historically been privately negotiated and loosely regulated, but also one that is moving to become much more regulated and transparent.

In 2016, management and OpenGamma’s board of directors asked Marlin & Associates to advise the firm in an effort to raise additional capital to continue funding the company’s growth. They wanted a new partner to join with existing investors - one that would understand the business and bring more than just money to the table. They wanted a new partner that also would be strategically positioned to help the company continue to build out its comprehensive portfolio of industry-leading products in this rapidly changing regulatory environment.

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CASE STUDIES:

received an investment from


advisor to OpenGamma

London, United Kingdom

Mas NakachiVice Chairman

"Throughout this process, the team at Marlin & Associates acted as our trusted financial and our strategic advisor. With their guidance we were able to navigate a great outcome for all stakeholders. They worked closely with our board and management team to support a complex process involving many parties across multiple geographies. They were invaluable to the process.

OCTOBER 2018

Marlin & Associates' client, Advise Technologies, acquired by Compliance Solutions Strategies, aportfolio company of CIP Capital

M&A had the advantage of knowing both the governance risk and compliance (“GRC”) sector and the players including both strategic firms as well as financial sponsors that have targeted the GRC industry for investment. M&A organized a dedicated team to work closely with Management to identify strengths and weaknesses of the Company, and to develop materials that would seamlessly communicate Advise’s story, strategy and growth potential.

With Marlin’s assistance, Advise had a tremendous amount of companies who indicated strong interest in partnering with Advise and ultimately received multiple offers. After careful consideration of several alternatives, Advise chose to negotiate final terms with Compliance Solution Strategies (“CSS”) a GRC company financed by through CIP Capital, a growth-oriented, middle-market private equity firm. The CSS platform was enhanced with two other acquisitions, Ascendant Compliance Management and The MoneyMate Group. Together these firms will be in a strong position to offer a global platform that provides a comprehensive regulatory reporting, data management, outsourced compliance management services, compliance workflow tools, shareholding disclosure, trade monitoring, trading analytics and cybersecurity solutions.

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M&A initiated this transaction, advised the Company through all phases of the process from preparation through negotiations, duediligence reviews and the closing - providing guidance on matters such as partner selection, valuation, structure and key terms. M&A worked diligently with the company to help the company craft materials, identify potential partners, negotiate alternative offers with multiple parties and manage the due diligence review process. Marlin & Associates acted as exclusive strategic and financial advisor to the shareholders and managers of Advise Technologies.

M&A

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Advise provides regulatory reporting solutions to hedge funds and investment managers. The company was founded in 2010 by CEO Doug Schwenk. He and current COO/CFO Jeff Faber had worked together at a multibillion dollar hedge fund, with Doug leading the noninvestment side of the business and Jeff in a tech/ops role. Both saw how advances in technology and increasing regulation were converging to create a business opportunity for the right providers. Doug went on to found Advise Technologies in 2010, with Jeff joining the senior team in 2014.

Based in NYC, with offices in Amsterdam, Paris, and London, Advise’s intuitive, easy to use software platform allows clients investment managers and fund administrators) to manage regulatory reporting such as Form PF, AIFMD, CPO-PQR and Form ADV while maintaining complete transparency, accuracy and reliability required by global regulators and authorities.

After six years of strong growth, Advise determined that partnering with a financial sponsor would a logical next step in the company’s evolution. That’s when Advise’s management team approached M&A for assistance in finding a partner that would understand their business and their culture and join with them to help accelerate the company’s growth.

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Jeff FaberCOO and CFO

The senior level attention and focus on execution at M&A was key – M&A knew all the right people in our sector and managed the process exceptionally. The team worked tirelessly to ensure that all of our objectives were achieved.

CASE STUDIES:


New York, NY


advisor to Advise Technologies, LLC


New York, NY

OCTOBER 2018

Marlin & Associates' client, M&O Systems, Inc. acquired by Broadridge Financial Solutions, Inc.

M&A knows the financial technology space, its strategic participants, the financial sponsors that target companies in this industry, and the drivers of their interest and value. With that knowledge, M&A organized a dedicated team to work closely with M&O’s management to develop materials that would seamlessly communicate M&O’s unique value proposition, growth potential, strategy,execution plan and financial projections. Among other things, M&A helped to communicate to potential partners the likely positive impact of the US Department Of Labor (DOL)’s new Fiduciary Rule on financial advisors (M&O’s core target market). M&A then worked with the company’s management to conduct a disciplined sale process – coordinating with each of the potential partners toensure that they fully understood the company’s strengths.

After a careful review of its options, M&O’s shareowners agreed to sell the company to Broadridge Financial Solutions, a leadingprovider of technology-driven solutions for broker-dealers, banks, mutual funds and other corporations. M&O solutions complementBroadridge’s wealth offerings; provide an enhanced career path for M&O’s employees; and offer expanded solutions for M&O’s customers.

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Marlin & Associates advised the company through all phases of the process from preparation through negotiations, due diligence reviews and the closing providing guidance on matters such as partner selection, valuation, structure and key terms. With a relationship spanning more than 10 years, initially, M&A provided only informal guidance. Once timing was optimal, Marlin & Associates worked diligently to help the company craft materials, initiate conversations, negotiate alternative offers with multiple parties, manage the due diligence process and complete final legal documentation swiftly. Marlin & Associates acted as exclusivestrategic and financial advisor to the shareholders and managers of M&O.

M&A

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Based in New York City, M&O Systems, Inc. (“M&O”) provides compensation management and compliance solutions that help broker-dealers and wealth management firms manage broker/advisor compensation, open accounts, support advisors and service clients.

M&A had an ongoing dialog with M&O’s CEO and co-founder Bob Minningham for many years. When he died, his widow, who inherited control of the business, approached M&A for strategic advice. After reviewing the situation, M&A guided M&O on steps to take to better position the company for a sale process. Over the next few years M&A maintained a dialog with the company’s shareowners and management as the company brought in new management and strengthened the firm. When the shareowners were ready, M&A then guided them through a disciplined process that resulted in expressions of potential interests from 8 parties. Ultimately Broadridge Financial Solutions, Inc. (NYSE:BR) was selected as the right partner for the firm, its employees, its customers and its shareowners.Ba

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Michael BrodeurPresident

Marlin's advice, consultation and leadership throughout the process directly drove the best outcome for our firm. Their deep industry knowledge and close relationships with prospective acquirers provides unparalleled value as well. They are a principally centered and tireless team of professionals.

CASE STUDIES:

New York City, NY

Lake Success, NY

Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems, Inc.


OCTOBER 2018

New York | Washington, D.C. | Toronto

www.MarlinLLC.com

INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND

INFORMATION SERVICES INDUSTRIES

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