Financial Technology Capital Markets Update Recent Capital Markets Transactions Major Indices & Exchange Rates KKR and Stone Point Capital Acquire Focus Financial Partners at $2B EV Close as of % Change • Provider of wealth management, benefit, and investment consulting services 5/2/2017 1 Month 12 Month previously filed to go public in August 2016 at a $1B valuation Harland Clarke Holdings Acquires RetailMeNot for $682M Dow Jones Industrial Average 20,949.89 1.4% 17.1% • Purchased at 50% premium to closing price on April 7, combination with NYSE Composite Index 11,551.30 0.5% 10.1% world’s largest coupon site would create a global multi-channel media network Open GI Acquires Transactor Global Solutions for $50M NASDAQ Composite Index 6,095.37 3.1% 26.5% • Established in 2003, offers one of the most advanced and innovative Policy AMEX Composite Index 2,528.32 0.7% 7.1% Administration and Rating platforms in the UK General Insurance market S&P 500 2,391.17 1.2% 14.9% Coupa Software Acquires Trade Extensions Tradeext for $45M • Acquisition bolsters Coupa's sourcing functionality for manufacturers and Russell 2000 Index 1,399.36 1.0% 22.7% retailers and yields customer relationships across Europe, Asia, and the US Euro / USD 0.9171 (1.9%) 5.6% Nets Oy Acquires OP Financial Group, Merchant Acquiring for $32M • Nets will benefit from OP's strong brand recognition among merchants in Japanese Yen / USD 112.1000 0.5% 5.2% Finland while providing OP merchants with wider range of payment solutions British Pound / USD 0.7739 (3.1%) 13.5% StatPro Group Acquires UBS Delta for $14M Bitcoin / USD 1,471.5500 36.6% 222.9% • UBS Delta will enable StatPro to extend its risk and performance analytics service from the middle office to the front office of asset managers Interest Rates Insight Venture Partners Acquires Abila from Accel-KKR • Abila and Aptify to be combined with YourMembership to form Community As of Bps Change Brands, providing solutions for 13,000 associations and not-for-profits 5/2/2017 1 Month 12 Month Vantiv Acquires Paymetric, a Francisco Partners Portco Mergers and Acquisitions Mergers and • Headquartered in Atlanta, automates B2B payment workflows within U.S. Prime Rate 4.000% 399.96 50.00 enterprise systems, including SAP, Oracle, Hybris, and Salesforce U.S. Treasury - 10 years 2.296% (10.00) 42.90 HgCapital Acquires Majority Stake in MitraTech • Leading global provider of legal, risk and compliance software serving ICE LIBOR - USD - 3 Month 1.174% 2.42 53.71 multinationals and SMEs across Europe and the US Federal Funds Overnight Rate 0.920% 11.00 56.00 Ant Financial Acquires helloPay Singapore from Lazada • Acquisition follows plans for a cross-border eCommerce hub in Malaysia and Markets Indexed Prices joint venture with Emtek, Indonesia’s second largest media firm 40% Mortgage Candence (Accenture) Acquires BeesPath Russell 2000 • ClosingBridge platform extends loan origination functionality to include a 35% S&P 500 Index comm platform connecting mortgage lenders with title and settlement agent Dow Jones Industrial 30% NASDAQ Composite $75M Elevate Credit (NYSE:ELVT) IPO at $6.50 (initial range of $12 to $14) 26.5% 25% $60M China Rapid Finance (NYSE:XRF) IPO at $6.00 (range of $6 to $7) Large Cap FT Index 22.7% Snow Software - $120M led by Sumeru and Ontario Pension Board 20% 18.8% 17.1% Robinhood - $110M Series C led by DST Global at $1.3B post-money 15% 14.9% Indexed Price (%) Mobikwik - $100M round including BlackRock at $1B post-money 10% Blink Health - $90M Series B led by Eight Partners, with total raised at $165M Indexed Price Indexed Price (%) 5% Wecash - $80M Series C led by China Merchants VC and Forebright ivalua - $70M led by KKR Next Gen Tech Growth Fund 0% Equity Offerings Decisely Insurance Services - $60M led by Two Sigma Investments (5%) Nav - $38M Series B led by Experian and including CreditEase and Point72 (10%) Quovo - $10M Series B led by F-Prime and including Napier Park 2-May-16 2-Aug-16 2-Nov-16 2-Feb-17 2-May-17 Source: Capital IQ. *Historical data has been adjusted from previous versions to account for a change in the data source to accurately reflect the comparison of current and historical periods Note: Large Cap FT Index considers all public companies covered in this newsletter that have a market capitalization of over $300M as of the publication date Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., member NYSE/FINRA/SIPC ("KBCMI"), and KeyBank National Association ("KeyBank N.A."), are marketed. Pacific Crest Securities is a division of KBCMI. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities representatives, who may also be employees of KeyBank N.A. Banking products and services are offered by KeyBank N.A. This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities. This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation, or particular needs of any individual person or entity. 1 Sector Focus: Recent Core Bank and Bank Software Transactions • FIS inherited Ambit Private Banking via its 2015 acquisition of SunGard. Ambit Private Banking was one of a myriad of purchases made by SunGard. Its flagship core banking system has around 40 users, predominantly in Switzerland. The vendor had over the years attempted to enter other markets (such as the UK, for example) but failed to gain any significant international presence • Later in 2015, FIS divested SunGard’s other core banking software business, Ambit Core Bank (fka System Access), to a rival core banking system developer in Singapore, Silverlake Axis, for $12M (SunGard had purchased System Access less than ten years prior for $120M) • Founded in 2001, Switzerland-based New Access specializes in front-end solutions for the private banking industry and its 70 employees serve 120+ banks in 20 countries. With this acquisition, New April 10, 2017 Access has gained a suite of products for core banking (system fka as Apsys), analysis and control, • Financial terms undisclosed client and market management, fund accounting, and alternative investments • With 2K+ employees, Avaloq serves 150+ banks and wealth managers worldwide and generated $524M in revenue in 2016 (a 10% increase from 2015) • The Company has largely completed a transformation from a pure software company to an integrated service provider and faces growing demand for digital banking, outsourcing, and SaaS solutions • Transaction (with a 7 year investment horizon) is the first step towards a potential public listing and allows the firm to rebalance its shareholding structure March 22, 2017 • Chairman and CEO Francisco Fernandez will retain a ~28% shareholding, and management and • 35% stake acquired for employees will retain an additional ~27% shareholding $303M at $866M EV • Concurrent with the transaction, Avaloq is creating a European Advisory Board to support the • 1.6x LTM Revenue company’s strategic initiatives with current and former C-suite executives representing Swiss Re, • 10.5x LTM EBITDA LCH.Clearnet, Cassa Lombarda Bank, Santander Italy, Deutsche Bank, BMW, and Banco Santander • The combined company will have a global reach, combining D+H’s strong presence in North America with Misys’ scale across Europe, Asia, and the Middle East • The new global fintech powerhouse is expected to have approximately $2.2B in revenues, ~10K employees and, 9K+ customers across 130 countries • Vista Equity Partners, parent of Misys, will acquire all of the outstanding shares of DH Corporation for CAD 25.50 per share in cash at an 11% premium above prior day closing price and 36% above March 13, 2017 closing price on December 5th when reports surfaced that DH was exploring strategic alternatives • $3.5B EV • Hedge fund Elliott Management’s PE unit, Evergreen Coast Capital, is helping to finance the • 2.8x LTM Revenue transaction by providing preferred equity • 14.6x LTM EBITDA • The transaction follows Misys’ post-Brexit retraction of a potential public offering in London • Founded in 2007 and headquartered in Sydney, Australia with 150 employees, Rubik serves 930+ clients and 23K+ end users across Asia and the Middle East with its banking, wealth management and mortgage brokerage software • ~70% of the ASX listed entity’s revenue is recurring from SaaS solutions • Temenos, which has a longstanding partnership with Rubik dating back nearly 10 years, views the acquisition as a platform for growth in the Australian and wealth management market. In the past, Rubik has also employed Temenos solutions for its Model Bank and digital front-end platform February 14, 2017 • Post-acquisition, Temenos will be able to offer a complete vertically integrated solution for the • $59M EV Australian banking market, enabling clients to effectively realize their digital ambitions • 1.9x LTM Revenue • Online Banking Solutions (OBS) was founded in 2002 and is headquartered in Atlanta, GA with about 40 employees. It offers secure online business banking services to financial institutions • Among its products