F in an Cial Tech N O Lo

Financial Technology JANUARY 2017 INVESTMENT BANKINGANDSTRATEGIC ADVISORYTO www.MarlinLLC.com M&A MARLIN &ASSOCIATES AND INFORMATIONSERVICES INDUSTRIES THE FINANCIAL TECHNOLOGY UPDATE MARKET Technology Financial © Marlin & Associates Holdings LLC, All Right Reserved Right All LLC, Holdings Associates & Marlin © Washington, D.C. San Francisco New New Toronto York DEAR CLIENTS AND FRIENDS, Five Fintech Trends for 2017: Our January 2017 Fintech Market Update What a year we just had. I won’t try to summarize it; way too much happened from the rise of populism and Donald Trump, to Brexit, Syria and what may be the beginning of the end of a united Europe. After the Brexit vote, VC investment in Europe dropped by half. And of course, 2016 saw the publication of my book, The Marine Corps Way To Win on Wall Street. It’s not only about a better way to run a Wall Street business; it’s about a better, smarter, more ethical way to run any business. Politicians should take note, too.

Too many good people died in 2016 to list. Too many zealots tried to impose their will on others. Too many scandals. But the year wasn’t all bad: a new vaccine may prevent Ebola; the gene responsible for ALS has been found; and scientists made progress finding treatments for cancer and prevention for Alzheimer’s. The ozone layer may be repairing itself; and Fintech may be entering a new phase.

Fintech is not a cure for cancer. But new technologies are lowering the cost of borrowing and making payments; bringing banking to the unbanked; credit to those without it; and offering small merchants the ability to transact easily and at lower cost across borders. Fintech is making it more affordable for people to buy cars, homes, or fund a college education – or a business. For 2017, we see five major trends in Fintech:

1. Fintech innovation will accelerate. Blockchain, crowd-funding, AI, cloud computing, mobile technology, digital signatures, tokenization, peer-to-peer lending, virtual currencies, digital wallets, and cybersecurity measures all saw great strides last year. In 2017 we’ll see these and more, combine with other tools to continue changing many aspects of the retail, healthcare, and financial services marketplaces. 2. Non Tech firms (e.g., Ford and Walmart) will adopt, emulate, acquire and invest in fintech capabilities - weaving new capabilities into more complete solutions. A few of the tech disrupters will survive alone. But for many small tech firms 2017 will be a year to be consolidated, before there are no more dance partners. 3. Anti-regulatory forces will prevail – or at least slow the bureaucracies. After years of Sarbanes-Oxley, Basel (I, II and III), Dodd Frank; CCAR, RegFD, and more, we detect a political climate ready to slow and perhaps reverse some of the rules. 4. Insuretech will rise. Oscar Health, Clover Health, and Bright Health are examples of new companies leveraging the latest tools to bring innovation to an insurance market that has been lagging. So far it’s mostly in the US. But in 2017, we expect to see more companies involved in more insurance innovation in more countries. 5. Fintech investments in Asia-Pacific will double again. They’ve already doubled since 2015. According to a report by Ernst & Young, China has outpaced London, New York and Silicon Valley to become the world’s Fintech leader. At least 5 of the top 10 Fintech fundings in 2016 were Asian businesses. The trend shows no sign of slowing. China is now home to 8 of the 27 Fintech unicorns.

It’s going to be an interesting year. Read more on Fintech m&a trends in our latest Market Update below.

Sincerely,

Ken Marlin| Managing Partner | Marlin & Associates Author| The Marine Corps Way To Win on Wall Street 570 Lexington Avenue|48th Floor New York, NY 10022

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. JANUARY 2017

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 JANUARY 2017 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 Chief Operating Officer of M&A • Twice named to II’s Tech 50 • 20+ years of M&A experience advising • Member Market Data Hall of Fame technology and PE firms, globally • MD Veronis Suhler Stevenson • VP Business Development at FactSet • CEO of Telesphere Corporation • M&A attorney of Skadden, Arps, Slate, • CEO of Telekurs (NA) Meagher and Flom • EVP Bridge Information systems • CFO of JCF Group • SVP at Dun & Bradstreet • MBA from Columbia Business School • BA from the University of California (Irvine) • J.D. from Fordham Law School • MBA from UCLA, post-MBA from New Ken Marlin • CFA Charterholder York University Jason Panzer

• 18+ years of investment banking and • 20+ years of investment banking private equity experience experience • Named twice to Dealer’s Digest and • Experience working with both large recently M&A Advisor’s “40-Under-40” corporations and entrepreneurial • Founded Marlin & Associates with Ken technology-based companies Marlin • Formerly at Robertson Stephens and • Formerly at Veronis Suhler Stevenson, PaineWebber (UBS) Morgan Stanley, and American • BS, Finance from Pennsylvania State International Group University • BS from Binghamton University Michael Maxworthy Paul Friday

Paul Friday

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

• 10+ years on Wall Street • 25+ years of investment banking/ • Winner of M&A Advisor’s 2016 Emerging strategic consulting Leaders Award • Co-founder of MarketResearch.com • Previously with Scotia Capital and J.P. • Advisor at Dun & Bradstreet, R.R. Morgan • Donnelly & Sons, and BDM • BS from Villanova University • Executive positions in Washington • CFA Charterholder • Post’s Legislate subsidiary and Thomson Finacials’ legal research business • National Defense Education Fellow at New York University’s Graduate Jeffrey Trongone School of Public Administration George Beckerman

Note: Not a complete list JANUARY 2017

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 2016, Institutional Investor named Ken one of the 35 Most Powerful Dealmakers of 2016”

. Institutional Investor calls these 35 people the influential financiers that accelerate financial start-up’s paths to commercialization

Candidates were evaluated by four primary sets of attributes: achievements and contributions over the course of a career; scope and complexity of responsibilities; influence and leadership inside and outside the organization; and pure technological innovation. JANUARY 2017

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) – Acquisition International

The M&A Advisor and The M&A Forum have recognized Marlin & Associates for excellence in multiple deal categories including:

• Cross-Border Boutique Investment Banking Firm of the Year (2016)* • Boutique Investment Banking Firm of the Year (2014, 2015, 2016)* TMT Advisory Firm of the Year (2016) • Advisory Firm of they Year (2015)* • Middle Market International Professional Services (B-to-B) Deal of the Year (2013) Boutique Investment • Financial Services Deal of the Year (2013, 2012 and 2011) Banking Firm of the • Information Technology Deal of the Year (2011) Year • Middle Market Deal of the Year <$25M (2011) (2014, 2015, 2016) • 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)* • Middle Market Computer and Information Technology Deal of the Year (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 JANUARY 2017

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

Boston, MA San Mateo, CA New York, NY Campbell, CA has been acquired by received a strategic has been acquired by received an investment from investment from

Windsor, CT Tokyo, Japan Palo Alto, CA 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 Varden Technologies. advisor to Xignite. advisor to Alacra. advisor to Trunomi.

has sold the assets of Dublin, Ireland London, United Kingdom New York, NY has been acquired by invested in has invested in

London, United Kingdom London, United Kingdom Dublin, Ireland 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 financial advisor to Aquiline Capital advisor to CNO Financial Group. advisor to Information Mosaic. advisor to CIT Growth Capital. Partners.

Vienna, Austria Vienna, Austria New York, NY San Francisco, CA received a majority investment has acquired has entered into a strategic has led a $60 million investment in 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 strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive financial advisor advisor to AIM Software. advisor to AIM Software. advisor to Alacra Inc. Francisco Partners. JANUARY 2017

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

New York, NY Birmingham, AL New York, NY

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

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

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

from

Toronto, Canada Mumbai, India London, United Kingdom 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 Welsh, advisor to Atrium Network. Coalition Development Ltd. advisor to NYSE Euronext. Carson, Anderson & Stowe.

New York, NY Vancouver, Canada Doha, Qatar Sydney, Australia

has acquired has been acquired by has acquired has been acquired by

Tokyo, Japan Kansas City, MO London, United Kingdom New York, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial strategic and financial advisor to Qatar exclusive strategic and financial advisor to NYSE Euronext, Inc. advisor to Subserveo. Insurance Services LLC. advisor to SMARTS Group.

Invictus Financial Inc.

Brussels, Belgium has sold its majority interest in Vancouver, Canada Sante Fe, NM

has acquired has sold has been acquired by Ambit Messaging Hub Wrexham, United Kingdom from to to a group led by management Wayne, PA Jersey City, NJ Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial strategic and financial advisor to exclusive strategic and financial advisor to SWIFT. advisor to Deutsche Börse. Invictus Financial Inc. advisor to Strategic Analytics Inc. JANUARY 2017

2017 Fintech Events:

Date Conference Location Website

Feb 15-16, 2017 Verdict Financial Details The conference aims to provide an interactive platform for you to London, UK discuss how you can create a practical roadmap towards digital integration in order to remain competitive and future-proof your services. Delegates will debate, investigate and share best practices on topics such as the impact of robo-advice, millennials and other disruptors, how to create omnichannel client journeys and achieving successful integration in-house and with technology partners.

April 25, 2017 Empire Startups New York, NY Details Hear from those forging new trails in payments, blockchain, lending, robo-advisors, insurance tech, real estate and more. In addition to attracting hundreds of FinTech entrepreneurs, this 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.

June 26-28, 2017 The Future of Fintech - CB Insights Details The Future of Fintech is an exclusive gathering of the world's largest New York, NY financial institutions, best fintech startups, and most active venture investors. Covering the ongoing pace of disruption and funding in finance and what that means for incumbents, consumers, and the future of financial services more broadly across major trends like AI, blockchain, insurance tech, robo advising, and more.

June 26-28, 2017 Money 20/20 Europe Copenhagen, DK The payments, financial services and retail sectors are currently experiencing an accelerated period of product development, characterised by technology and regulatory-based disruption. Details Money20/20 Europe is engineered to bring together all the stakeholders with a part to play in the commerce revolution: payments and financial services providers, banks and non-banks, the mobile ecosystem, the retail industry (offline and online), marketing services and data companies, investors, advisory firms and government bodies.

July 17-14, 2017 Details Fintech Week London London, UK This will represent a unique opportunity to find new opportunities, to discover what’s in store for London financial services and to connect with industry leaders. The aim once again is to unite the world of Fintech in the world’s financial capital; to enhance the dialog between established multi-nationals, innovation firms, disruptive start-ups, governments, media and investors..

July 17-14, 2017 Money2020 Asia Singapore Built in the US and thriving in Europe, Money20/20 will now bring Details together a global network of innovators, disruptors and established industry players at the inaugural Money20/20Asia driving a worldwide payments and financial services revolution with a pan-Asian focus. Money20/20 organises the world’s largest events focused on payments and financial services at the intersection of mobile, retail, marketing services, data and technology. In March 2018, Singapore will host the inaugural Money20/20 Asia; shining a light on the region’s unique opportunities, connecting companies and individuals that build, disrupt and challenge how consumers and businesses manage, spend and borrow money. JANUARY 2017

FINANCIAL TECHNOLOGY Sector Comparison Snapshot:

Enterprise Value / Revenue

Securities Exchanges

Data & Analytics - Financial Services

Banking Software & Processors

Payment Technology

Capital Markets Software & Services

Insurance Technology

Technology-Enabled Financial Institutions*

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

2016E EV/Revenue 2017E EV/Revenue

Enterprise Value / EBITDA

Capital Markets Software & Services

Banking Software & Processors

Data & Analytics - Financial Services

Insurance Technology

Securities Exchanges

Payment Technology

Technology-Enabled Financial Institutions*

0x 4x 8x 12x 16x 20x 24x

2016E EV/EBITDA 2017E EV/EBITDA

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

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 12/29/16. 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. JANUARY 2017 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 22 280

4.5x 20 250

4.0x 18 220

3.5x 16 190

3.0x 14 160 EV / EBITDA EV / Revenue

2.5x 12 130

2.0x 10 100 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17

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 CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E

FIS 24,961 35,144 3.7x 3.6x 11.9x 11.1x 3% 3% 31% 32% Fiserv 23,669 27,974 5.1x 4.8x 14.5x 13.6x 5% 5% 35% 35% Jack Henry & Associates 7,000 6,915 5.0x 4.7x 13.5x 13.4x 7% 5% 37% 35% Temenos 5,006 5,279 8.4x 7.6x 22.5x 20.0x 16% 9% 37% 38% Oracle Financial Services 3,915 3,488 5.4x 4.9x 13.5x 12.0x 9% 11% 40% 41% Ellie Mae 2,802 2,415 6.8x 5.5x 21.7x 16.9x 39% 23% 31% 33% ACI Worldw ide 2,108 2,809 2.9x 2.7x 11.9x 11.1x (6%) 5% 24% 25% Q2 Holdings 1,150 1,058 7.1x 5.5x nm nm 37% 29% na 4% Bottomline Technologies 949 995 2.9x 2.8x 12.9x 13.0x 2% 5% 22% 21% Sw ord Group 290 263 1.6x 1.4x 10.1x 9.0x 17% 11% 16% 16% Polaris Consulting & Services 227 157 nm nm nm nm na na na na Microgen 142 140 2.9x 2.8x 11.7x 11.1x 24% 2% 25% 26% Gresham Computing 105 100 4.7x 4.1x 21.2x 15.6x 17% 16% 22% 26% Trim Mean 4,296 4,681 4.6x 4.1x 14.8x 13.1x 14% 9% 29% 29% Median 2,108 2,415 4.8x 4.4x 13.5x 13.0x 13% 7% 31% 29%

[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 Fiserv (Nasdaq:FISV) acquired Online Banking Solutions for an undisclosed sum. The acquisition will bolster Fiserv’s cash management and digital business banking 12/12/16 solutions. Online Banking Solutions offers digital fraud prevention tools, as well as a secure platform that serves as a gateway for commercial customers to connect with financial institution applications. Nubank (São Paulo, Brazil) raised $80mm in a Series D round of funding, led by new investor DST Global; and including participation from new investors Redpoint 12/7/16 Ventures and Ribbit Capital; and existing investors Sequoia Capital, QED Investors, The Founders Fund, and Tiger Global Management. Nubank provides fee-free credit cards managed exclusively through a mobile app. Leveris (Dublin, Ireland) raised €15mm in a Series A round of funding. Leveris seeks to deliver a cloud-based, end-to-end digital banking and lending tool. The company’s 12/5/16 Undisclosed Investors platform is designed using open APIs to allow banks to integrate with third-party products and services. The company is preparing for an international product lease and has expanded headcount to roughly 200 employees.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 12/30/16. 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. JANUARY 2017 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

3.5x 25.0x 220

200

3.0x 20.0x 180

160

2.5x 15.0x 140 EV / EBITDA EV / Revenue

120

2.0x 10.0x 100 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17

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 CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E

IHS Mar kit 12,043 15,186 4.2x 4.3x 11.3x 11.0x 10% (3%) 37% 39% Broadridge 8,062 8,960 2.6x 2.1x 13.1x 11.2x 25% 22% 20% 19% SS&C Technologies 5,910 8,298 5.5x 5.0x 13.7x 11.5x 52% 9% 40% 43% Computershare 5,024 6,327 3.1x 2.9x 11.8x 11.7x 5% 6% 26% 25% DST 3,536 3,467 2.1x 2.3x 9.2x 9.1x (20%) (7%) 23% 25% SimCor p 1,981 1,944 6.4x 6.1x 26.6x 25.1x 5% 5% 24% 24% Envestnet 1,513 1,753 3.0x 2.6x 17.4x 13.1x 37% 16% 17% 20% IRESS 1,399 1,517 5.4x 4.8x 17.6x 15.5x 8% 12% 30% 31% Fidessa group 1,100 1,017 2.5x 2.4x 9.5x 8.8x 11% 6% 27% 27% First Derivatives 683 703 4.3x 3.8x 22.2x 19.8x 24% 13% 19% 19% Linedata Services 358 372 2.1x 2.1x 7.3x 7.2x (2%) 2% 29% 29% Cinnober 145 142 3.6x 2.9x nm 27.8x 19% 24% 3% 11% StatPro Group 86 98 2.3x 2.2x 16.1x 14.4x 17% 4% 14% 15% Brady 73 65 1.7x 1.7x 11.9x 10.5x 11% 5% 15% 16% Lombard Risk Management 39 30 0.8x 0.7x nm 5.4x 26% 27% 0% 12% Trim Mean 2,298 2,666 3.3x 3.0x 14.0x 13.0x 15% 9% 22% 23% Median 1,399 1,517 3.0x 2.6x 13.1x 11.5x 11% 6% 23% 24%

Recent Activity

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

FactSet (NYSE:FDS) acquired Vermilion Software for $67mm. Vermilion provides client reporting and communications solutions to the asset management industry, and 12/20/16 is expected to help FactSet satisfy the increased demand for client reporting driven by new and increasingly sophisticated regulatory rquirements.

SS&C (Nasdaq:SSNC) acquired Conifer Financial Services for $89mm. Conifer is an asset servicing firm with more than $110bn of total assets under administration, 12/15/16 serving the administrative needs of pensions, endowments, foundations, family offices, RIAs, asset managers, private equity, and hedge funds.

Synchronoss Technologies (Nasdaq:SNCR) agreed to acquire Intralinks for $854mm (at an implied 2.9x LTM Revenue). Intralinks provides secure, cloud-based virtual 12/6/16 data rooms and collaboration platforms. Synchronoss anticipates the realization of $40mm of total synergies within the first year after closing. The transaction is expected to close in late Q1 2017.

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 19x 280

235 5.0x 16x

190

4.0x 13x EV / EBITDA EV / Revenue 145

3.0x 10x 100 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17

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 CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E

Thomson Reuters 32,977 41,815 3.7x 3.7x 13.3x 12.6x (8%) 2% 28% 29% S&P Global 28,530 31,063 5.6x 5.5x 12.6x 11.8x 5% 1% 44% 46% Experian 18,419 21,572 4.6x 4.5x 13.5x 12.6x (0%) 4% 34% 36% Moody's 18,317 19,865 5.6x 5.2x 12.4x 11.5x 3% 6% 45% 45% Equifax 14,341 17,114 5.4x 5.0x 15.3x 13.8x 18% 9% 36% 36% Verisk Analytics 13,944 16,062 8.0x 7.6x 16.1x 15.0x (3%) 6% 50% 51% MSCI 7,521 8,622 7.5x 7.0x 15.2x 13.7x 7% 7% 50% 51% FactSet Research Systems 6,554 6,724 5.9x 5.5x 16.4x 15.6x 11% 6% 36% 35% CoStar Group 6,115 5,929 7.1x 6.3x 23.2x 20.3x 18% 13% 31% 31% Dun & Bradstreet 4,440 5,733 3.4x 3.3x 11.6x 11.1x 4% 2% 29% 29% FICO 3,841 4,336 4.9x 4.6x 20.8x 20.5x 5% 5% 23% 23% CoreLogic 3,285 4,742 2.4x 2.5x 9.6x 9.3x 27% (1%) 26% 26% Morningstar 3,185 2,980 3.8x 3.6x 11.9x 11.0x 0% 5% 32% 33% Trim Mean 11,392 12,887 5.2x 4.9x 14.5x 13.6x 6% 5% 35% 36% Median 7,521 8,622 5.4x 5.0x 13.5x 12.6x 5% 5% 34% 35%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced comdirect bank (XTRA:COM) acquired OnVista from Boursorama for an undisclosed sum. OnVista comprises an online broker, OnVista Bank, and a comprehensive 12/9/16 financial information portal for active investors and traders, OnVista Media. The acquisition strengthens comdirect’s position as a market leader in the brokerage business in Germany.

Finicity (Murray, UT) raised $42mm in a Series B funding round led by new investor Experian and including existing investors. Finicity, a provider of real-time financial 12/7/16 data aggregation, plans to use the capital to expand the size of its engineering and support teams in order to accelerate the development of solutions built on its platform.

QUICK (Tokyo, Japan), a subsidiary of Nikkei, acquired a 33.5% stake in RIM Intelligence for an undisclosed sum. RIM Intelligence, a price reporting agency based 11/29/16 in Japan, issues various indexes daily including the “RIM price”, which is a reference price utilized in trading of oil products in the Japanese domestic market.

Public Market Data

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

3.0x 40x 250

35x 220 2.5x 30x

25x 190 2.0x 20x

15x 160 EV / EBITDA EV / Revenue 1.5x 10x 130 5x

1.0x 0x 100 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17

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 CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E

Guidew ire Softw are 3,616 3,085 7.0x 5.9x 39.5x 29.0x 12% 18% 18% 20% Ebix 1,866 2,030 6.9x 6.4x 18.2x 16.6x 11% 9% 38% 38% CorVel 722 681 nm nm nm nm na na na na Sapiens 715 634 2.9x 2.6x 19.9x 17.1x 16% 15% 15% 15% msg life 124 100 0.8x 0.8x 8.9x 7.9x 5% 3% 9% 10% Connecture 38 107 1.2x 1.1x nm 14.0x (10%) 10% na 8% Trim Mean 857 863 3.7x 3.2x 19.1x 15.9x 9% 11% 16% 15% Median 719 658 2.9x 2.6x 19.1x 16.6x 11% 10% 16% 15%

[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) acquired ISCS for $160mm. ISCS develops a 12/19/16 web-based policy administration suite and caters to the US property and casualty insurance market.

Hippo (Mountain View, CA) raised $14mm in a Series A funding round led by Horizons Ventures and included RPM Ventures, Propel Venture Partners, GGV 12/14/16 Capital and Pineline Capital. Hippo uses modern technology to provide home insurance.

Lemonade (New York, NA) raised $34mm in a Series B funding round led by General Catalyst and included GV, Thrive Capital, Tusk Ventures and existing investors. 12/5/16 Lemonade is a licensed insurance carrier, offering homeowners and renters insurance powered by artificial intelligence and behavioral economics.

Public Market Data

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

4.5x 18x 250

16x 225 4.0x

14x 200 3.5x 12x 175 3.0x 10x 150 EV / EBITDA EV / Revenue 2.5x 8x 125

2.0x 6x 100 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17

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 CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E

Pay Pal 47,917 42,829 4.0x 3.4x 15.6x 13.5x 17% 16% 25% 25% FleetCor Technologies 13,488 16,939 9.3x 7.8x 17.7x 14.5x 7% 19% 52% 54% Vantiv 11,766 14,911 7.9x 7.3x 16.4x 15.3x 14% 8% 48% 48% Global Payments 10,750 14,746 5.4x 4.4x 17.0x 13.1x (4%) 24% 32% 33% Western Union 10,649 12,575 2.3x 2.3x 9.4x 9.2x (1%) 2% 25% 25% Total System Services 9,011 11,949 2.9x 2.5x 11.7x 10.7x 50% 16% 24% 23% Wirecard 5,294 4,450 4.0x 3.2x 13.6x 10.6x 28% 28% 30% 30% WEX 4,784 6,548 6.5x 5.4x 17.8x 13.3x 18% 19% 37% 41% Euronet Worldw ide 3,949 3,827 2.0x 1.8x 11.0x 9.5x 10% 9% 18% 19% Blackhaw k Netw ork Holdings 2,097 2,378 1.2x 1.1x 11.6x 9.3x 8% 15% 11% 11% EV ERTEC 1,319 1,911 5.0x 4.9x 10.3x 10.4x 3% 2% 48% 47% PayPoint 850 786 3.0x 3.1x 10.7x 10.2x (2%) (4%) 28% 30% Cass Information Systems 829 526 nm nm nm nm na na na na Moneygram International 784 1,548 1.0x 1.0x 5.8x 5.5x 6% 6% 18% 17% SafeCharge 390 262 2.5x 2.2x 7.6x 6.5x 6% 13% 32% 33%

Trim Mean 5,813 7,161 3.9x 3.4x 12.7x 10.9x 10% 12% 30% 31% Median 4,784 4,450 3.5x 3.1x 11.6x 10.5x 8% 14% 29% 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

Volkswagen Financial Services (Braunschweig, Germany) acquired PayPoint's Mobile Payments Business for €26.5mm ($32.5mm). The business contracts with parking 12/23/16 authorities to provide mobile phone payment of parking charges in the UK, USA, Canada, France and Switzerland.

Istituto Centrale delle Banche Popolari Italiane (Milan, Italy) acquired 100% of Bassilichi valuing the Company at €230mm ($245mm). Bassilichi is one of the main 12/6/16 outsourcers in the payments sector, offering a range of solutions for banks, enterprises and the public.

Vantiv (NYSE: VNTV) acquired Moneris Solutions (the US business of Moneris) for $425mm. Moneris offers credit, debit, wireless and online payment services for 11/10/16 merchants in virtually every industry segment and processed approximately $12bn in US transaction volume in 2015.

Public Market Data

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

12.0x 16x 180

11.0x 165 14x 10.0x 150

9.0x 12x 135

8.0x 120 EV / EBITDA EV / Revenue 10x 7.0x 105

6.0x 8x 90 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17

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 CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E

CME Group 39,120 39,847 11.2x 10.6x 16.0x 15.0x 7% 6% 70% 71% IntercontinentalExchange (ICE) 33,852 39,741 8.8x 8.4x 14.3x 13.1x 35% 5% 62% 64% Hong Kong Exchange 28,700 27,372 18.8x 16.6x 27.1x 23.4x (12%) 13% 69% 71% Deutsche Börse Group 15,081 16,417 6.4x 6.0x 12.1x 10.9x (11%) 6% 52% 55% London Stock Exchange (LSE) 12,468 13,087 6.9x 6.3x 14.1x 12.3x (12%) 9% 49% 51% The Nasdaq OMX Group 11,377 14,639 6.4x 5.9x 12.8x 11.7x 20% 8% 50% 51% BM&F Bovespa 9,214 8,954 12.5x 10.7x 20.0x 16.5x 4% 17% 62% 65% Australian Exchange (ASX) 6,999 6,286 11.5x 10.9x 15.0x 14.1x 1% 6% 77% 77% CBOE 6,006 5,933 9.3x 8.3x 16.9x 13.5x 1% 12% 55% 61% Singapore Exchange (SGX) 5,336 4,683 8.4x 8.1x 15.1x 13.9x (3%) 4% 56% 58% TMX Group 2,954 3,482 6.3x 6.1x 12.5x 11.6x (3%) 3% 50% 52% Trim Mean 14,337 15,235 9.0x 8.4x 15.2x 13.5x 0% 8% 59% 61% Median 11,377 13,087 8.8x 8.3x 15.0x 13.5x 1% 6% 56% 61%

Recent Activity

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

A Chinese consortium acquired a 40% stake in Pakistan Stock Exchange for $85mm. 12/24/16 Pakistan Stock Exchange Limited provides securities exchange services in Pakistan.

NYSE (New York, NY) acquired National Stock Exchange for an undisclosed amount. 12/14/16 The National Stock Exchange operates an electronic securities exchange that trades equity securities and equity derivatives in the United States

London Stock Exchange Group (LSE:LSE) signed an agreement to acquire Mergent for an undisclosed amount. Mergent provides business and financial information on 11/21/16 global publically listed companies and its business will form part of London Stock Exchange Group Information Services division.

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 220

200 4.0x 18x 180

160 3.0x 14x 140 EV / EBT

EV / Revenue 120 2.0x 10x 100

1.0x 6x 80 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17

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 CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E CY2016E CY2017E

Charles Schw ab 52,653 7.0x 6.2x 15.8x 12.4x 19% 14% 45% 50% TD Ameritrade 23,064 6.9x 6.2x 15.1x 13.1x 5% 11% 46% 47% E*TRA DE 9,545 4.9x 4.4x 12.3x 11.1x 5% 11% 40% 40% MarketAxess 5,552 15.2x 13.6x 27.1x 24.1x 21% 11% 56% 57% BGC Partners 3,807 1.5x 1.4x 7.9x 6.8x 3% 7% 19% 20% Interactive Brokers Group 2,500 1.8x 1.5x 2.5x 2.5x (1%) 20% 72% 62% IG Group 2,249 3.8x 3.6x 8.1x 7.9x 9% 6% 47% 45% ICA P 2,169 2.6x 3.3x 7.1x 7.3x na (21%) 37% 46% LendingClub 2,055 4.2x 3.5x nm 33.5x 13% 20% na 10% Tullett Prebon 1,348 1.3x 1.0x 7.8x 4.7x 9% 34% 17% 21% Monex Group 777 1.9x 1.9x nm nm (4%) (1%) na na Investment Technology Group 646 1.4x 1.3x nm nm (27%) 9% na na BinckBank 409 2.7x 2.6x nm nm (25%) 3% na na On Deck Capital 329 1.1x 0.9x nm nm 62% 32% na na GAIN Capital 320 0.8x 0.9x 5.2x 5.6x (9%) (3%) 16% 15% FXCM 39 nm nm nm nm na na na na Trim Mean 3,912 3.2x 2.9x 9.9x 10.3x 4% 11% 38% 38% Median 2,112 2.6x 2.6x 8.0x 7.9x 5% 11% 42% 45%

Recent Activity

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

Community Bank System (NYSE:CBU) acquired Northeast Retirement Services (NRS) for approximately $140mm. The acquisition of NRS will create an organization 12/5/16 with more than $80mm in annual revenue, more than $50bn in trust assets and 3,800 retirement and other employee benefit plan administration clients.

LendingTree (NASDAQ: TREE) acquired CompareCards for $130mm. CompareCards 11/16/16 is a leading online source for side-by-side credit card comparison, comprehensive credit education and credit health management.

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

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 JANUARY 2017

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

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 JANUARY 2017

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

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 JANUARY 2017

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 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 JANUARY 2017

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 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

New York | San Francisco | Washington, D.C. | Toronto