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Financial Technology Financial Technology MARKET UPDATE INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserv ed May 2016 Toronto Washington, D.C. San Francisco New York
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Page 1: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Fin

an

cia

l Te

ch

no

log

y

F i n a n c i a l

Te c h n o l o g y

M A R K E T

U 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 Reserv ed

May 2016

Toronto

Washington, D.C.

San Francisco

New York

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DEAR CLIENTS AND

FRIENDS, Fintech: It’s about more than the technology – Our May 2016 Fintech Market Update

Marlin & Associates is one of the most active f irms advising buyers and sellers of U.S. and international middle-market f irms that provide software, data,

and related services. The firm is based in New York City, with off ices in San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been the

recipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing

Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information-

technology transactions.

The report that follows is our latest update on M&A values and trends in the seven sectors of the fintech industry that we follow and sometimes lead. As you will see, it was a busy month – for deals and for us. We’re working

hard to help clients that are looking to buy, sell or raise capital.

Most of our clients have unique and creative approaches to helping clearly defined customers solve real

problems. Those are the types of companies that we love to work with – especially if they also have a large market opportunity, have reached scale and are growing. But lately, a few companies have approached us

asking for help raising capital or selling when it is fairly clear to us that they are largely riding on the back of cool

technologies that may or may not solve real problems. They are often what we call “fully buzzword compliant

solutions looking for a problem” - (Cloud, SaaS, PaaS, IaaS, Big Data, Analytics, Low-Latency, SQL, SOAP,

Hybrid, IoT, etc.)

• Bridgepoint Advisers (London, United Kingdom) and Summit Partners (Boston, MA) agreed to acquire Calypso Technology for an undisclosed sum;

• Huatai Securities (SHSE:601688) agreed to acquire AssetMark for $780mm;

• Ally Financial (NYSE:ALLY) agreed to acquire TradeKing for $275mm;

• Global Payments (NYSE:GPN) acquired eWay, an Australian payments gateway provider, for $50mm;

• Emerchants (Brisbane, Australia) agreed to acquire Store Financial for $35mm; • RetailMeNot (NASDAQ:SALE) acquired Giftcard Zen for $22mm.

Most of our clients

have unique and creative approaches to helping clearly defined

customers solve real problems

We love new technology. But before you try to sell the world on your great new drill bit (for example), be sure that you can clearly

communicate why the unique features of your drill bit solve real

problems for specific customers. The fact that it stays sharper

30% longer than others may be great – but who benefits if it costs

3x as much? And who will buy? If it is fully capable of drilling through six inches of hardened carbon steel and costs 3x a normal

drill bit, before you flog it, you should have a clear sense of how

many people care enough about that feature to spend the

money. Further, you should understand that just because your

drill bit is bigger, sharper, harder, or pink does not necessarily make it a better solution for the carpenter who just wants to drill ½”

holes through 3/4“ plywood.

The report that follows is intended to bring a focus to the m&a values and trends in the sectors of the fintech industry that we have followed and sometimes led for more than 14 years. Most of these companies do

understand what it is they do better than anyone else on the planet – and they know who cares. A few of those

transactions include:

Sincerely,

Ken Marlin | Managing Partner Marlin & Associates | www.marlinllc.com

Author | The Marine Corps Way to Win on Wall Street

Page 3: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

MAY 2016

MARLIN & ASSOCIATES: FINTECH MARKET UPDATE

Marlin & Associates 3

Sector Analyses 10

Banking Software & Processors 10

Capital Markets Software & Services 11

Data & Analytics – Financial Services 12

Insurance Technology 13

Payment Technology 14

Securities Exchanges 15

Technology-Enabled Financial Institutions 16

Sector Comparison 9

Case Studies 17

Events 8

Financial Technology

Financial Technology is a complex industry that serves a wide range of customers, including

retail, commercial, merchant and investment banks; asset managers; insurance companies;

securities exchanges; corporations (treasurers and CFO’s); merchants (payments); and a host of

other financial services industry participants, consumers and intermediaries who interface with

these financial institutions.

Page 4: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

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 Off icer of M&A

• 20+ years of M&A experience advising

technology and PE f irms, 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 Michael Maxworthy

• 18+ years of investment banking and

private equity experience

• Named tw ice 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

Paul Friday

• 20+ years of investment banking

experience

• Focused on entrepreneurial

technology-based companies

• Formerly at Robertson Stephens and PaineWebber (UBS)

• BS, Finance from Pennsylvania State

University

Tom Selby

• 12+ 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

Jonathan Kaufman

• 15+ years of corporate f inance

experience

• Thought leader in payments technology

• 8+ years in investment banking at UBS

and Deutsche Bank • BS from Union College

• MBA from University of Virginia’s

Darden School of Business

• Named to Deal’s Digest “40-Under-40”

George Beckerman

• 25+ years of investment banking/

strategic consulting

• Co-founder of MarketResearch.com

• Advisor at Dun & Bradstreet, R.R.

• Donnelly & Sons, and BDM • Executive positions in Washington

• Post’s Legislate subsidiary and

Thomson Finacials’ legal research

business

• National Defense Education Fellow at New York University’s Graduate

School of Public Administration

Jeffrey Trongone

• 10+ years on Wall Street

• Winner of M&A Advisor’s 2016

Emerging Leaders Award

• Previously at Scotia Capital's Equity

Research • Previously at Bear Stearns and

J.P. Morgan

• BSBA from Villanova University

• CFA Charterholder

MARLIN & ASSOCIATES’ SENIOR TEAM BRINGS EXTENSIVE

DEPTH, BREADTH AND INDUSTRY EXPERTISE TO OUR

CLIENTS

MAY 2016

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OUR FOUNDING PARTNER HAS THREE 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

the technologies themselves and Ken Marlin has been in the thick of it...

– Institutional Investor 2014

In 2011, Institutional Investor, the international publisher focused primarily on international

finance, has named M&A’s Founding Partner, Ken Marlin, as one of Institutional Investor’s Tech 50, which honored the 50 most “disruptive” figures in the financial technology sector

Institutional Investor calls these 50 people disrupters because they're changing the way

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 influential people in

financial technology

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

In 2015, Institutional Investor named Ken as an inaugural member of the “The Fintech

Finance 35: The Financiers Who Place the Bets”

Institutional Investor calls these 35 people the influential financiers that accelerate financial

start-up’s paths to commercialization

Candidates were evaluated by four primary sets of attributes: achievements and

contributions over the course of a career; scope and complexity of responsibilities; influence and leadership inside and outside the organization; and pure technological innovation.

MAY 2016

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Two transactions on which Marlin & Associates advised were named as part of The M&A Advisor’s “Deals-of-

the Decade Celebration”

Acquisition International recognized Marlin & Associates for the M&A Award USA TMT Advisory Firm of the Year (2012, 2015)

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

• 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

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

• Boutique Investment Banking Firm of the Year (2014, 2015, 2016)*

• 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)*

• Middle Market Computer and Information Technology Deal of the Year (2007, Below $100M)

• Middle Market Financing Deal of the Year - Equity (2007)

• Middle Market Financing - Financial Services Deal of the Year (2007)

The 451 Group, a noted independent technology industry analyst company, identified Marlin & Associates as a

leader in cross-Atlantic technology merger and acquisition transaction

advisory

SNL Financial, a market research company, identified Marlin & Associates as leading the most

financial technology transactions in 2009, in a tie with Citigroup and

Credit Suisse, and one of the top 10 advisors in 2010

Boutique

Investment Banking

Firm of the Year

(2014, 2015, 2016)

PEERS AND INDUSTRY GROUPS RECOGNIZE MARLIN &

ASSOCIATES

MAY 2016

Marlin & Associates has been recognized over

40 times by leaders in the M&A

world.

Page 7: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISE

THEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

MAY 2016

San Mateo, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Xignite.

received a strategic investment from

Tokyo, Japan

New York, NY

Palo Alto, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Alacra.

has been acquired by

Campbell, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Trunomi.

received an investment from

Boston, MA

Windsor, CT

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

has been acquired by

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 Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to Information Mosaic.

has been acquired by

London, United Kingdom

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to CIT Growth Capital.

invested in

San Francisco, CA

has led a $60 million investment in

New York, NY

Marlin & Associates acted as exclusive financial advisor

Francisco Partners.

Vienna, Austria

received a majority investment from

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to AIM Software.

Vienna, Austria

has acquired

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to AIM Software.

New York, NY

has entered into a strategic alliance with

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to Alacra Inc.

from affiliates of Kohlberg Kravis Roberts & Co. L.P.

Marlin & Associates advised the Sponsors.

Private equity funds managed by Blackstone and by the Goldman Sachs Merchant Banking Division (together,

the “Sponsors”) have agreed to acquire

Chicago, IL

has been acquired by

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to SpyWare LLC.

Woburn, MA

has been acquired by

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to ByAllAccounts, Inc.

has sold

Chicago, IL

to

Stockholm, Sweden

Marlin & Associates acted as exclusive strategic and financial

advisor to MarketAxess.

Page 8: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISE

THEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

MAY 2016

New York, NY

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to SR Labs.

secured a $53 million investment from

Birmingham, AL

has been acquired by

Wayne, PA

Marlin & Associates acted as exclusive strategic and financial

advisor to XcitekSolutionsPlus, LLC.

New York, NY

has been acquired by

Hamilton, Bermuda

Marlin & Associates acted as exclusive strategic and financial

advisor to Correlix.

London, United Kingdom

has been acquired by

Mumbai, India

Marlin & Associates acted as exclusive strategic and financial advisor to

Coalition Development Ltd.

New York, NY

has acquired a minority interest in

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial

advisor to NYSE Euronext.

has acquired a minority interest in

from

Marlin & Associates acted as exclusive strategic and financial advisor to Welsh,

Carson, Anderson & Stowe.

London, United Kingdom

has been acquired by

Toronto, Canada

Marlin & Associates acted as exclusive strategic and financial

advisor to Atrium Network.

New York, NY

has acquired

Tokyo, Japan

Marlin & Associates acted as exclusive strategic and financial advisor to NYSE Euronext, Inc.

Vancouver, Canada

has been acquired by

Kansas City, MO

Marlin & Associates acted as exclusive strategic and financial

advisor to Subserveo.

Doha, Qatar

has acquired

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to Qatar

Insurance Services LLC.

Sydney, Australia

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to SMARTS Group.

has been acquired by

Brussels, Belgium

Wayne, PA

Marlin & Associates acted as exclusive strategic and financial

advisor to SWIFT.

has acquired

A mb it Messaging Hub

from

has sold its majority interest in

Wrexham, United Kingdom

to

Marlin & Associates acted as exclusive strategic and financial

advisor to Deutsche Börse.

Vancouver, Canada

has sold

to a group led by management

Marlin & Associates acted as exclusive strategic and financial advisor to

Invictus Financial Inc.

Invictus Financial Inc.

Sante Fe, NM

has been acquired by

Jersey City, NJ

Marlin & Associates acted as exclusive strategic and financial

advisor to Strategic Analytics Inc.

Chicago, IL

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to

Logical Information Machines, Inc.

has been acquired by

Page 9: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Upcoming 2016 Events:

Conference Date Location Website

MAY 2016

May 24, 2016 New York, NY Details Benzinga Fintech Awards This event is dedicated to recognizing outstanding

innovation in f inancial technology that is specif ic to the

capital markets. Marlin’s ow n Michael Maxw orthy is on this year’s judging panel.

June 8-10, 2016 New York, NY Details CB Insights Future of FinTech The Future of FinTech conference is a gathering of f intech

startups, f inancial institutions, and investors. Some of the

topics to be covered this year include alternative data,

disruption in insurance, challenges facing today’s banks, and more.

June 16-17, 2016 New York, NY Details In|Vest 2016 In|Vest brings together technology and strategy executives

from across the w ealth management community to explore

changes in the market w ith a focus on w ealth management.

The agenda includes demos, break out sessions, and CEO spots.

June 21-22, 2016 Madrid, ES Details MONEYCONF This is an invitation-only event in its second year put on by

Web Summit. Focus areas include Baking Infrastructure,

Big Data, Credit & Lending, Cybersecurity, Payments &

Transactions, Retail Banking, Enterprise Banking,

Cryptocurrencies and more.

July 15-22, 2016 London, UK Details London Fintech Week London Fintech Week is a series of conferences,

w orkshops, hackathons, meetups and parties. Each day a

different topic is show cased. Events take place across the

City of London, Canary Wharf and “Tech City.” This series

aims to enhance the dialogue betw een innovative disruptive start-ups, government, media and investors.

May 30, 2016 Hong Kong, CN Details Finnovasia A conference for global f intech entrepreneurs, investors,

bankers, and government members. Speakers w ill

represent 18 countries in sessions such as “Beyond Bitcoin:

Blockchain is Coming to Disrupt Your Industry,” “The Future

of Alternative Finance in Asia,” and “Building Sustainable FinTech Eco-system.”

Page 10: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample

of firms in the sector as M&A def ines it, and do not comprise a comprehensiv e list of all f irms in the sector. M&A calculates mean and median

multiples using data f rom a set of f irms that it believ es to be reasonable and which may not be identical to the set ref lected abov e.

Enterprise Value / Revenue

Enterprise Value / EBITDA

FINANCIAL TECHNOLOGY

Sector Comparison Snapshot:

MAY 2016

0x 2x 4x 6x 8x 10x

Technology-Enabled Financial Institutions*

Securities Exchanges

Payment Technology

Insurance Technology

Data & Analytics - Financial Services

Capital Markets Software & Services

Banking Software & Processors

2015E EV/Revenue 2016E EV/Revenue

0x 4x 8x 12x 16x 20x

Technology-Enabled Financial Institutions*

Securities Exchanges

Payment Technology

Insurance Technology

Data & Analytics - Financial Services

Capital Markets Software & Services

Banking Software & Processors

2015E EV/EBITDA 2016E EV/EBITDA

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

Page 11: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. These companies are a sample

of firms in the sector as M&A def ines it, and do not comprise a comprehensiv e list of all f irms in the sector. M&A calculates mean and median

multiples f or the sector using data f rom a set of f irms that it believ es to be reasonable and which may not be identical to the set ref lected abov e.

Banking Software & Processors

Public Market Data

06

MAY 2016

Recent Activity

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

8x

12x

16x

20x

2.0x

3.0x

4.0x

5.0x

May-11 May-12 May-13 May-14 May-15 May-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

60

120

180

240

May-11 May-12 May-13 May-14 May-15 May-16

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

M&A Banking Software Index S&P 500

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Fiserv 22,632 26,633 5.1x 4.8x 16.6x 13.8x 4% 6% 31% 35%

FIS 21,517 32,208 4.9x 3.4x 19.1x 11.1x 3% 43% 26% 31%

Jack Henry & Associates 6,464 6,509 5.0x 4.7x 14.3x 13.5x 6% 6% 35% 35%

Oracle Financial Services 4,625 4,245 7.0x 6.0x 16.7x 13.7x 5% 16% 42% 44%

Temenos 3,701 3,966 7.3x 6.5x 33.5x 17.1x 16% 12% 22% 38%

Ellie Mae 2,598 2,527 10.0x 7.9x 52.6x 27.2x 57% 26% 19% 29%

ACI Worldw ide 2,402 3,274 3.1x 3.3x 18.7x 12.6x 3% (4%) 17% 26%

Bottomline Technologies 936 955 2.8x 2.6x 22.3x 12.4x 4% 8% 13% 21%

Q2 Holdings 927 816 7.5x 5.6x nm nm 38% 34% na na

Polaris Consulting & Services 299 264 0.9x 0.8x 7.5x 6.0x 0% 7% 12% 14%

Sw ord Group 255 211 1.4x 1.1x 9.3x 7.4x 18% 20% 15% 15%

Microgen 164 156 3.4x 3.2x 12.9x 12.4x 7% 7% 27% 26%

Gresham Computing 95 88 4.2x 3.7x 30.9x 16.1x 16% 14% 14% 23%

Trim Mean 3,990 4,505 4.7x 4.1x 19.4x 13.0x 11% 14% 22% 28%

Median 2,402 2,527 4.9x 3.7x 17.7x 13.1x 6% 12% 20% 28%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Date Announced

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

4/22/16

Orange (ENXTPA:ORA) agrees to acquire a 65% stake in Groupama Banque f rom

Groupama. The company will be renamed Orange Bank and plans to launch a mobile

exclusiv e banking serv ice in France in early 2017.

4/5/16

Ally Financial (NYSE:ALLY) agrees to acquire TradeKing f or $275mm. The acquisition

will add wealth management capabilities to Ally ’s online banking f ranchise. The

transaction is expected to be accretiv e beginning in 2018.

3/22/16

Open Lending (Austin, TX) raises $40mm in a round of f unding f rom new inv estor

Bregal Sagemount. Bregal secured a signif icant minority position in the transaction.

Open Lending prov ides analy tics, risk modeling, and decision support serv ices f or

automotiv e lenders.

Page 12: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. These companies are a sample

of firms in the sector as M&A def ines it, and do not comprise a comprehensiv e list of all f irms in the sector. M&A calculates mean and median

multiples f or the sector using data f rom a set of f irms that it believ es to be reasonable and which may not be identical to the set ref lected abov e.

Capital Markets Software & Services

Public Market Data

Recent Activity

08

MAY 2016

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Broadridge 7,283 7,748 2.8x 2.6x 13.0x 12.0x 7% 7% 21% 22%

Markit 6,683 7,362 6.6x 6.1x 18.7x 14.3x 5% 8% 35% 43%

SS&C Technologies 6,245 8,868 8.9x 5.9x 26.9x 14.0x 30% 50% 33% 42%

Computershare 4,122 5,488 2.8x 2.9x 9.2x 10.7x (3%) (1%) 31% 27%

DST 4,139 4,480 2.2x 2.1x 11.1x 9.8x (1%) 5% 20% 22%

SimCorp 1,835 1,769 5.6x 5.3x 21.0x 22.3x 15% 4% 26% 24%

IRESS 1,371 1,506 5.5x 4.9x 21.9x 16.1x 10% 11% 25% 31%

Fidessa group 1,334 1,221 2.8x 2.7x 16.6x 10.3x 7% 4% 17% 26%

Envestnet 1,339 1,595 3.8x 2.7x 31.5x 16.4x 21% 38% 12% 17%

First Derivatives 646 661 4.3x 3.7x 22.1x 18.2x 35% 16% 19% 20%

Linedata Services 335 355 1.8x 1.8x 7.2x 6.7x 9% 2% 25% 26%

Cinnober 91 81 2.2x na 33.4x na 10% na 6% na

StatPro Group 73 71 1.6x 1.4x 12.4x 10.3x (6%) 14% 13% 14%

Brady 67 58 1.4x 1.3x nm 8.5x (12%) 11% 0% 15%

Lombard Risk Management 43 39 1.1x 0.9x 11.4x 8.8x 5% 21% 10% 11%

Trim Mean 2,175 2,492 3.3x 3.1x 18.0x 12.5x 8% 12% 20% 24%

Median 1,339 1,506 2.8x 2.7x 17.7x 11.4x 7% 9% 20% 23%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

10x

12x

14x

16x

18x

20x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

May-11 May-12 May-13 May-14 May-15 May-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

100

120

140

160

180

May-11 May-12 May-13 May-14 May-15 May-16

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

M&A Capital Markets Index S&P 500

Date Announced

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

4/19/16

Bridgepoint Adv isers (London, United Kingdom) and Summit Partners (Boston, MA)

agree to acquire Caly pso Technology f or an undisclosed sum. Caly pso of f ers an

integrated suite of trading and risk management solutions used by more than 34,000

market prof essionals in more than 60 countries.

4/11/16

Huatai Securities (SHSE:601688) agrees to acquire AssetMark f or $780mm, v aluing

the company at a reported13x EBITDA. AssetMark prov ides asset management

sof tware to inv estment managers, broker dealers and inv estors, which collectiv ely

manage more than $28bn on its platf orms.

3/22/16

Edgewater Markets (New York, NY), a leader in electronic f oreign exchange

aggregation and distribution to institutional clients, raises $30mm in a f unding round

f rom FTV Capital. The company plans to use the capital to enhance its technology

platf orm, grow the sales team and expand its global reach.

Page 13: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. These companies are a sample

of firms in the sector as M&A def ines it, and do not comprise a comprehensiv e list of all f irms in the sector. M&A calculates mean and median

multiples f or the sector using data f rom a set of f irms that it believ es to be reasonable and which may not be identical to the set ref lected abov e.

Data & Analytics – Financial Services

Public Market Data

09

MAY 2016

Recent Activity

10x

12x

14x

16x

18x

3.0x

4.0x

5.0x

6.0x

May-11 May-12 May-13 May-14 May-15 May-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

120

160

200

240

May-11 May-12 May-13 May-14 May-15 May-16

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

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

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Thomson Reuters 30,554 39,109 3.2x 3.4x 15.1x 12.2x (3%) (7%) 21% 28%

S&P Global 28,550 31,859 6.0x 5.6x 14.4x 13.3x 5% 6% 42% 42%

Moody's 18,943 20,305 5.8x 5.7x 12.8x 12.8x 5% 1% 46% 45%

Experian 17,603 20,952 4.5x 4.7x 11.7x 13.5x (5%) (4%) 38% 35%

Equifax 14,526 17,544 6.6x 5.7x 19.2x 16.1x 9% 17% 34% 35%

Verisk Analytics 13,303 16,149 7.8x 7.0x 17.1x 14.9x 18% 12% 46% 47%

MSCI 7,594 8,729 8.1x 7.6x 18.1x 15.9x 8% 7% 45% 48%

CoStar Group 6,389 6,277 8.8x 7.5x 68.7x 25.8x 24% 18% 13% 29%

FactSet Research Systems 6,262 6,363 6.2x 5.5x 17.1x 15.2x 10% 12% 36% 36%

Dun & Bradstreet 4,019 5,489 3.4x 3.2x 12.8x 10.8x 3% 5% 26% 29%

Morningstar 3,586 3,435 4.4x 4.3x 13.5x 13.3x 4% 2% 32% 32%

FICO 3,461 3,990 4.7x 4.5x 20.5x 19.1x 7% 4% 23% 24%

CoreLogic 3,190 4,300 2.8x 2.3x 13.3x 9.0x 9% 22% 21% 26%

Trim Mean 11,294 12,905 5.5x 5.2x 15.8x 14.3x 7% 7% 33% 35%

Median 7,594 8,729 5.8x 5.5x 15.1x 13.5x 7% 6% 34% 35%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Date Announced

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

4/4/16

WM/Reuters FX

Benchmark Business

Thomson Reuters (TSX:TRI) acquires WM/Reuters FX benchmark rate calculation

business of The World Markets Company (WM) f rom State Street Corporation.

Thomson Reuters will own, administer and calculate the benchmark, which is used by

f inancial prof essionals globally f or portf olio v aluation, perf ormance measurement,

index calculation, and as a price ref erence in f inancial contracts.

3/31/16

Morningstar (NASDAQ:MORN) acquires RequiSight (dba RightPond) f or an

undisclosed sum. RightPond prov ides business intelligence data and analy tics on

def ined contribution and def ined benef it plans f or f inancial serv ices f irms. Morningstar

plans to integrate RightPond into Morningstar Data and Morningstar DirectSM, the

company ’s cloud-based inv estment analy sis platf orm f or institutions and adv isors.

3/21/16

Markit (NYSE:MRKT) agrees to merge with IHS imply ing an enterprise v alue of

$6.2bn f or Markit and v aluing Markit at an implied 5.6x 2015 rev enue and 12.4x 2015

EBITDA. Under the terms of the transaction, IHS shareholders will own ~57% and

Markit shareholders will own ~43% of the combined company , to be renamed IHS

Markit. See our blog post here.

Page 14: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. These companies are a sample

of firms in the sector as M&A def ines it, and do not comprise a comprehensiv e list of all f irms in the sector. M&A calculates mean and median

multiples f or the sector using data f rom a set of f irms that it believ es to be reasonable and which may not be identical to the set ref lected abov e.

Insurance Technology

Public Market Data

Recent Activity

12

MAY 2016

[1] Connecture added to the index as of IPO 12/12/14

5x

10x

15x

20x

25x

0.0x

1.0x

2.0x

3.0x

4.0x

May-11 May-12 May-13 May-14 May-15 May-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

70

100

130

160

190

May-11 May-12 May-13 May-14 May-15 May-16

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

M&A Insurance Tech Index S&P 500

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Guidew ire Softw are 4,182 3,591 9.1x 8.3x nm 42.9x 7% 9% 5% 19%

Ebix 1,633 1,781 6.7x 6.3x 18.2x 16.2x 24% 6% 37% 39%

CorVel 897 871 1.8x nm 13.6x nm 1% na 13% na

Sapiens 584 522 2.8x 2.5x 18.3x 15.3x 18% 13% 15% 16%

msg life 113 87 0.7x 0.7x 9.0x 7.1x 6% 1% 8% 10%

Connecture 53 96 1.0x 0.9x 16.6x 7.8x 13% 9% 6% 12%

Trim Mean 807 817 3.1x 3.2x 16.1x 13.1x 11% 8% 10% 16%

Median 740 696 2.3x 2.5x 16.6x 15.3x 10% 9% 10% 16%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Date Announced

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

4/26/16

Trov (Danv ille, CA) raises $26mm in a Series C round led by new inv estor Oak HC/FT

partners. The round also included participation f rom new inv estors Guidewire

Sof tware and Suncorp Group, as well as returning inv estor Anthemis Group. The

round will allow Trov to begin of f ering on-demand insurance f or indiv idual v aluable

items. Trov will launch the insurance serv ice initially in Australia and the UK.

4/18/16

Apax Partners (London, United Kingdom) agrees to acquire a 60% stake in Duck

Creek Technologies f rom Accenture. The new joint v enture will be led by Duck Creek

President Mike Jackowski and is expected to inv est heav ily in Duck Creek On-

Demand, the company 's SaaS of f ering.

4/11/16

Aquiline Capital Partners (New York, NY) and the management team of Simply

Business agree to acquire Simply Business f or an undisclosed sum in a management

buy out f rom AnaCap Financial Partners. Simply Business is an online prov ider of

insurance to small businesses in the UK.

Page 15: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. These companies are a sample

of firms in the sector as M&A def ines it, and do not comprise a comprehensiv e list of all f irms in the sector. M&A calculates mean and median

multiples f or the sector using data f rom a set of f irms that it believ es to be reasonable and which may not be identical to the set ref lected abov e.

Payment Technology

Public Market Data

Recent Activity

13

MAY 2016

[1] Saf eCharge (SCH) added to the index as of IPO 4/1/14. Pay Pal (PYPL) added to the index as of IPO 7/20/15

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

PayPal 47,996 43,229 4.7x 4.1x 22.2x 15.3x 15% 15% 21% 27%

FleetCor Technologies 14,594 17,007 10.0x 9.6x 20.1x 17.5x 42% 4% 50% 55%

Vantiv 10,732 14,006 8.4x 7.7x 19.7x 15.8x 19% 10% 43% 48%

Western Union 10,064 12,130 2.2x 2.2x 8.7x 8.9x (2%) (0%) 25% 25%

Total System Services 9,404 10,406 3.7x 3.5x 15.6x 11.4x 14% 6% 24% 31%

Global Payments 9,395 10,762 3.8x 4.9x 17.5x 15.8x 6% (23%) 22% 31%

Wirecard 5,363 4,434 5.3x 4.1x 17.9x 13.6x 23% 30% 29% 30%

Euronet Worldw ide 4,204 4,155 2.3x 2.1x 15.1x 12.0x 6% 10% 16% 18%

WEX 3,671 4,360 5.1x 5.0x 14.6x 13.9x 27% 2% 35% 36%

Blackhaw k Netw ork Holdings 1,791 2,126 1.2x 1.0x 13.2x 9.5x 25% 16% 9% 11%

EVERTEC 1,023 1,647 4.4x 4.4x 9.8x 9.0x 3% 1% 45% 48%

PayPoint 834 765 2.5x 2.4x 9.6x 9.0x 2% 4% 26% 26%

Cass Information Systems 566 313 2.6x nm 7.9x nm 1% na 33% na

SafeCharge 540 425 4.1x 3.5x 13.9x 11.1x 34% 19% 30% 31%

Moneygram International 384 1,367 1.0x 0.9x 9.6x 5.2x (1%) 8% 10% 17%

Trim Mean 5,552 6,430 3.9x 3.7x 14.3x 12.1x 13% 8% 28% 31%

Median 4,204 4,360 3.8x 3.8x 14.6x 11.7x 14% 7% 26% 30%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

6x

8x

10x

12x

14x

16x

18x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

May-11 May-12 May-13 May-14 May-15 May-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

75

100

125

150

175

200

225

May-11 May-12 May-13 May-14 May-15 May-16

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

M&A Payment Tech Index S&P 500

Date Announced

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

4/28/16

Emerchants (Brisbane, Australia) agrees to acquire Store Financial f or $35mm. Store

Financial is one of the world’s largest processors and managers of pay ment card

programs, such as gif t and rewards cards.

4/11/16

Global Pay ments (NYSE:GPN) acquires eWay , an Australian pay ments gateway

prov ider, f or $50mm. eWay processed 5.8 billion transactions in the last y ear and

represents about one-quarter of Australian online transactions.

4/7/16

RetailMeNot (NASDAQ:SALE) acquires Gif tcard Zen f or $22mm. Gif tcard Zen

operates a secondary marketplace f or gif t cards and enables consumers to buy or sell

gif t cards f rom merchants.

Page 16: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. These companies are a sample

of firms in the sector as M&A def ines it, and do not comprise a comprehensiv e list of all f irms in the sector. M&A calculates mean and median

multiples f or the sector using data f rom a set of f irms that it believ es to be reasonable and which may not be identical to the set ref lected abov e.

Securities Exchanges

Public Market Data

14

MAY 2016

Recent Activity

6x

9x

12x

15x

4.0x

8.0x

12.0x

16.0x

May-11 May-12 May-13 May-14 May-15 May-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

100

120

140

160

May-11 May-12 May-13 May-14 May-15 May-16

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

M&A Sec Exchanges Index S&P 500

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Hong Kong Exchange 31,123 29,795 18.0x 19.0x 25.2x 27.0x 31% (6%) 71% 70%

CME Group 31,116 32,121 9.7x 9.0x 14.4x 12.9x 7% 8% 67% 69%

IntercontinentalExchange (ICE) 28,564 35,283 10.6x 7.8x 16.6x 13.1x 8% 36% 64% 60%

Deutsche Börse Group 15,411 17,687 5.6x 6.1x 13.7x 11.2x 16% (8%) 41% 54%

London Stock Exchange (LSE) 13,937 15,590 7.2x 6.8x 17.6x 14.1x 15% 5% 41% 49%

The Nasdaq OMX Group 10,392 12,367 6.5x 5.5x 11.3x 11.1x 13% 20% 58% 49%

BM&F Bovespa 8,578 7,689 12.0x 11.1x 18.3x 16.9x 9% 8% 65% 66%

Australian Exchange (ASX) 6,345 5,563 10.3x 9.9x 12.8x 12.9x 9% 4% 80% 76%

Singapore Exchange (SGX) 5,988 5,415 8.8x 9.0x 16.3x 14.7x 18% (2%) 54% 61%

CBOE 5,069 4,975 7.8x 7.7x 13.6x 13.3x 3% 2% 58% 58%

TMX Group 2,227 2,870 4.7x 4.9x 9.4x 10.5x (4%) (4%) 50% 46%

Trim Mean 13,933 14,578 8.7x 8.1x 15.0x 13.3x 11% 4% 59% 60%

Median 10,392 12,367 8.8x 7.8x 14.4x 13.1x 9% 4% 58% 60%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Date Announced

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

3/16/16

Deutsche Börse (Eschborn, Germany ) and the London Stock Exchange (London,

United Kingdom) hav e agreed to merge in an all-stock deal f or $30bn. The transaction

would unite two of the biggest European exchange operators and would create one

better able to compete globally f or stock listings, as a prov ider of clearing serv ices

and as a purv ey or of market data.

3/9/16

Nasdaq (NASDAQ:NDAQ) agrees to acquire the International Securities Exchange

(ISE) f or $1.1bn f rom Deutsche Börse. ISE’s exchanges represent more than 15% of

all trading in United States stock options. The acquisition will help Nasdaq bolster its

presence in a f iercely competitive industry that has been growing f aster than the

traditional equity exchange business.

1/24/16

(Australian and Japanese

Businesses)

J.C. Flowers & Co. (New York, NY) acquires Chi-X’s Australian and Japanese

businesses. The acquisition giv es J.C. Flowers two exchanges that hav e battled f or

more than f our y ears to grab market share f rom dominant bourse operators.

Page 17: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. These companies are a sample

of firms in the sector as M&A def ines it, and do not comprise a comprehensiv e list of all f irms in the sector. M&A calculates mean and median

multiples f or the sector using data f rom a set of f irms that it believ es to be reasonable and which may not be identical to the set ref lected abov e.

Technology-Enabled Financial Institutions

Public Market Data

16

MAY 2016

Recent Activity

6x

10x

14x

18x

22x

1.0x

2.0x

3.0x

4.0x

5.0x

May-11 May-12 May-13 May-14 May-15 May-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBT Multiples

Market Cap / LTM Revenue Market Cap / LTM EBT

60

100

140

180

May-11 May-12 May-13 May-14 May-15 May-16

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

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

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin

(USD millions) Cap CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Charles Schw ab 37,785 6.0x 5.1x 17.1x 11.8x 10% 5% 35% 35%

TD Ameritrade 15,959 5.0x 4.7x 12.5x 10.2x 11% 1% 41% 40%

E*TRADE 7,219 3.9x 3.8x 12.0x 8.4x 12% 4% 29% 33%

MarketAxess 4,624 15.3x 13.2x 31.3x 23.8x 10% 16% 45% 49%

ICAP 4,470 2.4x 2.6x 11.8x 11.7x (10%) 5% 13% 20%

IG Group 4,098 6.5x 6.1x 15.9x 12.7x 2% 4% 47% 41%

BGC Partners 3,948 1.6x 1.4x nm 6.9x 3% 43% na na

LendingClub 3,100 7.2x 4.7x nm 27.6x 115% 104% na na

Interactive Brokers Group 2,480 1.8x 1.5x 4.2x 2.2x 5% 13% 42% 43%

Tullett Prebon 1,193 1.1x 1.0x 8.9x 7.9x (13%) 13% 13% 12%

Monex Group 758 1.6x 1.6x 11.6x nm (15%) 16% 12% 14%

Investment Technology Group 646 1.0x 1.3x 5.3x 11.7x 6% 14% 12% 19%

On Deck Capital 607 3.4x 2.1x nm nm 141% 99% na na

FXCM 592 2.7x 2.7x 13.9x 12.1x (4%) (36%) 6% 19%

BinckBank 396 1.8x 2.2x 8.8x nm (6%) 1% 19% 20%

GAIN Capital 336 0.8x 0.8x 8.2x 3.9x 34% 17% 15% 10%

Trim Mean 3,578 3.3x 2.9x 11.5x 11.0x 12% 18% 25% 27%

Median 2,790 2.5x 2.4x 11.8x 11.7x 5% 13% 19% 20%

Date Announced

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

4/20/16 Various Inv estors

OnDeck (NYSE:ONDK) of f ers $212mm of 4.21% Class A Asset-Backed Notes due

May 31, 2020 and $39mm of 7.63% Class B Asset-Backed Notes due May 31, 2020.

The proceeds will be used to purchase a rev olv ing pool of small business loans f rom

the company

4/12/16

Af f irm (San Francisco, CA) raises $100mm in a Series D round led by Founders Fund

at a $700mm pre-money v aluation. The transaction also included participation f rom

existing inv estors Lightspeed Venture Partners, Spark Capital, Khosla Ventures, SVB

and Andreessen Horowitz.

3/29/16

State Street Global Adv isors (Boston, MA) agrees to acquire GE Asset Management

f rom GE f or $485mm. The transaction is expected to increase State Street’s AUM by

approximately $100bn and to be accretiv e in the twelv e months post-closing.

Page 18: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Alacra Inc Acquired By Opus Global, A GTCR-Backed Company

CASE STUDIES:

New York, NY

Palo Alto, CA

Marlin & Associates acted as exclusive

strategic and financial advisor to Alacra.

has been acquired by

Alacra, Inc. is a leading provider of Know Your Customer (KYC), Anti-Money

Laundering (AML) and Reference Data business information solutions. The

company leverages business information from more than 175 unique databases

in its workflow solutions to help clients more efficiently and consistently onboard

clients, screen clients, manage vendor risk, and front office business research.

By 2014 the company’s workflow applications were enabling approximately

300,000 end users at more than 200 financial institutions, professional service

firms and corporations. The company was founded in 1996 by its management

team and backed by several well-known investors.

Over the years, M&A advised the company several times as it contemplated

acquisitions and grew. And as it grew, the company garnered interest from

several potential suitors.

In early 2014, the company was approached by a large international technology firm proposing an acquisition. The

Board asked M&A to advise. However, after several rounds of discussion it became clear that the parties were far

apart on expected value.

In early 2015, Alacra was approached by Opus Global Holdings, LLC. led by industry veteran Doug Bergeron, and

backed by GTCR and more than $500 million in committed capital. They had acquired Hiperos in July 2014 and

believed the combination of Hiperos with Alacra would create an even stronger GRC competitor. While the Board

thought that the timing might be early, the Board again asked M&A to advise. On September 30, 2015, Alacra was

sold to Opus Global Holdings, LLC. The financial terms of the transaction were not disclosed.

Ove

rvie

w o

f T

ransactio

n

Marlin & Associates acted as the exclusive strategic and financial advisor to Alacra. M&A worked with the

company’s management, shareholders and legal advisors to negotiate terms, determine the best structure,

manage an efficient due diligence review process, resolve a series of critical issues, forge compromise and bring

the complex transaction to closure.

M&

A’s

Ro

le

Backg

round

The Marlin & Associates team was absolutely invaluable in guiding us through every

aspect of this transaction. Without their expert strategic and financial counsel; continuous

daily leadership; and creative approach to overcoming hurdles we never would have

gotten it completed.

Steven Goldstein Co-founder and CEO

MAY 2016

Page 19: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Perry Harris President

SS&C Acquires Varden Technologies

CASE STUDIES:

M&A organized a dedicated team to work closely with Varden management team and board to develop materials

that would seamlessly communicate Varden’s strengths, growth potential, strategy, execution plan, and financial

projections. Working with the company, M&A also leveraged its deep domain expertise in the global financial

technology arena to identify and qualify a select group of parties that could be appropriate partners. M&A then

worked to frame the company’s unique value proposition and manage a process that involved multiple potential

partners. M&A then spent the time with these parties to ensure that they fully understood the company.

After a review of its options, careful consideration, Varden agreed to negotiate with SS&C (Nasdaq: SSNC), a

global diversified provider of cloud-based services and software for the global financial services industry. The

strategic fit with SS&C was solid: Varden and SS&C were already their selling solutions together under a

collaborative partnership, SS&C’s sales force would have a ready-to-sell solution to combine with its offerings

including Advent. M&A advised the company through these negotiations providing guidance on matters such as

valuation, structure and key terms.

Ove

rvie

w o

f T

ransactio

n

M&A worked diligently on the deal to craft materials, initiate conversations, negotiate alternative offers with multiple

parties, and close the transaction swiftly and efficiently. M&A initiated the transaction and acted as exclusive

strategic and financial advisor to the shareholders and managers of Varden. Both sides believe that this acquisition

will enhance many of SS&C’s key solutions across their customer groups, particularly bolstering its offerings that

support reporting for asset managers. The combination also should accelerate Varden’s organic growth plan by

broadening its distribution.

M&

A’s

Ro

le

Varden Technologies, Inc., (“Varden”) based in Boston, MA, is an innovative

enterprise software development and consulting firm that is redefining the way

financial services firms communicate with their clients. Varden delivers a

configurable client reporting, communications, and portal plat form for online,

mobile and printed distribution. The platform is used to transform large amounts

of data into simple, ready-to-serve packages which allow financial services

companies to provide their clients with access to statements, reports sales-

related collateral, interactive online content and more via secure browsers,

smartphones and tablets.

As Varden grew, both industry players and PE firms started inquiring about the

company, in March 2015, the company engaged Marlin & Associates to advise

on a potential sale of the company.

Backg

round

Boston, MA

Windsor, CT

Marlin & Associates acted as exclusive

strategic and financial advisor to Varden Technologies.

has been acquired by

We chose the Marlin team because they best understood our business and its fit in the

overall market. Their consultative, strategic, hands-on approach guided us through a

complex process and helped us avoid mistakes we undoubtedly would have made without

their guidance and experience. Everyone on the team played a key role and were

instrumental in us closing with the best partner for our people and our customers.

MAY 2016

Page 20: PowerPoint Presentation - Marlin & Associates › _media › _data › MarlinNewsletter › ...16 Technology-Enabled Financial Institutions 9 Sector Comparison 17 Case Studies 8 Events

Markit Group Acquires Information Mosaic

CASE STUDIES:

Information Mosaic Ltd. is a Dublin, Ireland based market-leading provider of enterprise software for processing financial securities transactions on a global basis. The company combines enterprise technology with deep domain expertise to help some of the world’s

largest global financial institutions reduce the risk and cost associated with high-volume and complex securities processing; improve operational efficiency; and increase the

quality of customer service. Over the years, the company extended its product line, expanded operations to the UK, India, Malaysia, Singapore and the US; and added as customers some of the world’s largest financial services companies. Along the way, they

raised expansion capital from a number of sources including SEB (Skandinaviska Enskilda Banken AB), the large Swedish financial group, which acquired majority control.

Marlin & Associates and the founder/CEO of Information Mosaic had an ongoing dialog for at least six years, meeting periodically in the US and Dublin. In 2013, the founder

stepped down as CEO and left the company. SEB appointed an interim CEO. In 2014, M&A met with the new management team. Shortly thereafter, the company engaged

Marlin & Associates as strategic and financial advisor to help the company develop strategic options.

M&A began with a strategic perspective, leveraging the firm’s experience and in-depth knowledge of the capital

markets technology sector. Rather than launch an immediate sale process, M&A counseled patience as new

management worked on restructuring ownership, simplifying the capital structure and regaining sales momentum.

After nearly a year, M&A began guiding the company through an organized sale process that brought more than 10

potential suitors to the table in three countries.

On June 2, 2015, Information Mosaic and SEB agreed to sell the company to Markit Group Ltd, a leading

diversified provider of financial information services, based in London. With this strategic acquisition, Information

Mosaic was integrated into Markit’s Solutions division creating a combination with deep domain expertise, data and

technology assets to position Markit as a leading provider of end-to-end, multi-entity, multi-currency, multi-market

software for large complex financial organizations.

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Marlin & Associates acted as exclusive strategic and financial advisor to the company and secured multiple

alternatives for Information Mosaic’s shareholders to consider. M&A aided in the creation of materials to highlight

the company’s leading position in serving Tier 1 institutions and its potential to serve a critical role as the

securities-processing software of choice for industry utilities. M&A worked with the company’s shareholders and

tax advisors to determine the best structure under which to complete a transaction and played a critical part in

bringing the complex transaction to closure.

M&

A’s

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Dublin, Ireland

London, United Kingdom

Marlin & Associates acted as exclusive

strategic and financial advisor to Information Mosaic.

has been acquired by

Ulrich Kunz Chairman and CEO

The Marlin & Associates team went above and beyond our expectations in helping us to

initiate and manage this transaction. From the very beginning they provided us with sound

financial and strategic advice. Their knowledge of the industry and transaction expertise

was vital to our entire process. They helped us be fully prepared and they stuck with us

throughout the process.

MAY 2016

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Goldman Sachs Merchant Banking Division And Blackstone Acquire Ipreo

CASE STUDIES:

In early 2014, when M&A became aware that KKR was open to divesting Ipreo, M&A approached the Merchant

Banking Division of Goldman Sachs (“Goldman Sachs”), as M&A believed Goldman Sachs was uniquely

positioned to add value and help Ipreo grow. Subsequently, Goldman Sachs engaged M&A as an advisor to

pursue a potential acquisition of Ipreo.

The Merchant Banking Division of Goldman Sachs is one of the leading private equity investors in the world,

having invested and committed approximately $45 billion of equity capital in over 650 companies globally across its

corporate equity investing business.

On April 14, 2014, private equity funds managed by the Goldman Sachs Merchant Banking Division and

Blackstone (together, the “Sponsors”) signed a definitive agreement to acquire a majority stake in Ipreo from

affiliates of KKR, who retained a minority ownership stake in the business.

The value of the transaction was reported to be $975mm.

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Marlin & Associates’ thorough understanding of the marketplace, competitors and potential follow-on acquisition

opportunities enabled the firm to provide valuable support to the Sponsors throughout the deal process. M&A

conducted financial analysis, a review of Ipreo management’s business plan and financial forecasts, a competitive

benchmarking analysis, a market share analysis and aided in the identification of potential follow-on acquisition

opportunities. M&A is pleased to have advised the Sponsors on this very important transaction.

M&

A’s

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Founded in 2006 with the merger of i-Deal and Hemscott, Ipreo Holdings LLC

("Ipreo"), based in New York, NY, is a global leader in providing market

intelligence, data, and technology solutions to all participants in the global capital

markets, including sell-side banks, publicly traded companies, and buy-side

institutions. Ipreo has more than 700 employees supporting clients in every

major financial center around the world. From new issuance through ongoing

investor management, Ipreo’s unique solutions drive connectivity and efficiency

throughout all stages of the capital-raising process.

Marlin & Associates was very familiar with Ipreo and the competitive landscape it

operates in. A few years earlier, M&A advised Ipreo and its owners at the time,

Veronis Suhler Stevenson (VSS), on the sale of its Hemscott unit to Morningstar.

M&A maintained close relationships with Ipreo and VSS as they were bidders on

several other firms which M&A advised. In May 2011, VSS announced the sale

of Ipreo to affiliates of Kohlberg Kravis Roberts & Co. L.P. (KKR).

Backg

round

from affiliates of Kohlberg Kravis

Roberts & Co. L.P.

Marlin & Associates advised the Sponsors.

Private equity funds managed by Blackstone

and by the Goldman Sachs Merchant Banking Division (together, the “Sponsors”) have

agreed to acquire

MAY 2016

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AIM Software Received a Majority Investment From Welsh, Carson, Anderson & Stowe

CASE STUDIES:

When the timing was right, M&A leveraged its extensive industry relationships with both industry players and

financial sponsors to communicate AIM’s strengths, and desires in an effort to identify the right partner for the

Company. While many firms expressed serious interest, in January 2015, AIM selected Welsh Carson, Anderson &

Stowe (“WCAS”) as its partner. The New York-based private equity firm was prepared to invest primary capital into

the business to accelerate the Company 's high-growth expansion plans and also to provide liquidity to existing

shareholders. WCAS also brought considerable management and technical expertise to the partnership and were

willing to allow the existing shareholders to retain a significant amount of equity. M&A worked with management as

well as with the shareholder’s and investor’s legal, accounting and tax advisors to determine the best structure

under which to complete a transaction.

The capital invested by WCAS is being used to help the Company expand to new markets, increase its product

line, and expand the number of AIM technical and sales employees, as well as to increase the Company’s visibility

through marketing and public relations as the Company continued to expand globally. AIM also plans to utilize the

new capital for future acquisitions. Ove

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M&A served as AIM's exclusive financial and strategic advisor in the Company's majority investment from WCAS.

M&A worked with AIM for more than a year before approaching potential partners. During that time, M&A

personnel worked with management to better position the Company’s new suite of products and strategic direction

including, its shift from customized software with license and maintenance pricing to a customer-focused product

sold-as-a-service (SaaS) with a subscription pricing. M&A advised on Key Performance Indicators to track and

helped prepare financial models showing financial and operating statistics. The strategy description, repositioning

and additional metrics helped potential partners understand AIM’s strengths, and opportunities. M&

A’s

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For more than eight years, M&A and AIM’s Founder & CEO had regular

discussions about the future of the Company.

In 2013, the founder approached M&A with a dilemma. Aim Software us a

successful enterprise software company based in Austria, Switzerland,

Luxembourg, France and the United Kingdom. The Company was generating a

great deal of cash from its award-winning Reference Data and Risk Management

software products, but global expansion would require increased investment in

product, marketing and management, as well as increase the risk profile of the

business. The CEO founder and other shareholders also wanted to take some

chips off the table.

AIM engaged M&A as its exclusive strategic and financial advisor.

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round

Vienna, Austria

received a majority investment

from

New York, NY

Marlin & Associates acted as exclusive

strategic and financial advisor to AIM Software.

Martin Buchberger Founder and CEO

The Marlin team was instrumental in helping AIM to get this transaction completed.

Marlin's preparation was extremely thorough, and their execution was flawless. Their

industry knowledge, expertise and passion were both apparent and invaluable, and they

demonstrated unwavering commitment, integrity and hard work.

MAY 2016

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New York | San Francisco | Washington, D.C. | Toronto

www.MarlinLLC.com

INVESTMENT BANKING AND STRATEGIC ADVISORY TO

THE FINANCIAL TECHNOLOGY AND INFORMATION

SERVICES INDUSTRIES


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