Financial Technology

Financial Technology February INVESTMENT BANKINGSTRATEGICAND ADVISORY TO www.MarlinLLC.com M&A S E T A I C O S S A & N I L R A M AND INFORMATIONAND SERVICES 2016 INDUSTRIES THE FINANCIALTHETECHNOLOGY E T A D T P E U K R A M y g o l o n h c l Te a i c n a n i F © Marlin & Associates Holdings LLC, All All ReservedRight LLC,Holdings Associates & Marlin© Washington, D.C. SanFrancisco New New Toronto York DEAR CLIENTS AND FRIENDS,

Welcome to our February 2016 Financial Technology Market Update

The report that follows brings a new sharper focus to the m&a values and trends in each of seven discreet sectors of an industry that we have followed and sometimes led for more than 14 years. We hope that you will find its sharper focus useful.

Fintech is a complex industry that serves a wide range of customers including: • Retail, commercial, merchant and investment banks; • Asset managers (hedge funds, mutual funds, private equity, real-estate funds; • Insurance companies; • Securities exchanges; • Corporations (treasurers and CFO’s) and merchants (payments); • A host of other financial services industry participants, consumers and intermediaries who interface with these financial institutions.

It is also an industry in which each fintech customer is under constant competitive pressure to innovate and improve while complying with a myriad of complex regulations and keeping costs low. The good news for fintech customers (and for us) is that there is a wide and ever-changing range of large and small fintech companies offering to help customers meet these needs. Of course they too feel the pressure to continuously evolve, adapt and offer new, modern, cost effective tools, products and services. Competition in fintech has never been more robust. That’s why R&D is constant and so is m&a. It’s the nature of the beast.

We are here to advise the participants in this industry as they seek to buy, sell, or raise capital. Please let us know how we can help you.

Sincerely,

Kenneth B. Marlin www.MarlinLLC.com

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 related services. 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 numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information- technology transactions. FEBRUARY 2016

MARLIN & ASSOCIATES: FINTECH MARKET UPDATE

3 Marlin & Associates

8 Events

9 Sector Comparison

10 Sector Analyses

10 Banking Software & Processors

11 Capital Markets Software & Services

12 Data & Analytics – Financial Services

13 Insurance Technology

14 Payment Technology

15 Securities Exchanges

16 Technology-Enabled Financial Institutions

17 Case Studies FEBRUARY 2016

MARLIN & ASSOCIATES’ SENIOR TEAM BRINGS EXTENSIVE DEPTH, BREADTH AND INDUSTRY EXPERTISE TO OUR CLIENTS

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 Ken Marlin York University

Chief Operating Officer of M&A • 18+ years of investment banking and • 20+ years of M&A experience advising private equity experience technology and PE firms, globally • Named twice to Dealer’s Digest and • VP Business Development at FactSet recently M&A Advisor’s “40-Under-40” • M&A attorney of Skadden, Arps, Slate, • Founded Marlin & Associates with Ken Meagher and Flom Marlin • CFO of JCF Group • Formerly at Veronis Suhler Stevenson, • MBA from Columbia Business School Morgan Stanley, and American • J.D. from Fordham Law School International Group • BS from Binghamton University • CFA Charterholder Jason Panzer Michael Maxworthy

• 20+ years of M&A experience • 20+ years of investment banking • Founder of Chela Capital experience • Global Head of Barclays’ Capital • Focused on entrepreneurial Technology Group technology-based companies • BA in Economics from Milton College • Formerly at Robertson Stephens and • MBA in International Finance from PaineWebber (UBS) • University of Wisconsin-Madison • BS, Finance from Pennsylvania State • Post-MBA from Northwestern University University

Paul Friday Afsaneh Naimollah

• 12+ years of M&A experience • 15+ years of corporate finance • VP of Business Development at experience SunGard • Thought leader in payments technology • Founder of software company sold to • 8+ years in investment banking at UBS SunGard and Deutsche Bank • Started career designing trading • BS from Union College software for TD Bank • MBA from University of Virginia’s • BaSC, Engineering from University of Darden School of Business Toronto • Named to Deal’s Digest “40-Under-40” Tom Selby Jonathan Kaufman

• 25+ years of investment banking/ strategic consulting • 10+ years on Wall Street • Co-founder of MarketResearch.com • Previously at Scotia Capital's Equity • Advisor at Dun & Bradstreet, R.R. Research • Donnelly & Sons, and BDM • Previously at Bear Stearns and • Executive positions in Washington J.P. Morgan • Post’s Legislate subsidiary and • BSBA from Villanova University Thomson Finacials’ legal research • CFA Charterholder business • National Defense Education Fellow George Beckerman at New York University’s Graduate Jeffrey Trongone School of Public Administration FEBRUARY 2016

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

Deal making is as integral to the evolution of the financial technology industry as the technologies themselves and Ken Marlin has been in the thick of it... – Institutional Investor 2014

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

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

. Ken was the only investment banker included on the list

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

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

. In 2015, Institutional Investor named Ken as an inaugural member of the “The Fintech Finance 35: The Financiers Who Place the Bets”

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

Candidates were evaluated by four primary sets of attributes: achievements and contributions over the course of a career; scope and complexity of responsibilities; influence and leadership inside and outside the organization; and pure technological innovation. FEBRUARY 2016

PEERS AND INDUSTRY GROUPS RECOGNIZE MARLIN & ASSOCIATES Select Marlin & Associates Awards

“Boutique Investment Banking Firm of the Year (2014, 2015)”

Acquisition International recognized Marlin & The M&A Advisor and The M&A Forum have Associates for the M&A Award USA TMT recognized Marlin & Associates for excellence Advisory Firm of the Year (2012, 2015) in multiple deal categories including:

• Boutique Investment Banking Firm of the Year (2014)* • Middle Market International Professional Services (B-to-B) The Global M&A Network recognized Marlin & Deal of the Year (2013) Associates for excellence in multiple deal categories through its M&A Atlas Awards: • Financial Services Deal of the Year (2013, 2012 and 2011 • Information Technology Deal of the Year (2011) • Financial Technology Deal of the Year (2012, 2011) • Middle Market Deal of the Year <$25M (2011) • North America Small Mid Markets Corporate Deal of the Year • Corporate and Strategic Acquisition of the Year (2011) (2013) • Middle Market Financial Services Deal of the Year • Corporate M&A Deal of the Year (2010) (2011 and 2010) • Technologies Deal of the Year (2010) • Middle Market Information Technology Deal of the Year (2011 and 2010) • Middle Market International Financial Services Deal of the Year (2013 and 2010) The 451 Group, a noted independent • Middle Market International Information Technology Deal technology industry analyst company, identified Marlin & Associates as a leader in of the Year (2010 cross-Atlantic technology merger and • Middle Market Financial Services Turnaround Deal of the Year acquisition transaction advisory (2009) • Middle Market Information Technology Turnaround Deal of the Year (2009) Two transactions on which Marlin & Associates • Middle Market International Deal of the Year(2008) advised were named as part of • Middle Market Financial Services Deal of the Year (2008) The M&A Advisor’s “Deals-of-the Decade • Middle Market Technology Deal of the Year (2008) Celebration • Middle Market Investment Banking Firm of the Year (2008 and 2007)* • Middle Market International/Cross Border Deal of the Year SNL Financial, a market research (2007, Below $100M) company, identified Marlin & Associates as • Middle Market Financial Services Deal of the Year (2007, leading the most financial technology Below $100M) transactions in 2009, in a tie with Citigroup • Middle Market Financing Agent of the Year – Equity and Credit Suisse, and one of the top 10 (2007)* advisors in 2010 • Middle Market Computer and Information Technology Deal of the Year (2007, Below $100M) • Middle Market Financing Deal of the Year - Equity (2007) • Middle Market Financing - Financial Services Deal of the Year (2007)

* Firm-wide Awards FEBRUARY 2016

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

San Mateo, CA New York, NY Campbell, CA Boston, MA

received a strategic has been acquired by received an investment from has been acquired by investment from

Tokyo, Japan Palo Alto, CA Windsor, CT Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial advisor to Xignite. advisor to Alacra. advisor to Trunomi. advisor to Varden Technologies.

has sold the assets of New York, NY Dublin, Ireland London, United Kingdom

has invested in has been acquired by invested in

Dublin, Ireland London, United Kingdom London, United Kingdom Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as financial advisor to Aquiline Capital exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial Partners. advisor to CNO Financial Group. advisor to Information Mosaic. advisor to CIT Growth Capital.

San Francisco, CA Vienna, Austria Vienna, Austria New York, NY

has led a $60 million investment in received a majority investment has acquired has entered into a strategic from alliance with

New York, NY New York, NY New York, NY New York, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive financial advisor exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial Francisco Partners. advisor to AIM Software. advisor to AIM Software. advisor to Alacra Inc.

has sold Private equity funds managed by Blackstone and by the Goldman Sachs Woburn, MA Chicago, IL Merchant Banking Division (together, the “Sponsors”) have agreed to acquire has been acquired by has been acquired by Chicago, IL to

from affiliates of Kohlberg Kravis Roberts & Co. L.P. Chicago, IL New York, NY Stockholm, Sweden Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates advised the exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial Sponsors. advisor to ByAllAccounts, Inc. advisor to SpyWare LLC. advisor to MarketAxess. FEBRUARY 2016

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

New York, NY Birmingham, AL New York, NY London, United Kingdom

secured a $53 million has been acquired by has been acquired by has been acquired by investment from

New York, NY Wayne, PA Hamilton, Bermuda Mumbai, India Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial strategic and financial advisor to advisor to SR Labs. advisor to XcitekSolutionsPlus, LLC. advisor to Correlix. Coalition Development Ltd.

New York, NY has acquired a minority interest in London, United Kingdom New York, NY

has acquired a minority interest in has been acquired by has acquired

from

London, United Kingdom Toronto, Canada Tokyo, Japan Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial strategic and financial advisor to Welsh, exclusive strategic and financial exclusive strategic and financial advisor to NYSE Euronext. Carson, Anderson & Stowe. advisor to Atrium Network. advisor to NYSE Euronext, Inc.

Vancouver, Canada Doha, Qatar Sydney, Australia Brussels, Belgium

has been acquired by has acquired has been acquired by has acquired Ambit Messaging Hub from

Kansas City, MO London, United Kingdom New York, NY Wayne, PA Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial strategic and financial advisor to Qatar exclusive strategic and financial exclusive strategic and financial advisor to Subserveo. Insurance Services LLC. advisor to SMARTS Group. advisor to SWIFT.

Invictus Financial Inc.

has sold its majority interest in Vancouver, Canada Sante Fe, NM Chicago, IL

has sold has been acquired by has been acquired by Wrexham, United Kingdom

to to a group led by management Jersey City, NJ Chicago, IL Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as Marlin & Associates acted as exclusive exclusive strategic and financial strategic and financial advisor to exclusive strategic and financial strategic and financial advisor to advisor to Deutsche Börse. Invictus Financial Inc. advisor to Strategic Analytics Inc. Logical Information Machines, Inc. FEBRUARY 2016

Upcoming 2016 Events:

Date Conference Location Website

Feb. 22 - Feb. 23, 2016 TradeTech FX USA 2016 Miami, FL Details Only global annual meeting for institutional senior level FX buy side traders that is designed to address critical concerns in this rapidly evolving market place. Surround yourself around 250+ senior FX professionals in one place and 2 days of exclusive peer to peer networking. Feb. 23 - Feb. 24, 2016 Retail Banking Innovation Conference London, UK Details Learn how to map the future of retail banking as its shaped by changing consumer behaviors and compliance issues to plan a digital proposition that relies on open API’s, SaaS, and the market model of banking.

Feb. 25, 2016 European Market Liquidity Conference London, UK Details AFME’s 11th Annual European Fixed Income and FX Market Liquidity Conference provides a forum for fixed income and FX practitioners from around Europe to meet regulators, investors, policymakers and other market participants. Mar. 03 - Mar. 04, 2016 3rd Annual European Payments Forum Amsterdam, Netherlands Details Two event-filled days with real-time disclosure of business process that are taught by senior and higher management presenters from top-notch industry establishments proven to make a difference.

Mar. 08, 2016 Exec I / O Fintech Conference Frankfurt, Germany Details Europe’s biggest invitation-only Fintech conference will return for the third time in 2016. Expect more than 40 international high class speakers from the corporate, startup and investment world, sharing their thoughts, strategies and opinions on technological trends in Fintech. Mar. 13 - Mar. 15, 2016 AFT Spring Summit 2016 Orlando, FL Details The AFT (Association for Financial Technology) features programs that are a blend of industry experts addressing topics of vital current interest, lively interactive sessions in which participants set the agenda, panel discussions featuring bankers, regulators and consultants. Mar. 21 - Mar. 23, 2016 All Payments Expo New Orleans, LA Details By collecting the brightest minds and the leading talents in retail, payments and technology, attendees will learn from today’s innovators, build tomorrow’s businesses and chart the future for consumer-centric commerce.

Mar. 21 - Mar. 23, 2016 FIMA US 2016 Boston, MA Details Financial Information Management (FIMA), now in its 12th year, is the leading reference data manage event in the United States. This year’s event will host more than 300 guests from over 124 companies with 3 days content and 12+ hours of networking. Apr. 04 - Apr. 07, 2016 Money20/20 Europe Copenhagen, Denmark Details Money20/20 is one of largest global events enabling payments and financial services innovation for connected commerce at the intersection of mobile, retail, marketing services, data and technology. Over 10,000+ attendees, including more than 1,000 CEOs participate. Apr. 11, 2016 Innovate Finance Global Summit 2016 London, UK Details Global participation of 1,500+ key decision makers in Fintech and financial services. Attend workshops, roundtable discussions, VIP keynotes and compelling panel discussions from global Fintech thought-leaders. FEBRUARY 2016

FINANCIAL TECHNOLOGY Sector Comparison Snapshot:

Enterprise Value / Revenue

Banking Software & Processors

Capital Markets Software & Services

Data & Analytics –Financial Services

Insurance Technology

Payment Technology

Securities Exchanges

Technology-Enabled Financial Institutions

0x 2x 4x 6x 8x 2015E EV/Revenue 2016E EV/Revenue Enterprise Value / EBITDA

Banking Software & Processors

Capital Markets Software & Services

Data & Analytics –Financial Services

Insurance Technology

Payment Technology

Securities Exchanges

Technology-Enabled Financial Institutions

0x 4x 8x 12x 16x 20x 2015E EV/EBITDA 2016E EV/EBITDA

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median 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. FEBRUARY 2016 Banking Software & Processors

Public Market Data

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

5.0x 20x 260

4.0x 16x 200

3.0x 12x 140

EV / EBITDAEV EV / Revenue EV

2.0x 8x 80 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16

EV / LTM Revenue EV / LTM EBITDA M&A Banking Software Index S&P 500

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Fiserv 21,900 25,918 4.9x 4.7x 15.0x 13.5x 4% 6% 33% 35% FIS 17,871 28,783 4.4x 3.0x 14.5x 9.9x 3% 43% 30% 31% Jack Henry & Associates 6,476 6,521 5.0x 4.7x 14.3x 13.5x 6% 6% 35% 35% Oracle Financial Services 4,545 4,209 7.2x 6.2x 17.1x 14.0x 5% 16% 42% 44% Temenos 3,543 3,810 7.0x 6.3x 22.3x 16.4x 16% 11% 32% 39% Ellie Mae 2,162 2,079 8.2x 6.5x 41.7x 22.4x 57% 26% 20% 29% ACI Worldw ide 2,136 2,866 2.8x 2.7x 10.9x 10.4x 2% 1% 25% 26% Bottomline Technologies 1,089 1,124 3.3x 3.1x 26.2x 14.6x 4% 8% 13% 21% Q2 Holdings 840 729 6.7x 5.0x nm nm 38% 34% na na Polaris Consulting & Services 319 284 1.0x 0.9x 8.3x 6.6x 0% 7% 12% 14% Sw ord Group 260 222 1.5x 1.2x 9.4x 7.9x 16% 22% 16% 15% Gresham Computing 99 93 4.4x 3.8x 24.4x 17.3x 15% 15% 18% 22% Microgen 92 91 2.0x 2.0x 7.7x 7.4x 6% 2% 26% 27% Trim Mean 3,576 4,351 4.5x 3.9x 16.2x 12.5x 10% 14% 25% 28% Median 2,136 2,079 4.4x 3.8x 14.8x 13.5x 6% 11% 26% 28% [1] Q2 Holdings (QTWO) added to the index as of IPO 3/20/14

Recent Activity

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

Fiserv (NASDAQ:FISV) agrees to acquire the community financial services business 1/20/16 of ACI Worldwide for $200mm. This is Fiserv’s first acquisition in more than three (Community Financial years. The transaction is expected to close in Q1 2016. Services Business)

Starling (Tonbridge, United Kingdom) raises $70mm in a funding round led by Harald 1/11/16 Harald McPike McPike, founder of QuantRes. Starling is a digital bank, founded by former AIB COO Anne Boden, that is awaiting regulatory approval to enter the UK market.

NuBank (São Paulo, Brazil) raises $52mm in a Series C round led by new investor Founders Fund, and including existing investors Kaszek Ventures, Sequoia Capital, 1/7/16 and Tiger Global Management. The round values NuBank at roughly $500mm. This is Founders Fund’s first investment in South America.

Public Market Data

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

4.5x 20x 200

4.0x 18x 170

3.5x 16x 140

3.0x 14x EV / EBITDAEV EV / Revenue EV 110 2.5x 12x

2.0x 10x 80 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16

EV / LTM Revenue EV / LTM EBITDA M&A Capital Markets Index S&P 500

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Broadridge 6,534 6,984 2.5x 2.3x 11.8x 10.8x 7% 6% 21% 22% SS&C Technologies 6,555 8,872 8.6x 6.1x 19.6x 13.9x 34% 43% 44% 44% Markit 5,335 6,036 5.4x 5.0x 12.7x 11.6x 5% 8% 43% 43% Computershare 4,085 5,451 2.8x 2.8x 9.1x 10.7x (3%) (1%) 31% 27% DST 3,689 3,864 1.4x 1.8x 9.0x 8.3x 38% (25%) 15% 22% SimCorp 2,089 2,048 6.4x 5.9x 22.8x 20.2x 16% 9% 28% 29% IRESS 1,085 1,174 4.7x 4.3x 15.5x 13.6x 6% 11% 31% 31% Fidessa group 1,049 960 2.3x 2.2x 10.7x 10.2x 5% 3% 21% 22% Envestnet 882 823 2.0x 1.4x 11.0x 7.5x 20% 39% 18% 19% First Derivatives 553 568 3.9x 3.3x 19.5x 16.3x 30% 16% 20% 20% Linedata Services 279 310 1.6x 1.6x 6.3x 6.1x 8% 2% 25% 25% Cinnober 73 69 1.9x 1.9x 44.2x 23.0x 11% 1% 4% 8% StatPro Group 71 68 1.6x 1.4x 11.7x 9.6x (6%) 14% 13% 14% Brady 68 59 1.4x 1.3x 9.6x 8.1x (7%) 7% 15% 16% Lombard Risk Management 47 43 1.3x 1.2x 6.4x 5.2x 4% 9% 21% 23% Trim Mean 1,984 2,186 2.9x 2.7x 13.0x 11.3x 11% 10% 23% 24% Median 1,049 960 2.3x 2.2x 11.7x 10.7x 7% 8% 21% 22%

Recent Activity

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

Statpro (AIM:SOG) acquires Investor Analytics for $16mm, valuing the company at an 1/22/16 implied 3.2x LTM revenue. Investor Analytics provides cloud-based advanced risk analytics services to hedge funds and asset managers.

Markit (NASDAQ:MRKT) acquires the position reconciliation technology assets of DTCC Loan/SERV, a subsidiary of DTCC, for an undisclosed sum. The combination 1/11/16 of data from Loan/SERV with the real-time position data from Markit Clear is expected to unify the experience for lenders and help them operate more efficiently by reducing (Assets of Loan/SERV) the number of systems required to manage loan assets. Accenture (NYSE:ACN) agrees to acquire Formicary, a provider of consulting and systems integration services for trading platforms in the UK and North America, for an 1/7/16 undisclosed sum. The acquisition will further strengthen Accenture’s capabilities in helping their clients transform their trading technology platforms, enabling them to quickly and cost-efficiently adapt to market and regulatory change.

Public Market Data

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

6.0x 18x 240

16x 200 5.0x

14x 160

4.0x EV / EVEBITDA EV / Revenue EV 12x 120

3.0x 10x 80 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16

EV / LTM Revenue EV / LTM EBITDA M&A D&A Financial Index S&P 500

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Thomson Reuters 28,890 36,659 3.0x 2.9x 13.8x 10.2x (3%) 2% 22% 29% McGraw Hill Financial 23,134 26,184 4.9x 4.6x 11.9x 10.9x 5% 7% 42% 42% Moody's 17,846 19,015 5.5x 5.3x 12.0x 11.6x 5% 4% 46% 46% Experian 16,704 20,053 4.3x 4.5x 11.2x 12.9x (5%) (4%) 38% 35% Equifax 12,770 13,911 5.2x 4.5x 15.4x 13.7x 9% 15% 34% 33% Verisk Analytics 12,569 15,594 7.5x 6.7x 15.9x 14.1x 19% 13% 47% 47% MSCI 7,131 7,716 7.2x 6.8x 16.0x 14.3x 8% 6% 45% 47% FactSet Research Systems 6,339 6,436 6.2x 5.5x 17.3x 15.4x 10% 13% 36% 36% CoStar Group 5,608 5,603 7.9x 6.6x 45.7x 25.1x 23% 19% 17% 27% Dun & Bradstreet 3,582 5,059 3.1x 2.9x 10.5x 9.7x (1%) 5% 29% 30% Morningstar 3,562 3,299 4.2x 3.9x 12.9x 11.7x 4% 8% 32% 33% CoreLogic 3,218 4,363 2.9x 2.4x 10.4x 9.2x 7% 22% 28% 26% FICO 3,100 3,628 4.3x 4.1x 18.6x 14.6x 7% 4% 23% 28% Veda Group 1,688 1,805 7.1x 6.3x 16.5x 14.7x 13% 11% 43% 43% Trim Mean 9,630 10,905 5.2x 4.8x 14.3x 12.8x 7% 9% 35% 36% Median 6,735 7,076 5.1x 4.6x 14.6x 13.3x 7% 7% 35% 34%

Recent Activity

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

Pitchbook (Seattle, WA) raises $10mm in a Series B funding round led by existing investor Morningstar. The funding round values the investment data provider at 1/21/16 $160mm post-money and brings total funding received since inception to $14mm. Pitchbook has approximately 1,400 clients and added more than 700 in 2015 alone.

IHS (NYSE:IHS) agrees to acquire Oil Price Information Service (OPIS) for $650mm. OPIS provides pricing data, news and analytics for the oil, natural gas and biofuels 1/11/16 industries. The acquisition helps to further diversify the IHS Energy portfolio by adding a more substantial presence in the downstream energy market.

Mergermarket (London, United Kingdom) acquires Creditflux for an undisclosed sum. Creditflux is a leading provider of analysis, data, intelligence and events covering 1/5/16 collateralized loan obligation (“CLO”) and credit fund pricing, investments, trading and returns. The acquisition bolsters Mergermarket’s global fixed income division.

Public Market Data

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

4.0x 25x 200

3.0x 20x 170

2.0x 15x 140 EV / EBITDAEV EV / Revenue EV 1.0x 10x 110

0.0x 5x 80 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16

EV / LTM Revenue EV / LTM EBITDA M&A Insurance Tech Index S&P 500

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015E CY2016E CY2015E CY2016E CY2015E CY2016E CY2015E CY2016E

Guidew ire Softw are 3,921 3,385 8.7x 7.8x 46.9x 41.6x 6% 11% 18% 19% Solera Holdings 3,673 6,421 5.4x 4.9x 15.0x 12.8x 10% 8% 36% 39% Ebix 1,178 1,331 5.1x 4.6x 13.7x 12.8x 22% 10% 37% 36% CorVel 906 879 1.8x nm 13.7x nm 1% na 13% na Sapiens 498 449 2.5x 2.2x 16.0x 14.4x 14% 15% 16% 15% msg life 80 58 0.5x 0.5x 6.1x 4.8x 4% 4% 8% 10% Connecture 52 94 1.0x 0.8x 9.6x 5.4x 15% 19% 10% 15% Trim Mean 1,267 1,227 3.1x 3.1x 13.6x 11.3x 9% 11% 19% 21% Median 906 879 2.5x 3.4x 13.7x 12.8x 10% 10% 16% 17% [1] Connecture added to the index as of IPO 12/12/14

Recent Activity

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

The Zebra (Austin, TX) raises $17mm in a Series A round that included new investors Ballast Point Ventures and Daher Capital, as well as existing investors Mark Cuban, 1/26/16 Mike Maples Jr., Simon Nixon, and Silverton Partners. The round brings The Zebra’s total funding to date to more than $21mm.

Ventiv Technology (Chicago, IL) agrees to acquire 4iSoft for an undisclosed sum. 1/19/16 Following the acquisition, 4iSoft plans to retain its name and operate as a standalone subsidiary of Ventiv Technology.

PolicyGenius (New York, NY) raises $15mm in a Series B round led by new investor Revolution Ventures, and including existing investors AXA Strategic Investors, Karlin 1/14/16 Ventures, MassMutual Ventures, Susa Ventures, and Transamerica Ventures. The investment is Revolution Ventures’ largest to-date.

Public Market Data

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

4.0x 18x 260 240 3.5x 16x 220 3.0x 14x 200 180 2.5x 12x 160

2.0x 10x 140

EV / EBITDAEV EV / Revenue EV 120 1.5x 8x 100 1.0x 6x 80 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16

EV / LTM Revenue EV / LTM EBITDA M&A Payment Tech Index S&P 500

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

PayPal 45,608 42,197 4.6x 4.0x 19.9x 14.9x 15% 15% 23% 27% FleetCor Technologies 11,488 13,901 8.2x 7.9x 16.2x 14.3x 42% 4% 50% 55% Vantiv 9,271 12,455 9.3x 6.8x 17.5x 14.1x (5%) 37% 53% 48% Western Union 8,972 10,881 2.0x 2.0x 7.9x 8.0x (2%) (0%) 25% 25% Global Payments 7,772 9,511 3.3x 4.3x 15.5x 14.0x 6% (23%) 22% 31% Total System Services 7,389 8,466 3.0x 2.9x 10.7x 9.3x 14% 6% 29% 31% Wirecard 6,536 5,679 6.5x 5.1x 22.1x 16.9x 23% 29% 29% 30% Euronet Worldw ide 4,183 4,149 2.3x 2.1x 15.1x 12.0x 6% 10% 15% 18% WEX 2,786 3,721 4.4x 4.3x 11.7x 11.7x 27% 2% 37% 36% Blackhaw k Netw ork Holdings 2,067 2,332 1.3x 1.2x 12.0x 10.2x 24% 7% 11% 12% EVERTEC 1,069 1,687 4.5x 4.4x 9.1x 8.8x 3% 3% 50% 50% PayPoint 772 703 2.2x 2.1x 8.6x 8.1x 2% 4% 26% 26% Cass Information Systems 581 355 2.9x nm 9.0x nm 1% na 33% na SafeCharge 542 427 4.1x 3.5x 13.9x 11.1x 34% 19% 30% 31% Moneygram International 396 1,358 0.9x 0.9x 9.6x 5.1x (1%) 7% 10% 17%

Trim Mean 4,879 5,790 3.8x 3.6x 13.0x 11.4x 12% 9% 29% 31% Median 4,183 4,149 3.3x 3.7x 12.0x 11.4x 6% 6% 29% 30%

[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

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

Qingdao Haili Metal One (Jimo City, China) agrees to acquire a 91.5% stake in Union Mobile Pay for CNY 3.0bn (~$462mm). Union Mobile Pay provides m-commerce 1/27/16 solutions in China including mobile bankcard payment, mobile bill payment, and e- payment services.

TSYS (NYSE:TSS) agrees to acquire TransFirst from Vista Equity Partners for $2.4bn in cash, valuing the company at an implied 13.8x adjusted EBITDA. TransFirst plus 1/26/16 TSYS Merchant will represent one third of TSYS’s pro forma revenue, and will increase TSYS’s overall growth profile to a high-single digit revenue growth.

Global Payments (NYSE:GPN) agrees to acquire Heartland Payment Systems (NYSE:HPY) for $3.9bn in a cash-and-stock transaction. Global Payments expects to 12/15/15 realize at least $50mm in cost synergies in FY2017 and ~$125mm annually thereafter.

Public Market Data

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

16.0x 15x 180

14.0x 14x 160 12.0x 13x

10.0x 12x 140

8.0x 11x 120

6.0x 10x / EBITDAEV EV / Revenue EV 100 4.0x 9x

2.0x 8x 80 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16

EV / LTM Revenue EV / LTM EBITDA M&A Sec Exchanges Index S&P 500

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

CME Group 30,392 30,868 9.3x 8.6x 13.9x 12.2x 7% 9% 67% 70% IntercontinentalExchange (ICE) 31,392 38,111 11.4x 8.4x 17.9x 13.3x 8% 36% 64% 63% Hong Kong Exchange 26,251 24,921 14.4x 14.7x 19.2x 19.5x 37% (2%) 75% 76% Deutsche Börse Group 16,664 18,105 6.7x 6.2x 13.0x 11.4x (0%) 8% 52% 55% London Stock Exchange (LSE) 12,537 14,318 4.2x 6.0x 13.2x 12.5x 70% (31%) 32% 48% The Nasdaq OMX Group 10,472 12,334 6.5x 5.7x 11.6x 10.9x 13% 15% 56% 52% Australian Exchange (ASX) 5,802 5,064 9.3x 9.6x 11.5x 12.5x 9% (3%) 81% 76% CBOE 5,486 5,384 8.5x 8.0x 14.7x 13.9x 3% 6% 58% 58% Singapore Exchange (SGX) 5,472 4,948 8.3x 8.5x 15.4x 15.3x 18% (2%) 54% 56% BM&F Bovespa 4,652 3,157 5.6x 5.4x 8.3x 8.1x 10% 4% 67% 66% Bolsas y Mercados (BME) 2,616 2,235 5.7x 5.5x 8.0x 7.7x 2% 3% 71% 71% TMX Group 1,598 2,226 4.3x 4.2x 9.4x 9.0x (10%) 3% 46% 47% Trim Mean 12,034 12,133 7.6x 7.2x 12.9x 11.9x 11% 4% 61% 61% Median 8,137 8,859 7.5x 7.1x 13.1x 12.3x 8% 3% 61% 60%

Recent Activity

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

J.C. Flowers & Co. (New York, NY) agrees to acquire Chi-X’s Australian and Japanese businesses. The acquisition gives J.C. Flowers two exchanges that have 1/24/16 battled for more than four years to grab market share from dominant bourse (Australian and Japanese operators. Businesses)

Maponya Developments (Umhlanga Rocks, South Africa) acquires a 15% stake in 4 12/15/15 Africa Exchange. The deal diversifies the group beyond its existing portfolio of assets including retail, property and poultry.

Magyar Nemzeti Bank (Hungary) acquires an additional 68.8% stake in Budapest 11/24/15 Stock Exchange for HUF 13.2bn (~$45mm). The transaction is subject to the approval of the Hungarian Competition Authority.

Public Market Data

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

5.0x 22x 220

4.0x 18x 180

3.0x 14x 140 EV / EBITDA EV EV / Revenue EV 2.0x 10x 100

1.0x 6x 60 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16

Market Cap / LTM Revenue Market Cap / LTM EBT M&A Tech-enabled Fin Institutions Index S&P 500

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin (USD millions) Cap CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Charles Schw ab 33,955 5.4x 4.7x 15.4x nm 10% 5% 35% 35% TD Ameritrade 14,893 4.7x 4.3x 11.7x 9.0x 11% 1% 41% 40% E*TRADE 6,949 3.8x 3.5x 11.6x nm 13% 3% 30% 33% ICAP 4,571 2.5x 2.6x 12.1x 12.1x (10%) 5% 13% 20% MarketAxess 4,375 14.4x 12.8x 29.6x 23.2x 10% 16% 45% 49% IG Group 3,851 6.1x 5.9x 15.1x 12.2x 2% 4% 47% 41% LendingClub 2,971 6.9x 4.1x nm 21.7x 115% 104% na na BGC Partners 2,650 1.1x 0.9x nm 4.8x 3% 43% na na Interactive Brokers Group 2,094 1.6x 1.4x 4.6x 2.1x 5% 8% 42% 35% Tullett Prebon 1,186 1.0x 1.0x 5.4x 6.4x (13%) 16% 10% 19% Monex Group 753 1.7x 1.6x 9.6x 6.2x (15%) 15% 12% 18% On Deck Capital 595 2.4x 1.7x 36.7x 20.3x 141% 179% na 6% BinckBank 593 2.7x 3.4x 13.6x nm (6%) 1% 18% 20% Investment Technology Group 591 0.9x 1.2x 4.9x nm 6% 14% 12% 19% FXCM 587 1.1x 1.1x 8.9x 7.8x (6%) 23% 6% 12% GAIN Capital 347 0.8x 0.8x 4.5x 3.5x 34% 22% 15% 17% Trim Mean 3,333 3.0x 2.7x 11.9x 10.4x 12% 20% 25% 26% Median 2,372 2.4x 2.2x 11.6x 8.4x 5% 14% 18% 20%

Recent Activity

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

BGC Partners (London, United Kingdom) agrees to acquire the remaining 33% stake 12/23/15 of GFI Group for $340mm in cash through a short-form merger. As part of consideration, BGC Partners will pay $6.10 each for every share of GFI Group.

Expobank (London, United Kingdom) acquires FXCM Stock Trading for an undisclosed sum. FXCM Stock Trading will be rebranded to Walbrook Capital Market. 12/2/15 The company continues to operate as an FCA-regulated business from its current offices in London.

ICAP Global Hybrid Voice Broking and Information Business (London, United Kingdom) agrees to acquire 64.5% of Tullett Prebon in stock in a reverse merger 11/11/15 transaction. The transaction is representative of industry pressure for consolidation amid shrinking trading volumes, creating the largest global hybrid voice broking franchise in the industry.

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

Alacra, Inc. is a leading provider of Know Your Customer (KYC), Anti-Money Laundering (AML) and Reference Data business information solutions. The company leverages business information from more than 175 unique databases in its workflow solutions to help clients more efficiently and consistently onboard New York, NY clients, screen clients, manage vendor risk, and front office business research. has been acquired by By 2014 the company’s workflow applications were enabling approximately 300,000 end users at more than 200 financial institutions, professional service firms and corporations. The company was founded in 1996 by its management team and backed by several well-known investors.

Palo Alto, CA

Background Over the years, M&A advised the company several times as it contemplated Marlin & Associates acted as exclusive strategic and financial advisor to Alacra. acquisitions and grew. And as it grew, the company garnered interest from several potential suitors.

In early 2014, the company was approached by a large international technology firm proposing an acquisition. The Board asked M&A to advise. However, after several rounds of discussion it became clear that the parties were far apart on expected value.

In early 2015, Alacra was approached by Opus Global Holdings, LLC. led by industry veteran Doug Bergeron, and backed by GTCR and more than $500 million in committed capital. They had acquired Hiperos in July 2014 and believed the combination of Hiperos with Alacra would create an even stronger GRC competitor. While the Board thought that the timing might be early, the Board again asked M&A to advise. On September 30, 2015, Alacra was

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

Marlin & Associates acted as the exclusive strategic and financial advisor to Alacra. M&A worked with the company’s management, shareholders and legal advisors to negotiate terms, determine the best structure, manage an efficient due diligence review process, resolve a series of critical issues, forge compromise and bring

the complex transaction to closure. M&A’s Role M&A’s

The Marlin & Associates team was absolutely invaluable in guiding us through every aspect of this transaction. Without their expert strategic and financial counsel; continuous daily leadership; and creative approach to overcoming hurdles we never would have gotten it completed. Steven Goldstein Co-founder and CEO FEBRUARY 2016

CASE STUDIES: SS&C Acquires Varden Technologies

Varden Technologies, Inc., (“Varden”) based in Boston, MA, is an innovative enterprise software development and consulting firm that is redefining the way financial services firms communicate with their clients. Varden delivers a configurable client reporting, communications, and portal platform for online, Boston, MA mobile and printed distribution. The platform is used to transform large amounts has been acquired by of data into simple, ready-to-serve packages which allow financial services companies to provide their clients with access to statements, reports sales- related collateral, interactive online content and more via secure browsers, smartphones and tablets.

Windsor, CT

Background As Varden grew, both industry players and PE firms started inquiring about the Marlin & Associates acted as exclusive strategic and financial advisor to Varden company, in March 2015, the company engaged Marlin & Associates to advise Technologies. on a potential sale of the company.

M&A organized a dedicated team to work closely with Varden management team and board to develop materials that would seamlessly communicate Varden’s strengths, growth potential, strategy, execution plan, and financial projections. Working with the company, M&A also leveraged its deep domain expertise in the global financial technology arena to identify and qualify a select group of parties that could be appropriate partners. M&A then worked to frame the company’s unique value proposition and manage a process that involved multiple potential partners. M&A then spent the time with these parties to ensure that they fully understood the company.

After a review of its options, careful consideration, Varden agreed to negotiate with SS&C (Nasdaq: SSNC), a global diversified provider of cloud-based services and software for the global financial services industry. The strategic fit with SS&C was solid: Varden and SS&C were already their selling solutions together under a collaborative partnership, SS&C’s sales force would have a ready-to-sell solution to combine with its offerings including Advent. M&A advised the company through these negotiations providing guidance on matters such as

valuation, structure and key terms. Overview of Transaction of Overview

M&A worked diligently on the deal to craft materials, initiate conversations, negotiate alternative offers with multiple parties, and close the transaction swiftly and efficiently. M&A initiated the transaction and acted as exclusive strategic and financial advisor to the shareholders and managers of Varden. Both sides believe that this acquisition will enhance many of SS&C’s key solutions across their customer groups, particularly bolstering its offerings that support reporting for asset managers. The combination also should accelerate Varden’s organic growth plan by

broadening its distribution. M&A’s Role M&A’s

We chose the Marlin team because they best understood our business and its fit in the overall market. Their consultative, strategic, hands-on approach guided us through a complex process and helped us avoid mistakes we undoubtedly would have made without their guidance and experience. Everyone on the team played a key role and were Perry Harris instrumental in us closing with the best partner for our people and our customers. President FEBRUARY 2016

CASE STUDIES: Markit Group Acquires Information Mosaic

Information Mosaic Ltd. is a Dublin, Ireland based market-leading provider of enterprise software for processing financial securities transactions on a global basis. The company combines enterprise technology with deep domain expertise to help some of the world’s largest global financial institutions reduce the risk and cost associated with high-volume Dublin, Ireland and complex securities processing; improve operational efficiency; and increase the quality of customer service. Over the years, the company extended its product line, has been acquired by expanded operations to the UK, India, Malaysia, Singapore and the US; and added as customers some of the world’s largest financial services companies. Along the way, they raised expansion capital from a number of sources including SEB (Skandinaviska Enskilda Banken AB), the large Swedish financial group, which acquired majority control.

London, United Kingdom

Background Marlin & Associates and the founder/CEO of Information Mosaic had an ongoing dialog Marlin & Associates acted as exclusive for at least six years, meeting periodically in the US and Dublin. In 2013, the founder strategic and financial advisor to Information Mosaic. stepped down as CEO and left the company. SEB appointed an interim CEO. In 2014, M&A met with the new management team. Shortly thereafter, the company engaged Marlin & Associates as strategic and financial advisor to help the company develop strategic options.

M&A began with a strategic perspective, leveraging the firm’s experience and in-depth knowledge of the capital markets technology sector. Rather than launch an immediate sale process, M&A counseled patience as new management worked on restructuring ownership, simplifying the capital structure and regaining sales momentum. After nearly a year, M&A began guiding the company through an organized sale process that brought more than 10 potential suitors to the table in three countries.

On June 2, 2015, Information Mosaic and SEB agreed to sell the company to Markit Group Ltd, a leading diversified provider of financial information services, based in London. With this strategic acquisition, Information Mosaic was integrated into Markit’s Solutions division creating a combination with deep domain expertise, data and technology assets to position Markit as a leading provider of end-to-end, multi-entity, multi-currency, multi-market

software for large complex financial organizations. Overview of Transaction of Overview

Marlin & Associates acted as exclusive strategic and financial advisor to the company and secured multiple alternatives for Information Mosaic’s shareholders to consider. M&A aided in the creation of materials to highlight the company’s leading position in serving Tier 1 institutions and its potential to serve a critical role as the securities-processing software of choice for industry utilities. M&A worked with the company’s shareholders and tax advisors to determine the best structure under which to complete a transaction and played a critical part in

bringing the complex transaction to closure. M&A’s Role M&A’s

The Marlin & Associates team went above and beyond our expectations in helping us to initiate and manage this transaction. From the very beginning they provided us with sound financial and strategic advice. Their knowledge of the industry and transaction expertise was vital to our entire process. They helped us be fully prepared and they stuck with us Ulrich Kunz throughout the process. Chairman and CEO FEBRUARY 2016

CASE STUDIES: Goldman Sachs Merchant Banking Division And Blackstone Acquire Ipreo

Founded in 2006 with the merger of i-Deal and Hemscott, Ipreo Holdings LLC ("Ipreo"), based in New York, NY, is a global leader in providing market intelligence, data, and technology solutions to all participants in the global capital Private equity funds managed by Blackstone markets, including sell-side banks, publicly traded companies, and buy-side and by the Goldman Sachs Merchant Banking Division (together, the “Sponsors”) have institutions. Ipreo has more than 700 employees supporting clients in every agreed to acquire major financial center around the world. From new issuance through ongoing investor management, Ipreo’s unique solutions drive connectivity and efficiency throughout all stages of the capital-raising process. from affiliates of Kohlberg Kravis Roberts & Co. L.P. Marlin & Associates was very familiar with Ipreo and the competitive landscape it

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

Marlin & Associates advised the Sponsors. Veronis Suhler Stevenson (VSS), on the sale of its Hemscott unit to Morningstar. M&A maintained close relationships with Ipreo and VSS as they were bidders on several other firms which M&A advised. In May 2011, VSS announced the sale of Ipreo to affiliates of Kohlberg Kravis Roberts & Co. L.P. (KKR).

In early 2014, when M&A became aware that KKR was open to divesting Ipreo, M&A approached the Merchant Banking Division of Goldman Sachs (“Goldman Sachs”), as M&A believed Goldman Sachs was uniquely positioned to add value and help Ipreo grow. Subsequently, Goldman Sachs engaged M&A as an advisor to pursue a potential acquisition of Ipreo.

The Merchant Banking Division of Goldman Sachs is one of the leading private equity investors in the world, having invested and committed approximately $45 billion of equity capital in over 650 companies globally across its corporate equity investing business.

On April 14, 2014, private equity funds managed by the Goldman Sachs Merchant Banking Division and Blackstone (together, the “Sponsors”) signed a definitive agreement to acquire a majority stake in Ipreo from affiliates of KKR, who retained a minority ownership stake in the business.

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

Marlin & Associates’ thorough understanding of the marketplace, competitors and potential follow-on acquisition opportunities enabled the firm to provide valuable support to the Sponsors throughout the deal process. M&A conducted financial analysis, a review of Ipreo management’s business plan and financial forecasts, a competitive benchmarking analysis, a market share analysis and aided in the identification of potential follow-on acquisition

opportunities. M&A is pleased to have advised the Sponsors on this very important transaction. M&A’s Role M&A’s FEBRUARY 2016

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

For more than eight years, M&A and AIM’s Founder & CEO had regular discussions about the future of the Company.

In 2013, the founder approached M&A with a dilemma. Aim Software us a Vienna, Austria successful enterprise software company based in Austria, Switzerland, received a majority investment Luxembourg, France and the United Kingdom. The Company was generating a from great deal of cash from its award-winning Reference Data and Risk Management software products, but global expansion would require increased investment in product, marketing and management, as well as increase the risk profile of the business. The CEO founder and other shareholders also wanted to take some New York, NY

Background chips off the table. Marlin & Associates acted as exclusive strategic and financial advisor to AIM Software. AIM engaged M&A as its exclusive strategic and financial advisor.

When the timing was right, M&A leveraged its extensive industry relationships with both industry players and financial sponsors to communicate AIM’s strengths, and desires in an effort to identify the right partner for the Company. While many firms expressed serious interest, in January 2015, AIM selected Welsh Carson, Anderson & Stowe (“WCAS”) as its partner. The New York-based private equity firm was prepared to invest primary capital into the business to accelerate the Company's high-growth expansion plans and also to provide liquidity to existing shareholders. WCAS also brought considerable management and technical expertise to the partnership and were willing to allow the existing shareholders to retain a significant amount of equity. M&A worked with management as well as with the shareholder’s and investor’s legal, accounting and tax advisors to determine the best structure under which to complete a transaction.

The capital invested by WCAS is being used to help the Company expand to new markets, increase its product line, and expand the number of AIM technical and sales employees, as well as to increase the Company’s visibility through marketing and public relations as the Company continued to expand globally. AIM also plans to utilize the

Overview of Transaction of Overview new capital for future acquisitions.

M&A served as AIM's exclusive financial and strategic advisor in the Company's majority investment from WCAS. M&A worked with AIM for more than a year before approaching potential partners. During that time, M&A personnel worked with management to better position the Company’s new suite of products and strategic direction including, its shift from customized software with license and maintenance pricing to a customer-focused product sold-as-a-service (SaaS) with a subscription pricing. M&A advised on Key Performance Indicators to track and helped prepare financial models showing financial and operating statistics. The strategy description, repositioning M&A’s Role M&A’s and additional metrics helped potential partners understand AIM’s strengths, and opportunities.

The Marlin team was instrumental in helping AIM to get this transaction completed. Marlin's preparation was extremely thorough, and their execution was flawless. Their industry knowledge, expertise and passion were both apparent and invaluable, and they demonstrated unwavering commitment, integrity and hard work. Martin Buchberger Founder and CEO INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES

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