Technology MARKET UPDATE - Marlin & AssociatesThe M&A Advisor and The M&A Forum have recognized...

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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

MAY 2017

Toronto

Washington, D.C.

San Francisco

New York

Dear Clients and Friends,

The report that follows contains an update on m&a deals, values and trends in the seven sectors of the global Fintech industry that we follow and sometimes lead.

We live in interesting times. Many of my colleagues who are part of the Fintech world are simultaneously optimistic and nervous. The current business, tax, economic and regulatory environments have combined to make this a great time to be in Fintech. The market is booming. But it’s clear that some politicians around the world are contemplating policies that could mess it up. So here are three thoughts for those in the US, UK, EU, China and elsewhere that would mess with a system that is doing quite well:

1. Keep borders open. Fintech is global – and to benefit consumers it needs to stay that way. This is not only a US issue. Funding Circle (UK); Stripe (Ireland); Ant Financial (China); Bloomberg (US); Thomson Reuters (Canada) and others need access to international markets. If politicians close markets to others, there will be repercussions. And that will hurt us all.

2. Focus on smarter regulations not more, not fewer - and getting more coordination among agencies would help. We know that open borders does not mean unfettered ones. We need reasonable rules to – among other things - ensure security, enforce contracts, protect intellectual property rights, reduce corruption, and protect the weak, unsophisticated and unwary. But the complexities of multiple conflicting regulations administered by competing bureaucracies makes the system more challenging to navigate and expensive without commensurate benefit. A moratorium on new regulations alone doesn’t help – it just solidifies the status quo. And we certainly don’t want regulations that reduce access to talented labor (see #3) or stifle innovation. (See our recent commentary on Net Neutrality).

3. Cherish smart, industrious immigrants. The US leads Fintech innovation in part because the US has access to a talented multi-cultural labor pool. Five of the six winners of Nobel Prizes affiliated with US universities in 2016 were foreign born. At least half of the privately held start-up firms valued at $1bn or more worldwide were founded by immigrants. That doesn’t mean politicians should ignore the challenges of immigration. It does mean that we should encourage global policies that allow the most talented individuals to work where they can be the most productive – whether that be their home country or someplace else. All politicians should want to find ways to retain those immigrants who may become the next Sergei Brin (Russia - Google); Elon Musk (South Africa - eBay, Tesla, SpaceX), Jerry Yang (Taiwan – Yahoo!); Vivek Ranadive (India, TIBCO); Pieter Thiel (Germany – PayPal); or Jan Koum (Ukraine - What’s App). Cherish smart immigrants – don’t denigrate them.

Some of the more interesting m&a transactions, trends and values are discussed in the following report. Among others, we note:

DEAR CLIENTS AND FRIENDS,Three Ways that Politicians Can Help (or Hurt) Fintech in 2017 – Our May 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.

• 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,

• Cowen Group (NASDAQ:COWN) agreed to acquire Convergex Group for $116mm,

• Robinhood (Palo Alto, CA) raised $110mm in a Series C funding round led by new investor DST Global, and that included new investors Thrive Capital and Greenoaks Capital Partners, and existing investors New Enterprise Associates, Ribbit Capital, and Index Ventures,

• Singapore Life (Singapore) raised $50mm in a Series A funding round co-led by Impact Capital Holdings, a subsidiary of Credit China Fintech Holdings, and IPGL,

• TMX Group (TSX:X) has completed the previously announced sale of its wireless and extranet infrastructure services businesses known as TMX Atrium to Intercontinental Exchange (ICE). Marlin & Associates acted as the exclusive financial and strategic advisor to TMX.

Please see our full May Fintech M&A Report, below.

Kenneth B. Marlin | Managing PartnerMarlin & Associates | www.marlinllc.com

Sincerely,

https://www.marlinllc.com/blog/net-neutrality-and-why-it-matters-to-ma-our-may-2017-market-update/

http://www.marlinllc.com/

MAY 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

MAY 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.

MAY 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

MAY 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.

MAY 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 sold 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.

MAY 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

MAY 2017

May 24-26, 2017Toronto, Ontario, CA Details

The Payments Canada SummitThe SUMMIT will feature leading authorities and innovators on a wide variety of payment related topics includingPayments Modernization, The Payment Experience, Blockchain & DLT, Financial Inclusion, Data Rich Payments/ISO 20022, Emerging Payment Technologies, Digital ID and Authorization, AI in Payments, Fraud & Risk Detection, and more.

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

https://www.payments.ca/summit

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 4/28/17. 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 Software

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*

Capital Markets Software & Services

Banking Software & Processors

2016A EV/EBITDA 2017E EV/EBITDA

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

MAY 2017

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/28/17. 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.


4/26/17

Quovo (New York, NY) raised $10mm in a Series B funding round led by new investors F-Prime Capital and Napier Park Financial Partners, and that included existing investors FinTech Collective and Long Light Capital. Quovo provides API-based financial account aggregation and analytics.

4/4/17

BNP Paribas (ENXTPA:BNP) acquired Compte Nickel for an undisclosed sum. Compte Nickel provides customers with easily accessible IBAN and international Mastercards, via simple accounts that can be opened easily at newsagents. BNP Paribas has indicated that the Compte Nickel offering will continue to operate separately from other BNP Paribas offerings.

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.

Banking Software & ProcessorsPublic Market Data

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

Recent Activity

MAY 2017

75

100

125

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175

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225

250

275

May-12 May-13 May-14 May-15 May-16 May-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 /

Reve

nue

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 27,867 37,766 4.1x 4.0x 16.6x 12.2x 1% 2% 25% 33%Fiserv 26,115 30,436 5.5x 5.3x 17.7x 14.8x 5% 5% 31% 36%Jack Henry & Associates 7,577 7,563 5.4x 5.2x 15.3x 14.6x 7% 5% 35% 35%Temenos 6,161 6,330 10.0x 9.1x 37.8x 25.9x 17% 10% 26% 35%Oracle Financial Services 4,701 4,157 6.1x 5.5x 14.6x 13.3x 10% 10% 42% 41%Ellie Mae 3,624 3,230 9.0x 7.4x 44.1x 22.3x 42% 22% 20% 33%ACI Worldw ide 2,546 3,232 3.2x 3.2x 27.3x 12.8x (4%) 1% 12% 25%Q2 Holdings 1,536 1,439 9.6x 7.4x na nm 38% 29% na 3%Bottomline Technologies 885 924 2.7x 2.6x 29.5x 11.5x 2% 4% 9% 22%Polaris Consulting & Services 325 251 0.8x na 7.5x na 0% na 11% naSw ord Group 323 291 1.7x 1.5x 11.6x 9.7x 16% 11% 14% 15%Microgen 262 245 4.4x 4.1x 19.7x 16.9x 35% 7% 22% 24%Gresham Technologies 132 123 5.5x 4.7x 31.7x 18.2x 16% 17% 17% 26%

Trim Mean 4,914 5,282 5.2x 4.9x 22.2x 15.2x 13% 9% 21% 28%Median 2,546 3,230 5.4x 5.0x 18.7x 14.6x 10% 8% 21% 29%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin


Capital Markets Software & ServicesPublic Market Data

Recent Activity

MAY 2017


IHS Markit 18,323 21,956 6.0x 4.6x 16.3x 11.3x 10% 32% 37% 40%Broadridge 8,498 9,468 2.7x 2.3x 14.9x 12.2x 23% 21% 18% 19%SS&C Technologies 7,705 10,040 6.8x 6.0x 19.5x 14.6x 48% 13% 35% 41%Computershare 6,024 7,237 3.6x 3.4x 16.6x 13.2x 4% 5% 21% 26%DST 3,940 4,339 2.8x 2.2x 13.1x 11.3x (23%) 29% 21% 19%SimCorp 2,520 2,488 7.7x 6.8x 32.2x 24.2x 6% 14% 24% 28%IRESS 1,563 1,679 5.8x 5.1x 21.8x 16.9x 8% 13% 26% 30%Envestnet 1,505 1,743 3.0x 2.6x 41.1x 13.9x 37% 14% 7% 19%Fidessa group 1,189 1,065 2.5x 2.3x 13.7x 9.3x 12% 7% 18% 25%First Derivatives 878 899 5.1x 4.5x 26.9x 23.9x 27% 14% 19% 19%Linedata Services 378 421 2.3x 2.0x 9.0x 7.2x (3%) 16% 26% 28%Cinnober 215 205 5.2x 4.1x nm 38.7x 16% 28% 1% 11%StatPro Group 103 117 2.4x 1.8x 20.9x 13.0x 24% 30% 11% 14%Brady 79 70 1.8x 1.8x 11.9x 24.2x 11% (3%) 15% 8%Lombard Risk Management 65 57 1.4x 1.1x 18.2x 7.9x 35% 22% 8% 14%



9x

12x

15x

18x

21x

2.0x

2.5x

3.0x

3.5x

4.0x


EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples


75

100

125

150

175

200

225


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

M&A Capital Markets Index S&P 500


4/26/17

Robinhood (Palo Alto, CA) raised $110mm in a Series C funding round led by new investor DST Global, and that included new investors Thrive Capital and Greenoaks Capital Partners, and existing investors New Enterprise Associates, Ribbit Capital, and Index Ventures. The round valued Robinhood at a post-money valuation of $1.3bn.

4/18/17

Oranj (Chicago, IL) acquired TradeWarrior for an undisclosed sum. TradeWarrior is a provider of investment rebalancing and model management tools for financial advisors. The acquisition will help Oranj provide its clients with a more robust back-office offering.

4/3/17

Public Pension Capital (New York, NY), FiveW Capital, and Viteos management acquired Viteos Fund Services for an undisclosed sum. Viteos provides middle- and back-office technology and services to investment managers. Viteos’ solutions include straight-through-processing, shadow-accounting, and back-office outsourcing.


Data & Analytics – Financial Services

Public Market Data

MAY 2017

Recent Activity

10x

13x

15x

18x

3.0x

4.0x

5.0x

6.0x


EV /

EBIT

DA

EV /

Reve

nue



80

100

120

140

160

180

200

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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 34,997 37,286 6.6x 6.4x 15.1x 13.8x 7% 3% 44% 47%Thomson Reuters 32,905 39,570 3.5x 3.5x 16.6x 11.7x (1%) 1% 21% 30%Moody's 22,575 23,885 6.6x 6.3x 14.6x 13.6x 3% 6% 46% 46%Experian 20,408 23,561 5.1x 4.9x 14.8x 14.3x (0%) 2% 34% 35%Equifax 16,494 19,104 6.1x 5.6x 17.0x 15.3x 18% 8% 36% 37%Verisk Analytics 14,094 16,343 8.2x 7.8x 17.4x 15.5x 13% 5% 47% 50%MSCI 9,415 10,698 9.3x 8.6x 18.8x 16.9x 7% 8% 49% 51%CoStar Group 7,844 7,576 9.0x 8.0x 35.2x 28.2x 18% 14% 26% 28%FactSet Research Systems 6,481 6,661 5.8x 5.3x 16.6x 15.4x 11% 10% 35% 34%FICO 4,371 4,880 5.4x 5.2x 23.6x 18.6x 6% 5% 23% 28%Dun & Bradstreet 4,067 5,345 3.1x 3.0x 11.9x 10.7x 4% 4% 26% 28%CoreLogic 3,690 5,135 2.6x 2.8x 12.2x 11.0x 28% (5%) 21% 25%Morningstar 3,159 3,077 3.9x 3.6x 13.3x 13.2x 1% 7% 29% 27%




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.


4/26/17

CoStar Group (NASDAQ:CSGP) agreed to acquire LandWatch.com for an undisclosed sum. LandWatch.com is an online provider of rural properties listings and land for sale, including hunting land, timberland, farms and ranches. CoStar expects the acquisition of LandWatch to approximately double the scale of the company’s existing land marketplace.

4/7/17

Delta

StatPro Group (AIM:SOG) agreed to acquire UBS Delta from UBS Group for €13.1mm (~$13.9mm), valuing the company at an implied 0.8x LTM revenue. UBS Delta is a risk and performance analytics platform and the acquisition enables StatProto extend its risk and performance analytics service from the middle office to the front office of asset managers.

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


Insurance Software

Public Market Data

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

Recent Activity

MAY 2017


Guidew ire Softw are 4,599 4,016 8.9x 7.6x nm 46.8x 14% 18% 4% 16%Ebix 2,004 2,171 7.3x 6.6x 19.8x 17.9x 12% 10% 37% 37%CorVel 870 831 1.6x na 12.6x na 3% na 13% naSapiens 592 515 2.4x 1.9x 17.2x 13.5x 16% 27% 14% 14%msg life 111 87 0.7x 0.7x 7.5x 7.1x 3% 2% 10% 10%Connecture 19 97 1.2x 1.3x nm nm (15%) (9%) nm nm

Trim Mean 894 904 3.1x 3.3x 14.9x 15.7x 8% 10% 12% 15%Median 731 673 2.0x 1.9x 14.9x 15.7x 8% 10% 13% 15%



4/26/17

Singapore Life (Singapore) raised $50mm in a Series A funding round co-led by Impact Capital Holdings, a subsidiary of Credit China Fintech Holdings and IPGL. Singapore Life offers on-demand long-term life and savings solutions for customers. The company plans to use the funds for continued operations and development purposes.

4/25/17

Vertafore (Bothell, WA) acquired RiskMatch for an undisclosed sum. RiskMatchprovides portfolio management and placement solutions to insurance brokers and carriers. Vertafore, backed by Bain Capital Private Equity, plans to operate RiskMatchas a separate business unit within the company.

4/6/17

Trov (Danville, CA) raised $45mm in a Series D funding round led by Munich Re/HSB Ventures and included new investor Sompo Holdings and return investors Oak HC/FT, Suncorp Group, Guidewire and Anthemis. Trov offers an on-demand insurance platform for items providing protection against accidental damage, loss, or theft.

8x

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240


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

M&A Insurance Tech Index S&P 500


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

MAY 2017


PayPal 58,028 49,100 4.5x 3.9x 23.4x 15.1x 17% 17% 19% 26%FleetCor Technologies 13,346 16,668 9.1x 7.6x 17.8x 14.4x 8% 20% 51% 52%Global Payments 12,590 16,706 4.4x 4.9x 16.9x 15.1x 33% (10%) 26% 32%Vantiv 12,253 15,623 8.2x 7.4x 18.4x 15.6x 13% 11% 45% 48%Total System Services 10,599 13,411 3.2x 2.8x 15.7x 11.5x 50% 16% 20% 24%Western Union 9,604 11,466 2.1x 2.1x 8.4x 8.8x (1%) (0%) 25% 24%Wirecard 7,304 6,338 5.5x 4.3x 19.8x 14.7x 32% 26% 28% 30%Euronet Worldw ide 4,538 4,379 2.2x 2.1x 13.3x 10.9x 11% 9% 17% 19%WEX 4,375 6,571 6.5x 5.5x 22.2x 13.7x 19% 17% 29% 40%Blackhaw k Netw ork Holdings 2,261 2,638 1.4x 1.2x 17.9x 11.1x 5% 18% 8% 11%Moneygram International 1,183 1,941 1.2x 1.2x 8.7x 6.9x 6% 2% 14% 17%EVERTEC 1,166 1,755 4.5x 4.4x 11.5x 9.7x 4% 2% 39% 46%PayPoint 903 836 3.1x 3.3x 11.1x 10.6x (3%) (5%) 28% 31%Cass Information Systems 749 482 3.8x na 12.8x na 3% na 30% naSafeCharge 523 407 3.9x 3.5x 13.2x 11.2x 4% 11% 30% 31%



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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.


4/25/17

Vantiv (NYSE:VNTV) agreed to acquire Paymetric from Francisco Partners for an undisclosed sum. Paymetric automates B2B payment workflows within back-office enterprise systems by integrating leading ERP and CRM systems with robust payment capabilities. Paymetric also tokenizes payments data in order to enable secure storage of customer information.

4/19/17

Ant Financial Services Group, an affiliate of Alibaba Group (NYSE:BABA), acquired HelloPay for an undisclosed sum. HelloPay was the payment subsidiary of e-commerce firm Lazada Group, which is majority-owned by Alibaba, and will be re-branded as Alipay in Southeast Asia.

4/3/17

Avangate (Amsterdam, Netherlands) acquired 2Checkout.com from Trident Capital, Glouston Capital Partners and Chicago Growth Partners for an undisclosed sum. 2Checkout is a global payment platform that enables companies to accept online and mobile payments from buyers worldwide, with localized payment options.



Public Market Data

MAY 2017

Recent Activity

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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


4/19/17

Islamic Development Bank (Jeddah, Saudi Arabia) acquired a 10% stake in BorsaIstanbul for $11.6mm, implying a value of $116mm. Borsa Istanbul operates as a securities exchange for the trading of capital markets instruments, foreign currencies, precious metals, and gems.

3/3/17

European Energy Exchange (Leipzig, Germany) agreed to acquire Nodal Exchange for an undisclosed sum. Through this acquisition, European Energy Exchange plans to 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 sold its wireless and extranet infrastructure services businesses known as TMX Atrium to Intercontinental Exchange (ICE). TMX Atrium becomes 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.


CME Group 39,498 40,355 11.2x 10.7x 16.6x 15.1x 8% 5% 67% 71%IntercontinentalExchange (ICE) 36,120 42,127 9.4x 9.1x 15.3x 14.1x 35% 3% 61% 64%Hong Kong Exchange 30,080 28,267 19.8x 17.4x 30.2x 24.5x (14%) 14% 66% 71%Deutsche Börse Group 18,320 19,372 6.9x 7.3x 14.0x 12.6x (5%) (5%) 49% 57%London Stock Exchange (LSE) 15,732 16,429 8.4x 7.7x 17.4x 15.3x (10%) 9% 48% 51%The Nasdaq OMX Group 11,722 14,737 6.5x 6.0x 12.9x 11.7x 20% 7% 50% 51%BM&F Bovespa 9,284 9,707 13.0x 11.9x 20.4x 17.6x 5% 9% 64% 68%Australian Exchange (ASX) 7,394 6,579 9.3x 10.7x 12.0x 13.9x 30% (13%) 78% 77%CBOE 6,699 6,602 10.0x 9.9x 18.5x 17.7x 4% 2% 54% 56%Singapore Exchange (SGX) 5,694 5,157 9.1x 8.7x 17.5x 14.6x (4%) 4% 52% 60%TMX Group 3,137 3,559 5.9x 6.2x 10.7x 11.6x 5% (5%) 55% 53%



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


Technology-Enabled Financial Institutions

Public Market Data

Recent Activity

MAY 2017

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130

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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.


4/3/17Cowen Group (NASDAQ: COWN) agreed to acquire Convergex Group for $116mm. Convergex is an agency-focused global brokerage and trading related services provider to hedge funds, asset managers, broker-dealers, trusts, and exchanges.

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 amount in an equity funding round led by NEX Group (ICAP). Research Exchange plans to use the proceeds to increase staff and services for asset managers and research providers.

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 52,486 7.0x 6.1x 17.6x 14.6x 18% 16% 40% 42%TD Ameritrade 20,283 6.1x 5.5x 15.9x 12.0x 4% 11% 38% 46%E*TRADE 9,545 4.6x 4.3x 10.9x 10.2x 17% 7% 42% 42%MarketAxess 7,337 19.8x 17.7x 38.3x 31.5x 22% 12% 52% 56%BGC Partners 4,932 1.9x 1.7x 11.1x 8.4x 2% 13% 17% 20%ICAP 3,021 3.4x 4.2x 12.8x 11.6x na (20%) 26% 36%Interactive Brokers Group 2,595 1.9x 4.1x 9.2x 9.2x (1%) (54%) 21% 44%IG Group 2,409 1.7x 1.7x 3.2x 2.6x 3% (0%) 53% 64%LendingClub 2,316 4.6x 4.0x na 46.1x 16% 16% na 9%Investment Technology Group 728 1.8x 1.8x 58.6x na (12%) 2% 3% naMonex Group 677 1.5x 1.4x na 23.2x (12%) 7% na 6%GAIN Capital 346 0.6x 1.0x 5.7x 5.2x 11% (35%) 11% 18%On Deck Capital 340 2.4x 0.9x na 40.1x (22%) 172% na 2%BinckBank 325 1.8x 1.9x 44.1x na (14%) (8%) 4% na

Trim Mean 4,544 3.2x 3.1x 18.4x 16.6x 3% 2% 28% 30%Median 2,502 2.2x 3.0x 12.8x 11.8x 3% 7% 26% 39%

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:

MAY 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:

MAY 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:

MAY 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

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