Fin an Cial Tec Hn Ology

Financial Technology May NETETBNIGAD STRATEGICTO BANKINGANDADVISORY INVESTMENT www.MarlinLLC.com 2016

AND INFORMATIONANDSERVICES

INDUSTRIES THE FINANCIAL TECHNOLOGYFINANCIALTHE 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 aln soitsHlig L,AlRgtRsr ed Reserv Right All LLC, Holdings Associates & © Marlin

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

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

Most of our clients have unique and creative approaches to helping clearly defined customers solve real problems. Those are the types of companies that we love to work with – especially if they also have a large market opportunity, have reached scale and are growing. But lately, a few companies have approached us asking for help raising capital or selling when it is fairly clear to us that they are largely riding on the back of cool technologies that may or may not solve real problems. They are often what we call “fully buzzword compliant solutions looking for a problem” - (Cloud, SaaS, PaaS, IaaS, Big Data, Analytics, Low-Latency, SQL, SOAP, Hybrid, IoT, etc.)

We love new technology. But before you try to sell the world on your great new drill bit (for example), be sure that you can clearly communicate why the unique features of your drill bit solve real problems for specific customers. The fact that it stays sharper Most of our clients 30% longer than others may be great – but who benefits if it costs “have unique and 3x as much? And who will buy? If it is fully capable of drilling through six inches of hardened carbon steel and costs 3x a normal creative approaches to drill bit, before you flog it, you should have a clear sense of how helping clearly defined many people care enough about that feature to spend the customers solve real money. Further, you should understand that just because your drill bit is bigger, sharper, harder, or pink does not necessarily problems make it a better solution for the carpenter who just wants to drill ½” holes through 3/4“ plywood. ” The report that follows is intended to bring a focus to the m&a values and trends in the sectors of the fintech industry that we have followed and sometimes led for more than 14 years. Most of these companies do understand what it is they do better than anyone else on the planet – and they know who cares. A few of those transactions include: • Bridgepoint Advisers (London, United Kingdom) and Summit Partners (Boston, MA) agreed to acquire Calypso Technology for an undisclosed sum; • Huatai Securities (SHSE:601688) agreed to acquire AssetMark for $780mm; • Ally Financial (NYSE:ALLY) agreed to acquire TradeKing for $275mm; • Global Payments (NYSE:GPN) acquired eWay, an Australian payments gateway provider, for $50mm; • Emerchants (Brisbane, Australia) agreed to acquire Store Financial for $35mm; • RetailMeNot (NASDAQ:SALE) acquired Giftcard Zen for $22mm.

Sincerely,

Ken Marlin | Managing Partner Marlin & Associates | www.marlinllc.com Author | The Marine Corps Way to Win on Wall Street

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. MAY 2016

MARLIN & ASSOCIATES: FINTECH MARKET UPDATE Financial Technology Financial Technology is a complex industry that serves a wide range of customers, including retail, commercial, merchant and investment banks; asset managers; insurance companies; securities exchanges; corporations (treasurers and CFO’s); merchants (payments); and a host of other financial services industry participants, consumers and intermediaries who interface with these financial institutions.

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 MAY 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 York University Ken Marlin

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 tw ice 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 • CFA Charterholder • BS from Binghamton University Jason Panzer Michael Maxworthy

• 20+ years of investment banking • 15+ years of corporate finance experience experience • Focused on entrepreneurial • Thought leader in payments technology technology-based companies • 8+ years in investment banking at UBS • Formerly at Robertson Stephens and PaineWebber (UBS) and Deutsche Bank • BS from Union College • BS, Finance from Pennsylvania State • MBA from University of Virginia’s University Darden School of Business

Paul Friday • Named to Deal’s Digest “40-Under-40” Jonathan Kaufman

• 25+ years of investment banking/ strategic consulting • 12+ years of M&A experience • Co-founder of MarketResearch.com • VP of Business Development at • Advisor at Dun & Bradstreet, R.R. SunGard • Donnelly & Sons, and BDM • Founder of software company sold to • Executive positions in Washington SunGard • Post’s Legislate subsidiary and • Started career designing trading Thomson Finacials’ legal research software for TD Bank business • BaSC, Engineering from University of • National Defense Education Fellow Toronto at New York University’s Graduate Tom Selby George Beckerman School of Public Administration

• 10+ years on Wall Street • Winner of M&A Advisor’s 2016 Emerging Leaders Award • Previously at Scotia Capital's Equity Research • Previously at Bear Stearns and J.P. Morgan • BSBA from Villanova University • CFA Charterholder Jeffrey Trongone MAY 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. MAY 2016

PEERS AND INDUSTRY GROUPS RECOGNIZE MARLIN & ASSOCIATES

Acquisition International recognized Marlin The Global M&A Network recognized Marlin & Associates for & Associates for the M&A Award USA TMT excellence in multiple deal categories through its M&A Atlas Advisory Firm of the Year (2012, 2015) Awards: • Financial Technology Deal of the Year (2012, 2011) • North America Small Mid Markets Corporate Deal of the Year (2013) The M&A Advisor and The M&A Forum have recognized Marlin & Associates for excellence in • Corporate M&A Deal of the Year (2010) multiple deal categories including: • Technologies Deal of the Year (2010)

• Boutique Investment Banking Firm of the Year (2014, 2015, 2016)* • Middle Market International Professional Services (B-to-B) Deal of the Year (2013) Marlin & Associates has been recognized over • 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) 4 times0 by leaders in the M&A • Middle Market International Information Technology Deal of the Year (2010) world. • 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) Boutique • Middle Market Financial Services Deal of the Year (2008) • Middle Market Technology Deal of the Year (2008) Investment Banking • Middle Market Investment Banking Firm of the Year (2008 and 2007)* • Middle Market International/Cross Border Deal of the Year (2007, Below $100M) “Firm of the Year • Middle Market Financial Services Deal of the Year (2007, Below $100M) • Middle Market Financing Agent of the Year – Equity (2007)* (2014, 2015, 2016) • 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)

Two transactions on which Marlin & SNL Financial, a market research The 451 Group, a noted independent Associates advised were” named as company, identified Marlin & technology industry analyst company, part of The M&A Advisor’s “Deals-of- Associates as leading the most identified Marlin & Associates as a the Decade Celebration” financial technology transactions in leader in cross-Atlantic technology 2009, in a tie with Citigroup and merger and acquisition transaction Credit Suisse, and one of the top 10 advisory advisors in 2010

* Firm-wide Awards MAY 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. MAY 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 A mbit 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. MAY 2016

Upcoming 2016 Events:

Date Conference Location Website

May 24, 2016 Benzinga Fintech Awards New York, NY Details This event is dedicated to recognizing outstanding innovation in financial technology that is specific to the capital markets. Marlin’s ow n Michael Maxw orthy is on this year’s judging panel.

May 30, 2016 Finnovasia Hong Kong, CN Details A conference for global fintech entrepreneurs, investors, bankers, and government members. Speakers w ill represent 18 countries in sessions such as “Beyond Bitcoin: Blockchain is Coming to Disrupt Your Industry,” “The Future of Alternative Finance in Asia,” and “Building Sustainable FinTech Eco-system.”

June 8-10, 2016 CB Insights Future of FinTech New York, NY Details The Future of FinTech conference is a gathering of fintech startups, financial institutions, and investors. Some of the topics to be covered this year include alternative data, disruption in insurance, challenges facing today’s banks, and more.

June 16-17, 2016 In|Vest 2016 New York, NY Details In|Vest brings together technology and strategy executives from across the w ealth management community to explore changes in the market w ith a focus on w ealth management. The agenda includes demos, break out sessions, and CEO spots.

June 21-22, 2016 MONEYCONF Madrid, ES Details This is an invitation-only event in its second year put on by Web Summit. Focus areas include Baking Infrastructure, Big Data, Credit & Lending, Cybersecurity, Payments & Transactions, Retail Banking, Enterprise Banking, Cryptocurrencies and more.

July 15-22, 2016 London Fintech Week London, UK Details London Fintech Week is a series of conferences, w orkshops, hackathons, meetups and parties. Each day a different topic is show cased. Events take place across the City of London, Canary Wharf and “Tech City.” This series aims to enhance the dialogue betw een innovative disruptive start-ups, government, media and investors.

MAY 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 10x

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

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

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample of firms in the sector as M&A def ines it, and do not comprise a comprehensiv e list of all f irms in the sector. M&A calculates mean and median multiples using data f rom a set of f irms that it believ es to be reasonable and which may not be identical to the set ref lected abov e. MAY 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 240

4.0x 16x 180

3.0x 12x 120

EV / EBITDAEV EV / Revenue EV

2.0x 8x 60 May-11 May-12 May-13 May-14 May-15 May-16 May-11 May-12 May-13 May-14 May-15 May-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 22,632 26,633 5.1x 4.8x 16.6x 13.8x 4% 6% 31% 35% FIS 21,517 32,208 4.9x 3.4x 19.1x 11.1x 3% 43% 26% 31% Jack Henry & Associates 6,464 6,509 5.0x 4.7x 14.3x 13.5x 6% 6% 35% 35% Oracle Financial Services 4,625 4,245 7.0x 6.0x 16.7x 13.7x 5% 16% 42% 44% Temenos 3,701 3,966 7.3x 6.5x 33.5x 17.1x 16% 12% 22% 38% Ellie Mae 2,598 2,527 10.0x 7.9x 52.6x 27.2x 57% 26% 19% 29% ACI Worldw ide 2,402 3,274 3.1x 3.3x 18.7x 12.6x 3% (4%) 17% 26% Bottomline Technologies 936 955 2.8x 2.6x 22.3x 12.4x 4% 8% 13% 21% Q2 Holdings 927 816 7.5x 5.6x nm nm 38% 34% na na Polaris Consulting & Services 299 264 0.9x 0.8x 7.5x 6.0x 0% 7% 12% 14% Sw ord Group 255 211 1.4x 1.1x 9.3x 7.4x 18% 20% 15% 15% Microgen 164 156 3.4x 3.2x 12.9x 12.4x 7% 7% 27% 26% Gresham Computing 95 88 4.2x 3.7x 30.9x 16.1x 16% 14% 14% 23% Trim Mean 3,990 4,505 4.7x 4.1x 19.4x 13.0x 11% 14% 22% 28% Median 2,402 2,527 4.9x 3.7x 17.7x 13.1x 6% 12% 20% 28%

[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

Orange (ENXTPA:ORA) agrees to acquire a 65% stake in Groupama Banque f rom 4/22/16 Groupama. The company will be renamed Orange Bank and plans to launch a mobile exclusiv e banking serv ice in France in early 2017.

Ally Financial (NYSE:ALLY) agrees to acquire TradeKing f or $275mm. The acquisition 4/5/16 will add wealth management capabilities to Ally ’s online banking f ranchise. The transaction is expected to be accretiv e beginning in 2018.

Open Lending (Austin, TX) raises $40mm in a round of f unding f rom new inv estor Bregal Sagemount. Bregal secured a signif icant minority position in the transaction. 3/22/16 Open Lending prov ides analy tics, risk modeling, and decision support serv ices f or automotiv e lenders.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. These companies are a sample of firms in the sector as M&A def ines it, and do not comprise a comprehensive list of all f irms in the sector. M&A calculates mean and median multiples f or the sector using data f rom a set of f irms that it believ es to be reasonable and which may not be identical to the set ref lected abov e. 06 MAY 2016 Capital Markets Software & Services

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 180

4.0x 18x 160

3.5x 16x 140

3.0x 14x 120

EV / EBITDAEV EV / Revenue EV 2.5x 12x 100

2.0x 10x 80 May-11 May-12 May-13 May-14 May-15 May-16 May-11 May-12 May-13 May-14 May-15 May-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 7,283 7,748 2.8x 2.6x 13.0x 12.0x 7% 7% 21% 22% Markit 6,683 7,362 6.6x 6.1x 18.7x 14.3x 5% 8% 35% 43% SS&C Technologies 6,245 8,868 8.9x 5.9x 26.9x 14.0x 30% 50% 33% 42% Computershare 4,122 5,488 2.8x 2.9x 9.2x 10.7x (3%) (1%) 31% 27% DST 4,139 4,480 2.2x 2.1x 11.1x 9.8x (1%) 5% 20% 22% SimCorp 1,835 1,769 5.6x 5.3x 21.0x 22.3x 15% 4% 26% 24% IRESS 1,371 1,506 5.5x 4.9x 21.9x 16.1x 10% 11% 25% 31% Fidessa group 1,334 1,221 2.8x 2.7x 16.6x 10.3x 7% 4% 17% 26% Envestnet 1,339 1,595 3.8x 2.7x 31.5x 16.4x 21% 38% 12% 17% First Derivatives 646 661 4.3x 3.7x 22.1x 18.2x 35% 16% 19% 20% Linedata Services 335 355 1.8x 1.8x 7.2x 6.7x 9% 2% 25% 26% Cinnober 91 81 2.2x na 33.4x na 10% na 6% na StatPro Group 73 71 1.6x 1.4x 12.4x 10.3x (6%) 14% 13% 14% Brady 67 58 1.4x 1.3x nm 8.5x (12%) 11% 0% 15% Lombard Risk Management 43 39 1.1x 0.9x 11.4x 8.8x 5% 21% 10% 11% Trim Mean 2,175 2,492 3.3x 3.1x 18.0x 12.5x 8% 12% 20% 24% Median 1,339 1,506 2.8x 2.7x 17.7x 11.4x 7% 9% 20% 23%

Recent Activity

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

Bridgepoint Adv isers (London, United Kingdom) and Summit Partners (Boston, MA) agree to acquire Caly pso Technology f or an undisclosed sum. Caly pso of f ers an 4/19/16 integrated suite of trading and risk management solutions used by more than 34,000 market prof essionals in more than 60 countries.

Huatai Securities (SHSE:601688) agrees to acquire AssetMark f or $780mm, v aluing the company at a reported13x EBITDA. AssetMark prov ides asset management 4/11/16 sof tware to inv estment managers, broker dealers and inv estors, which collectiv ely manage more than $28bn on its platf orms.

Edgewater Markets (New York, NY), a leader in electronic f oreign exchange aggregation and distribution to institutional clients, raises $30mm in a f unding round 3/22/16 f rom FTV Capital. The company plans to use the capital to enhance its technology platf orm, grow the sales team and expand its global reach.

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 / EBITDAEV EV / Revenue EV 12x 120

3.0x 10x 80 May-11 May-12 May-13 May-14 May-15 May-16 May-11 May-12 May-13 May-14 May-15 May-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 30,554 39,109 3.2x 3.4x 15.1x 12.2x (3%) (7%) 21% 28% S&P Global 28,550 31,859 6.0x 5.6x 14.4x 13.3x 5% 6% 42% 42% Moody's 18,943 20,305 5.8x 5.7x 12.8x 12.8x 5% 1% 46% 45% Experian 17,603 20,952 4.5x 4.7x 11.7x 13.5x (5%) (4%) 38% 35% Equifax 14,526 17,544 6.6x 5.7x 19.2x 16.1x 9% 17% 34% 35% Verisk Analytics 13,303 16,149 7.8x 7.0x 17.1x 14.9x 18% 12% 46% 47% MSCI 7,594 8,729 8.1x 7.6x 18.1x 15.9x 8% 7% 45% 48% CoStar Group 6,389 6,277 8.8x 7.5x 68.7x 25.8x 24% 18% 13% 29% FactSet Research Systems 6,262 6,363 6.2x 5.5x 17.1x 15.2x 10% 12% 36% 36% Dun & Bradstreet 4,019 5,489 3.4x 3.2x 12.8x 10.8x 3% 5% 26% 29% Morningstar 3,586 3,435 4.4x 4.3x 13.5x 13.3x 4% 2% 32% 32% FICO 3,461 3,990 4.7x 4.5x 20.5x 19.1x 7% 4% 23% 24% CoreLogic 3,190 4,300 2.8x 2.3x 13.3x 9.0x 9% 22% 21% 26% Trim Mean 11,294 12,905 5.5x 5.2x 15.8x 14.3x 7% 7% 33% 35% Median 7,594 8,729 5.8x 5.5x 15.1x 13.5x 7% 6% 34% 35%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Thomson Reuters (TSX:TRI) acquires WM/Reuters FX benchmark rate calculation business of The World Markets Company (WM) f rom State Street Corporation. 4/4/16 Thomson Reuters will own, administer and calculate the benchmark, which is used by WM/Reuters FX f inancial prof essionals globally f or portf olio v aluation, perf ormance measurement, Benchmark Business index calculation, and as a price ref erence in f inancial contracts. Morningstar (NASDAQ:MORN) acquires RequiSight (dba RightPond) f or an undisclosed sum. RightPond prov ides business intelligence data and analy tics on 3/31/16 def ined contribution and def ined benef it plans f or f inancial serv ices f irms. Morningstar plans to integrate RightPond into Morningstar Data and Morningstar DirectSM, the company ’s cloud-based inv estment analy sis platf orm f or institutions and adv isors. Markit (NYSE:MRKT) agrees to merge with IHS imply ing an enterprise v alue of $6.2bn f or Markit and v aluing Markit at an implied 5.6x 2015 rev enue and 12.4x 2015 3/21/16 EBITDA. Under the terms of the transaction, IHS shareholders will own ~57% and Markit shareholders will own ~43% of the combined company , to be renamed IHS Markit. See our blog post here.

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 190

3.0x 20x 160

2.0x 15x 130 EV / EBITDAEV EV / Revenue EV 1.0x 10x 100

0.0x 5x 70 May-11 May-12 May-13 May-14 May-15 May-16 May-11 May-12 May-13 May-14 May-15 May-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 CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Guidew ire Softw are 4,182 3,591 9.1x 8.3x nm 42.9x 7% 9% 5% 19% Ebix 1,633 1,781 6.7x 6.3x 18.2x 16.2x 24% 6% 37% 39% CorVel 897 871 1.8x nm 13.6x nm 1% na 13% na Sapiens 584 522 2.8x 2.5x 18.3x 15.3x 18% 13% 15% 16% msg life 113 87 0.7x 0.7x 9.0x 7.1x 6% 1% 8% 10% Connecture 53 96 1.0x 0.9x 16.6x 7.8x 13% 9% 6% 12% Trim Mean 807 817 3.1x 3.2x 16.1x 13.1x 11% 8% 10% 16% Median 740 696 2.3x 2.5x 16.6x 15.3x 10% 9% 10% 16%

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

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Trov (Danv ille, CA) raises $26mm in a Series C round led by new inv estor Oak HC/FT partners. The round also included participation f rom new inv estors Guidewire 4/26/16 Sof tware and Suncorp Group, as well as returning inv estor Anthemis Group. The round will allow Trov to begin of f ering on-demand insurance f or indiv idual v aluable items. Trov will launch the insurance serv ice initially in Australia and the UK.

Apax Partners (London, United Kingdom) agrees to acquire a 60% stake in Duck Creek Technologies f rom Accenture. The new joint v enture will be led by Duck Creek 4/18/16 President Mike Jackowski and is expected to inv est heav ily in Duck Creek On- Demand, the company 's SaaS of f ering.

Aquiline Capital Partners (New York, NY) and the management team of Simply Business agree to acquire Simply Business f or an undisclosed sum in a management 4/11/16 buy out f rom AnaCap Financial Partners. Simply Business is an online prov ider of insurance to small businesses in the UK.

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 225

3.5x 16x 200

3.0x 14x 175

2.5x 12x 150

2.0x 10x 125

EV / EBITDAEV EV / Revenue EV 1.5x 8x 100

1.0x 6x 75 May-11 May-12 May-13 May-14 May-15 May-16 May-11 May-12 May-13 May-14 May-15 May-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 47,996 43,229 4.7x 4.1x 22.2x 15.3x 15% 15% 21% 27% FleetCor Technologies 14,594 17,007 10.0x 9.6x 20.1x 17.5x 42% 4% 50% 55% Vantiv 10,732 14,006 8.4x 7.7x 19.7x 15.8x 19% 10% 43% 48% Western Union 10,064 12,130 2.2x 2.2x 8.7x 8.9x (2%) (0%) 25% 25% Total System Services 9,404 10,406 3.7x 3.5x 15.6x 11.4x 14% 6% 24% 31% Global Payments 9,395 10,762 3.8x 4.9x 17.5x 15.8x 6% (23%) 22% 31% Wirecard 5,363 4,434 5.3x 4.1x 17.9x 13.6x 23% 30% 29% 30% Euronet Worldw ide 4,204 4,155 2.3x 2.1x 15.1x 12.0x 6% 10% 16% 18% WEX 3,671 4,360 5.1x 5.0x 14.6x 13.9x 27% 2% 35% 36% Blackhaw k Netw ork Holdings 1,791 2,126 1.2x 1.0x 13.2x 9.5x 25% 16% 9% 11% EVERTEC 1,023 1,647 4.4x 4.4x 9.8x 9.0x 3% 1% 45% 48% PayPoint 834 765 2.5x 2.4x 9.6x 9.0x 2% 4% 26% 26% Cass Information Systems 566 313 2.6x nm 7.9x nm 1% na 33% na SafeCharge 540 425 4.1x 3.5x 13.9x 11.1x 34% 19% 30% 31% Moneygram International 384 1,367 1.0x 0.9x 9.6x 5.2x (1%) 8% 10% 17%

Trim Mean 5,552 6,430 3.9x 3.7x 14.3x 12.1x 13% 8% 28% 31% Median 4,204 4,360 3.8x 3.8x 14.6x 11.7x 14% 7% 26% 30%

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

Recent Activity

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

Emerchants (Brisbane, Australia) agrees to acquire Store Financial f or $35mm. Store 4/28/16 Financial is one of the world’s largest processors and managers of pay ment card programs, such as gif t and rewards cards.

Global Pay ments (NYSE:GPN) acquires eWay , an Australian pay ments gateway 4/11/16 prov ider, f or $50mm. eWay processed 5.8 billion transactions in the last y ear and represents about one-quarter of Australian online transactions.

RetailMeNot (NASDAQ:SALE) acquires Gif tcard Zen f or $22mm. Gif tcard Zen 4/7/16 operates a secondary marketplace f or gif t cards and enables consumers to buy or sell gif t cards f rom merchants.

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 160

140 12.0x 12x

120

8.0x 9x EV / EBITDA EV EV / Revenue EV 100

4.0x 6x 80 May-11 May-12 May-13 May-14 May-15 May-16 May-11 May-12 May-13 May-14 May-15 May-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

Hong Kong Exchange 31,123 29,795 18.0x 19.0x 25.2x 27.0x 31% (6%) 71% 70% CME Group 31,116 32,121 9.7x 9.0x 14.4x 12.9x 7% 8% 67% 69% IntercontinentalExchange (ICE) 28,564 35,283 10.6x 7.8x 16.6x 13.1x 8% 36% 64% 60% Deutsche Börse Group 15,411 17,687 5.6x 6.1x 13.7x 11.2x 16% (8%) 41% 54% London Stock Exchange (LSE) 13,937 15,590 7.2x 6.8x 17.6x 14.1x 15% 5% 41% 49% The Nasdaq OMX Group 10,392 12,367 6.5x 5.5x 11.3x 11.1x 13% 20% 58% 49% BM&F Bovespa 8,578 7,689 12.0x 11.1x 18.3x 16.9x 9% 8% 65% 66% Australian Exchange (ASX) 6,345 5,563 10.3x 9.9x 12.8x 12.9x 9% 4% 80% 76% Singapore Exchange (SGX) 5,988 5,415 8.8x 9.0x 16.3x 14.7x 18% (2%) 54% 61% CBOE 5,069 4,975 7.8x 7.7x 13.6x 13.3x 3% 2% 58% 58% TMX Group 2,227 2,870 4.7x 4.9x 9.4x 10.5x (4%) (4%) 50% 46% Trim Mean 13,933 14,578 8.7x 8.1x 15.0x 13.3x 11% 4% 59% 60% Median 10,392 12,367 8.8x 7.8x 14.4x 13.1x 9% 4% 58% 60%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Deutsche Börse (Eschborn, Germany ) and the London Stock Exchange (London, United Kingdom) hav e agreed to merge in an all-stock deal f or $30bn. The transaction 3/16/16 would unite two of the biggest European exchange operators and would create one better able to compete globally f or stock listings, as a prov ider of clearing serv ices and as a purv ey or of market data. Nasdaq (NASDAQ:NDAQ) agrees to acquire the International Securities Exchange (ISE) f or $1.1bn f rom Deutsche Börse. ISE’s exchanges represent more than 15% of 3/9/16 all trading in United States stock options. The acquisition will help Nasdaq bolster its presence in a f iercely competitive industry that has been growing f aster than the traditional equity exchange business.

J.C. Flowers & Co. (New York, NY) acquires Chi-X’s Australian and Japanese 1/24/16 businesses. The acquisition giv es J.C. Flowers two exchanges that hav e battled f or (Australian and Japanese more than f our y ears to grab market share f rom dominant bourse operators. Businesses)

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 180

4.0x 18x 140

3.0x 14x

100 EV / EBITDA EV EV / Revenue EV 2.0x 10x

1.0x 6x 60 May-11 May-12 May-13 May-14 May-15 May-16 May-11 May-12 May-13 May-14 May-15 May-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 37,785 6.0x 5.1x 17.1x 11.8x 10% 5% 35% 35% TD Ameritrade 15,959 5.0x 4.7x 12.5x 10.2x 11% 1% 41% 40% E*TRADE 7,219 3.9x 3.8x 12.0x 8.4x 12% 4% 29% 33% MarketAxess 4,624 15.3x 13.2x 31.3x 23.8x 10% 16% 45% 49% ICAP 4,470 2.4x 2.6x 11.8x 11.7x (10%) 5% 13% 20% IG Group 4,098 6.5x 6.1x 15.9x 12.7x 2% 4% 47% 41% BGC Partners 3,948 1.6x 1.4x nm 6.9x 3% 43% na na LendingClub 3,100 7.2x 4.7x nm 27.6x 115% 104% na na Interactive Brokers Group 2,480 1.8x 1.5x 4.2x 2.2x 5% 13% 42% 43% Tullett Prebon 1,193 1.1x 1.0x 8.9x 7.9x (13%) 13% 13% 12% Monex Group 758 1.6x 1.6x 11.6x nm (15%) 16% 12% 14% Investment Technology Group 646 1.0x 1.3x 5.3x 11.7x 6% 14% 12% 19% On Deck Capital 607 3.4x 2.1x nm nm 141% 99% na na FXCM 592 2.7x 2.7x 13.9x 12.1x (4%) (36%) 6% 19% BinckBank 396 1.8x 2.2x 8.8x nm (6%) 1% 19% 20% GAIN Capital 336 0.8x 0.8x 8.2x 3.9x 34% 17% 15% 10% Trim Mean 3,578 3.3x 2.9x 11.5x 11.0x 12% 18% 25% 27% Median 2,790 2.5x 2.4x 11.8x 11.7x 5% 13% 19% 20%

Recent Activity

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

OnDeck (NYSE:ONDK) of f ers $212mm of 4.21% Class A Asset-Backed Notes due May 31, 2020 and $39mm of 7.63% Class B Asset-Backed Notes due May 31, 2020. 4/20/16 Various Inv estors The proceeds will be used to purchase a rev olv ing pool of small business loans f rom the company

Affirm (San Francisco, CA) raises $100mm in a Series D round led by Founders Fund at a $700mm pre-money v aluation. The transaction also included participation f rom 4/12/16 existing inv estors Lightspeed Venture Partners, Spark Capital, Khosla Ventures, SVB and Andreessen Horowitz.

State Street Global Adv isors (Boston, MA) agrees to acquire GE Asset Management 3/29/16 f rom GE f or $485mm. The transaction is expected to increase State Street’s AUM by approximately $100bn and to be accretiv e in the twelv e months post-closing.

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 MAY 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 MAY 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 and complex securities processing; improve operational efficiency; and increase the

Dublin, Ireland 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 Marlin & Associates and the founder/CEO of Information Mosaic had an ongoing dialog Background 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 MAY 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 MAY 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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