F in an Cial Tech N O Lo

Financial Technology NOVEMBER NOVEMBER INVESTMENT BANKINGANDSTRATEGIC ADVISORYTO www.MarlinLLC.com M&A MARLIN &ASSOCIATES AND INFORMATIONSERVICES 2016 INDUSTRIES THE FINANCIAL TECHNOLOGY UPDATE MARKET Technology Financial © Marlin & Associates Holdings LLC, All Right Reserved Right All LLC, Holdings Associates & Marlin © Washington, D.C. San Francisco New New Toronto York DEAR CLIENTS AND FRIENDS, Fintech after the election: Our November 2016 Fintech Market Update We’re issuing this market update the day before the election for the US President. It is an interesting time. Recently someone asked me if I am concerned about the impact of this election on fintech m&a. My answer has two parts: First, I’m worried about a lot more than fintech m&a. The next leader of the free world will face daunting challenges. The second element I’m worried about is the impact that the policies of the newly elected US leader could have on our business, to the extent that these could, potentially, lead to an economic slowdown. And if that happens, the impact could be massive.

Fintech is in the midst of a profound revolution. And it is just getting started. There are too many new and exciting trends to list but they include cloud technology, software as a service, platforms as a service, blockchains, robotics, artificial intelligence, smart analytics, crypto currencies, and the pervasiveness of the Internet of Things. These all provide fertile ground for creative minds to come up with innovative solutions to real problems. The largest impact that these trends have had is that there has been an increase in unsecured lending of relatively small amounts to individuals through alternative payment and lending platforms. There has been a tremendous amount of buzz around this phenomenon. But, if you add up all the alternative providers in this space they provide less than 1% of all unsecured consumer loans.

The opportunity for this revolution to continue and expand is enormous in this sector - and we haven’t even talked about the many other retail and business sectors, or the opportunity for infrastructure providers to leverage these new approaches. But revolution requires more than technology. It requires entrepreneurs, executives, investors and customers being willing to take risks. And as we have seen many times before, in spite of brave words to the contrary, if the economy falters, a lot of risk taking comes to a screeching halt.

So, we’re praying that whoever wins this election finds a way to bring the country together, steers a course that all sides can take pride in – one that is welcoming to all who would contribute and lifts the underserved without demonizing those who have had successes; and one that can forge compromise to keep this country safe, strong and growing morally, militarily and economically. As long as that happens, we’ll all feel better about ourselves, the future, and the fintech revolution. A few of the most notable deals include:

• TD Ameritrade (Nasdaq:AMTD) acquired Scottrade Financial Services for $2.8bn and TD Bank (TSX:TD) agreed to acquire Scottrade Bank for $1.3bn, • Cardtronics (Nasdaq:CATM) acquired DirectCash Payments for $460mm, • Morningstar (NasdaqGS:MORN) acquired the remaining 80% of PitchBook Data for $180mm, implying an enterprise value of $225mm, • Singapore Exchange (SGX:S68) acquired The Baltic Exchange for $114mm, • Broadridge Financial Solutions (NYSE:BR) acquired the technology assets of Inveshare for $135mm, • Broadridge (NYSE:BR) acquired M&O Systems for an undisclosed sum. Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems.

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. NOVEMBER 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 NOVEMBER 2016 MARLIN AND ASSOCIATES: WHO WE ARE

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

Founder and Managing Partner of M&A Chief Operating Officer of M&A • Twice named to II’s Tech 50 • 20+ years of M&A experience advising • Member Market Data Hall of Fame technology and PE firms, globally • MD Veronis Suhler Stevenson • VP Business Development at FactSet • CEO of Telesphere Corporation • M&A attorney of Skadden, Arps, Slate, • CEO of Telekurs (NA) Meagher and Flom • EVP Bridge Information systems • CFO of JCF Group • SVP at Dun & Bradstreet • MBA from Columbia Business School • BA from the University of California (Irvine) • J.D. from Fordham Law School • MBA from UCLA, post-MBA from New Ken Marlin • CFA Charterholder York University Jason Panzer

• 18+ years of investment banking and • 20+ years of investment banking private equity experience experience • Named twice to Dealer’s Digest and • Experience working with both large recently M&A Advisor’s “40-Under-40” corporations and entrepreneurial • Founded Marlin & Associates with Ken technology-based companies Marlin • Formerly at Robertson Stephens and • Formerly at Veronis Suhler Stevenson, PaineWebber (UBS) Morgan Stanley, and American • BS, Finance from Pennsylvania State International Group University • BS from Binghamton University Michael Maxworthy Paul Friday

Paul Friday

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

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

Note: Not a complete list NOVEMBER 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. NOVEMBER 2016

PEER AND INDUSTRY GROUP RECOGNITION

“We are always grateful to be recognized for our hard work, but we are more pleased that we are able to help our clients achieve the results that they seek.”

Ken Marlin Founder and Managing Partner

Boutique Investment Banking Firm of the Year (2014, 2015, 2016) - The M&A Advisor

M&A Award USA TMT Advisory Firm of the Year (2012, 2015) – Acquisition International

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

• Cross-Border Boutique Investment Banking Firm of the Year (2016) • Boutique Investment Banking Firm of the Year (2014, 2015, 2016)* TMT Advisory Firm of the Year (2015) • Advisory Firm of they Year (2015) • Middle Market International Professional Services (B-to-B) Deal of the Year (2013) Boutique Investment • Financial Services Deal of the Year (2013, 2012 and 2011) Banking Firm of the • Information Technology Deal of the Year (2011) Year • Middle Market Deal of the Year <$25M (2011) (2014, 2015, 2016) • Corporate and Strategic Acquisition of the Year (2011) – ACQ5 • Middle Market Financial Services Deal of the Year (2011 and 2010) (Acquisition Finance • Middle Market Information Technology Deal of the Year (2011 and 2010) Magazine) • Middle Market International Financial Services Deal of the Year (2013 and 2010) • Middle Market International Information Technology Deal of the Year (2010) • Middle Market Financial Services Turnaround Deal of the Year (2009) • Middle Market Information Technology Turnaround Deal of the Year (2009) • Middle Market International Deal of the Year(2008) • Middle Market Financial Services Deal of the Year (2008) • Middle Market Technology Deal of the Year (2008) • Middle Market Investment Banking Firm of the Year (2008 and 2007)* • Middle Market International/Cross Border Deal of the Year (2007, Below $100M) • Middle Market Financial Services Deal of the Year (2007, Below $100M) • Middle Market Financing Agent of the Year – Equity (2007)* • Middle Market Computer and Information Technology Deal of the Year (2007)

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

• Financial Technology Deal of the Year (2012, 2011) • North America Small Mid Markets Corporate Deal of the Year (2013) • Corporate M&A Deal of the Year (2010) • Technologies Deal of the Year (2010) * Firm-wide Awards NOVEMBER 2016

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

Boston, MA San Mateo, CA New York, NY Campbell, CA has been acquired by received a strategic has been acquired by received an investment from investment from

Windsor, CT Tokyo, Japan Palo Alto, CA 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 Varden Technologies. advisor to Xignite. advisor to Alacra. advisor to Trunomi.

has sold the assets of Dublin, Ireland London, United Kingdom New York, NY has been acquired by invested in has invested in

London, United Kingdom London, United Kingdom Dublin, Ireland 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 financial advisor to Aquiline Capital advisor to CNO Financial Group. advisor to Information Mosaic. advisor to CIT Growth Capital. Partners.

Vienna, Austria Vienna, Austria New York, NY San Francisco, CA received a majority investment has acquired has entered into a strategic has led a $60 million investment in 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 strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive financial advisor advisor to AIM Software. advisor to AIM Software. advisor to Alacra Inc. Francisco Partners. NOVEMBER 2016

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

New York, NY Birmingham, AL New York, NY

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

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

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

from

Toronto, Canada Mumbai, India London, United Kingdom 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 Welsh, advisor to Atrium Network. Coalition Development Ltd. advisor to NYSE Euronext. Carson, Anderson & Stowe.

New York, NY Vancouver, Canada Doha, Qatar Sydney, Australia

has acquired has been acquired by has acquired has been acquired by

Tokyo, Japan Kansas City, MO London, United Kingdom New York, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial strategic and financial advisor to Qatar exclusive strategic and financial advisor to NYSE Euronext, Inc. advisor to Subserveo. Insurance Services LLC. advisor to SMARTS Group.

Invictus Financial Inc.

Brussels, Belgium has sold its majority interest in Vancouver, Canada Sante Fe, NM

has acquired has sold has been acquired by Ambit Messaging Hub Wrexham, United Kingdom from to to a group led by management Wayne, PA Jersey City, NJ Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial strategic and financial advisor to exclusive strategic and financial advisor to SWIFT. advisor to Deutsche Börse. Invictus Financial Inc. advisor to Strategic Analytics Inc. NOVEMBER 2016

2016-2017 Fintech Events:

Date Conference Location Website

Nov 2-4, 2016 T3 – Technology Tools for Today Las Vegas, NV Details This annual gathering is specifically designed for heads of large financial advisory firms and broker/dealer executives interested in learning about the latest and greatest enterprise solutions for their firms. The fourth annual T3 Technology Conference for enterprises will offer a robust agenda and slate of impressive speakers.

Cards and Payments Innovation – Europe Nov 8-9, 2016 Cards & Payments Innovation Europe brings together leaders in Madrid, ES Details payments to explore innovative strategies for future success. Blockchain, the Internet of Things and biometrics are all featured in a content-driven programme focused on how best to add value and improve security for customers.

Finnovate - Asia Nov 8, 2016 Presenters at Finovate events run the gamut of financial Hong Kong Details technology. Some areas that have been covered at past Finovate events are debit rewards, blockchain, alternative payments, person-to-person (P2P) lending, new marketing tools, security solutions, big data, mobile apps, social investing, personal financial management, youth banking, credit, and next-generation online banking platforms.

Dec 6-7, 2016 FintechConnect Live! London, UK Details Attend the on site conference sessions & hear leading experts share their perspectives across many different areas of fintech including payments, p2p lending, crowdfunding, cryptocurrencies, trading technologies, insurance tech, big data, social media, security, authentication and more.

Verdict Financial The conference aims to provide an interactive platform for you to Feb 15-16, 2017 discuss how you can create a practical roadmap towards digital integration in order to remain competitive and future-proof your London, UK Details services. Delegates will debate, investigate and share best practices on topics such as the impact of robo-advice, millennials and other disruptors, how to create omnichannel client journeys and achieving successful integration in-house and with technology partners.

June 26-28, 2017 Money 20/20 Europe The payments, financial services and retail sectors are currently experiencing an accelerated period of product development, characterised by technology and regulatory-based disruption. Copenhagen Details Money20/20 Europe is engineered to bring together all the stakeholders with a part to play in the commerce revolution: payments and financial services providers, banks and non-banks, the mobile ecosystem, the retail industry (offline and online), marketing services and data companies, investors, advisory firms and government bodies. NOVEMBER 2016

FINANCIAL TECHNOLOGY Sector Comparison Snapshot:

Enterprise Value / Revenue

Securities Exchanges

Data & Analytics - Financial Services

Banking Software & Processors

Payment Technology

Capital Markets Software & Services

Insurance Technology

Technology-Enabled Financial Institutions*

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

2015E EV/Revenue 2016E EV/Revenue

Enterprise Value / EBITDA

Capital Markets Software & Services

Banking Software & Processors

Data & Analytics - Financial Services

Insurance Technology

Securities Exchanges

Payment Technology

Technology-Enabled Financial Institutions*

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

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 10/31/16. 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. NOVEMBER 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

5.5x 22x 290

5.0x 20x 260

4.5x 18x 230

4.0x 16x 200

3.5x 14x 170 EV EBITDA/ EV / Revenue 3.0x 12x 140

2.5x 10x 110

2.0x 8x 80 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-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 FIS 24,394 34,577 3.8x 3.7x 13.0x 11.7x (1%) 3% 29% 31% Fiserv 21,931 26,236 5.0x 4.8x 16.4x 13.7x 4% 5% 31% 35% Jack Henry & Associates 6,422 6,352 4.9x 4.6x 14.0x 12.7x 6% 6% 35% 36% Temenos 4,678 4,951 9.1x 7.9x 41.8x 20.7x 16% 16% 22% 38% Oracle Financial Services 4,098 3,545 5.9x 5.3x 14.4x 12.7x 4% 11% 41% 42% Ellie Mae 3,545 3,159 12.4x 8.9x 65.8x 28.4x 57% 39% 19% 31% ACI Worldwide 2,104 2,796 2.7x 2.8x 16.0x 11.3x 3% (4%) 17% 25% Q2 Holdings 1,120 1,028 9.4x nm nm nm 38% na na na Bottomline Technologies 861 906 2.7x 2.6x 22.2x 11.8x 4% 2% 12% 22% Sword Group 286 258 1.7x 1.4x 11.6x 9.3x 18% 17% 15% 16% Polaris Consulting & Services 248 192 0.6x nm 5.5x nm 0% na 12% na Microgen 144 143 3.6x 2.9x 14.4x 11.8x 7% 24% 25% 25% Gresham Computing 94 89 4.8x 4.2x 35.7x 18.9x 16% 16% 14% 22% Trim Mean 4,131 4,506 4.9x 4.3x 20.0x 13.9x 10% 11% 22% 29% Median 2,104 2,796 4.8x 4.2x 15.2x 12.7x 6% 11% 20% 31%

[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 Lendio (South Jordan, UT) raised $20mm in a series D round of funding led by new investors Comcast Ventures and Stereo Capital, and also included existing investors 10/24/16 Blumberg Capital, Napier Park Global Capital, North Hill Ventures, and Tribeca Venture Partners. The company plans to use the funding to expand SME lending solutions and further invest in marketing.

IbanFirst (Brussels, Belgium) raised €10mm in a round of funding led by French entrepreneur Xavier Niel. IbanFirst was previously known as FX4BIZ. IbanFirst 10/18/16 Xavier Niel enables international “Banking-as-a-Service” promising lower fees and better exchange rates than traditional corporate banking accounts.

Gresham Computing (LSE:GHT) acquired C24 Technologies for $5.8mm, valuing the company at an implied 2.3x LTM Revenue and 19.8x LTM EBITDA. As part of the 10/4/16 transaction, Gresham announced an intent to raise £3.3mm through a placing of new shares. This is the first acquisition completed by Gresham. C24 will give Gresham new capabilities in financial message processing.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 9/30/16. 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 for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. NOVEMBER 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

3.5x 24x 240

220

20x 200 3.0x 180

16x 160

140 2.5x EV EBITDA/ EV / Revenue 12x 120

100

2.0x 8x 80 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-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 IHS Markit 12,512 15,655 4.7x 4.3x 16.3x 11.6x 5% 10% 29% 37% Broadridge 7,830 8,125 2.9x 2.3x 13.7x 12.2x 7% 24% 21% 19% SS&C Technologies 6,598 8,986 9.0x 5.9x 27.3x 14.8x 30% 52% 33% 40% Computershare 4,452 5,754 3.0x 2.8x 9.6x 10.7x (3%) 5% 31% 26% DST 3,173 3,104 1.5x 1.9x 7.7x 8.2x (1%) (20%) 20% 23% SimCorp 2,278 2,246 7.3x 6.9x 27.5x 28.5x 15% 6% 26% 24% Envestnet 1,512 1,765 4.2x na 34.9x 17.6x 21% na 12% na IRESS 1,400 1,523 5.5x 5.1x 22.0x 16.7x 10% 8% 25% 30% Fidessa group 1,184 1,101 3.0x 2.7x 17.6x 10.1x 7% 12% 17% 27% First Derivatives 634 655 4.9x 3.9x 37.0x 20.4x 39% 24% 13% 19% Linedata Services 337 351 1.8x 1.8x 7.4x 6.4x 9% (1%) 25% 29% Cinnober 115 111 3.3x 2.8x 51.1x nm 10% 18% 6% 2% StatPro Group 92 104 2.8x 2.4x 21.2x 16.8x (6%) 17% 13% 14% Brady 70 62 1.8x 1.6x nm 11.2x (12%) 11% 0% 15% Lombard Risk Management 35 26 0.9x 0.7x 22.2x na 6% 25% 4% na Trim Mean 2,283 2,607 3.6x 3.1x 21.4x 13.7x 9% 13% 19% 24% Median 1,400 1,523 3.0x 2.7x 21.6x 12.2x 7% 12% 20% 24%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Broadridge (NYSE:BR) acquired M&O Systems for an undisclosed sum. The acquisition will help Broadridge expand its wealth management offerings to include a 11/4/16 best-of-breed, back-office agnostic compensation management tool. The acquisition is Broadridge’s 7th of 2016. Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems.

ICAP (LSE:IAP) acquired Abide Financial for an undisclosed sum. Abide will become a subsidiary of ICAP’s Post Trade Risk and Information division. Abide’s regulatory 10/13/16 reporting hub and venues will be integrated with Traiana and ICAP’s PTRI Approved Publication Arrangement reporting service.

ION Investment Group (Dublin, Ireland) acquired Reval for an undisclosed sum. The transaction gives ION a stronger foothold in treasury services and provides strong 10/06/16 functionality in risk and hedge accounting. Reval VEO and cofounder Jiro Okochi will stay on to lead the business.

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 300

16x 260 5.0x

220 14x

180 4.0x EV / EBITDA EV / Revenue 12x 140

3.0x 10x 100 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-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

S&P Global 32,497 35,678 6.7x 6.4x 16.1x 14.4x 5% 6% 42% 44% Thomson Reuters 29,428 38,116 3.1x 3.4x 14.7x 12.2x (3%) (8%) 21% 28% Moody's 19,531 21,079 6.0x 5.9x 13.3x 13.1x 5% 3% 46% 45% Experian 18,273 21,362 4.6x 4.7x 12.1x 13.4x (3%) (2%) 38% 35% Equifax 15,038 17,810 6.7x 5.7x 19.5x 15.9x 9% 18% 34% 36% Verisk Analytics 14,009 16,127 7.8x 8.1x 17.1x 16.1x 18% (3%) 46% 50% MSCI 7,656 8,756 8.1x 7.6x 18.2x 15.4x 8% 7% 45% 49% FactSet Research Systems 6,293 6,340 6.1x 5.5x 17.1x 15.5x 10% 11% 36% 36% CoStar Group 6,070 5,884 8.3x 7.0x 64.4x 23.0x 24% 18% 13% 31% Dun & Bradstreet 4,570 5,939 3.6x 3.5x 13.9x 12.0x 3% 5% 26% 29% FICO 3,900 4,382 5.2x 5.0x 22.5x 21.2x 7% 4% 23% 23% CoreLogic 3,796 5,253 3.4x 2.7x 16.2x 10.5x 9% 27% 21% 26% Morningstar 3,058 2,853 3.6x 3.6x 11.2x 11.4x 4% 0% 32% 32% Trim Mean 11,688 13,510 5.6x 5.3x 16.4x 14.6x 7% 6% 33% 35% Median 7,656 8,756 6.0x 5.5x 16.2x 14.4x 7% 5% 34% 35%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Morningstar (NasdaqGS:MORN) acquired the remaining 80% of PitchBook Data that it did not already own for $180mm, implying an enterprise value of $225mm. 10/14/16 Pitchbook reported $31.1mm in revenue for the twelve months ending June 30, 2016, valuing the company at an implied 7.2x LTM revenue. Morningstar was an early investor in PitchBook and previously owned approximately 20%. Drillinginfo (Austin, TX) acquired GlobalView Software for an undisclosed sum. GlobalView provides analytics, risk management and data management solutions for 10/11/16 global energy and agricultural companies and bolsters Drillinginfo’s existing oil and gas analytics offering. Drillinginfo will also integrate its proprietary data sets into GlobalView’s MarketView solution. Q4 (Toronto, Canada) acquired Euroinvestor IR Solutions for an undisclosed sum. Euroinvestor IR Solutions provides interactive charting, tools and news applications 10/11/16 for European listed companies to leverage for their investor websites and mobile applications. Euroinvestor’s technology supports 45 global exchanges in 21 languages.

Public Market Data

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

3.0x 40x 300 35x 2.5x 30x 250

2.0x 25x 200 1.5x 20x EV EBITDA/ EV / Revenue 15x 1.0x 150 10x

0.5x 5x 100 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-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 Guidewire Software 4,263 3,635 9.2x 8.2x nm 46.5x 7% 12% 5% 18% Ebix 1,846 2,009 7.6x 6.9x 20.5x 18.1x 24% 10% 37% 38% CorVel 682 641 1.3x nm 10.0x nm 1% na 13% na Sapiens 677 590 3.2x 2.8x 20.7x 18.6x 18% 15% 15% 15% msg life 102 77 0.6x 0.6x 9.3x 6.5x 4% 3% 7% 10% Connecture 41 108 1.1x 1.2x 18.7x nm 13% (10%) 6% 1% Trim Mean 827 837 3.3x 3.6x 16.4x 18.4x 10% 8% 10% 14% Median 679 615 2.2x 2.8x 18.7x 18.4x 10% 10% 10% 15%

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

Recent Activity

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

Alan (Paris, France) raised €12mm ($13.3mm) in a venture round from CNP Assurances, Power Financial and Partech Ventures. Alan provides an online health 10/25/16 insurance platform, which allows its customers to submit reimbursements, add their partner on their health plan and get more details about their coverage.

EverQuote (Cambridge, MA) raised $23mm in a Series B round led by Savano Capital 10/20/16 Partners at a $195mm valuation. EverQuote provides a comparison-shopping site for auto insurance.

Ladder (Menlo Park, CA) raised $14mm in a Series A round led by Canaan Partners. 10/19/16 Ladder provides a smart life insurance platform for digital consumers.

Public Market Data

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

4.5x 18x 300

275 4.0x 16x 250 3.5x 14x 225

3.0x 12x 200

175 2.5x 10x EV EBITDA/ EV / Revenue 150 2.0x 8x 125

1.5x 6x 100 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Pay Pal 50,575 45,487 4.9x 4.2x 23.3x 16.5x 15% 17% 21% 25% FleetCor Technologies 16,707 20,158 11.8x 11.0x 23.8x 21.1x 42% 7% 50% 52% Vantiv 11,517 14,663 8.8x 7.7x 20.6x 16.1x 19% 14% 43% 48% Global Payments 11,232 15,228 5.4x 5.6x 24.8x 17.6x 6% (4%) 22% 32% Western Union 9,840 11,766 2.1x 2.2x 8.5x 8.8x (2%) (1%) 25% 25% Total System Services 9,210 12,257 4.4x 2.9x 18.4x 12.0x 14% 50% 24% 24% Wirecard 5,920 5,051 5.7x 4.5x 21.2x 14.9x 28% 27% 27% 30% WEX 4,677 6,441 7.5x 6.4x 21.6x 17.7x 27% 18% 35% 36% Euronet Worldw ide 4,337 4,215 2.4x 2.2x 15.3x 11.9x 6% 11% 16% 18% Blackhaw k Netw ork Holdings 1,918 2,198 1.2x 1.1x 13.6x 10.7x 25% 8% 9% 11% EV ERTEC 1,126 1,713 4.6x 4.5x 11.6x 9.3x 3% 3% 40% 48% PayPoint 911 808 3.0x 3.1x 11.9x 11.1x (1%) (3%) 26% 28% Cass Information Systems 609 335 2.7x nm 9.5x nm 2% na 29% na Moneygram International 465 1,414 1.0x 0.9x 8.6x 5.3x (1%) 6% 12% 18% SafeCharge 420 292 2.9x 2.7x 10.3x 8.5x 30% 6% 29% 32%

Trim Mean 6,036 7,404 4.3x 3.9x 16.1x 12.9x 13% 10% 27% 30% Median 4,677 5,051 4.4x 3.7x 15.3x 12.0x 14% 8% 26% 29%

[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

Paysimple (Denver, CO) raised $115mm led by Providence Strategic Growth. The 10/20/16 investment is expected to accelerate PaySimple’s strategy to market services online and automate payment acceptance.

Parthenon Capital Partners (Boston, MA) acquired a majority ownership stake in BillingTree for an undisclosed sum. BillingTree is a leading provider of omni-channel, 10/4/16 integrated payments solutions to the healthcare, ARM and financial services industries. Marlin & Associates acted as exclusive strategic and financial advisor to BillingTree. Click here to read our press release.

Cardtronics (Nasdaq:CATM) acquired DirectCash Payments for $460mm. The purchase includes First Data’s Australian ATM portfolio, which DirectCash acquired on 10/3/16 September 30th. DirectCash is a leading provider of prepaid card products, ATM services, and debit terminals.

Public Market Data

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

10.0x 16x 200

9.0x 180 14x 160 8.0x 12x 140 7.0x 120 EV EBITDA/ EV / Revenue 10x 6.0x 100

5.0x 8x 80 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-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 33,948 34,675 10.4x 9.9x 15.6x 14.1x 7% 5% 67% 70% IntercontinentalExchange 32,447 38,336 11.5x 8.5x 18.0x 14.0x 8% 34% 64% 61% Hong Kong Exchange 32,175 30,847 18.6x 21.2x 26.1x 30.5x 31% (12%) 71% 70% Deutsche Börse Group 14,254 15,671 5.1x 5.8x 12.5x 11.1x 16% (12%) 41% 52% London Stock Exchange 12,249 12,879 5.9x 6.6x 17.0x 13.6x 35% (10%) 35% 48% The Nasdaq OMX Group 10,843 14,057 7.4x 6.2x 12.8x 12.4x 13% 20% 58% 50% BM&F Bovespa 10,385 10,358 15.1x 14.5x 23.1x 21.4x 9% 4% 65% 68% Australian Exchange (ASX) 6,997 6,245 11.5x 10.8x 14.4x 14.1x 9% 7% 80% 77% Singapore Exchange (SGX) 5,500 4,820 8.0x 8.4x 14.9x 15.0x 18% (4%) 54% 56% CBOE 5,138 5,078 8.0x 8.0x 13.9x 14.7x 3% (0%) 58% 55% TMX Group 2,514 3,037 5.3x 5.5x 10.6x 11.0x (4%) (3%) 50% 50% Trim Mean 14,443 14,959 9.3x 8.7x 15.8x 14.5x 13% 1% 59% 59% Median 10,843 12,879 8.0x 8.4x 14.9x 14.1x 9% (0%) 58% 56%

Recent Activity

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

IG Group (LSE:IGG) entered into an asset purchase agreement to acquire DailyFX 9/26/16 from Forex Capital Markets for $40mm. IG Group aims to boost customer count with the acquisition.

CBOE Holdings (Nasdaq:CBOE) entered into a definitive agreement to acquire BATS Global Markets (BATS:BATS) for $3.2bn, at 1.9x LTM Revenue and 13.1x LTM 9/26/16 EBITDA. CBOE expects the acquisition to enhance the trading experience by streamlining access for customers and allowing CBOE to provide greater scale, while increasing operational and cost efficiencies.

Singapore Exchange (SGX:S68) acquired The Baltic Exchange for $114mm. 8/22/16 Singapore Exchange hopes to further establish Singapore as an ideal location for trading and settlement of shipping contracts.

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 / EBT

EV / Revenue EV 2. 0x 10x 100

1. 0x 6x 60 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16

Market Cap / L TM R evenue 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 42,288 6.7x 5.7x 19.2x nm 5% 18% 35% na TD Ameritrade 18,097 5.7x 5.4x 14.2x 12.1x 1% 5% 40% 45% E*TRA DE 7,757 4.2x 4.0x 12.9x 10.0x 4% 5% 33% 40% MarketAxess 5,698 18.8x 15.6x 38.5x 27.8x 16% 20% 49% 56% ICA P 3,927 nm 2.6x nm 13.1x na na na 20% IG Group 3,828 6.9x 6.4x 18.3x 13.5x 3% 9% 38% 47% BGC Partners 3,196 1.3x 1.2x nm 6.8x 43% 3% na 18% Interactive Brokers Group 2,273 1.7x 1.5x 3.8x 2.2x 13% 12% 43% 67% LendingClub 1,930 4.5x 4.1x nm nm 104% 10% na na Tullett Prebon 1,125 1.2x 1.1x 9.6x 5.8x 13% 9% 12% 18% Monex Group 657 1.3x 1.5x 9.5x nm 16% (12%) 14% na Investment Technology Group 508 0.8x 1.1x 4.2x 20.4x 14% (26%) 19% 5% BinckBank 426 2.0x 2.6x 9.7x nm 1% (25%) 20% na On Deck Capital 347 1.9x 1.2x nm nm 99% 61% na na GAIN Capital 224 0.5x 0.6x 5.4x 3.6x 17% (9%) 10% 16% FXCM 44 0.2x nm nm nm (25%) na na na Trim Mean 3,571 3.0x 2.9x 11.5x 10.7x 19% 4% 28% 33% Median 2,101 1.9x 2.6x 9.7x 11.0x 13% 7% 33% 30%

Recent Activity

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

AX Trading Group (New York, NY) raised $20mm to expand the firm’s global market 10/26/16 Undisclosed position. AX provides a platform for institutional traders to proactively reach out to targeted counterparties in a way that protects their trading intentions and their identity.

TD Ameritrade (Nasdaq:AMTD) acquired Scottrade for $4bn in cash and stock. Scottrade is an online brokerage with over 3 million accounts and $170bn AUM. TD 10/24/16 expects to realize approximately $450 mm in combined annual expense synergies, and more than $300 mm in additional longer-term opportunities.

Broadridge Financial Solutions (NYSE:BR) acquired the technology assets of 9/19/16 Inveshare for $135mm. The acquisition is expected to accelerate Broadridge’s ability to adapt distributed ledger technology capabilities to its proxy services.

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

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 NOVEMBER 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

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 NOVEMBER 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

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 NOVEMBER 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 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 NOVEMBER 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 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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