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May 2018 Financial Technology MARKET UPDATE M&AMARLIN & ASSOCIATES INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES New York Washington, D.C. Toronto Financial Technology Financial www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved DEAR CLIENTS AND FRIENDS, Not Your Father’s Stock Exchange: Our May 2018 Fintech Market Update Dear Clients and Friends, Our latest Fintech m&a report can be found below. It highlights m&a trends and transactions in the seven segments of the Fintech world that we follow and sometimes lead. One of those sectors is made up of firms that facilitate the trading, settling and clearing of securities trades - “Securities Exchanges”. As you will see on Page 15 enterprise-value-to-revenue multiples in this segment are among the strongest of any segment we follow. The average company on the S&P 500 trades at around 2.2x revenue. Canada’s TMX Group trades at about 6.7x 2018E revenue; NASDAQ trades at about 7.3x; LSE is at 7.9x; and ICE trades at 10.0x 2018 revenue. Why such high multiples for a segment that “everyone” says is commoditized – in which “everyone” says margins are being squeezed towards zero? Three reasons: First, modern securities exchanges are financial technology companies with high levels of “recurring revenue”. Nearly 90% of trades are executed automatically by robots (“algorithms”) and most of the rest is electronic. As the NY Times says: “…robots have been marching into Wall Street for years. That’s especially the case in stock trading…” Firms like this can have high profit margins. Second, modern security exchanges are leveraging their brand and expertise to become information technology companies. NASDAQ’s recent $705M acquisition of eVestment is an example – bringing in a content and analytics provider used by asset managers, consultants and asset owners to facilitate institutional investment decisions. In that same vein, LSE recently bought The Yield Book - Citi’s bond and data and indexes business for around $685M. And then there is ICE’s series of acquisitions including its $5.2bn purchase of Interactive Data. Third, in spite of the common wisdom, the combination of tech and brand leverage has made most securities exchanges quite profitable – and in that context, their values look much more reasonable. The average information technology company in the S&P 500 trades at just under 15x LTM EBITDA. NASDAQ with 51% EBITDA margins trades at 14.2x 2018E EBITDA; LSE, with 53% margins, trades at 15.0x; TMX, with 57% EBITDA, trades at 11.6x; ICE, with a whopping 63% EBITDA margin trades at 15.7x 2018E EBITDA. The key to the future for securities exchanges – and for much of Fintech - is more use of modern technology to bring efficiency to their customers; more focus on value-added information content and analytics aimed at helping their core market make better decisions; and a constant push to increasing profitability – especially as top-line growth slows. If the exchanges – and other Fintech firms can keep pulling it off they will continue to be the highly valued businesses we see today. A few recent interesting fintech transactions include: • Francisco Partners (San Francisco, CA) agreed to acquire • Revolut (London, United Kingdom) raised $250mm in a Series VeriFone (NYSE:PAY) for $2.6bn, implying an enterprise value C round of funding led by new investor DST Global, and of $3.3bn and valuing the company at an implied 1.8x LTM including existing investors Index Ventures and Ribbit Capital, revenue and 14.6x LTM EBITDA, • OnDeck (New York, NY) raised $100mm in a debt funding • TransUnion (NYSE:TRU) agreed to acquire Callcredit round from undisclosed investors. Information Group for £1bn (~$1.4bn), Please see our May Fintech M&A Update below. Sincerely, Kenneth B. Marlin | Managing Partner Marlin & Associates | www.marlinllc.com Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data, and related services. The firm is based in New York City, with offices in 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 2018 MARLIN & ASSOCIATES: FINTECH MARKET UPDATE 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 2018 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 • Twice named to II’s Tech 50 Chief Operating Officer of M&A • Member Market Data Hall of Fame • 20+ years of M&A experience advising • MD Veronis Suhler Stevenson technology and PE firms, globally • CEO of Telesphere Corporation • VP Business Development at FactSet • CEO of Telekurs (NA) • M&A attorney of Skadden, Arps, Slate, • EVP Bridge Information systems Meagher and Flom • SVP at Dun & Bradstreet • CFO of JCF Group • BA from the University of California (Irvine) • MBA from Columbia Business School • MBA from UCLA, post-MBA from New • J.D. from Fordham Law School Ken Marlin York University • CFA Charterholder Jason Panzer • 18+ years of investment banking and • 18+ years of M&A experience private equity experience • VP of Business Development at • Named twice to Dealer’s Digest and SunGard recently M&A Advisor’s “40-Under-40” • Founder of software company sold to • Founded Marlin & Associates with Ken SunGard Marlin • Started career designing trading software • Formerly at Veronis Suhler Stevenson, for TD Bank Morgan Stanley, and American • BaSC, Engineering from University of International Group Toronto • BS from Binghamton University Michael Maxworthy Tom Selby Tom Selby • 18+ years of investment banking • 10+ years of technology investment experience banking experience • Formerly at Lehman Brothers, Bear • Experience working with both large Stearns and Houlihan Lokey corporations and entrepreneurial • MBA, University of Virginia (Darden); technology-based companies BS, Birla Institute of Technology & • Formerly at BNPParibas, Science • MBA, NYU Stern, MS from CentraleSupelec Anup Agarwal Sam Levy "The Marlin & Associates team was a highly valued player in completing our transaction. Their professional expertise and commitment to the process, preparation, positioning, presentation, and leadership got us to the finish line. They’re smart, available whenever needed, and bring the work ethic to get the deal done.” Roman Brunner CEO, QuoVadis Note: Not a complete list MAY 2018 OUR FOUNDING PARTNER HAS FOUR TIMES BEEN RECOGNIZED AS ONE OF THE MOST INFLUENTIAL PEOPLE IN FINANCIAL TECHNOLOGY “Deal making is as integral to the evolution of the financial technology industry as 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 and 2016, Institutional Investor named Ken one of the “35 Most Powerful Dealmakers of 2016” . 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 2018 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, 2017) – Acquisition International The M&A Advisor and The M&A Forum have recognized Marlin & Associates for excellence in multiple deal categories including: • Cross-Border Deal of the Year (2017)* • Cross-Border Boutique Investment Banking Firm of the Year (2016)* TMT Advisory Firm of the Year (2016) • Boutique Investment