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Financial Technology April INVESTMENT BANKINGSTRATEGICAND ADVISORY TO www.MarlinLLC.com

2016 AND INFORMATIONAND SERVICES

INDUSTRIES THE FINANCIALTHETECHNOLOGY E T A D T P E U K R A M y g o l o n h c l Te a i c n a n i F © Marlin & Associates Holdings LLC, All All ReservedRight LLC,Holdings Associates & Marlin©

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DEAR CLIENTS AND FRIENDS, Fintech: It’s changing everything – Welcome to M&A’s April Fintech Market Update It’s a busy time for fintech dealmakers. Not only are people investing in disruptive fintech companies in the US and the UK, but entrepreneurs with new approaches in China, Germany, Sweden, Singapore, India and a dozen other countries are also seeing massive action. We’ve always taken a global approach to advising clients and this week we were pleased that the M&A Advisor named us as the Boutique Investment Bank of the Year at their 8th Annual International M&A Awards fete. More on that HERE.

Disruptive fintech this year has broken out around the world in at least a dozen sectors. It’s no longer just about the many firms trying to disrupt the way consumers pay for goods and services - although that sector certainly is seeing a lot of action. Investors and strategics are looking for the best Blockchain based companies that can bring efficiency to the exchange of data, assets, and currencies in a wide range of b2b transactions; they are picking up firms that are using SaaS, the cloud and other newer technologies to disrupt the way wealth managers, brokers, and others manage retirement accounts and other investable assets. They are seeking ways to bring new levels of convenience to a wide range of human resource services such as benefits management and payroll services and to offer better ways for companies to manage cash flow, or to lend or borrow money in amounts large and small.

It’s a challenging time too – not only for the old guard, but also for the many firms trying to stand out in a crowded marketplace. Some have what it takes to succeed. Some had it – and got passed. Some companies should not be businesses, not even products really – they should be features of a product. But for the few that have what it takes and can continue to build on it, these are heady times.

The report that follows is intended to bring a focus to the m&a values and trends in the seven discreet sectors of the fintech industry that we have followed and sometimes led for more than 14 years. Read on for details on many of the more notable recent transactions.

• Deutsche Börse (Eschborn, Germany) and the London Stock Exchange (London, United Kingdom) agreed to merge in an all-stock deal for $30bn; • Broadridge (NYSE:BR) has made a strategic investment and entered into a referral, sales and marketing alliance with LiquidX for an undisclosed sum; • Markit (NYSE:MRKT) agreed to merge with IHS (NYSE:IHS), implying an enterprise value of $6.2bn for Markit and valuing Markit at an implied 5.6x 2015 revenue and 12.4x 2015 adjusted EBITDA; • Nasdaq (NASDAQ:NDAQ) agreed to acquire the International Securities Exchange (ISE) for $1.1bn from Deutsche Börse; • FinTech Acquisition Corp. (NASDAQ:FNTC) agreed to acquire CardConnect through a reverse merger transaction for $438mm.

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

Kenneth B. Marlin www.MarlinLLC.com

Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data, and related services. The firm is based in New York City, with offices in San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been the recipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information- technology transactions. APRIL 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 APRIL 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 twice to Dealer’s Digest and • VP Business Development at FactSet recently M&A Advisor’s “40-Under-40” • M&A attorney of Skadden, Arps, Slate, • Founded Marlin & Associates with Ken Meagher and Flom Marlin • CFO of JCF Group • Formerly at Veronis Suhler Stevenson, • MBA from Columbia Business School Morgan Stanley, and American • J.D. from Fordham Law School International Group • CFA Charterholder • BS from Binghamton University Jason Panzer Michael Maxworthy

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

Paul Friday Afsaneh Naimollah

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

• 25+ years of investment banking/ strategic consulting • 10+ years on Wall Street • Co-founder of MarketResearch.com • Winner of M&A Advisor’s 2016 • Advisor at Dun & Bradstreet, R.R. Emerging Leaders Award • Donnelly & Sons, and BDM • Previously at Scotia Capital's Equity • Executive positions in Washington Research • Post’s Legislate subsidiary and • Previously at Bear Stearns and Thomson Finacials’ legal research J.P. Morgan business • BSBA from Villanova University • National Defense Education Fellow • CFA Charterholder George Beckerman at New York University’s Graduate Jeffrey Trongone School of Public Administration APRIL 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. APRIL 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) • Middle Market Financial Services Deal of the Year (2008) Boutique • 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 APRIL 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. APRIL 2016

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

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

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

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

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

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

from

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

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

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

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

Invictus Financial Inc.

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

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

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

Upcoming 2016 Events:

Date Conference Location Website

Apr. 19-21, 2016 TRANSACT16 TRANSACT16 is an event for payments technology, produced by the Electronic Transactions Association, the Las Vegas, NV Details world’s largest payments industry trade group. Marlin’s own Paul Friday will be a panel judge of the Payments Pitch-Off Competition .

Apr. 21, 2016 Fintech Exchange 2016 FinTech Exchange highlights the latest in financial Chicago, IL Details technology for financial markets and trading firms. The engaging, half-day event, organized focuses on the latest technologies used by firms involved in trading software, analytics, market data distribution and cloud computing.

Apr. 26, 2016 Empire Startups Fintech Conference Hear from those forging new trails in payments, real- New York, NY Details estate, lending, insurance tech, and more. In addition to attracting hundreds of FinTech entrepreneurs, this NewYork conference also plays host to the investors and service providers that help accelerate startups.

Apr. 26 - 28, 2016 Collision Collision is “America’s fastest growing tech conference” New Orleans, LA Details created by the team behind Web Summit. Collision has 7,500 attendees from more than 50 countries. Attendees include CEOs of startups and the world’s largest companies, alongside leading investors and media.

May 2 - 4, 2016 Consensus 2016 This is CoinDesk’s 2nd annual blockchain technology New York, NY Details summit. The multi-day event will define what is “real” in blockchain technology and focus on how to mainstream real-world applications for consumers and enterprises alike.

FinovateSpring 2016 May 10 - 11, 2016 Presenters at Finovate events run the gamut of financial technology. Some areas that have been covered at past Finovate events are debit rewards, alternative payments, San Jose, CA Details 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.

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

APRIL 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

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. APRIL 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 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-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 23,758 27,759 5.3x 5.0x 17.3x 14.4x 4% 6% 31% 35% FIS 18,942 29,855 4.5x 3.2x 17.7x 10.3x 3% 43% 26% 31% Jack Henry & Associates 6,746 6,791 5.2x 4.9x 14.9x 14.1x 6% 6% 35% 35% Oracle Financial Services 4,536 4,154 6.8x 5.9x 16.4x 13.4x 5% 16% 42% 44% Temenos 3,887 4,153 7.7x 6.8x 35.1x 17.9x 16% 12% 22% 38% Ellie Mae 2,806 2,727 10.7x 8.5x 56.8x 29.3x 57% 26% 19% 29% ACI Worldw ide 2,498 3,371 3.2x 3.4x 19.3x 13.0x 3% (4%) 17% 26% Bottomline Technologies 1,152 1,187 3.5x 3.3x 27.7x 15.4x 4% 8% 13% 21% Q2 Holdings 932 821 7.5x 5.6x nm nm 38% 34% na na Polaris Consulting & Services 293 257 0.9x 0.8x 7.3x 5.8x 0% 7% 12% 14% Sw ord Group 257 214 1.4x 1.1x 9.4x 7.5x 18% 20% 15% 15% Microgen 156 149 3.3x 3.1x 12.3x 11.8x 7% 7% 27% 26% Gresham Computing 91 84 4.0x 3.5x 29.7x 15.5x 16% 14% 14% 23% Trim Mean 3,837 4,689 4.8x 4.2x 20.0x 13.3x 11% 14% 22% 28% Median 2,498 2,727 4.5x 3.5x 17.5x 13.8x 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

Open Lending (Austin, TX) raises $40mm in a round of funding from new investor Bregal Sagemount. Bregal secured a significant minority position in the transaction. 3/22/16 Open Lending provides analytics, risk modeling, and decision support services for automotive lenders.

Equiniti (LSE:EQN) acquires KYCNet for an undisclosed sum. KYCNet provides 3/8/16 software and services supporting banks and other financial institutions in compliance with know-your-customer (KYC) regulations.

BBVA (BME:BBVA) acquires Holvi for an undisclosed sum. Holvi provides online current accounts and services for small businesses. This is BBVA’s third online- 3/7/16 banking deal in recent years, following the acquisition of Simple in 2014 and investment in Atom Bank in 2015.

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 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. 10 APRIL 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 200

4.0x 18x 170

3.5x 16x 140

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

2.0x 10x 80 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-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 7,236 7,685 2.7x 2.6x 12.9x 11.9x 7% 6% 21% 22% Markit 6,649 7,351 6.6x 6.1x 18.7x 13.9x 5% 9% 35% 44% SS&C Technologies 6,466 8,783 8.8x 5.9x 26.6x 13.4x 30% 50% 33% 44% Computershare 4,153 5,519 2.8x 2.9x 9.3x 10.8x (3%) (1%) 31% 27% DST 3,947 4,122 2.0x 2.0x 10.2x 8.8x (1%) 5% 20% 22% SimCorp 1,881 1,834 5.8x 5.6x 22.0x 23.3x 15% 4% 26% 24% IRESS 1,424 1,564 5.6x 5.1x 22.6x 16.5x 10% 11% 25% 31% Fidessa group 1,337 1,226 2.9x 2.8x 17.2x 10.8x 7% 4% 17% 26% Envestnet 1,142 1,391 3.3x 2.4x 27.5x 14.4x 21% 38% 12% 17% First Derivatives 524 538 3.7x 3.2x 18.9x 15.7x 32% 16% 20% 20% Linedata Services 318 318 1.6x 1.6x 6.6x 6.0x 9% 2% 25% 26% Cinnober 87 80 2.2x 1.8x 32.8x 29.5x 10% 21% 7% 6% StatPro Group 72 70 1.6x 1.4x 6.6x 10.5x (6%) 14% 25% 14% Brady 64 55 1.4x 1.3x 30.7x 8.4x (12%) 11% 5% 15% Lombard Risk Management 51 47 1.4x 1.3x 7.1x 5.7x 4% 9% 21% 23% Trim Mean 2,159 2,442 3.3x 3.0x 17.7x 12.6x 8% 12% 22% 24% Median 1,337 1,391 2.8x 2.6x 18.7x 11.9x 7% 9% 21% 23%

Recent Activity

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

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

Broadridge (NYSE:BR) has made a strategic investment and entered into a referral, sales and marketing alliance with LiquidX for an undisclosed sum. LiquidX is a 3/21/16 provider of an electronic exchange platform for global trade finance. This collaboration will enable Broadridge to connect corporate treasury and finance professionals with the capital markets and trading desks of its large network.

Pico Quantitative Trading (New York, NY) acquires AlgoSpan for an undisclosed sum. AlgoSpan is a specialist market infrastructure provider. The acquisition will help 3/1/16 accelerate Pico's EMEA infrastructure build out and solution development and provide clients with faster European availability of Pico’s managed services.

APRIL 2016 Data & Analytics – Financial Services

Public Market Data

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

6.0x 18x 240

16x 200 5.0x

14x 160

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

3.0x 10x 80 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-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 31,012 39,088 3.2x 3.3x 15.1x 12.1x (3%) (4%) 21% 28% McGraw Hill Financial 26,932 30,025 5.7x 5.3x 13.6x 12.5x 5% 7% 42% 42% Moody's 19,331 20,703 5.9x 5.7x 13.0x 12.6x 5% 4% 46% 46% Experian 16,300 19,649 4.2x 4.4x 10.9x 12.7x (5%) (4%) 38% 35% Equifax 13,795 14,936 5.6x 4.9x 16.3x 13.8x 9% 14% 34% 36% Verisk Analytics 13,792 16,818 8.1x 7.2x 17.8x 15.4x 18% 13% 46% 47% MSCI 7,674 8,476 7.9x 7.4x 17.6x 16.0x 8% 6% 45% 46% FactSet Research Systems 6,294 6,396 6.2x 5.5x 17.2x 15.3x 10% 12% 36% 36% CoStar Group 6,075 6,008 8.4x 7.2x 65.7x 26.5x 24% 18% 13% 27% Morningstar 3,875 3,634 4.6x 4.5x 14.3x 13.9x 4% 3% 32% 32% Dun & Bradstreet 3,752 5,222 3.2x 3.0x 12.2x 10.3x 3% 5% 26% 29% FICO 3,441 3,969 4.7x 4.5x 20.4x 19.0x 7% 4% 23% 24% CoreLogic 3,116 4,293 2.8x 2.3x 13.3x 9.0x 9% 21% 21% 26% Trim Mean 11,024 12,409 5.4x 5.0x 15.5x 14.0x 7% 8% 33% 35% Median 7,674 8,476 5.6x 4.9x 15.1x 13.8x 7% 6% 34% 35%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Morningstar (NASDAQ:MORN) acquires RequiSight (dba RightPond) for an undisclosed sum. RightPond provides business intelligence data and analytics on 3/31/16 defined contribution and defined benefit plans for financial services firms. Morningstar plans to integrate RightPond into Morningstar Data and Morningstar DirectSM, the company’s cloud-based investment analysis platform for institutions and advisors. Markit (NYSE:MRKT) agrees to merge with IHS implying an enterprise value of $6.2bn for Markit and valuing Markit at an implied 5.6x 2015 revenue 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. Intercontinental Exchange (NYSE:ICE) agrees to acquire Standard & Poor’s Securities Evaluations (SPSE) and Credit Market Analysis (CMA) assets from 3/1/16 Securities Evaluations & McGraw Hill Financial. SPSE and CMA are two assets under the S&P Global Market Credit Market Analysis Intelligence business unit. SPSE provides fixed income evaluated pricing and CMA assets provides independent data for over-the-counter markets.

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 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-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 3,999 3,408 8.6x 7.9x nm 40.7x 7% 9% 5% 19% Ebix 1,384 1,532 5.8x 5.4x 15.7x 14.0x 24% 6% 37% 39% CorVel 783 756 1.5x nm 11.8x nm 1% na 13% na Sapiens 593 532 2.9x 2.5x 18.6x 15.6x 18% 13% 15% 16% msg life 97 75 0.6x 0.6x 7.9x 6.2x 4% 4% 8% 10% Connecture 58 101 1.1x 1.0x 17.6x 8.3x 13% 9% 6% 12% Trim Mean 714 730 2.8x 3.0x 15.0x 12.6x 10% 8% 11% 16% Median 688 644 2.2x 2.5x 15.7x 14.0x 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

Guidewire Software (NYSE:GWRE) agrees to acquire EagleEye Analytics for $42mm. EagleEye Analytics provides predictive analytics tools to the property & casualty 3/29/16 insurance market. The acquisition will allow Guidewire to enhance its data & analytics offerings. EagleEye will be rebranded as Guidewire Predictive Analytics.

Next Insurance (Palo Alto, CA) raises $13mm in a seed round of funding led by new investor Zeev Ventures, and including other new investors Ribbit Capital and TLV 3/15/16 Zeev Ventures Partners. Next Insurance is developing an insurance sales platform focused on the small business market. It expects to launch this spring.

Moody’s (NYSE:MCO) acquires GGY for an undisclosed sum. GGY provides AXIS, an actuarial software tool used by life insurers and reinsurers for pricing, modeling, 3/1/16 GGY and other calculations. The addition of GGY will help Moody’s extend its Moody’s Analytics offerings in the insurance space.

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 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-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 48,462 45,051 4.9x 4.2x 23.1x 15.9x 15% 15% 21% 27% FleetCor Technologies 14,024 16,438 9.7x 9.3x 19.4x 16.9x 42% 3% 50% 55% Vantiv 10,710 13,894 8.3x 7.6x 19.5x 15.7x 19% 10% 43% 49% Western Union 9,913 11,771 2.1x 2.2x 8.5x 8.6x (2%) (0%) 25% 25% Total System Services 8,952 9,923 3.6x 3.4x 14.9x 10.8x 14% 6% 24% 31% Global Payments 8,492 10,232 3.6x 4.5x 16.6x 14.7x 6% (20%) 22% 31% Wirecard 4,873 4,015 4.6x 3.5x 15.6x 11.8x 23% 30% 29% 30% Euronet Worldw ide 4,080 4,048 2.3x 2.1x 14.7x 11.7x 6% 10% 16% 18% WEX 3,271 4,200 4.9x 4.8x 14.1x 13.4x 27% 2% 35% 36% Blackhaw k Netw ork Holdings 1,982 1,437 0.8x 0.7x 8.9x 6.4x 25% 16% 9% 11% EVERTEC 1,066 1,690 4.5x 4.5x 10.1x 9.3x 3% 1% 45% 48% PayPoint 732 664 2.1x 2.1x 8.4x 7.9x 2% 4% 25% 26% Cass Information Systems 595 342 2.8x nm 9.7x nm 2% na 29% na SafeCharge 558 444 4.4x 3.7x 15.6x 11.9x 30% 20% 29% 31% Moneygram International 379 1,341 0.9x 0.9x 8.1x 5.1x (1%) 8% 12% 17%

Trim Mean 5,327 6,161 3.8x 3.6x 13.5x 11.5x 13% 8% 27% 31% Median 4,080 4,048 3.6x 3.6x 14.7x 11.8x 14% 7% 25% 30%

[1] SafeCharge (SCH) added to the index as of IPO 4/1/14. PayPal (PYPL) added to the index as of IPO 7/20/15

Recent Activity

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

Global Blue (Nyon, Switzerland) agrees to acquire Currency Select from Travelex for 3/29/16 A$65mm (~$50mm). Currency Select offers dynamic currency conversion and multi- currency processing for ATMs, POS terminals, and eCommerce channels.

FleetCor Technologies (NYSE:FLT) agrees to acquire Serviços e Tecnologia de Pagamentos (“STP”) for BRL 4.1bn (~$1.1bn). STP operates electronic toll collection 3/15/16 systems through agreements with highway concessionaires and parking lots in Brazil. STP has approximately 90% market share in Brazil.

FinTech Acquisition Corp. (NASDAQ:FNTC) agrees to acquire CardConnect through a reverse merger transaction for $438mm. FinTech Acquisition Corp is a SPAC with 3/7/16 FinTech Acquisition Corp. no significant operations. CardConnect enables businesses to accept payments and provides security technology to tokenize credit card information.

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 / EBITDAEV EV / Revenue EV 100

4.0x 6x 80 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-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 32,489 32,966 9.9x 9.1x 14.8x 13.0x 7% 9% 67% 70% Hong Kong Exchange 29,639 28,311 17.1x 18.1x 23.9x 25.6x 31% (5%) 71% 70% IntercontinentalExchange (ICE) 27,982 34,701 10.4x 7.6x 16.3x 12.6x 8% 37% 64% 60% Deutsche Börse Group 16,112 19,275 6.1x 6.4x 15.1x 12.1x 16% (5%) 41% 53% London Stock Exchange (LSE) 14,089 15,697 7.2x 7.2x 18.3x 14.7x 19% 1% 40% 49% The Nasdaq OMX Group 11,212 13,168 6.9x 5.9x 12.0x 11.5x 13% 17% 58% 51% BM&F Bovespa 7,482 6,616 10.6x 9.8x 16.2x 15.0x 9% 8% 65% 66% Singapore Exchange (SGX) 6,298 5,761 9.4x 9.3x 17.4x 16.7x 18% 1% 54% 56% Australian Exchange (ASX) 6,035 5,250 9.7x 9.2x na 12.0x 9% 5% na 76% CBOE 5,380 5,265 8.3x 7.8x 14.4x 13.5x 3% 6% 58% 58% TMX Group 1,938 2,558 4.4x 4.6x 8.7x 9.9x (4%) (4%) 50% 46% Trim Mean 13,803 14,701 8.7x 8.0x 15.6x 13.5x 11% 4% 57% 59% Median 11,212 13,168 9.4x 7.8x 15.6x 13.0x 9% 5% 58% 58%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Deutsche Börse (Eschborn, Germany) and the London Stock Exchange (London, United Kingdom) have agreed to merge in an all-stock deal for $30bn. The transaction 3/16/16 would unite two of the biggest European exchange operators and would create one better able to compete globally for stock listings, as a provider of clearing services and as a purveyor of market data. Nasdaq (NASDAQ:NDAQ) agrees to acquire the International Securities Exchange (ISE) for $1.1bn from 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 fiercely competitive industry that has been growing faster 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 gives J.C. Flowers two exchanges that have battled for (Australian and Japanese more than four years to grab market share from 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 / EBITDAEV EV / Revenue EV 2.0x 10x

1.0x 6x 60 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Apr-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 37,267 5.9x 5.1x 16.9x 11.8x 10% 5% 35% 35% TD Ameritrade 17,026 5.3x 4.9x 13.3x 10.5x 11% 1% 41% 40% E*TRADE 7,223 3.9x 3.7x 12.0x 8.4x 12% 4% 29% 33% MarketAxess 4,698 15.5x 13.7x 31.8x 24.9x 10% 16% 45% 49% ICAP 4,431 2.4x 2.6x 11.8x 11.5x (10%) 5% 13% 20% IG Group 4,149 6.6x 6.3x 16.3x 13.1x 2% 4% 47% 41% LendingClub 3,342 7.8x 4.6x nm 24.2x 115% 104% na na BGC Partners 2,621 1.0x 0.9x nm 4.7x 3% 43% na na Interactive Brokers Group 2,552 1.9x 1.6x 4.3x 2.5x 5% 13% 42% 43% Tullett Prebon 1,211 1.1x 1.1x 9.4x 8.1x (13%) 13% 10% 12% Investment Technology Group 759 1.2x 1.4x 6.3x 10.7x 6% 14% 12% 19% Monex Group 757 1.7x 1.6x 11.8x nm (15%) 16% 12% 14% On Deck Capital 545 3.0x 1.7x nm 45.4x 141% 99% na na FXCM 543 2.5x 2.5x 12.8x 11.1x (4%) (36%) 6% 19% BinckBank 541 2.4x 3.0x 12.1x nm (6%) 1% 19% 20% GAIN Capital 324 0.8x 0.8x 7.9x 3.3x 34% 17% 15% 10% Trim Mean 3,600 3.3x 2.9x 11.9x 11.9x 12% 18% 25% 27% Median 2,586 2.5x 2.5x 12.0x 10.9x 5% 13% 19% 20%

Recent Activity

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

State Street Global Advisors (Boston, MA) agrees to acquire GE Asset Management 3/29/16 from GE for $485mm. The transaction is expected to increase State Street’s AUM by approximately $100bn and to be accretive in the twelve months post-closing.

BATS Global Markets (Lenexa, KS) agrees to acquire ETF.com. ETF.com provides 3/15/16 news, analysis, and data about exchange-traded funds to investors and advisors.

OANDA (New York, NY) acquires all the foreign exchange trading accounts of IBFX 2/24/16 for an undisclosed sum. IBFX is known as TradeStation Forex. The announcement comes shortly after IBFX announced its intent to exit the forex dealer business.

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 APRIL 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 APRIL 2016

CASE STUDIES: Markit Group Acquires Information Mosaic

Information Mosaic Ltd. is a Dublin, Ireland based market-leading provider of enterprise software for processing financial securities transactions on a global basis. The company combines enterprise technology with deep domain expertise to help some of the world’s largest global financial institutions reduce the risk and cost associated with high-volume

Dublin, Ireland and complex securities processing; improve operational efficiency; and increase the

quality of customer service. Over the years, the company extended its product line, has been acquired by expanded operations to the UK, India, Malaysia, Singapore and the US; and added as customers some of the world’s largest financial services companies. Along the way, they raised expansion capital from a number of sources including SEB (Skandinaviska Enskilda Banken AB), the large Swedish financial group, which acquired majority control.

London, United Kingdom

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

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

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

Overview of Transaction of Overview

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

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

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