2018-July-Fintech.Pdf

Financial Technology July 2018 INVESTMENT INVESTMENT BANKINGSTRATEGIC AND ADVISORY TO www.MarlinLLC.com M&A MARLIN & ASSOCIATES & MARLIN ANDINFORMATION SERVICES INDUSTRIES THETECHNOLOGY FINANCIAL UPDATE MARKET Technology Financial © Marlin & Associates Holdings LLC, All Reserved All Right LLC, Holdings Associates & © Marlin Washington, D.C. Washington, New New Toronto York DEAR CLIENTS AND FRIENDS,

FinTech: The End of the Beginning - Our July 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.

Recently Capgemini, the consulting, technology and outsourcing services company, in collaboration with Efma, a global non-profit organization, issued its second annual World FinTech Report. The authors may not have intended their report to call the “End of the Beginning” of consumer FinTech, but that is what they have done – and we agree. The Beginning is over. The Future is before us.

Consumer-oriented Fintech isn’t new. We started replacing human bank tellers with technology in the 1960s (ATMs); stock brokers in the 1980s (E*TRADE and other on-line brokers); PayPal was founded almost 20 years ago. Betterment and other robo-advisors began replacing wealth managers a decade ago; 15 years ago Prosper, Funding Circle and other Peer-to-Peer lenders did the same to bankers.

A few things are new: one is the sheer number of consumer FinTech apps that have proliferated - combined with the speed of adoption, both of which surprised many in the industry. Another is the aggressive (if belated) response by many “traditional” firms. Suddenly, the “hunted” are becoming the hunters, as firms like American Express, Citi, Goldman Sachs, JP Morgan, MasterCard, Visa and others invest in technology, acquire, integrate and offer the sorts of “…quick, convenient, seamless … efficient, portable, and delightful…” financial services that consumers – and businesses - have come to expect. And to them we now add BigTech firms like Alibaba, Facebook, Google, Oracle, TenCent, and WeChat. As Capgemini noticed – and we talked about in our October 2017 Report - FinTech is increasingly BigTech. All this has given new impetus to companies that sell “tools” to allow clients to compete in this brave new world.

The disrupters are far from dead and the incumbents are far from safe. There is plenty of room for both. And both are finding growth more expensive and profitability more challenging than they had assumed. (See for example CAN Capital, OnDeck and Lending Club – or, if you prefer, try to find Beepi, Dealstruck, or Pay By Touch.) The smart ones (old and new) have realized that success requires more than technology. It also requires knowledge of pain points, trust building, brand building, customer centricity, a sustainable organization – and a lot of money. This is certainly not the beginning of the end for the innovators in Consumer FinTech; but it’s is clearly the End of the Beginning.

We provide unbiased expert counsel to those who would buy, sell, raise capital or invest in excellent middle-market FinTech firms. It’s a good place to be. Many recent transactions are discussed in the report found below. A few of the more interesting ones include:

• PayPal (NASDAQ:PYPL) agreed to acquire HyperWallet for • Nets (Ballerup, Denmark) agreed to acquire a majority stake $400mm, in Dotcard for PLN 255mm (~$85mm), • Dataminr (New York, NY) raised $392mm in funding at an • LendingPoint (Kennesaw, GA) raised $53mm in a debt implied valuation of $1.6bn from new investors including funding round from Paragon Outcomes. Morgan Stanley, • Deutsche Börse (XTRA:DB1) agreed to acquire GTX ECN from GAIN Capital Holdings for $100mm, valuing the company at an implied 4.35x LTM revenue,

Please see our July 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. JULY 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 JULY 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 JULY 2018

OUR FOUNDING PARTNER HAS FIVE 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, 2016, and 2017 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. JULY 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 Banking Firm of the Year (2014, 2015, 2016)* • Advisory Firm of they Year (2015)* Boutique Investment • Middle Market International Professional Services (B-to-B) Deal of the Year (2013) Banking Firm of the • Financial Services Deal of the Year (2013, 2012 and 2011) Year • Information Technology Deal of the Year (2011) (2016) • Middle Market Deal of the Year <$25M (2011) • Corporate and Strategic Acquisition of the Year (2011) – ACQ5 • Middle Market Financial Services Deal of the Year (2011 and 2010) (Acquisition Finance • Middle Market Information Technology Deal of the Year (2011 and 2010) Magazine) • Middle Market International Financial Services Deal of the Year (2013 and 2010) • Middle Market International Information Technology Deal of the Year (2010) • Middle Market Financial Services Turnaround Deal of the Year (2009) • Middle Market Information Technology Turnaround Deal of the Year (2009) • Middle Market International Deal of the Year(2008) • Middle Market Financial Services Deal of the Year (2008) • Middle Market Technology Deal of the Year (2008) • Middle Market Investment Banking Firm of the Year (2008 and 2007)* • Middle Market International/Cross Border Deal of the Year (2007, Below $100M) • Middle Market Financial Services Deal of the Year (2007, Below $100M) • Middle Market Financing Agent of the Year – Equity (2007)*

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

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

Note: Not a complete list. JULY 2018

CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR IMPORTANT STRATEGIC MOVES

“The team at Marlin & Associates was critical to our completion of this important strategic transaction, providing invaluable guidance throughout every step of the process. Their expertise in financial technology, SaaS, and the Salesforce ecosystem helped us to prepare effectively and best position Tier1CRM to potential investors. Their knowledge of the market helped us to identify the ideal investors as we move into the next phase of growth at Tier1. We could not have closed this transaction without their steady hand throughout,” Mark Notten, CEO, Tier1CRM

New York, NY has received an equity New York, NY Boston, MA has sold Financial Engineering investment from Associates, Inc. to has acquired received a series B investment led by

Dallas, TX A portfolio company of

New York, NY Boston, MA

Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial strategic and financial exclusive strategic and exclusive strategic and financial advisor to Aquiline Holdings LLC advisor to empow financial advisor to MSCI Inc. advisor to Tier1CRM

Hamilton, Bermuda has received an equity Toronto, Canada investment from has sold the Atrium wireless a portfolio company of has been acquired by and extranet infrastructure businesses to

has been acquired by

Atlanta, GA 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 QuoVadis and ABRY advisor to Investment Metrics advisor to OptionsCity Software advisor to TMX Group

London, UK New York City, NY Phoenix, AZ received an investment from has been acquired by New York City, NY has completed a majority recapitalization with has been acquired by

a portfolio company of Boston, MA and San Francisco, CA Lake Success, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial advisor to OpenGamma advisor to BillingTree advisor to Advise Technologies, LLC advisor to M&O Systems, Inc.

Note: Not a complete list JULY 2018

CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR IMPORTANT STRATEGIC MOVES

“Throughout this process, the team at Marlin & Associates provided great financial and strategic advice. They served as a true strategic partner and integral part of the team as they guided the complex cross-border carve- out project. Marlin & Associates unique industry expertise played a critical role in bringing this project to a successful conclusion for all stakeholders." Eric Sinclair President, TMX Datalinx

Brentwood, TN Salt Lake City, UT San Mateo, CA has been acquired by Port Talbot, United Kingdom has been acquired by received a strategic investment from received an investment from a portfolio company of

Chicago, IL London, United Kingdom Tokyo, Japan

Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial Marlin & Associates acted as Marlin & Associates acted as advisor to iTransact Group, LLC exclusive strategic and exclusive strategic and strategic and financial advisor to financial advisor to Vizolution. financial advisor to Xignite. Agilum Healthcare Intelligence

Paris, France Campbell, CA Boston, MA New York, NY has acquired the Business received an investment has been acquired by has been acquired by Process Management from business from

Palo Alto, CA Palo Alto, CA Windsor, CT

Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and exclusive strategic and exclusive strategic and financial exclusive strategic and financial financial advisor to Alacra, Inc. financial advisor to Everteam. advisor to Trunomi. advisor to Varden Technologies.

New York, NY has sold the assets of Dublin, Ireland San Francisco, CA has been acquired by has invested in has led a $60 million investment in to

Dublin, Ireland London, United Kingdom New York, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as financial advisor to Aquiline exclusive strategic and financial exclusive strategic and financial exclusive financial advisor Capital Partners. advisor to CNO Financial Group. advisor to Information Mosaic. Francisco Partners.

Note: Not a complete list JULY 2018

2018 Fintech Events:

Date Conference Location Website

Invest Now in its third year, InVest has grown to be the industry’s July 11- 12, 2018 leading wealth-tech event. In 2017, we expect to attract 1,000+ executives—buyers and sellers—from all facets of the wealth New York, NY Details management. This event shares robust content that covers all aspects of the changing industry and features an exhibit hall that showcases the future of wealth management technology from the perspective of both the endemic players in the industry and the upstart competitors disrupting the status quo.

August 20 – 23, 2018 Gartner Catalyst Conference Discover the answers and hands-on advice you need at Gartner Catalyst Conference 2018. Understand the Details latest technology trends and master the skills that San Diego, CA digital business transformation demands. This is the must-attend event for technical professionals.

September 12, 2018 Empire Startups Fintech Conference Running for over 16 years, The European Financial Information Summit is the leading event for financial data, regulatory and technology professionals. This year’s agenda has been carefully London, UK Details designed to offer advice on how to prepare your data to embrace the potential of data science and AI, make more informed decisions on your technology investments and develop a data strategy to both monetize your data and respond to regulatory demands.

October 10, 2018 Lend360 At LEND360, more than 850 online lending professionals from across the globe connect for three days to share insights, solve industry challenges and create business solutions. As a FinTech New York, NY Details epicenter connecting every angle of the online lending industry, this is your chance to learn the trends and information needed to move your business forward.

October 21 - 24, 2018 Money2020 Money20/20 is where the Payments, FinTech and Financial Services ecosystem unites to create and explore the disruptive Las Vegas, NY ways in which consumers and businesses manage, spend and Details borrow money. It’s the premier event where leaders – representing every sector of the industry – come to seize new business opportunities, build connections and learn about the latest disruptions.

November 13, 2018 Empire Start Ups Hear from those forging new trails in payments, blockchain, lending, robo-advisors, insurance tech, real estate and more. In San Francisco, CA addition to attracting hundreds of FinTech entrepreneurs, this Details conference also plays host to the investors and service providers that help accelerate startups. The audience can also look forward to keynotes, panels and demo updates from some of the top FinTech startups in the world. JULY 2018

FINANCIAL TECHNOLOGY Sector Comparison Snapshot:

Enterprise Value / Revenue

Securities Exchanges

Data & Analytics - Financial Services

Banking Software & Processors

Insurance Software

Payment Technology

Capital Markets Software & Services

Technology-Enabled Financial Institutions*

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

2017E EV/Revenue 2018E EV/Revenue

Enterprise Value / EBITDA

Banking Software & Processors

Capital Markets Software & Services

Technology-Enabled Financial Institutions*

Insurance Software

Data & Analytics - Financial Services

Payment Technology

Securities Exchanges

0x 6x 12x 18x 24x 30x

2017E EV/EBITDA 2018E EV/EBITDA

*Tech-Enabled Financial Institutions multiples calculated using Market Cap / Revenue and Market Cap / EBT

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/29/18. 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. JULY 2018

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

6. 0x 26x 330

300 5. 5x 23x 270 5. 0x 20x 240

4. 5x 17x 210

180 4. 0x 14x EV / EBITDA EV / Revenue EV 150 3. 5x 11x 120

3. 0x 8x 90 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18

EV / LTM Revenue EV / LTM EBITDA M&A Banking Software Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

FIS 35,414 43,709 4.8x 5.1x 17.4x 13.9x (1%) (6%) 27% 37% Fiserv 31,236 35,400 6.2x 6.0x 19.8x 16.3x 3% 3% 31% 37% Temenos 11,051 11,306 15.4x 13.4x 56.7x 35.8x 16% 15% 27% 37% Jack Henry & Associates 10,109 10,156 6.9x 6.5x 22.3x 18.7x 6% 7% 31% 35% Oracle Financial Services 5,083 4,618 7.0x 6.7x 17.3x 15.9x 1% 5% 41% 42% Ellie Mae 3,697 3,466 8.3x 6.9x 49.2x 26.5x 16% 20% 17% 26% ACI Worldw ide 2,853 3,461 3.4x 3.3x 19.4x 13.4x 2% 1% 17% 25% Q2 Holdings 2,406 2,287 11.8x 9.6x na nm 29% 23% na 10% Bottomline Technologies 1,911 1,959 5.3x 4.8x 46.9x 20.8x 6% 11% 11% 23% Polaris Consulting & Services 701 596 1.7x 1.4x 13.8x 10.2x 23% 21% 12% 14% Sw ord Group 395 372 1.8x 1.6x 13.2x 10.9x 8% 12% 14% 15% Microgen 383 371 4.5x 4.1x 20.4x 16.7x 46% 11% 22% 24% Gresham Technologies 183 171 6.0x 5.6x 35.2x 22.3x 26% 8% 17% 25% Trim Mean 6,348 6,727 6.0x 5.5x 26.2x 17.5x 12% 10% 22% 27% Median 2,853 3,461 6.0x 5.6x 20.1x 16.5x 8% 11% 20% 25%

[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

TeranetQuantGroup (Toronto,(Beijing, Canada) China) agreed raised to$72mm acquire in D+H a Series CollateralC round Management of funding led by new Corporationinvestor Sunshine from Finastra Insurancefor Group,an undisclosed and including sum. participationD+H Collateral from Management Guosen 11/28/166/25/18 CorporationHongsheng Investmentprovides services Co., Fosun in Canadian Capital, lien and registration other undisclosed and search, investors. asset recovery,QuantGroupandprovides insolvency online management. financial services in China. (Collateral Mgmt Corporation) LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Finastra (London, United Kingdom) acquired Malauzai for an undisclosed sum. for $130mm. CompareCards is an online platform enabling consumer credit card Malauzai provides mobile and internet banking solutions to community banks and 11/16/166/18/18 comparisons, and providing credit education and credit health management solutions. credit unions. The two companies have had a partnership since 2015 which has led to The transaction consideration consists of $85mm cash at closing and up to $45mm of more than 130 joint customers. earn-out payments paid during 2017 and 2018. Meta Financial Group (NASDAQ:CASH) acquired Specialty Consumer Services Thoma Bravo (Chicago, IL) acquired CRIF Lending Solutions from CRIF SpA and (SCS) for $54mm. SCS offers a loan management platform and a proprietary MeridianLink, both for an undisclosed sum. The operations of each will be merged 11/10/166/12/18 underwriting model that are primarily used to deliver consumer tax advances and and the combined company known as MeridianLink. CRIF SpA and MeridianLink other consumer credit services. The transaction consideration consists of Founder and CEO Tim Nguyen will both be shareholders in the combined enterprise. approximately $15mm at closing, with potential for additional contingent payments.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/29/18. 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. JULY 2018

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 24x 260

4. 0x 21x 220

3. 5x 18x 180 EV / EBITDA EV / Revenue EV 3. 0x 15x 140

2. 5x 12x 100 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18

EV / LTM Revenue EV / LTM EBITDA M&A Capital Markets Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

IHS Mar kit 20,822 25,132 7.0x 6.5x 22.5x 16.5x (1%) 8% 31% 39% Broadridge 13,916 14,766 3.4x 3.4x 18.6x 18.2x 24% (0%) 19% 19% SS&C Technologies 11,296 13,209 7.9x 3.9x 21.0x 12.4x 13% 102% 38% 32% Computershare 7,426 8,546 3.8x 3.8x 15.6x 13.1x 10% 2% 25% 29% SimCor p 3,227 3,229 8.1x 7.2x 30.1x 25.5x 16% 11% 27% 28% Envestnet 2,591 2,970 4.3x 3.6x 38.4x 19.4x 18% 19% 11% 19% Fidessa group 1,984 1,863 3.9x 4.0x 21.1x 18.3x 7% (2%) 19% 22% First Derivatives 1,670 1,688 7.2x 6.2x 65.0x 34.0x 23% 16% 11% 18% IRESS 1,536 1,656 5.1x 4.7x 22.3x 17.2x 10% 8% 23% 27% Linedata Services 295 385 1.8x 1.9x 9.5x 8.0x 7% (3%) 19% 24% StatPro Group 149 176 2.7x 2.3x 27.6x 14.9x 31% 14% 10% 16% Cinnober 133 123 2.9x 2.9x na na 7% (1%) na na Brady 73 68 2.2x 2.2x na 16.4x (10%) 3% na 13% Trim Mean 4,020 4,419 4.6x 4.0x 24.1x 17.2x 12% 7% 20% 23% Median 1,984 1,863 3.9x 3.8x 22.3x 16.9x 10% 8% 19% 23%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced London Stock Exchange (LSE:LSE) acquired a 16% stake in AcadiaSoft for an undisclosed sum. AcadiaSoft provides margin automation solutions for counterparties 6/27/18 engaged in collateral management. As part of the transaction, the companies have agreed to partner on new products to automate and standardize the margin process for non-cleared derivatives. SigFig (San Francisco, CA) has raised $50mm in a Series E funding round led by new investor General Atlantic, and including participation from existing investors Bain 6/19/18 Capital Ventures, DCM Ventures, Eaton Vance, New York Life Ventures, Nyca Partners, UBS, and Union Square Ventures. The round brings SigFig’s total capital raised to $117mm.

Invesco (NYSE:IVZ) acquired IntelliFlo for an undisclosed sum. Intelliflo, founded in 6/6/18 2004, has grown to become the largest technology platform for financial advisors in the UK. IntelliFlo had been owned by HgCapital since 2013.

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

7. 0x 20x 250

6. 0x 17x 200

5. 0x 14x 150 EV / EBITDA EV / Revenue EV

4. 0x 11x 100 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18

EV / LTM Revenue EV / LTM EBITDA M&A D&A Financial Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

S&P Global 51,870 55,095 9.1x 8.5x 18.8x 17.3x 7% 7% 48% 49% Moody's 33,174 37,424 8.9x 8.0x 18.8x 16.6x 17% 12% 47% 48% Thomson Reuters 28,707 35,893 6.9x 6.5x 14.2x 27.8x 2% 6% 48% 23% Experian 22,766 26,123 5.7x 5.4x 17.5x 15.6x na 7% 33% 35% Verisk Analytics 18,190 20,819 9.7x 8.7x 21.1x 18.4x 8% 11% 46% 47% MSCI 15,317 16,546 13.0x 11.5x 25.1x 21.0x 11% 13% 52% 55% Equifax 15,176 17,617 5.2x 5.0x 15.8x 15.0x 7% 4% 33% 34% CoStar Group 14,999 14,068 14.6x 11.9x 56.2x 36.4x 15% 23% 26% 33% TransUnion 13,619 15,914 8.2x 7.2x 22.7x 18.6x 13% 14% 36% 39% FactSet Research Systems 7,747 8,078 6.4x 5.9x 18.9x 17.4x 10% 9% 34% 34% FICO 6,051 6,647 7.0x 6.3x 30.8x 25.1x 5% 11% 23% 25% Morningstar 5,502 5,297 5.8x 5.9x 22.6x 20.4x 14% (2%) 26% 29% Dun & Bradstreet 4,575 5,734 3.3x 3.2x 12.5x 10.9x 2% 2% 26% 30% CoreLogic 4,298 5,845 3.2x 3.1x 15.2x 11.9x (5%) 1% 21% 26% Trim Mean 15,485 17,559 7.4x 6.9x 20.1x 18.8x 9% 8% 36% 36% Median 15,087 16,230 6.9x 6.4x 18.9x 17.9x 8% 8% 34% 34%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Dataminr (New York, NY) raised $392mm in funding at an implied valuation of $1.6bn from new investors Morgan Stanley, Valor Equity Partners and Vulcan Capital. 6/29/18 Existing investors Goldman Sachs and Institutional Venture Partners also participated in the round. Dataminr provides real-time information discovery services to corporate, finance and public sector professionals.

Immuta (Annapolis, MD) raised $20mm in Series B funding round from existing investors Drive Capital, and Greycroft. New investors Dell Technologies Capital and 6/20/18 Citi Venture Capital also participated in the round. Immuta develops and markets a platform that allows companies to access and secure data.

Fitch (New York, NY) agreed to acquire Fulcrum Financial Data for an undisclosed sum. Fulcrum Financial Data provides unique insights, commentary and data. Fitch 5/31/18 plans to integrate Fulcrum Financial Data into the Fitch Solutions division, a leading provider of credit and macro intelligence.

Insurance Software

Public Market Data

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

6. 0x 25x 300

5. 0x 20x 250

4. 0x 15x 200 3. 0x 10x EV / EBITDA

EV / Revenue EV 150 2. 0x 5x

1. 0x 0x 100 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

Guidew ire Softw are 6,994 6,302 10.9x 8.9x nm 45.9x 28% 22% 7% 19% Ebix 2,414 2,760 7.6x 6.1x 22.2x 16.4x 22% 25% 34% 37% CorVel 1,030 975 1.8x na 13.8x nm 7% na 13% nm Sapiens 489 507 1.9x 1.8x 23.6x 12.5x 25% 5% 8% 14% Majesco 239 244 2.1x na nm nm (6%) na 1% nm Trim Mean 1,311 1,414 3.8x 6.1x 22.2x 16.4x 18% 22% 9% 19% Median 1,030 975 2.1x 6.1x 22.2x 16.4x 22% 22% 8% 19%

[1] Majesco added to the index as of IPO 6/30/15

Recent Activity

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

Effective Coverage (Albany, NY) acquired Bungalow for an undisclosed sum. 6/27/18 Bungalow provides renters insurance services via its online platform.

Verisk (NASDAQ:VRSK) acquired Validus for an undisclosed sum. Validus provides 6/21/18 motor claims analysis and management services to insurers, brokers, and self-insured fleet operators.

Ethos (San Francisco, CA) raised $11.5mm in a venture funding round led by Sequoia 6/14/18 Capital. Ethos uses data intelligence to offer suitable life insurance policies without medical examination.

Payment Technology

Public Market Data

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

6. 0x 20x 250

5. 0x 18x 220

4. 0x 16x 190

3. 0x 14x 160 EV / EBITDA EV / Revenue EV 2. 0x 12x 130

1. 0x 10x 100 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

Pay Pal 101,340 91,829 7.0x 6.0x 37.8x 22.8x 21% 18% 19% 26% Worldpay 25,769 34,189 9.0x 8.8x 20.2x 18.5x 11% 2% 45% 47% Square 24,406 23,831 24.2x 16.1x nm nm 43% 50% 14% 17% Wirecard 19,944 18,755 10.4x 8.2x 40.7x 29.4x 45% 28% 26% 28% First Data 19,800 40,084 4.9x 4.7x 13.9x 12.0x 4% 6% 35% 39% FleetCor Technologies 19,643 23,120 10.3x 9.5x 20.6x 16.9x 23% 8% 50% 56% Global Payments 17,842 21,754 5.5x 5.5x 19.7x 15.7x 5% (1%) 28% 35% Total System Services 15,492 19,086 5.6x 5.1x 19.4x 14.4x 12% 11% 29% 35% Cielo 11,900 13,569 4.6x 4.5x 10.3x 10.1x (6%) 2% 44% 45% Western Union 9,425 11,632 2.1x 2.0x 8.9x 8.3x 2% 4% 24% 24% WEX 8,276 10,346 8.3x 7.0x 23.5x 16.7x 23% 17% 35% 42% Euronet Worldw ide 4,520 4,270 1.9x 1.7x 10.8x 8.9x 15% 13% 18% 19% EV ERTEC 1,603 2,140 5.3x 4.9x 15.3x 11.1x 5% 7% 34% 44% PayPoint 846 785 2.8x 4.1x 10.0x 9.6x (0%) (32%) 28% 43% SafeCharge 708 599 5.4x 4.6x 19.1x 16.0x 7% 16% 28% 29% MoneyGram International 443 1,149 0.7x 0.7x 5.2x 4.5x (2%) (4%) 14% 16%

Trim Mean 12,870 16,051 5.9x 5.5x 17.7x 13.9x 12% 9% 29% 34% Median 13,696 16,162 5.4x 5.0x 19.1x 14.4x 9% 8% 28% 35%

Recent Activity

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

Nets (Ballerup, Denmark) agreed to acquire a majority stake in Dotcard for PLN 255mm (~$85mm). The potential acquisition of Dotcard provides ownership of the 6/19/18 company’s two subsidiaries, eCard, a provider payment processing, clearing, and settlement solutions, and Dotpay, a provider of internet payment services.

PayPal (NASDAQ:PYPL) agreed to acquire HyperWallet for $400mm. HyperWallet provides a payment platform and settlement network that allows companies to 6/19/18 distribute funds across various countries and currencies. The potential acquisition is planned to help PayPal expand its global payout capabilities.

Marqeta (Oakland, CA) raised $45mm in a Series D funding round led by Goldman Sachs and Iconiq. The recent round increases Marqeta’s total funding to $116mm. 6/6/18 The company plans to use the funds to expand international growth and increase product offerings.

[1] EVERTEC (EVTC) added to the index as of 4/17/13, Blackhawk Network (HAWK) added as of 4/24/13, SafeCharge (SCH) added as of 4/4/14, PayPal (PYPL) added as of 7/7/15, Worldpay (WPG) added as of 10/14/15, First Data (FDC) added as of 10/16/15, Square (SQ) added as of 11/20/15.

Public Market Data

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

9. 5x 17x 220

190 8. 5x 15x

160

7. 5x 13x EV / EBITDA EV / Revenue EV 130

6. 5x 11x 100 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18

EV / LTM Revenue EV / LTM EBITDA M&A Sec Exchanges Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

CME Group 55,855 57,214 15.9x 13.7x 22.8x 19.4x 1% 15% 69% 71% IntercontinentalExchange (ICE) 43,100 49,497 11.0x 10.1x 17.4x 15.6x 3% 6% 61% 64% Hong Kong Exchange 37,214 3,772 2.7x 1.8x 3.3x 2.5x 18% 23% 69% 75% Deutsche Börse Group 24,845 9,027 3.0x 2.8x 6.1x 4.8x 3% 3% 48% 58% London Stock Exchange (LSE) 20,739 22,222 10.1x 7.9x 20.5x 15.2x 18% 9% 42% 52% The Nasdaq OMX Group 15,424 18,934 5.1x 4.6x 15.0x 14.5x 7% 4% 32% 31% CBOE 11,729 12,698 6.0x 4.9x 19.3x 16.0x 4% 17% 30% 30% BM&F Bovespa 10,890 10,668 17.8x 8.9x 22.0x 12.4x 11% 27% 51% 72% Japan Exchange Group (JPX) 9,782 9,506 9.7x 8.6x 14.0x 13.6x 4% 8% 66% 63% Australian Exchange (ASX) 9,216 8,140 12.0x 13.1x 14.7x 17.1x 5% (13%) 77% 77% Singapore Exchange (SGX) 5,652 5,057 8.7x 7.9x 15.9x 13.8x 3% 6% 53% 58% Euronext 4,448 4,417 7.6x 6.2x 13.1x 10.8x 7% 14% 54% 58% TMX Group 3,654 4,488 7.9x 7.2x 13.2x 12.8x 0% 10% 60% 56% Trim Mean 17,549 14,060 8.8x 7.5x 15.5x 13.3x 6% 10% 55% 60% Median 11,729 9,506 8.7x 7.9x 15.0x 13.8x 4% 9% 54% 58% [1] Euronext (ENX) added to the index as of IPO 6/20/14

Recent Activity

Deutsche Börse (XTRA:DB1) agreed to acquire GTX ECN from GAIN Capital 5/30/18 Holdings for $100mm, valuing the company at an implied 4.35x LTM revenue. GTX ECN is an online platform for trading foreign exchange currencies.

Intercontinental Exchange (NYSE:ICE) agreed to acquire TMC Bonds for $685mm. TMC Bonds operates as a fixed income market alternative trading system that builds 5/29/18 customized desktop applications for registered investment professionals and the retail investor public.

Technology-Enabled Financial Institutions

Public Market Data

5 Year LTM Revenue & EBT Multiples 5 Year M&A Fintech Sector Index vs. S&P 500, base = 100

5. 8x 25x 220

23x 5. 0x 190 20x 4. 3x 18x 160 3. 5x 15x EV / EBT

EV / Revenue EV 130 2. 8x 13x

2. 0x 10x 100 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18

Market Cap / L TM R evenue Market Cap / LTM EBT M&A Tech-enabled Fin Institutions Index S&P 500

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin (USD millions) Cap CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

The Charles Schw ab 69,598 8.1x 6.9x 19.1x 13.9x 15% 18% 42% 50% TD Ameritrade 31,219 7.8x 5.6x 19.0x 12.9x 20% 39% 41% 43% E*TRA DE 16,372 6.5x 5.7x 14.4x 10.9x 21% 14% 45% 52% MarketAxess 7,496 18.9x 17.1x 37.2x 30.9x 7% 11% 51% 55% BGC Partners 5,422 1.7x 1.4x 32.5x 6.1x 15% 19% 5% 23% NEX Group 5,158 nm 6.4x na 17.8x na na na 36% Interactive Brokers 4,671 3.0x 2.4x 4.4x 2.6x 10% 21% 67% 95% IG Group 4,196 5.9x 5.8x 12.9x 11.5x 3% 2% 46% 50% Monex Group 1,821 4.1x 3.5x 36.2x na 15% 20% 11% na LendingClub 1,585 2.8x 2.3x na 18.6x 15% 20% na 12% Investment Technology Group 711 1.5x 1.4x nm na 4% 5% 1% na On Deck 518 2.6x 1.4x na 18.8x 40% 93% na 7% Elevate Credit 370 0.5x 0.5x nm 2.7x 16% 19% 0% 17% BinckBank 365 1.9x 2.1x 38.0x na (0%) (13%) 5% na GAIN Capital 344 1.2x 0.9x na 3.6x (27%) 27% na 26% Trim Mean 6,146 3.9x 3.5x 24.5x 11.7x 12% 18% 28% 33% Median 4,196 2.9x 2.4x 19.1x 12.2x 15% 19% 41% 40%

[1] Elevate (ELVT) added to the index as of IPO 4/6/17

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) LendingPoint (Kennesaw, GA) raised $53mm in a debt funding round from Paragon for $130mm. CompareCards is an online platform enabling consumer credit card Outcomes. Including this round, the company has raised $1.2bn in the past twelve 11/16/166/28/18 comparisons, and providing credit education and credit health management solutions. months, including the $600mm credit facility in May 2018. LendingPoint is a direct The transaction consideration consists of $85mm cash at closing and up to $45mm of lender that provides personal loans to customers within 24 hours. earn-out payments paid during 2017 and 2018.

EzbobIntrum (London,Justitia (STO:IJ) UK) raised acquired an undisclosed 1st Credit sumfor £130mm in a Series ($161mm), C funding valuing round theled by HoneycombCompany at Investmentan implied 3.9xTrust. 2015 In addition EBITDA. to 1st the Credit funding, provides the company debt purchase has appointed and 11/10/166/26/18 aoutsourced new board debt member, collection Lindsey services McMurray, for banks, a highly credit regarded card providers, manager utilities, within telecoms, Honeycomband retail companies. Investment Trust.

Strategic Funding (New York, NY) raised $105mm in a debt funding round from undisclosed investors. Strategic Funding plans to use the funds to provide flexibility in 6/8/18 Undisclosed business operations. The company provides financing to small- and medium-sized businesses.

CASE STUDIES: Marlin & Associates advises OpenGamma on multinational strategic investment – including participation from JPX

OpenGamma is a London-based pioneer in open source financial software and a leading provider of innovative, SaaS-based derivatives pricing and risk analytics to some of the world’s largest global banks, central counterparties and buy-side firms. The company was founded in 2009 to bring a better way to price and manage risk associated with the $500 London, United Kingdom received an investment from Trillion global Over-The-Counter (“OTC”) derivatives market - offering its pricing and risk models via enterprise software as well as via a flexible and cost-effective API. The company quickly attracted financial backing from some of the world’s premier fintech investors including Accel Partners, Firstmark Capital and ICAP, who appreciated the changes occurring in a market that has historically been privately negotiated and loosely regulated, but also one that is moving to become much more regulated and transparent.

In 2016, management and OpenGamma’s board of directors asked Marlin & Associates to

Marlin & Associates acted as Background advise the firm in an effort to raise additional capital to continue funding the company’s exclusive strategic and financial growth. They wanted a new partner to join with existing investors - one that would understand advisor to OpenGamma the business and bring more than just money to the table. They wanted a new partner that also would be strategically positioned to help the company continue to build out its comprehensive portfolio of industry-leading products in this rapidly changing regulatory environment.

M&A formed a team of experts to work with management to craft materials that would communicate the complexity and potential of the large and growing market that OpenGamma addresses, the company’s strong value proposition, and its unique approach to penetrate that market. The team at Marlin then worked with the company to identify and reach out to more than a dozen potential partners in four countries. Ultimately the company decided to take in new capital from the Japanese Exchange Group (“JPX”) as well as additional capital from Accel Partners, NEX (formerly known as ICAP), Euclid Opportunities and ex-SunGard CEO Cristóbal Conde.

JPX is a particularly strong new partner for OpenGamma as it provides both needed capital as well as a strong strategic benefit. JPX is a leading exchange group in Asia. Its affiliates include the Japan Securities Clearing Corporation (“JSCC”), a leader in OTC derivatives transactions. JPX’s involvement and investment together with capital from the other investors is expected to facilitate both geographic and product expansion for OpenGamma and help the company address the increasing demand from financial institutions worldwide for more efficient use of OTC capital. Overview Overview of Transaction

Marlin & Associates acted as OpenGamma’s exclusive strategic and financial advisor for this important transaction, initiated discussions with several parties and worked with the company to negotiate terms, conduct due diligence reviews and complete the transaction. The process involved working with people in the US, UK and Japan as well as OpenGamma’s many stakeholders in disparate locations around the globe which added to the complexity. M&A’s Role M&A’s

"Throughout this process, the team at Marlin & Associates acted as our trusted financial and our strategic advisor. With their guidance we were able to navigate a great outcome for all stakeholders. They worked closely with our board and management team to support a complex process involving many parties across multiple geographies. They were Mas Nakachi invaluable to the process. Vice Chairman JULY 2018

CASE STUDIES: Marlin & Associates' client, Advise Technologies, acquired by Compliance Solutions Strategies, a portfolio company of CIP Capital

Advise provides regulatory reporting solutions to hedge funds and investment managers. The company was founded in 2010 by CEO Doug Schwenk. He and current COO/CFO Jeff Faber had worked together at a multibillion dollar hedge fund, with Doug leading the noninvestment side of the business and Jeff in a tech/ops role. Both saw how advances in technology and New York, NY increasing regulation were converging to create a business opportunity for the right providers. has been acquired by Doug went on to found Advise Technologies in 2010, with Jeff joining the senior team in 2014.

Based in NYC, with offices in Amsterdam, Paris, and London, Advise’s intuitive, easy to use a portfolio company of software platform allows clients investment managers and fund administrators) to manage regulatory reporting such as Form PF, AIFMD, CPO-PQR and Form ADV while maintaining complete transparency, accuracy and reliability required by global regulators and authorities.

New York, NY Background After six years of strong growth, Advise determined that partnering with a financial sponsor Marlin & Associates acted as would a logical next step in the company’s evolution. That’s when Advise’s management team exclusive strategic and financial approached M&A for assistance in finding a partner that would understand their business and advisor to Advise Technologies, LLC their culture and join with them to help accelerate the company’s growth.

M&A had the advantage of knowing both the governance risk and compliance (“GRC”) sector and the players including both strategic firms as well as financial sponsors that have targeted the GRC industry for investment. M&A organized a dedicated team to work closely with Management to identify strengths and weaknesses of the Company, and to develop materials that would seamlessly communicate Advise’s story, strategy and growth potential.

With Marlin’s assistance, Advise had a tremendous amount of companies who indicated strong interest in partnering with Advise and ultimately received multiple offers. After careful consideration of several alternatives, Advise chose to negotiate final terms with Compliance Solution Strategies (“CSS”) a GRC company financed by through CIP Capital, a growth-oriented, middle-market private equity firm. The CSS platform was enhanced with two other acquisitions, Ascendant Compliance Management and The MoneyMate Group. Together these firms will be in a strong position to offer a global platform that provides a comprehensive regulatory reporting, data management, outsourced compliance management services, compliance workflow tools, shareholding disclosure, trade monitoring, trading analytics and cybersecurity solutions. Overview Overview of Transaction

M&A initiated this transaction, advised the Company through all phases of the process from preparation through negotiations, due diligence reviews and the closing - providing guidance on matters such as partner selection, valuation, structure and key terms. M&A worked diligently with the company to help the company craft materials, identify potential partners, negotiate alternative offers with multiple parties and manage the due diligence review process. Marlin & Associates acted as exclusive strategic and financial advisor to the shareholders and managers of Advise Technologies. M&A’s Role M&A’s

The senior level attention and focus on execution at M&A was key – M&A knew all the right people in our sector and managed the process exceptionally. The team worked tirelessly to ensure that all of our objectives were achieved.

Jeff Faber COO and CFO JULY 2018

CASE STUDIES: Marlin & Associates' client, M&O Systems, Inc. acquired by Broadridge Financial Solutions, Inc.

Based in New York City, M&O Systems, Inc. (“M&O”) provides compensation management and compliance solutions that help broker-dealers and wealth management firms manage broker/advisor compensation, open accounts, support advisors and service clients.

M&A had an ongoing dialog with M&O’s CEO and co-founder Bob Minningham for many New York City, NY years. When he died, his widow, who inherited control of the business, approached M&A for has been acquired by strategic advice. After reviewing the situation, M&A guided M&O on steps to take to better position the company for a sale process. Over the next few years M&A maintained a dialog with the company’s shareowners and management as the company brought in new management and strengthened the firm. When the shareowners were ready, M&A then guided them through a disciplined process that resulted in expressions of potential interests Lake Success, NY from 8 parties. Ultimately Broadridge Financial Solutions, Inc. (NYSE:BR) was selected as the

Background right partner for the firm, its employees, its customers and its shareowners. Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems, Inc.

M&A knows the financial technology space, its strategic participants, the financial sponsors that target companies in this industry, and the drivers of their interest and value. With that knowledge, M&A organized a dedicated team to work closely with M&O’s management to develop materials that would seamlessly communicate M&O’s unique value proposition, growth potential, strategy, execution plan and financial projections. Among other things, M&A helped to communicate to potential partners the likely positive impact of the US Department Of Labor (DOL)’s new Fiduciary Rule on financial advisors (M&O’s core target market). M&A then worked with the company’s management to conduct a disciplined sale process – coordinating with each of the potential partners to ensure that they fully understood the company’s strengths.

After a careful review of its options, M&O’s shareowners agreed to sell the company to Broadridge Financial Solutions, a leading provider of technology-driven solutions for broker-dealers, banks, mutual funds and other corporations. M&O solutions complement Broadridge’s wealth offerings; provide an enhanced career path for M&O’s employees; and offer expanded solutions for M&O’s customers. Overview Overview of Transaction

Marlin & Associates advised the company through all phases of the process from preparation through negotiations, due diligence reviews and the closing providing guidance on matters such as partner selection, valuation, structure and key terms. With a relationship spanning more than 10 years, initially, M&A provided only informal guidance. Once timing was optimal, Marlin & Associates worked diligently to help the company craft materials, initiate conversations, negotiate alternative offers with multiple parties, manage the due diligence process and complete final legal documentation swiftly. Marlin & Associates acted as exclusive strategic and financial advisor to the shareholders and managers of M&O. M&A’s Role M&A’s

Marlin's advice, consultation and leadership throughout the process directly drove the best outcome for our firm. Their deep industry knowledge and close relationships with prospective acquirers provides unparalleled value as well. They are a principally centered and tireless team of professionals. Michael Brodeur President INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES

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