Financial Technology (Fintech) M&A Update

Financial Technology (FinTech) M&A Update

October 2017

1 Market Overview

The financial technology (FinTech) sector continues to see a number of new companies enter the market and challenge established market players with new and innovative solutions. This in turn is driving significant investment in TABLE OF CONTENTS: the sector. M&A activity continues to remain robust for later stage FinTech players. Start-ups focused on new payment solutions and peer-to-peer (P2P) lending • M&A Trends in particular are challenging financial institutions’ existing business models. Valuations for Payment Services companies have increased the most since • Case Study our Q2 report, followed by Bank Technology providers, while Financial Systems Software and Payment Processers valuations have decreased. • Valuation Trends • Public Comparables • Recent Transactions KEY CONCLUSIONS FROM THIS REPORT

• Changing consumer behaviors continue to drive technological advancements that are reshaping the financial services industry. CONTACTS: The unrelenting development of mobile devices, modern methods of data analysis (big data), social media and the migration of data David Francione into the Cloud have created opportunities for new FinTech compa- Managing Director nies looking to complement and challenge existing financial services [email protected] providers. New regulation and strict bank lending requirements have come at a time of general consumer disillusionment with traditional 617.419.2040 banking products, meaning they are willing to turn to new banking products and technologies. Gary Moon Managing Director and Head of • Investment activity in the FinTech sector continues to acceler- Technology, Media & Telecom Global FinTech investment has increased considerably in the last ate. [email protected] 18 months. A number of start-up companies in the payments and P2P lending subsectors are using these funds to accelerate growth, de- 650.515.8734 velop new products, move into new markets or expand their global presence. Brad Sportack Associate • M&A activity remains robust with over 40 FinTech M&A trans- [email protected] Innovative companies in the payments and P2P actions in Q3 2017. 781.534.3205 lending spaces have triggered significant M&A activity in the last cou- ple of years. Established market participants have targeted new gen- eration payment companies to integrate new technology and products to their offerings. New market entrants have also been active buyers in the payments and P2P lending spaces as they look to move into new markets and expand internationally. • M&A outlook is favorable. Further consolidation is likely between market participants. The growing fragmentation in the FinTech sector continues to drive M&A activity. Investor exits through sales and initial public offerings (IPOs) are also likely to increase. www.headwatersmb.com

2 CHANGING CONSUMER BEHAVIOR DRIVING TECHNOLOGICAL ADVANCEMENT

Innovations such as new payment solutions, smartphones, the Cloud, big data analytics and social media continue to create opportunities for financial services companies as they look to deliver new services to customers. These developments come at a time of general disillusionment with traditional banking products, particularly amongst young people. The U.S. Millennial Disruption Index reports that: • 33 percent of respondents believe banks will not be needed in five years’ time. • 70 percent say the way items are paid for will be totally different in five years’ time. • 73 percent would be more excited about a new offering in financial services from Google, Amazon, Apple, PayPal or Square than from their own bank. • Nearly half are counting on tech start-ups to overhaul the way banks work. For disintermediation to happen on a mass scale, much will depend on whether new financial technology can gain the trust of users and provide the same level of guarantee for financial settlement as the current financial system. This trend continues to offer new market entrants an opportunity to win significant market share. Estimates suggest between 25-35% of banking revenues are vulnerable to digital disruption within the next five years, with income from payments and lending at greater risk.

3 M&A TRENDS HEADWATERS MB FINTECH INDEX

The Headwaters MB FinTech index, which tracks a basket of the top 50 public FinTech companies by revenue, is up 25% thru September 30th compared to 20% for the Nasdaq and 12% for S&P. The Payment Services sector was up over 60%, leading our FinTech30% Index’s outperformance.

25%

20%

15%

10%

-5% Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17

S&P 500 (^SPX) - Index Value FinTech Index - 2017 - Index Value Dow Jones Industrial Average (^DJI) - Index Value NASDAQ Composite Index (^COMP) - Index Value

Top 50 FinTech companies by revenue (of those tracked by Headwaters MB index), and their relative % change in price to 0% Source: Capital IQ

U.S. M&A activity remains strong with over 40 FinTech M&A transactions in Q3 2017 and the top 7 transactions worth over $18B. Financial institutions and large technology service providers have been actively acquiring mature companies to continue to gain economies of scale or investing/partnering with disruptive technology providers of the future to bring new, more efficient ways of conducting business. Q3 2017 witnessed over 40 Fintech M&A Transactions with the top 7 worth over $18B.

Top 7 Q3 Buyers Buyer description Targets Target description

Provides electronic payment processing services to Provides payments processing technology and merchants and financial institutions in the U.S. solutions for merchant customers

Provides digital payment and transaction-related Private equity and investment advisory firms solutions to businesses and consumers

Provides cloud based participant management, and Provides payment technology services globally registration software

Provides trading, clearing, exchange technology, Provides cloud-based solutions to the institutional listing, information and public company services investing community worldwide

Develops, and markets computer software for Provides cloud-based wealth management technol- financial advisors ogy and advisory services

Provides software products and services that assist Provides forensic security solutions in the United in finding and sharing business information States, Europe, Asia

Provides software solutions and services for the Provides sales lead software and that help business mortgage campanies track performance

Source: Pitchbook

4 CASE STUDY: MHC SOFTWARE

MHC SOFTWARE HAS BEEN ACQUIRED BY O2 INVESTMENT PARTNERS

Industry Trends Automating the B2B invoice & workflow (document management) process is over a $700B industry globally, growing 10% to 20% a year. There is a tremendous amount of capital that has been invested globally in automating the B2B AP process. The invoice is at the heart of the trend to reduce or eliminate paper and improve the workflow associated with processing, managing and paying vendor invoices more efficiently via less costly electronic mediums such as ACH and VCards. MHC Software marks the second automated AP eInvoice technology transaction that Head- waters has been involved in this year. The first being Paperless based in Chile, which was acquired by Sovos, a Boston-based firm. Client Overview MHC Software is an automated AP and eInvoice solution provider to large enterprises in a variety of industries including healthcare, public sector & financial services, predominantly integrating with the Infor (Lawson) ERP eco-system. Transaction Overview The Company is privately-held based outside of Minneapolis with shareholders approaching retirement age that saw significant growth potential in the company’s current target market as well as adjacent markets. Headwaters was engaged to by the Com- pany to run a sell-side process to find a partner that would help grow the company and provide the owners liquidity. Value add Headwaters’ FinTech team found a partner who understands the industry and shares MHC’s vision. O2 shares the same long- term view of the company and sector, and will help facility MHC’s next stage of development.

“Headwaters worked tirelessly and provided us with professional well thought out guidance every step of the way to help us find the appropriate partner that shares our core values.” said John Shields, President of MHC. “Their FinTech team really understood not only our products and business model but our technology and our value differentiators that really made a difference in our process.”

5 PUBLIC COMPANY VALUATION TRENDS BY SUBSECTOR

Implied Enterprise Implied Implied Date Target/Issuer Buyers/Investors Value ($M) EV/Revenue EV/EBITDA *09/28/2017 WorkWave, LLC Industrial and Financial Systems, IFS AB (publ) na na na *09/25/2017 Folio Dynamics Inc. Envestnet, Inc. (NYSE:ENV) 195.0 na na *09/12/2017 BDNA Corporation Flexera Software LLC na na na *09/07/2017 Gambit Financial Solutions SA BNPP Asset Management France na na na *09/05/2017 eVestment Alliance, LLC Nasdaq, Inc. (NasdaqGS:NDAQ) 705 na na 09/04/2017 Valldata Services Limited The Woods Group Limited na na na *08/31/2017 Velocify, Inc. Ellie Mae, Inc. (NYSE:ELLI) 128 na na 08/22/2017 Security Card Services, LLC BluePay, Inc. na na na 08/21/2017 Dovetail Group Limited Fiserv, Inc. (NasdaqGS:FISV) na na na 08/10/2017 InSure Vision Technologies, LLC SuretyWave, LLC na na na 08/10/2017 Bidvest Merchant Services Bidvest Bank Limited na na na 08/09/2017 Data Intensity, LLC EQT Partners AB na na na 08/08/2017 Datablink Inc. WatchGuard Technologies, Inc. na na na 08/07/2017 VersionOne, Inc. CollabNet, Inc. na na na 08/03/2017 Active Network, LLC Global Payments Inc. (NYSE:GPN) 1,207 na na 07/26/2017 Guidance Software, Inc. Open Text Corporation (NasdaqGS:OTEX) 245 2.26x na *07/26/2017 VÖB-ZVD Processing GmbH, Girocard Network Operations SIX Payment Services Ltd na na na 07/25/2017 First Data Lietuva Uab and First Data Latvia Sia Worldline S.A. (ENXTPA:WLN) 85 3.17x na CVC Capital Partners Limited; The Blackstone *07/21/2017 Paysafe Group Plc (LSE:PAYS) 4,014 3.85x 15.11x Group L.P. 07/18/2017 iParse, LLC Urban FT, Inc. na na na *07/17/2017 Digital River World Payments AB Worldline S.A. (ENXTPA:WLN) na na na 07/14/2017 Spindle, Inc. (OTCPK:SPDL) - na na na 07/06/2017 Nostrum Group Limited Equiniti Group plc (LSE:EQN) na na na *07/05/2017 Worldpay Group plc (LSE:WPG) Vantiv, Inc. (NYSE:VNTV) 11,527 7.53x 19.73x 07/05/2017 Archway Technology Partners, LLC SEI Investments Co. (NasdaqGS:SEIC) 88 4.92x 24.44x 07/03/2017 ABIT GmbH Marlin Equity Partners, LLC na na na *Indicates transactions that have not closed as of 9/30/2017 Source: Capital IQ PUBLIC COMPANY SUBSECTOR VALUATION TRENDS BANK TECHNOLOGY

The mean revenue multiples for Bank Technology 25.0x 23.7x5.6x 6 Providers have increased 30% over the last 5 years 5.0x from 4.3x to 5.6x and have increased from 5.0x to 20.0x 4.6x 5 5.6x over the past 12 months. 17.0x 4.3x 15.3x 15.2x 4 The mean EBITDA multiples have increased by 56% 15.0x over the same period from 12.2x to 23.7x and have 3 increased from 17.0x to 23.7x over the past 12 months. 10.0x 2 The mean EBITDA multiple increased by 12% and the 5.0x mean revenue multiple increased by over 10% from 1 our Q2 report. 0.0x 0 LTM 1 yr. 3 yr. 5 yr. Source: Capital IQ EV / Revenue EV / EBITDA 6 FINANCIAL SYSTEMS SOFTWARE

The mean revenue multiples for Financial Systems 35.0x 4.8x 32.5x 5 29.6x Software increased by 17%, from 4.1x to 4.8x over the 30.0x 27.5x 4.8 26.0x 4.6x last 5 years, increasing from 4.6x to 5.8x over the past 4.5x 12 months. 25.0x 4.6 20.0x 4.4 The mean EBITDA multiples decreased by 5% from 27.5x to 26.0x over the same 5 year period 15.0x 4.1x 4.2 and decreased from 32.5x to 26.0x over the past 12 10.0x 4 months. 5.0x 3.8 The mean EBITDA multiple decreased by 20%, the biggest decline in our FinTech coverage and the 0.0x 3.6 mean revenue multiple increased by about 3% from LTM 1 yr. 3 yr. 5 yr. our Q2 report. EV / Revenue EV / EBITDA

RISK MANAGEMENT PROVIDERS

The mean revenue multiples for Risk Management 60.0x 5.0x 5.1 Providers have increased 4% over the last 5 years 50.8x 5 50.0x 45.6x from 4.8x to 5.0x and increased from 4.5x to 5.0x 4.8x 4.9 over the last 12 months. 40.0x 4.8 4.7x 4.7 The mean EBITDA multiples have decreased by 50% 30.0x 4.6 over the same period from 45.6x to 23.1x and have 23.1x 4.5x 17.5x 4.5 increased from 17.5x to 23.1x over the past 12 months. 20.0x 4.4 The mean EBITDA multiple increased by 1.6% and 10.0x 4.3 the mean revenue multiple increased by over 6.3% 4.2 from our Q2 report. 0.0x 4.1 LTM 1 yr. 3 yr. 5 yr. EV / Revenue EV / EBITDA

INVESTMENT RESEARCH DATA

26.0x 25.7x 25.8x 5.7 The mean revenue multiples for Investment Re- 5.6x search Data providers increased by 4%, from 5.4x to 25.5x 5.6 5.6x over the last 5 years and increased from 5.3x to 25.0x 24.8x 5.4x 5.5 5.6x in the last 12 months. 24.5x 5.4 The mean EBITDA multiples for this group have re- 24.0x 5.3x 5.3 mained relatively constant during the same 5 year 23.4x5.1x period and have increased from 24.8x to 25.7x in the 23.5x 5.2 last 12 months. 23.0x 5.1 The mean EBITDA multiple increased by 10.8% and 22.5x 5 the mean revenue multiple increased by over 8.3% 22.0x 4.9 from our Q2 report. LTM 1 yr. 3 yr. 5 yr. Note: LTM, 1 yr, 3 yr, 5 yr perWiods represent valuation metrics as of EV / Revenue EV / EBITDA 10/1/2017, 10/1/2016, 10/1/2014, 10/1/2012, respectively. Source: Capital IQ

7 FINANCIAL INFORMATION/DATA PROVIDERS

The mean revenue multiples for Financial Informa- 15.0x 4.8 14.5x4.6x tion/Data Providers have increased 18% over the last 14.5x 14.4x4.5x 4.6 5 years from 3.9x to 4.6x and have increased slightly 4.4 from 4.5x to 4.6x over the last 12 months. 14.0x 13.9x4.2x 4.2 The mean EBITDA multiples have increased by 12% 13.5x 3.9x over the last 5 years from 12.9x to 14.5x and have in- 12.9x 4 creased slightly over the last 12 months, going from 13.0x 3.8 14.4x to 14.8x. 12.5x 3.6 The mean EBITDA multiple increased by 5.5% and the mean revenue multiple increased by over 5.4% 12.0x 3.4 from our Q2 report. LTM 1 yr. 3 yr. 5 yr. EV / Revenue EV / EBITDA

PAYMENT PROCESSORS

The mean revenue multiples for Payment Processors 17.0x 16.8x 7 6.0x 5.9x decreased by 32%, from 5.9x to 4.0x over the last 5 16.5x 6 years, with a drop occurring in the last 12 months 5.0x from 4.0x to 4.0x. 16.0x 5 15.5x 4.0x The mean EBITDA multiple for this group decreased 4 15.0x by 14%, from 16.8x to 14.5x over the same 5 year 14.5x 3 period and increased slightly from 14.3x to 14.5x in 14.5x 14.3x 14.3x the last 12 months. 14.0x 2 The mean EBITDA multiple increased by 3.8% and 13.5x 1 the mean revenue multiple decreased by over 15% 13.0x 0 from our Q2 report. LTM 1 yr. 3 yr. 5 yr. EV / Revenue EV / EBITDA

PAYMENT TECHNOLOGY PROVIDERS

The mean revenue multiples for Payment Technol- 30.0x 4.4x 5 ogy Providers have increased by 10% over the last 5 24.0x 3.9x 4.0x years from 4.0x to 4.4x and increased from 3.9x to 25.0x 3.7x 4 4.4x over the last 12 months. 18.9x 20.0x 17.4x 17.7x 3 The mean EBITDA multiples increased by 36% over 15.0x the last 5 years from 17.7x to 24.0x and increased 2 from 18.9x to 24.0x over the last 12 months. 10.0x

The mean EBITDA multiple increased by 2.4% and 5.0x 1 the mean revenue multiple increased by over 1.2% from our Q2 report. 0.0x 0 LTM 1 yr. 3 yr. 5 yr. Note: LTM, 1 yr, 3 yr, 5 yr perWiods represent valuation metrics as of 10/1/2017, 10/1/2016, 10/1/2014, 10/1/2012, respectively. EV / Revenue EV / EBITDA Source: Capital IQ

8 CARD SOLUTIONS

The mean revenue multiples for Card Solutions in- 25.0x 7.3x 7.3 7.3x creased by 3%, from 7.1x to 7.3x over the last 5 year 19.8x 7.25 time period and increased slightly over the last 12 20.0x 17.6x7.2x months 16.7x 15.9x 7.2 15.0x The mean EBITDA multiple for this group increased 7.15 by 25% over the last 5 years from 15.9x to 19.8x and 10.0x 7.1x 7.1 from 17.6x to 19.8x over the last 12 months. 7.05 The mean EBITDA multiple increased by 5.2% and 5.0x 7 the mean revenue multiple increased by over 6.7% from our Q2 report. 0.0x 6.95 LTM 1 yr. 3 yr. 5 yr. EV / Revenue EV / EBITDA

PAYMENT SERVICES

The mean revenue multiples for Payment Services 12.0x 11.1x 1.9x 2 increased by 46%, from 1.3x to 1.9x over the last 5 10.0x 1.5x year time period with an increase of 25% over the 8.7x 1.3x 1.3x 1.5 last 12 months. 8.0x 6.9x 6.6x The mean EBITDA multiple for this group increased 6.0x 1 by 68% over the last 5 years from 6.6x to 11.1x and from 8.7x to 11.1x over the last 12 months. 4.0x 0.5 The mean EBITDA multiple increased by 23.2% and 2.0x the mean revenue multiple increased by over 19.5% from our Q2 report. 0.0x 0 LTM 1 yr. 3 yr. 5 yr. EV / Revenue EV / EBITDA Note: LTM, 1 yr, 3 yr, 5 yr perWiods represent valuation metrics as of Source: Capital IQ 10/1/2017, 10/1/2016, 10/1/2014, 10/1/2012, respectively.

9 PUBLIC COMPARABLES

($USD in millions, except per share data) USD Currency EV as a Multiple of: Stock Price % of 52-Week Market Enterprise LTM LTM LTM Company Name Ticker 9/30/2017 High Low Cap Value Revenue EBITDA Revenue EBITDA Bank Technology Fiserv, Inc. FISV $128.96 99.5% 139.0% $27,142 $31,584 $5,591 $1,749 5.6x 18.1x Jack Henry & Associates, Inc. JKHY $102.79 93.7% 130.1% $7,960 $7,895 $1,431 $447 5.5x 17.7x Temenos Group AG TEMN $101.96 98.3% 162.5% $7,156 $7,452 $668 $179 11.2x 41.6x Délice Holding SA DH $7.24 95.0% 134.7% $397 $422 $325 $37 1.3x 11.3x Deluxe Corporation DLX $72.96 96.1% 122.7% $3,528 $4,214 $1,912 $453 2.2x 9.3x Q2 Holdings, Inc. QTWO $41.65 99.6% 165.1% $1,720 $1,641 $173 ($17) 9.5x NM Bottomline Technologies (de), Inc. EPAY $31.83 98.5% 147.9% $1,286 $1,343 $349 $30 3.8x 44.6x Median $3,528 $4,214 $668 $179 5.5x 17.9x Mean $7,027 $7,793 $1,493 $411 5.6x 23.7x

BPO (Business Process Outsourcing) Genpact Limited G $28.75 90.0% 127.1% $5,546.0 $6,380.9 $2,624.2 $438.3 2.4x 14.6x ExlService Holdings, Inc. EXLS $58.32 97.5% 138.9% 1,967.8 1,776.2 720.6 101.1 2.5x 17.6x WNS (Holdings) Limited WNS $36.50 97.5% 147.1% 1,845.0 1,767.8 634.7 86.5 2.8x 20.4x Median $1,967.8 $1,776.2 $720.6 $101.1 2.5x 17.6x Mean $3,119.6 $3,308.3 $1,326.5 $208.6 2.6x 17.5x Card Solutions Visa Inc. V $105.24 98.5% 140.0% $240,659.2 $251,885.2 $17,764.0 $12,168.0 14.2x 20.7x Mastercard Incorporated MA $141.20 98.3% 141.9% 150,363.5 148,826.5 11,423.0 6,605.0 13.0x 22.5x American Express Company AXP $90.46 99.7% 152.0% 79,964.8 105,380.0 29,476.0 NM 3.6x NM Discover Financial Services DFS $64.48 86.7% 119.6% 24,009.3 51,698.0 7,168.0 NM 7.2x NM Alliance Data Systems Corporation ADS $221.55 83.2% 112.1% 12,292.4 32,053.3 7,413.9 1,465.0 4.3x 21.9x FleetCor Technologies, Inc. FLT $154.77 87.7% 127.4% 14,220.1 17,493.6 2,061.0 1,111.6 8.5x 15.7x WEX Inc. WEX $112.22 91.3% 115.4% 4,814.7 6,981.5 1,173.8 377.3 5.9x 18.5x Blackhawk Network Holdings, Inc. HAWK $43.80 93.8% 147.9% 2,481.5 2,817.5 2,012.5 144.8 1.4x 19.5x Median $19,114.7 $41,875.6 $7,291.0 $1,288.3 6.6x 20.1x Mean $66,100.7 $77,141.9 $9,811.5 $3,645.3 7.3x 19.8x

Investment Research Data MSCI Inc. MSCI $116.90 98.6% 152.8% $10,527.9 $11,854.0 $1,198.5 $607.2 9.9x 19.5x Morningstar, Inc. MORN $84.99 99.3% 125.5% 3,614.6 3,505.0 847.0 228.3 4.1x 15.4x Envestnet,($USD in millions, Inc. except per share data) ENV $51.00 98.1% 165.6% 2,245.0 2,477.5 629.8 56.6 3.9x 43.7x FinancialUSD Engines, Inc. CurrencyFNGN $34.75 76.0% 139.0% 2,194.6 2,024.7 458.2 84.1 EV as4.4x a Multiple of:24.1x Median Stock Price % of 52-Week Market$2,929.8 Enterprise$2,991.2 LTM$738.4 LTM$156.2 4.3xLTM 21.8x Mean Company Name Ticker 9/30/2017 High Low $4,645.5Cap Value$4,965.3 Revenue$783.4 EBITDA$244.1 Revenue5.6x EBITDA25.7x Financial Information Trifast plc TRI $2.79 90.9% 137.8% $335.5 $344.1 $233.6 $26.0 1.5x 13.2x S&P Global Inc. SPGI $156.31 98.7% 145.8% 40,171.7 42,514.7 5,800.0 2,663.0 7.3x 16.0x Moody's Corporation MCO $139.21 99.5% 148.9% 26,589.1 28,321.3 3,834.9 1,838.7 7.4x 15.4x Equifax Inc. EFX $105.99 72.1% 118.3% 12,758.3 15,247.1 3,294.3 1,220.4 4.6x 12.5x Wolters Kluwer N.V. WKL $46.21 97.4% 127.6% 13,091.7 15,780.5 5,053.1 1,342.8 3.1x 11.8x Pearson plc LSE:PSON $8.21 73.0% 110.9% 6,694.3 9,099.6 6,146.9 1,067.6 1.5x 8.5x TransUnion TRU $47.26 95.6% 163.4% 8,596.6 10,936.5 1,803.2 636.7 6.1x 17.2x Informa plc INF $9.01 90.7% 140.0% 7,420.4 9,522.8 2,095.4 658.3 4.5x 14.5x FactSet Research Systems Inc. FDS $180.11 97.8% 119.3% 7,065.4 7,413.2 1,221.2 400.4 6.1x 18.5x The Dun & Bradstreet Corporation DNB $116.41 85.0% 115.9% 4,302.2 5,619.7 1,717.1 427.7 3.3x 13.1x Ebix, Inc. EBIX $65.25 99.8% 124.5% 2,052.2 2,337.7 321.1 114.4 7.3x 20.4x Bankrate, Inc. RATE $13.95 97.9% 196.5% 1,240.3 1,348.7 477.0 101.2 2.8x 13.3x Median $7,242.9 $9,311.2 $1,949.3 $647.5 4.6x 13.9x Mean $10,859.8 $12,373.8 $2,666.5 $874.8 4.6x 14.5x

Financial Systems Software / Processing Fidelity National Information Services, Inc. FIS $93.39 99.6% 127.5% $31,044.0 $40,084.0 $9,351.0 $2,499.0 4.3x 16.0x Intuit Inc. INTU $142.14 96.9% 137.7% 36,241.9 35,952.9 5,177.0 1,626.0 6.9x 22.1x The Sage Group plc SGE $9.37 86.5% 117.4% 10,110.2 10,563.4 2,160.3 619.0 4.9x 17.1x SS&C Technologies Holdings, Inc. SSNC $40.15 99.1% 141.2% 8,248.0 10,456.6 1,602.9 580.9 6.5x 18.0x Broadridge Financial Solutions, Inc. BR $80.82 98.5% 135.0% 9,413.5 10,244.4 4,142.6 704.7 2.5x 14.5x DST Systems, Inc. DST $54.88 87.2% 116.1% 3,320.7 3,827.0 1,847.2 404.5 2.1x 9.5x Guidewire Software, Inc. GWRE $77.86 95.6% 158.3% 5,840.3 5,267.1 514.3 47.3 10.2x 111.3x SimCorp A/S CPSE:SIM $61.07 85.7% 124.0% 2,413.4 2,409.7 356.9 82.1 6.8x 29.4x Fidessa group plc FDSA $30.13 84.0% 111.2% 1,159.6 1,064.4 456.1 83.3 2.3x 12.8x Linedata Services S.A. ENXTPA:LIN $47.87 69.9% 112.3% 343.4 390.3 198.9 42.3 2.0x 9.2x Median $7,044.1 $7,755.7 $1,725.1 $492.7 4.6x 16.6x Mean $10,813.5 $12,026.0 $2,580.7 $668.9 4.8x 26.0x

Payment Hardware Solutions Source: Capital IQ NCR Corporation NCR $37.52 75.2% 125.8% $4,558.7 $8,268.7 $6,550.0 $881.0 1.3x 9.4x Ingenico Group - GCS ING $94.79 80.8% 117.5% 5,899.6 6,109.9 2,738.5 506.5 2.2x 12.1x VeriFone Systems, Inc. PAY $20.28 94.4% 135.7% 2,275.4 3,023.5 1,858.6 217.7 1.6x 13.9x 10 Diebold Nixdorf, Incorporated DBD $22.85 71.7% 127.3% 1,725.4 3,590.0 4,463.4 243.0 0.8x 14.8x Median $3,417.1 $4,850.0 $3,601.0 $374.8 1.4x 13.0x Mean $3,614.8 $5,248.0 $3,902.6 $462.1 1.5x 12.5x PUBLIC COMPARABLES CONT.

($USD in millions, except per share data) USD Currency EV as a Multiple of: Stock Price % of 52-Week Market Enterprise LTM LTM LTM Company Name Ticker 9/30/2017 High Low Cap Value Revenue EBITDA Revenue EBITDA Payment Hardware Solutions NCR Corporation NCR $37.52 75.2% 125.8% $4,558.7 $8,268.7 $6,550.0 $881.0 1.3x 9.4x Ingenico Group - GCS ING $94.79 80.8% 117.5% 5,899.6 6,109.9 2,738.5 506.5 2.2x 12.1x VeriFone Systems, Inc. PAY $20.28 94.4% 135.7% 2,275.4 3,023.5 1,858.6 217.7 1.6x 13.9x Diebold Nixdorf, Incorporated DBD $22.85 71.7% 127.3% 1,725.4 3,590.0 4,463.4 243.0 0.8x 14.8x Median $3,417.1 $4,850.0 $3,601.0 $374.8 1.4x 13.0x Mean $3,614.8 $5,248.0 $3,902.6 $462.1 1.5x 12.5x Payment Processing First Data Corporation FDC $18.04 94.0% 139.5% $16,650.6 $37,429.6 $7,910.0 $2,789.0 4.7x 13.4x Global Payments Inc. GPN $95.03 96.8% 147.0% 14,491.0 18,146.8 4,189.5 1,148.0 4.3x 15.8x Vantiv, Inc. VNTV $70.47 96.3% 129.6% 11,457.9 15,183.4 3,796.1 880.0 4.0x 17.3x Total System Services, Inc. TSS $65.50 92.7% 141.7% 12,067.6 14,792.2 4,686.2 941.9 3.2x 15.7x Euronet Worldwide, Inc. EEFT $94.79 95.2% 134.4% 4,979.7 4,785.2 2,053.8 345.4 2.3x 13.9x Cardtronics plc CATM $23.01 41.1% 100.8% 1,050.5 1,970.6 1,380.8 304.9 1.4x 6.5x EVERTEC, Inc. EVTC $15.85 81.2% 112.0% 1,147.2 1,719.3 401.1 157.7 4.3x 10.9x Planet Payment, Inc. PLPM $4.29 92.5% 156.0% 214.0 206.9 52.8 12.1 3.9x 17.1x Oneview Healthcare PLC ONE $2.20 38.5% 100.0% 113.6 87.2 7.1 (27.0) 12.2x NM JetPay Corporation JTPY $1.85 58.0% 127.6% 29.0 90.9 70.2 4.1 1.3x 21.9x Richter Gedeon Vegyészeti Gyár Nyilvánosan Muködo Rt.RC $0.00 NA NA 4,631.3 4,403.5 1,584.1 355.8 2.8x 12.4x Median $4,631.3 $4,403.5 $1,584.1 $345.4 3.9x 14.8x Mean $6,075.7 $8,983.2 $2,375.6 $628.4 4.0x 14.5x Payment Services The Western Union Company WU $19.20 84.6% 104.4% $8,908.7 $11,472.3 $5,430.8 $1,350.9 2.1x 8.5x MoneyGram International, Inc. MGI $16.11 89.9% 276.3% 873.4 1,640.0 1,625.1 226.7 1.0x 7.2x Green Dot Corporation GDOT $49.58 98.7% 231.1% 2,501.6 1,967.3 792.8 112.3 2.5x 17.5x Median $2,501.6 $1,967.3 $1,625.1 $226.7 2.1x 8.5x Mean $4,094.6 $5,026.5 $2,616.2 $563.3 1.9x 11.1x Payment Technology Solutions PayPal Holdings, Inc. PYPL $64.03 98.1% 168.2% $76,989.5 $67,824.5 $11,759.0 $2,259.0 5.8x 30.0x ACI Worldwide, Inc. ACIW $22.78 92.4% 150.8% 2,692.7 3,295.5 1,031.8 173.1 3.2x 19.0x Square, Inc. SQ $28.81 99.3% 264.8% 11,054.3 10,484.0 1,904.0 (41.2) 5.5x NM Qiwi plc QIWI $16.94 63.8% 146.0% 1,046.3 749.2 316.1 88.7 2.4x 8.4x Cass Information Systems, Inc. CASS $63.44 84.8% 120.4% 710.8 409.7 131.2 39.5 3.1x 10.4x Mitek Systems, Inc. MITK $9.50 88.4% 180.6% 319.1 280.8 42.2 5.4 6.7x 52.1x Median $1,869.5 $2,022.3 $673.9 $64.1 4.4x 19.0x Mean $15,468.8 $13,840.6 $2,530.7 $420.8 4.4x 24.0x Real Estate Information CoStar Group, Inc. CSGP $268.25 93.2% 149.7% $9,580.2 $9,320.4 $894.7 $220.4 10.4x 42.3x Zillow Group, Inc. ZG $40.15 78.9% 128.8% 7,387.4 7,164.7 964.8 35.1 7.4x NM CoreLogic, Inc. CLGX $46.22 96.3% 133.6% 3,896.7 5,449.0 1,912.6 404.8 2.8x 13.5x Reis, Inc. REIS $18.00 76.2% 112.9% 207.2 188.3 46.9 6.6 4.0x 28.4x Median $5,642.1 $6,306.9 $929.8 $127.8 5.7x 28.4x Mean $5,267.9 $5,530.6 $954.8 $166.7 6.2x 28.0x Real Estate Mortgage Technology Ocwen Financial Corporation OCN $3.44 55.9% 162.3% $450.2 $6,890.2 $1,316.5 $352.8 5.2x 19.5x Altisource Portfolio Solutions S.A. ASPS $25.87 55.1% 160.0% 466.9 748.7 982.5 148.8 0.8x 5.0x Median $458.5 $3,819.4 $1,149.5 $250.8 3.0x 12.3x Mean $458.5 $3,819.4 $1,149.5 $250.8 3.0x 12.3x

Risk Management / BI Cognizant Technology Solutions Corporation CTSH $72.54 99.4% 149.6% $42,843.8 $39,456.8 $14,131.0 $2,775.0 2.8x 14.2x Verisk Analytics, Inc. VRSK $83.19 94.4% 110.0% 13,689.4 15,948.5 2,030.0 941.6 7.9x 16.9x Open Text Corporation OTEX $32.29 91.7% 110.2% 8,532.3 10,659.8 2,291.1 631.7 4.7x 16.9x Fair Isaac Corporation FICO $140.50 95.6% 128.0% 4,303.5 4,784.6 914.8 202.2 5.2x 23.7x NICE Ltd. NICE $79.75 97.2% 117.8% 4,812.8 4,895.1 1,178.2 250.8 4.2x 19.5x Tableau Software, Inc. DATA $74.89 98.2% 180.9% 5,923.4 4,930.5 869.5 (93.9) 5.7x NM Pegasystems, Inc. PEGA $57.65 88.9% 202.8% 4,475.1 4,295.0 803.6 75.2 5.3x 57.1x Progress Software Corporation PRGS $38.17 99.1% 145.5% 1,843.2 1,774.8 399.2 133.4 4.4x 13.3x Median $5,368.1 $4,912.8 $1,046.5 $226.5 4.9x 16.9x Mean $10,802.9 $10,843.1 $2,827.2 $614.5 5.0x 23.1x Overall Median $3,527.9 $4,403.5 $1,149.5 $226.7 4.4x 16.9x Mean $11,411.5 $13,146.1 $2,693.7 $704.6 4.3x 19.4x Source: Capital IQ

11 SELECT TRANSACTIONS

*Certain transactions executed by Headwaters bankers at prior firms

12 CONTACT US

Our team has extensive operational and transaction experience for middle- market companies in the FinTech, Technology, Media & Telecom sectors.

Gary Moon John Batdorf Gaurav Bhasin Managing Director and Head of Managing Director Managing Director Technology, Media & Telecom Technology, Media & Telecom Technology, Media & Telecom 650.515.8734 415.926.7454 303.549.5674 [email protected] [email protected] [email protected]

David Francione Sun Jen Yung Amit Mujumdar Managing Director Managing Director and Head of Director Financial Services Technology Digital Media & Internet Technology, Media & Telecom 617.419.2040 917.297.8716 415.523.9890 [email protected] [email protected] [email protected]

About Headwaters MB: Headwaters MB is an independent, middle market investment banking firm providing strategic merger and acquisition advice, capital raising and special situations advisory. Named “Investment Bank of the Year” by major industry orga- nizations in 2014 - 2016, Headwaters MB is headquartered in Denver, CO, with six regional offices across the United States and partnerships with 18 firms covering 30 countries. For more information, visitwww.headwatersmb.com .

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