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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

APRIL 2017

Toronto

Washington, D.C.

San Francisco

New York

Dear Clients and Friends,

The report that follows highlights some of the m&a trends and transactions in the seven segments of the Fintech world that we follow and sometimes lead. It is available below.

As 2017 rolls along, the Fintech sector remains an incredibly exciting place for us, with substantial m&a activity for companies offering technology and services to those involved with capital markets, banking, insurance, GRC, wealth management, payments, and more. Over the past few years we’ve seen a number of transformative Fintech deals such as ICE’s $7.8bn acquisition of Interactive Data; SS&C’s $2.7bn acquisition of Advent Software; Fidelity National’s $9bn acquisition of SunGard; and the merger of Markit and IHS.

But for us, the more interesting phenomena has been the many smaller transactions led by these same firms, as well as by others, including Blackrock, Ipreo, FactSet, Morningstar, Envestnet, and Thomson Reuters as well as by a host of Fintech deals led by PE firms. It sometimes seems as if the world is filled with people seeking to acquire their way to interesting fintech capabilities and markets - and that’s good for us.

As an example, over the past several years, FactSet has transformed itself from a tool for analysts to a full service Fintech firm through a series of acquisitions including the recent acquisition of Aquiline-backed BISAM for over $200M (more than 7x revenue). Following its acquisitions of Portware and Vermillion in the last couple of years, FactSet is aggressively reinventing itself – with a multi-pronged strategic plan covering sales and trading, risk and wealth management.

At the same time, private equity firm Vista Equity Partners has been sponsoring its own transformative transactions such as acquiring Canada’s D+H at an enterprise value of approximately $3.6bn – and then combining D+H with UK-based Misys, which Vista took private in 2015, creating one of the largest fintech players in the market with over $2bn in revenue. The list of recent deals is long and includes China-based Ant Financial’s $4.3bn venture round, and Ant’s subsequent $880mn acquisition of Texas-based MoneyGram earlier this year.

In these, and other cases it will be interesting to see how they derive revenue synergies while at the same time driving cost efficienciesfrom two large, complex, diversified firms. It’s never easy.

The report below highlights some of the more interesting deals this month including:

DEAR CLIENTS AND FRIENDS,How many ways can m&a transform a Fintech company? – Our April 2017 Fintech Market Update

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 San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been the recipient of numerousawards 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.

Sincerely,

Jason Panzer| Partner | Marlin & Associates570 Lexington Ave |48th Floor | New York, NY [email protected]| www.MarlinLLC.com|

• Vista Equity Partners (Austin, TX) agreed to acquire D+H for $3.5bn, valuing the company at an implied 2.8x LTM revenue and 14.6x LTM EBITDA,

• Travelers (NYSE:TRV) agreed to acquire Simply Business from Aquiline Capital Partners for $490mm,

• Warburg Pincus (New York, NY) agreed to acquire a 35% stake in Avaloq for $304mm, valuing the company at an implied 1.6x LTM revenue and 10.5x LTM EBITDA,

• FactSet (NYSE:FDS) acquired BISAM Technologies from Aquiline for $205mm, valuing the company at an implied 7.3x 2016 revenue,

• Funding Circle (London, United Kingdom) raised GBP82mm (~$100mm) in its sixth round of funding led by existing investor Accel Partners.

Please see our full April Fintech Market Update below.

http://click.icptrack.com/icp/relay.php?r=&msgid=488136&act=111111&c=1220041&destination=http://[email protected]

http://click.icptrack.com/icp/relay.php?r=&msgid=488136&act=111111&c=1220041&destination=http://www.marlinllc.com/

http://www.twitter.com/MarlinLLC

http://www.twitter.com/MarlinLLC

http://www.linkedin.com/company/231029?trk=tyah&trkInfo=tas:marlin%20%26

http://www.linkedin.com/company/231029?trk=tyah&trkInfo=tas:marlin%20%26

http://www.marlinllc.com/blog/

http://www.marlinllc.com/blog/

APRIL 2017

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.

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

Paul Friday

• 20+ years of investment banking experience• Experience working with both large

corporations and entrepreneurial technology-based companies

• Formerly at Robertson Stephens and PaineWebber (UBS)

• BS, Finance from Pennsylvania State University

• 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

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

TorontoJonathan Kaufman

• 15+ years of corporate finance experience

• Thought leader in Fintech• 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”

MARLIN AND ASSOCIATES: WHO WE ARE

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

Michael Maxworthy

Paul Friday

APRIL 2017

"We would like to thank the Marlin & Associates team. They brought a deep understanding of the industry and their expertise was critical in helping us navigate through this strategic transaction. We are very excited about Advise’s future within this new structure.”

Doug Schwenk, Founder and CEO of Advise

OUR FOUNDING PARTNER HAS FOUR 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 and 2016, Institutional Investor named Ken one of the “35 Most PowerfulDealmakers 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.

APRIL 2017

M&A Award USA TMT Advisory Firm of the Year (2012, 2015) – 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 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)*• Middle Market Computer and Information Technology Deal of the Year (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

APRIL 2017

Note: Not a complete list.

CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISETHEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

San Mateo, CA

Marlin & Associates acted asexclusive strategic and financial

advisor to Xignite.

received a strategicinvestment 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


advisor to Trunomi.

received an investment from

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 Kingdom

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




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.

APRIL 2017

New York City, NY

Lake Success, NY

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



Port Talbot, United Kingdom



advisor to Vizolution.

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

a portfolio company of

New York, NY


advisor to Advise Technologies, LLC


New York, NY

London, United Kingdomreceived an investment from


advisor to OpenGamma

Toronto, Canada

Atlanta, GAMarlin & Associates acted as

exclusive strategic and financial advisor to TMX Group

has agreed to sell the Atrium wireless and extranet infrastructure

businesses to

CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISETHEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

New York, NY

New York, NY


advisor to SR Labs.

secured a $53 million investment from

Birmingham, AL


Wayne, PA


advisor to XcitekSolutionsPlus, LLC.

New York, NY


Hamilton, Bermuda


advisor to Correlix.



Mumbai, India

Marlin & Associates acted as exclusive strategic and financial advisor to

Coalition Development Ltd.

New York, NY

has acquired a minority interest in



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.



Toronto, Canada


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


Kansas City, MO


advisor to Subserveo.

Doha, Qatar

has acquired


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

Insurance Services LLC.

Sydney, Australia

New York, NY


advisor to SMARTS Group.


Brussels, Belgium

Wayne, PA


advisor to SWIFT.

has acquired

Ambit Messaging Hub from

has sold its majority interest in

Wrexham, United Kingdomto


advisor to Deutsche Börse.

APRIL 2017

Vienna, Austria

has acquired

New York, NY


advisor to AIM Software.

New York, NY

has entered into a strategic alliance with

New York, NY


advisor to Alacra Inc.

2017 Fintech Events:

ConferenceDate Location Website

Money 20/20 EuropeThe payments, financial services and retail sectors are currentlyexperiencing an accelerated period of product development,characterized by technology and regulatory-based disruption.Money20/20 Europe is engineered to bring together all thestakeholders with a part to play in the commerce revolution:payments and financial services providers, banks and non-banks, the mobile ecosystem, the retail industry (offline andonline), marketing services and data companies, investors,advisory firms and government bodies.

June 26-28, 2017 Copenhagen, DK Details

APRIL 2017

May 3rd, 2017 Vancouver, CA DetailsFintech 2017FinTech2017 will focus on the nexus between RegTech andFinTech and cover topics including the Financial Intelligence Datafor Cyber-Security, Quantum Computing, P2P Lending, Using Tech &Law to Protect Trade Secrets and Communications, Chatbots forRegTech, and Blockchain & Smart Contracts for Infrastructure AssetPayments, among others.

July 17-14, 2017 Fintech Week LondonThis will represent a unique opportunity to find new opportunities, to discover what’s in store for London financial services and to connect with industry leaders. The aim once again is to unite the world of Fintech in the world’s financial capital; to enhance the dialog between established multi-nationals, innovation firms, disruptive start-ups, governments, media and investors..

London, UK Details

June 26-28, 2017 The Future of Fintech - CB InsightsThe Future of Fintech is an exclusive gathering of the world's largest financial institutions, best fintech startups, and most active venture investors. Covering the ongoing pace of disruption and funding in finance and what that means for incumbents, consumers, and the future of financial services more broadly across major trends like AI, blockchain, insurance tech, robo advising, and more.

New York, NY Details

July 17-14, 2017 Money2020 AsiaBuilt in the US and thriving in Europe, Money20/20 will now bring together a global network of innovators, disruptors and established industry players at the inaugural Money20/20Asia driving a worldwide payments and financial services revolution with a pan-Asian focus. Money20/20 organises the world’s largest events focused on payments and financial services at the intersection of mobile, retail, marketing services, data and technology.

SingaporeDetails

June 12 & 13, 2017 London, UK DetailsFinDEVrFinDEVr London will feature a unique, dual-track agenda centered on15-minute, fast-paced presentations and networking sessions. Eachpresentation will showcase a new tool, platform, API or case studyfrom a leading technology company designed to help developers offintech create better innovations faster. Presentations areinterspersed with high-impact networking in an exhibition areathroughout each day.

https://www.money2020europe.com/event-overview

http://www.fintech2017.com/

https://fintechweek.com/

http://events.cbinsights.com/future-of-fintech?utm_medium=email&utm_source=fintechweeklycom

https://www.money2020asia.com/event-overview?utm_medium=email&utm_source=fintechweeklycom

http://london2017.findevr.com/

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. 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 2x 4x 6x 8x 10x

Technology-Enabled Financial Institutions*

Insurance Technology

Capital Markets Software & Services

Payment Technology

Banking Software & Processors

Data & Analytics - Financial Services

Securities Exchanges

2016A EV/Revenue 2017E EV/Revenue

0x 4x 8x 12x 16x 20x 24x

Payment Technology

Insurance Software


Data & Analytics - Financial Services

Technology-Enabled Financial Institutions*



2016A EV/EBITDA 2017E EV/EBITDA

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

APRIL 2017

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. 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.

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.


3/22/17

Warburg Pincus (New York, NY) agreed to acquire a 35% stake in Avaloq for $304mm, valuing the company at an implied 1.6x LTM revenue and 10.5x LTM EBITDA. Avaloq founder Francisco Fernandez plans to assume the role of Chairman and will retain a roughly 28% stake in the company. Management and other employees will continue to hold approximately 27% of the business.

3/13/17

Vista Equity Partners (Austin, TX) agreed to acquire D+H for $3.5bn, valuing the company at an implied 2.8x LTM revenue and 14.6x LTM EBITDA. Vista plans to merge D+H with its portfolio company Misys to build a larger fintech platform following Misys’ canceled IPO in 2016. The transaction represents a 36% premium to D+H’s share price when the company announced it was exploring strategic options.

2/23/17

Nymbus (Miami Beach, FL) raised $16mm in a funding round led by Home Credit Venture Capital, the venture arm of Home Credit Group. Nymbus provides SaaS-based core banking solutions for community banks and credit unions. This investment follows a $12mm funding round announced in 2016, bringing the total capital raised by Nymbus to $28mm. This is the first venture investment by Home Credit.


Public Market Data

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

Recent Activity

APRIL 2017

80

110

140

170

200

230

260

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

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

M&A Banking Software Index S&P 500

11x

13x

15x

17x

19x

21x

23x

2.5x

3.0x

3.5x

4.0x

4.5x

5.0x

5.5x


EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

FIS 26,354 36,253 3.9x 3.8x 14.7x 11.8x 1% 3% 27% 32%Fiserv 25,357 29,605 5.4x 5.1x 16.0x 14.5x 5% 5% 34% 35%Jack Henry & Associates 7,279 7,264 5.2x 5.0x 14.7x 14.0x 7% 5% 35% 35%Temenos 5,779 5,952 9.4x 8.6x 25.2x 22.5x 16% 10% 37% 38%Oracle Financial Services 5,007 4,467 6.8x 6.2x 16.4x 15.1x 10% 11% 42% 41%Ellie Mae 3,511 3,088 8.6x 7.0x 37.9x 21.2x 42% 22% 23% 33%ACI Worldw ide 2,534 3,221 3.3x 3.1x 13.9x 12.9x (7%) 5% 24% 24%Q2 Holdings 1,403 1,306 8.7x 6.8x na nm 37% 29% na 3%Bottomline Technologies 893 955 2.8x 2.6x 30.5x 12.6x 2% 5% 9% 21%Sw ord Group 318 291 1.7x 1.5x 10.9x 9.9x 17% 10% 15% 16%Polaris Consulting & Services 286 213 0.7x na 6.6x na 0% na 11% naMicrogen 233 216 4.4x 4.3x 17.6x 16.8x 24% 2% 25% 26%Gresham Technologies 135 126 5.8x 5.0x 26.1x 19.2x 17% 16% 22% 26%

Trim Mean 4,782 5,143 5.1x 4.9x 18.6x 15.3x 12% 9% 25% 29%Median 2,534 3,088 5.2x 5.0x 16.2x 14.5x 10% 7% 24% 29%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin



Public Market Data

Recent Activity

APRIL 2017


IHS Markit 17,711 21,343 5.9x 6.0x 15.9x 15.4x 10% (3%) 37% 39%Broadridge 8,256 9,226 2.7x 2.2x 14.5x 11.9x 23% 21% 18% 19%SS&C Technologies 7,335 9,719 6.6x 5.8x 18.9x 13.9x 48% 13% 35% 42%Computershare 5,873 7,086 3.5x 3.3x 16.2x 12.9x 4% 4% 21% 26%DST 3,981 3,984 2.6x 1.9x 12.1x 9.0x (23%) 35% 21% 21%SimCorp 2,427 2,396 7.6x 6.6x 31.6x 23.8x 6% 14% 24% 28%IRESS 1,503 1,621 5.4x 4.8x 20.6x 16.0x 8% 13% 26% 30%Envestnet 1,397 1,635 2.8x 2.5x 38.5x 13.1x 37% 14% 7% 19%Fidessa group 1,211 1,092 2.6x 2.4x 14.5x 9.6x 12% 8% 18% 25%First Derivatives 884 904 5.3x 4.6x 27.9x 24.8x 27% 14% 19% 19%Linedata Services 387 387 2.2x 1.9x 8.2x 6.8x (3%) 16% 27% 28%Cinnober 208 198 5.1x 4.0x nm 37.6x 16% 28% 3% 11%Brady 79 69 1.8x 1.9x 12.2x 25.0x 11% (3%) 15% 8%StatPro Group 72 85 1.8x 1.7x 7.8x 12.0x 24% 8% 23% 14%Lombard Risk Management 46 37 1.0x 0.8x nm 6.2x 28% 27% 1% 13%



8x

11x

14x

17x

20x

2.0x

2.5x

3.0x

3.5x

4.0x


EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples


80

100

120

140

160

180

200

220


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

M&A Capital Markets Index S&P 500


3/20/17

FactSet (NYSE:FDS) acquired BISAM Technologies from Aquiline for $205mm, valuing the company at an implied 7.3x 2016 revenue. BISAM provides portfolio performance and attribution, multi-asset risk, GIPS composites management and reporting solutions to asset managers. BISAM was previously owned by Aquiline Capital Partners, who acquired the business in July 2012.

3/9/17

Broadridge (NYSE:BR) acquired the remaining minority stake in Message Automation. Message Automation provides post-trade control solutions, with a particular focus on complex asset classes. This was Broadridge’s first announced acquisition of 2017, following an active 2016 that saw the company announce seven acquisitions.

3/6/17

TA Associates (Boston, MA) agreed to acquire ITRS from Carlyle for an undisclosed sum. ITRS is a provider of real-time monitoring and analytics software to investmentbanks, exchanges and trading venues, hedge funds, and brokers and vendors. ITRS had been owned by The Carlyle Group since September 2011.


Data & Analytics – Financial Services

Public Market Data

APRIL 2017

Recent Activity

10x

13x

15x

18x

3.0x

4.0x

5.0x

6.0x


EV /

EBIT

DA

EV /

Rev

enue



80

120

160

200

240


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

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


S&P Global 34,202 36,497 6.4x 6.4x 14.8x 13.9x 7% 1% 44% 46%Thomson Reuters 31,699 37,289 3.3x 3.3x 15.6x 11.2x (1%) 1% 21% 29%Moody's 21,377 22,687 6.3x 6.0x 13.8x 13.0x 3% 5% 46% 46%Experian 19,409 22,562 4.9x 4.7x 14.2x 13.7x (0%) 3% 34% 35%Equifax 16,600 19,202 6.1x 5.6x 17.1x 15.4x 18% 8% 36% 37%Verisk Analytics 13,810 16,059 8.0x 7.6x 17.1x 15.2x 13% 5% 47% 50%MSCI 9,121 10,404 9.0x 8.4x 18.3x 16.5x 7% 7% 49% 51%CoStar Group 6,729 6,500 7.8x 6.9x 30.2x 24.6x 18% 12% 26% 28%FactSet Research Systems 6,547 6,727 5.9x 5.5x 16.7x 15.7x 11% 7% 35% 35%FICO 4,196 4,728 5.2x 5.0x 22.8x 18.9x 6% 4% 23% 27%Dun & Bradstreet 4,005 5,283 3.1x 3.0x 11.7x 10.6x 4% 4% 26% 28%CoreLogic 3,554 5,046 2.6x 2.7x 12.0x 10.8x 28% (5%) 21% 25%Morningstar 3,396 3,303 4.1x 3.9x 14.3x 11.9x 1% 5% 29% 33%




11/21/16

London Stock Exchange Group (LSE:LSE) acquired Mergent for an undisclosed sum. Mergent is a leading provider of business and financial information on public and private companies and adds to LSEG’s data and analytics capabilities. The Mergentbusiness will form part of LSEG’s Information Services Division which includes FTSE Russell, among other real time and reference data products.

11/10/16

eVestment Alliance (New York, NY) acquired Public Plan IQ for an undisclosed sum. Public Plan IQ is a SaaS-based platform that provides access to public pension plan reporting and board documents and houses more than 10,000 documents. The acquisition builds upon eVestment’s intelligence offering to institutional investors, consultants and managers.

11/1/16

Strategic Insight (New York, NY) acquired BrightScope for an undisclosed sum. BrightScope is a financial information company that provides a suite of proprietary datasets, data management capabilities and analytics to asset managers, record-keepers, financial advisors, and other market participants. The transaction follows Strategic Insight’s recent acquisitions of Market Metrics and Matrix Solutions.


3/10/17

Toppan Vite, a subsidiary of Toppan Printing Co. (TSE:7911), acquired The Vintage Group from PR Newswire for an undisclosed sum. The Vintage Group provides regulatory compliance and shareholder communication services across capital markets, corporate services, and institutional and fund services.

3/8/17Numerix (New York, NY) acquired TFG Financial Systems for an undisclosed sum. TFG Financial Systems is a leading provider of SaaS-based real-time risk, profit & loss, and position management solutions to global buy-side institutions.

2/27/17

Dow Jones, a subsidiary of News Corporation (NASDAQ:NWSA), acquired RiskAverter for an undisclosed sum. RiskAverter’s solution enables customers to automate risk scoring in order to more quickly and effectively assess third parties in relation to anti-corruption and other regulatory compliance risk areas.


Insurance Software

Public Market Data

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

Recent Activity

APRIL 2017


3/13/17

Travelers (NYSE:TRV) agreed to acquire Simply Business from Aquiline Capital Partners for $490mm. Simply Business is a leading distributor of small business insurance policies in the United Kingdom. Through this acquisition, Travelers plans to more efficiently access the microbusiness market in the United States and additional geographies.

3/10/17

Connecture (NASDAQ:CNXR) raised $17.5mm in a Series B funding round co-led by Francisco Partners and Chrysalis Ventures. Connecture provides a web-based health insurance distribution platform that connects consumers to insurance providers. Connecture plans to use this round of financing to continue fund operations.

2/28/17Verisk Analytics (NASDAQ:VRSK) acquired Emergent Network Intelligence for an undisclosed sum. Verisk plans to integrate Emergent Network Intelligence’s insurance claims efficiency and fraud detection solutions to realize process synergies.

8x

11x

13x

16x

18x

1.0x

1.5x

2.0x

2.5x

3.0x


EV /

EBIT

DA

EV /

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80

120

160

200

240


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 4,213 3,630 8.1x 6.8x nm 42.3x 14% 18% 4% 16%Ebix 1,990 2,156 7.2x 6.6x 19.7x 17.8x 12% 10% 37% 37%CorVel 850 812 1.6x na 12.3x na 3% na 13% naSapiens 643 565 2.6x 2.1x 18.9x 14.8x 16% 27% 14% 14%msg life 108 83 0.7x 0.7x 7.2x 6.8x 3% 2% 10% 10%Connecture 24 102 1.2x 1.4x nm nm (15%) (9%) nm nm

Trim Mean 898 909 3.2x 3.3x 15.6x 16.3x 8% 10% 12% 15%Median 747 688 2.1x 2.1x 15.6x 16.3x 8% 10% 13% 15%



Payment Technology

Public Market Data

[1] SafeCharge (SCH) added to the index as of IPO 4/1/14. PayPal (PYPL) added to the index as of IPO 7/20/15

Recent Activity

APRIL 2017


PayPal 52,312 42,496 3.9x 3.4x 20.2x 13.4x 17% 16% 19% 25%FleetCor Technologies 14,421 17,768 9.7x 8.0x 19.0x 15.1x 8% 21% 51% 53%Global Payments 12,424 16,540 4.4x 4.8x 16.7x 15.0x 33% (9%) 26% 32%Vantiv 10,400 13,808 7.2x 6.6x 16.2x 13.8x 13% 11% 45% 47%Total System Services 9,865 12,717 3.0x 2.6x 14.9x 11.1x 50% 15% 20% 24%Western Union 9,841 11,703 2.2x 2.2x 8.6x 9.0x (1%) (0%) 25% 24%Wirecard 6,853 5,993 5.5x 4.3x 18.3x 14.2x 28% 28% 30% 30%Euronet Worldw ide 4,616 4,486 2.3x 2.1x 13.6x 11.3x 11% 9% 17% 19%WEX 4,458 6,480 6.4x 5.5x 21.9x 13.4x 19% 17% 29% 41%Blackhaw k Netw ork Holdings 2,313 1,889 1.0x 0.9x 12.8x 8.0x 5% 17% 8% 11%EVERTEC 1,170 1,758 4.5x 4.4x 11.5x 9.7x 4% 2% 39% 46%Moneygram International 1,116 1,874 1.1x 1.1x 8.4x 6.7x 6% 2% 14% 17%PayPoint 882 817 3.1x 3.3x 11.1x 10.5x (3%) (4%) 28% 31%Cass Information Systems 745 478 3.8x na 12.7x na 3% na 30% naSafeCharge 494 379 3.6x 3.3x 12.3x 10.4x 4% 11% 30% 31%



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120

140

160

180

200

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

M&A Payment Tech Index S&P 500


11/10/16

Vantiv (NYSE:VNTV) acquired Moneris Solutions, Inc. (the US business of Moneris) for $425mm. Moneris offers credit, debit, wireless and online payment services for merchants in virtually every industry segment and processed approximately $12bn in US transaction volume in 2015.

11/7/16

GTCR (Chicago, IL) acquired RevSpring and committed up to $400mm to complete this as well as pursue complementary acquisitions. RevSpring is a leading provider of multi-channel billing and communications solutions to the healthcare and financial services industries.

10/20/16

Cardtronics (NASDAQ:CATM) acquired DirectCash Payments for $460mm. The purchase included First Data’s Australian ATM portfolio, which DirectCash acquired on September 30. DirectCash is a leading provider of prepaid card products, ATM services, and debit terminals.


1/26/17

Ant Financial Services Group, an affiliate of Alibaba Group (NYSE:BABA), agreed to acquire MoneyGram (NASDAQ:MGI) for $880mm, implying an enterprise value of $1.5bn and valuing the company at an implied 1.0x LTM revenue and 7.0x LTM EBITDA. The offer of $13.25 per share represents a premium of ~11.5% to MoneyGram’s closing share price on 1/25/17.

1/13/17

Advent International (Boston, MA) and Bain Capital (Boston, MA) agreed to acquire Concardis for an undisclosed sum. Originally focused on connecting retailers to credit card systems, Concardis has recently developed a leading position as a full-service payment provider in Germany, Austria and Switzerland.

1/10/17

iZettle (Stockholm, Sweden) raised €60mm (~$63.5mm) in a round of funding fromIntel Capital, Zouk Capital and Victory Park Capital. The funding round included €45mm of debt funding from new investor Victory Park Capital and €15mm in equity funding from existing investors Intel Capital and Zouk Capital.


11/10/16

Vantiv (NYSE:VNTV) acquired Moneris Solutions, Inc. (the US business of Moneris) for $425mm. Moneris offers credit, debit, wireless and online payment services for merchants in virtually every industry segment and processed approximately $12bn in US transaction volume in 2015.

11/7/16

GTCR (Chicago, IL) acquired RevSpring and committed up to $400mm to complete this as well as pursue complementary acquisitions. RevSpring is a leading provider of multi-channel billing and communications solutions to the healthcare and financial services industries.

10/20/16

Cardtronics (NASDAQ:CATM) acquired DirectCash Payments for $460mm. The purchase included First Data’s Australian ATM portfolio, which DirectCash acquired on September 30. DirectCash is a leading provider of prepaid card products, ATM services, and debit terminals.


3/16/17

First Data (NYSE:FDC) agreed to acquire Acculynk for an undisclosed sum. The acquisition of Acculynk strengthens First Data’s e-commerce capabilities. Acculynk’s debit routing technology enables merchants to process online debit payments through the most cost effective network available.

3/9/17

Currencycloud (London, United Kingdom) raised £20mm (~$25mm) in a Series D funding round led by GV (fka Google Ventures) and which included participation from existing investors. Currencycloud enables customers to build apps and services using its payment and currency conversion application programming interfaces (APIs).

3/2/17

Paytm E-Commerce (New Delhi, India), a subsidiary of One97 Communications, raised $200mm in a round of equity funding led by Alibaba (investing $177mm) and included SAIF Partners (investing $23mm). Paytm is a leading mobile payments and e-commerce company in India.



Public Market Data

APRIL 2017

Recent Activity

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170

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

M&A Sec Exchanges Index S&P 500


3/3/17

European Energy Exchange (Leipzig, Germany) agreed to acquire Nodal Exchange for an undisclosed sum. Through this acquisition, European Energy Exchange will enter the North American energy trading markets, thereby expanding its global presence and membership base in line with its growth strategy.

2/17/17

TMX Group (TSX:X) has agreed to sell its wireless and extranet infrastructure services businesses known as TMX Atrium to Intercontinental Exchange (ICE). Upon closing, TMX Atrium will become part of ICE Data Services, a highly resilient private network purpose-built for the global capital markets. Marlin & Associates acted as the exclusive financial and strategic advisor to TMX.

1/27/17

BM&FBOVESPA (BOVESPA:BVMF3) acquired an additional 8.6% stake in Bolsa de Valores de Colombia (BVC:BVC) for $15.5mm. Bolsa de Valores manages trading platforms for equities, variable income, fixed income, and standardized derivatives markets in Colombia.


CME Group 40,313 39,601 11.0x 10.5x 16.3x 14.8x 8% 5% 67% 71%IntercontinentalExchange (ICE) 35,922 41,929 9.3x 9.0x 15.2x 14.0x 35% 3% 61% 64%Hong Kong Exchange 30,735 28,920 20.3x 17.8x 30.9x 25.1x (14%) 14% 66% 71%Deutsche Börse Group 17,215 18,246 6.5x 6.8x 13.2x 11.9x (5%) (5%) 49% 57%London Stock Exchange (LSE) 14,288 14,963 7.7x 7.0x 15.9x 13.9x (10%) 9% 48% 51%The Nasdaq OMX Group 11,569 14,572 6.4x 6.0x 12.8x 11.6x 20% 7% 50% 51%BM&F Bovespa 9,486 9,911 13.3x 12.1x 20.8x 18.0x 5% 9% 64% 68%Australian Exchange (ASX) 7,460 6,634 9.4x 10.8x 12.1x 14.0x 30% (13%) 78% 77%CBOE 6,590 6,493 9.9x 9.7x 18.2x 17.4x 4% 2% 54% 56%Singapore Exchange (SGX) 5,923 5,441 9.6x 9.2x 18.4x 15.4x (4%) 4% 52% 60%TMX Group 2,808 3,240 5.3x 5.6x 9.7x 10.6x 5% (5%) 55% 53%



http://www.marlinllc.com/transactions/recent/tmx


Technology-Enabled Financial Institutions

Public Market Data

Recent Activity

APRIL 2017

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5 Year LTM Revenue & EBT Multiples

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70

100

130

160

190

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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.


3/17/17BinckBank (ENXTAM:BINCK) acquired Pritle for €12.5mm (~$13.3mm). BinckBank is the largest independent Dutch online bank for investors. The acquisition of Pritle is the first robo-advisor acquisition in continental Europe.

2/23/17Research Exchange (London, United Kingdom) raised an undisclosed sum in a round of equity funding led by NEX Group (ICAP). Research Exchange plans to use the proceeds to increase staff and services for asset managers and research providers.

1/12/17

Funding Circle (London, United Kingdom) raised GBP82mm (~$100mm) in its sixth round of funding led by existing investor Accel Partners. The peer-to-peer lending platform has enable the lending of £2.5 billion to over 25,000 businesses across Funding Circle's platform to date.

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin(USD millions) Cap CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Charles Schw ab 54,726 7.3x 6.4x 18.4x 15.2x 18% 15% 40% 42%TD Ameritrade 20,596 6.2x 5.8x 16.2x 12.0x 4% 8% 38% 48%E*TRADE 9,624 4.6x 4.4x 11.0x 10.5x 17% 5% 42% 42%MarketAxess 7,076 19.1x 16.8x 36.9x 29.5x 22% 14% 52% 57%BGC Partners 4,924 1.9x 1.7x 11.1x 8.4x 2% 13% 17% 20%ICAP 2,678 3.1x 3.9x 11.8x 10.8x na (20%) 26% 36%Interactive Brokers Group 2,395 1.8x 1.6x 3.1x 2.4x (1%) 12% 56% 64%IG Group 2,279 3.5x 3.7x 8.5x 8.5x 18% (6%) 42% 44%LendingClub 2,173 4.3x 3.8x na 43.3x 16% 15% na 9%Investment Technology Group 688 1.5x 1.4x na na (12%) 9% na naMonex Group 676 1.7x 1.7x 54.0x na (12%) (0%) 3% naGAIN Capital 406 0.7x 1.0x 6.7x 4.4x 11% (29%) 11% 23%On Deck Capital 360 2.6x 0.9x na 45.6x (22%) 171% na 2%BinckBank 252 1.4x 1.5x 35.1x na (14%) (8%) 4% na

Trim Mean 4,490 3.3x 3.1x 17.3x 15.8x 5% 5% 30% 33%Median 2,337 2.8x 2.7x 11.8x 10.8x 4% 9% 38% 42%

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:

APRIL 2017



advisor to OpenGamma


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.

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:

APRIL 2017

a portfolio company of

New York, NY


advisor to Advise Technologies, LLC


New York, NY

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:

APRIL 2017

New York City, NY

Lake Success, NY

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


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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