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M&AM A R L I N & A S S O C I A T E S

F i n a n c i a l Te c h n o l o g yM A R K E TU P D A T E

INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES

www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved

December 2017

Toronto

Washington, D.C.

New York

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. Please see below for our December Fintech Market Update.

As 2017 comes to a close it is sometimes useful to reflect on the many evolutionary – and sometimes revolutionary - changes going on in the Fintech world. Clearly, there is a land rush going on for mind and market share. It’s everywhere – in sectors such as wealth management, insurance, commercial banking, business and retail lending, capital markets, investment banking, digital cashmanagement, cybersecurity, CRM and of course, payments. Blockchain is everywhere. Crypto currencies are all the rage.

Over the course of the past 15 years, Marlin & Associates has become one of the most active investment banking and strategic advisory firms by providing diligent, disciplined, unbiased counsel to worldwide buyers and sellers of middle-market Fintech firms.

We were pleased this year to have again advised a wide range of interesting firms on important Fintech transactions. We advised PE firms such as ABRY Partners (on its sale of Quo Vadis (cybersecurity) to WISeKey) and we advised strategics such as TMX (on its sale of Atrium Networks (connectivity) to ICE – owner of the NY Stock Exchange). We advised a host of entrepreneurial firms on sales (e.g. the sale of Options City to Vela Trading Technologies (capital markets tech), and the sale of Advise Technologies to Compliance Solutions Strategies (Wealth Management and GRC). We advised on several capital raises (e.g., the $300 million refinancing of a credit facility for Think Finance (a “Lending-as-a-Service” company); the strategic investment into Open Gamma with participation from JPX - the Japanese stock exchange; and the recent $34 million growth equity investment into SaaS-based Tier1CRM by Wavecrest, Salesforce Ventures and Mass Mutual Ventures). We’ve been busy.

There are a lot of reasons for all this activity in Fintech. The market is large, growing, and changing fast - and the technology used by many incumbents is ripe for replacement by newer approaches that make effective use of SaaS, PaaS, Cloud, Digital Ledger Technology, Big Data, and AI. There are new approaches such as crowd funding, social finance, and ICOs. There are crypto currencies and other block chain enabled capabilities. There are AML, KYC and other regulatory and compliance pressures as a result of Basel III, MiFID III, Solvency II, Dodd Frank, Sarbanes Oxley, IFRS and more. And it helps that the millennial generation is receptive to new ideas – and that non-traditional players that understand them have entered the market – firms like Amazon, Apple, Facebook, Google, IBM, Microsoft, Oracle, Salesforce, TCS, and even Walmart.

As you will see in the report found below, m&a values for fast-growing mid-market companies that serve this world continue to rise. Some of the more interesting transactions this month include:

DEAR CLIENTS AND FRIENDS,

The Fintech M&A Revolution Continues: Our December 2017 Fintech M&A report

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 Bankof 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.

• TransferWise (London, United Kingdom) raised $280mm in a series E funding round led by new investors Institutional Venture Partners and Old Mutual Global Investors,

• Radius Payment Solutions (Crewe, United Kingdom) raised £150mm (~$200mm) in an equity funding round led by new investor Inflexion Private Equity Partners,

• Euronext (ENXTPA:ENX) acquired the Irish Stock Exchange for €137mm (~$162mm), valuing the company at an implied 4.7x LTM revenue and 14.3x LTM EBITDA,

• Monzo (London, United Kingdom) raised £71mm (~$93mm) in a round of funding led by new investor Goodwater Capital, and included new investors Stripe and Michael Moritz (through charitable investment vehicles), and existing investors Passion Capital, Thrive Capital, and Orange Digital Ventures.

Kenneth B. Marlin | Managing PartnerMarlin & Associates | www.marlinllc.com

Sincerely,

As we have said throughout the past 15 years, we enjoy working with the Fintech firms that are fomenting this revolution. It’s fun; and its game changing. We look forward to working with you in the New Year.

https://www.marlinllc.com/transactions







http://www.marlinllc.com/

https://www.linkedin.com/company/marlin-&-associates/

https://www.linkedin.com/company/marlin-&-associates/

MARLIN & ASSOCIATES: FINTECH MARKET UPDATE

Marlin & Associates3

Sector Analyses10

Banking Software & Processors10

Capital Markets Software & Services11

Data & Analytics – Financial Services12

Insurance Technology13

Payment Technology14

Securities Exchanges15

Technology-Enabled Financial Institutions16

Sector Comparison9

Case Studies17

Events8

Financial Technology is a complex industry that serves a wide range of customers, includingretail, commercial, merchant and investment banks; asset managers; insurance companies;securities exchanges; corporations (treasurers and CFO’s); merchants (payments); and a host ofother financial services industry participants, consumers and intermediaries who interface withthese financial institutions.

DECEMBER 2017

Note: Not a complete list

Ken Marlin

Founder and Managing Partner of M&A• Twice named to II’s Tech 50• Member Market Data Hall of Fame• MD Veronis Suhler Stevenson• CEO of Telesphere Corporation • CEO of Telekurs (NA)• EVP Bridge Information systems• SVP at Dun & Bradstreet• BA from the University of California (Irvine)• MBA from UCLA, post-MBA from New

York University Jason Panzer

Chief Operating Officer of M&A• 20+ years of M&A experience advising

technology and PE firms, globally• VP Business Development at FactSet• M&A attorney of Skadden, Arps, Slate,

Meagher and Flom• CFO of JCF Group• MBA from Columbia Business School• J.D. from Fordham Law School• CFA Charterholder

Paul Friday

• 20+ years of investment banking experience• Experience working with both large

corporations and entrepreneurial technology-based companies

• Formerly at Robertson Stephens and PaineWebber (UBS)

• BS, Finance from Pennsylvania State University

• 18+ years of investment banking andprivate equity experience

• Named twice to Dealer’s Digest and recently M&A Advisor’s “40-Under-40”

• Founded Marlin & Associates with Ken Marlin

• Formerly at Veronis Suhler Stevenson, Morgan Stanley, and American International Group

• BS from Binghamton University

Louis DeRose

• 7+ years of M&A experience• Formerly a corporate finance &

strategy consultant at Pöyry and Huron Consulting

• CFA Charterholder• BS, Finance & Accounting from

Villanova University

MARLIN AND ASSOCIATES: WHO WE ARE

OUR SENIOR TEAM BRINGS EXTENSIVE DEPTH, BREADTH AND INDUSTRY EXPERTISE TO OUR CLIENTS

Michael Maxworthy

DECEMBER 2017

"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 BrunnerCEO, QuoVadis

Tom Selby

• 18+ years of M&A experience • VP of Business Development at

SunGard• Founder of software company sold to

SunGard • Started career designing trading software

for TD Bank• BaSC, Engineering from University of

TorontoSam Levy

• 10+ years of technology investment banking experience

• Experience working with both large corporations and entrepreneurial technology-based companies

• Formerly at BNPParibas,• MBA, NYU Stern, MS from

CentraleSupelec

OUR FOUNDING PARTNER HAS FOUR TIMES BEEN RECOGNIZED AS ONE OF THE MOST INFLUENTIAL PEOPLE IN FINANCIAL TECHNOLOGY

“Deal making is as integral to the evolution of the financial technology industry as thetechnologies themselves and Ken Marlin has been in the thick of it...”

– Institutional Investor 2014

In 2011, Institutional Investor, the international publisher focused primarily oninternational finance, has named M&A’s Founding Partner, Ken Marlin, as one ofInstitutional Investor’s Tech 50, which honored the 50 most “disruptive” figures in thefinancial technology sector

Institutional Investor calls these 50 people disrupters because they're changing theway 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 influentialpeople in financial technology

Ken was, again, the only investment banker included on the list

In 2015 and 2016, Institutional Investor named Ken one of the “35 Most PowerfulDealmakers of 2016”

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

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

DECEMBER 2017

M&A Award USA TMT Advisory Firm of the Year (2012, 2015) – Acquisition International

• 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

• Cross-Border Deal of the Year (2017)*• Cross-Border Boutique Investment Banking Firm of the Year (2016)*• Boutique Investment Banking Firm of the Year (2014, 2015, 2016)*• Advisory Firm of they Year (2015)*• Middle Market International Professional Services (B-to-B) Deal of the Year (2013)• Financial Services Deal of the Year (2013, 2012 and 2011)• Information Technology Deal of the Year (2011)• Middle Market Deal of the Year <$25M (2011)• Corporate and Strategic Acquisition of the Year (2011)• Middle Market Financial Services Deal of the Year (2011 and 2010)• Middle Market Information Technology Deal of the Year (2011 and 2010)• Middle Market International Financial Services Deal of the Year (2013 and 2010)• 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)*

PEER AND INDUSTRY GROUP RECOGNITION

Boutique Investment Banking Firm of the Year(2014, 2015, 2016) - The M&A Advisor

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

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

TMT Advisory Firm of the Year (2016)

Boutique Investment Banking Firm of the

Year(2016)

– ACQ5 (Acquisition Finance

Magazine)

“We are always grateful to be recognized for our hard work, but we are more pleased that we areable to help our clients achieve the results that they seek.”

Ken MarlinFounder and Managing Partner

Note: Not a complete list.

DECEMBER 2017


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

DECEMBER 2017

“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

has received an equity investment from

Marlin & Associates acted as exclusive strategic and financial advisor to Investment Metrics

has been acquired by

Marlin & Associates acted as exclusive strategic and financial advisor to OptionsCity Software

Toronto, Canada

Atlanta, GA

Marlin & Associates acted as exclusive strategic and financial

advisor to TMX Group

has sold the Atrium wireless and extranet infrastructure

businesses to

a portfolio company of

Hamilton, Bermuda

Marlin & Associates acted as exclusive strategic and financial advisor to QuoVadis and ABRY


London, UKreceived an investment

from


advisor to OpenGamma

New York City, NY




advisor to Advise Technologies, LLC

New York City, NY

Lake Success, NY

Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems, Inc.


Phoenix, AZ

Boston, MA and San Francisco, CA


advisor to BillingTree

has completed a majority recapitalization with

Salt Lake City, UT

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to iTransact Group, LLC

has been acquired byreceived an investment from

Port Talbot, United Kingdom

London, United Kingdom

Marlin & Associates acted as exclusive strategic and

financial advisor to Vizolution.

San Mateo, CA


financial advisor to Xignite.

received a strategicinvestment from

Tokyo, Japan


advisor to Tier1CRM

has received an equityinvestment from


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

DECEMBER 2017

“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 SinclairPresident, TMX Datalinx



financial advisor to Alacra, Inc.

Palo Alto, CA

New York, NY Paris, France

Palo Alto, CA


financial advisor to Everteam.

has acquired the Business Process Management

business from

Campbell, CA

received an investment from


advisor to Trunomi.

Boston, MA

Windsor, CT

Marlin & Associates acted as exclusive strategic and financial advisor to Varden Technologies.

has been acquired byNew York, NY

Dublin, Ireland

Marlin & Associates acted as financial advisor to Aquiline

Capital Partners.

has invested in

has sold the assets of

to

Marlin & Associates acted as exclusive strategic and financial advisor to CNO Financial Group.

Dublin, Ireland

London, United KingdomMarlin & Associates acted as

exclusive strategic and financial advisor to Information Mosaic.


San Francisco, CA

has led a $60 million investment in

New York, NY

Marlin & Associates acted as exclusive financial advisor

Francisco Partners.

Vienna, Austria

received a majority investment from

New York, NY


advisor to AIM Software.

Campbell, CA


Englewood, CO


financial advisor to Infonetics Research, Inc.

New York, NY

has entered into a strategic alliance with

New York, NY


advisor to Alacra, Inc.

Brentwood, TN


Marlin & Associates acted as strategic and financial advisor to Agilum Healthcare Intelligence


2017 Fintech Events:

ConferenceDate Location Website

Details

March 13-15, 2018

London, UK

Details

March 6-9, 2018

Details

April 9-11, 2018

New York, NY DetailsApril 18, 2018

Amsterdam DetailsJune 4-6, 2018

Finnovate Europe1400+ attendees, 70+ companies demoing, cutting-edge banking, financial and payments technology in a unique, short-form, demo format. After the 70+ demos, get advice and insights from another 100+ fintech experts in a newly expanded program. All taking place in a larger venue to accommodate increased demand.

Toronto Details

DECEMBER 2017

Money2020 AsiaMoney20/20 is the world’s largest marketplace for ideas, connections and deals in Payments and Financial Services. It’s where leaders – representing every sector of the industry –come to seize new business opportunities, strengthen partnerships and discover the latest disruptions.

Singapore

LendIt FintechThis year’s agenda is expanding with the industry to cover the hottest topics in lending and fintech. Our 150+ sessions explore insurtech, blockchain, bank partnerships, financial inclusion, wealth management and more!

San Francisco, CA

Empire Startups Fintech ConferenceHear 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.

Money2020 EuropeMoney20/20 is the world’s largest marketplace for ideas, connections and deals in Payments and Financial Services. It’s where leaders – representing every sector of the industry –come to seize new business opportunities, strengthen partnerships and discover the latest disruptions.

June 27, 2018 Empire Startups Fintech ConferenceHear 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.

https://finance.knect365.com/finovateeurope/

http://www.lendit.com/usa/2017/agenda

https://europe.money2020.com/

https://www.empirefintechconference.com/pages/ny2018

https://europe.money2020.com/registration-pricing-listing

https://www.empirefintechconference.com/pages/to2018

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/17. These companies are asample 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 andmedian 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.

Enterprise Value / Revenue

Enterprise Value / EBITDA

FINANCIAL TECHNOLOGYSector Comparison Snapshot:

0x 2x 4x 6x 8x 10x 12x

Technology-Enabled Financial Institutions*

Capital Markets Software & Services

Insurance Software

Payment Technology

Banking Software & Processors

Data & Analytics - Financial Services

Securities Exchanges

2017E EV/Revenue 2018E EV/Revenue

0x 8x 16x 24x 32x 40x

Payment Technology


Capital Markets Software & Services

Data & Analytics - Financial Services

Banking Software & Processors

Technology-Enabled Financial Institutions*

Insurance Software

2017E EV/EBITDA 2018E EV/EBITDA

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

DECEMBER 2017

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/17. These companies are asample 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 andmedian 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 reflectedabove.

Banking Software & ProcessorsPublic Market Data

[1] Q2 Holdings (QTWO) added to the index as of IPO 3/20/14

Recent Activity

DECEMBER 2017

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/28/16

QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new investor Sunshine Insurance Group, and including participation from GuosenHongsheng Investment Co., Fosun Capital, and other undisclosed investors. QuantGroup provides online financial services in China.

11/16/16

LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) for $130mm. CompareCards is an online platform enabling consumer credit card comparisons, and providing credit education and credit health management solutions. The transaction consideration consists of $85mm cash at closing and up to $45mm of earn-out payments paid during 2017 and 2018.

11/10/16

Meta Financial Group (NASDAQ:CASH) acquired Specialty Consumer Services (SCS) for $54mm. SCS offers a loan management platform and a proprietary underwriting model that are primarily used to deliver consumer tax advances and other consumer credit services. The transaction consideration consists of approximately $15mm at closing, with potential for additional contingent payments.


11/30/17

Deposit Solutions (Hamburg, Germany) raised $20mm in a round of funding led by existing investors e.ventures and Greycroft Partners. Deposit Solutions offers an API-based “open banking” platform for savings deposits. This round brings the total raised by Deposit Solutions to more than $43mm.

11/14/17

Alogent (Norcross, GA) acquired Jwaala for an undisclosed sum. Jwaala provides digital banking solutions for US financial institutions. All of Jwaala’s existing solutions will continue to be supported, and will be marketed under the new brand “Alogent Digital”.

11/6/17

and Michael Moritz

Monzo (London, United Kingdom) raised £71mm (~$93mm) in a round of funding led by new investor Goodwater Capital, and included new investors Stripe and Michael Moritz (through charitable investment vehicles), and existing investors Passion Capital, Thrive Capital, and Orange Digital Ventures. The round valued the company at a pre-money valuation of £209mm (~$275mm).

90

120

150

180

210

240

270

300

Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17

5 Year M&A Banking Software Index[1] vs. S&P 500, base = 100

M&A Banking Software Index S&P 500

8x

11x

14x

17x

20x

23x

26x

2.5x

3.0x

3.5x

4.0x

4.5x

5.0x

5.5x


EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise(USD millions) Cap Value CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

FIS 31,695 40,188 4.4x 4.4x 13.3x 12.6x (1%) 0% 33% 35%Fiserv 28,196 32,982 5.8x 5.5x 16.2x 15.2x 3% 6% 36% 36%Jack Henry & Associates 8,954 8,850 6.0x 5.7x 17.2x 16.3x 5% 6% 35% 35%Temenos 8,865 9,142 12.5x 11.2x 36.0x 30.5x 15% 12% 35% 37%Oracle Financial Services 4,911 4,531 6.2x 5.5x 15.1x 13.5x 7% 13% 41% 41%Ellie Mae 3,163 2,797 6.8x 5.7x 23.4x 20.4x 14% 20% 29% 28%ACI Worldw ide 2,740 3,366 3.3x 3.2x 13.3x 12.3x 1% 4% 25% 26%Q2 Holdings 1,732 1,643 8.5x 6.8x nm nm 29% 24% 5% 8%Bottomline Technologies 1,258 1,317 3.6x 3.4x 15.8x 14.6x 6% 8% 23% 23%Polaris Consulting & Services 584 481 na na na na na na na naMicrogen 376 367 4.6x 4.1x 19.5x 16.3x 39% 10% 23% 25%Sw ord Group 374 352 1.7x 1.6x 11.4x 10.4x 7% 10% 15% 15%Gresham Technologies 179 168 6.2x 5.8x 24.1x 21.3x 17% 7% 26% 27%

Trim Mean 5,559 5,985 5.5x 5.0x 17.5x 15.8x 10% 10% 28% 29%Median 2,740 2,797 5.9x 5.5x 16.2x 15.2x 7% 9% 27% 28%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin


Capital Markets Software & ServicesPublic Market Data

Recent Activity

DECEMBER 2017


11/22/17

ION Investment (Dublin, Ireland) agreed to acquire Dealogic for an undisclosed sum. Dealogic had previously been owned by Carlyle Group and Euromoney Institutional Investor; Carlyle will retain a significant stake in Dealogic, while Euromoney agreed to sell its entire 15.5% stake for $135mm. Euromoney had acquired its stake for $59mm in 2014.

11/16/17 (SunGard Kingstar Data System business)

Zhongping Capital agreed to acquire the SunGard Kingstar Data System business from FIS for an undisclosed sum. Kingstar, originally acquired by SunGard in 2006, provides software and processing solutions for the Chinese financial markets. Thetransaction is expected to close in the first quarter of 2018.

11/15/17

Alter Domus (Luxembourg, Luxembourg) agreed to acquire Cortland Capital Market Services for an undisclosed sum. Alter Domus management views the transaction as a significant step in their long term plan to expand their presence in the US. This is Alter Domus’ second transaction of the year, following the acquisition of Carta Fund Services in February. The transaction is expected to close in the first quarter of 2018.


IHS Markit 18,482 22,398 6.3x 5.9x 16.2x 14.8x (2%) 6% 39% 40%Broadridge 10,813 11,817 2.8x 2.7x 14.7x 14.0x 22% 2% 19% 19%SS&C Technologies 8,768 10,882 6.5x 6.2x 15.8x 14.2x 13% 6% 41% 43%Computershare 6,852 7,936 3.8x 3.7x 14.0x 12.8x 4% 2% 27% 29%DST 3,855 4,278 2.1x 1.9x 10.0x 8.9x 33% 7% 21% 22%SimCorp 2,385 2,394 6.0x 5.5x 23.3x 20.1x 15% 9% 26% 28%Envestnet 2,173 2,383 3.5x 3.1x 18.7x 14.9x 17% 16% 19% 21%IRESS 1,404 1,536 4.6x 4.2x 16.1x 14.1x 12% 9% 28% 30%First Derivatives 1,350 1,365 6.2x 5.5x 34.1x 30.9x 18% 13% 18% 18%Fidessa group 1,287 1,191 2.6x 2.6x 12.6x 12.1x 6% 2% 21% 21%Linedata Services 339 422 2.0x 2.0x 8.5x 7.6x 7% 3% 24% 26%Cinnober 216 193 3.9x 3.0x na 64.8x 20% 28% na 5%StatPro Group 130 156 2.4x 2.1x 17.2x 13.5x 30% 18% 14% 15%Brady 70 63 1.6x 1.6x 23.3x 8.9x (3%) 5% 7% 18%Lombard Risk Management 36 36 0.7x 0.7x 5.9x 3.4x 19% 13% 12% 19%



10x

13x

16x

19x

22x

2.0x

2.5x

3.0x

3.5x

4.0x


EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples


100

140

180

220

260


5 Year M&A Capital Markets Index vs. S&P 500, base = 100

M&A Capital Markets Index S&P 500


Data & Analytics – Financial Services

Public Market Data

DECEMBER 2017

Recent Activity


11/28/17

Moody’s (NYSE:MCO) acquired a minority stake in Rockport VAL for an undisclosed sum. Rockport VAL provides cloud-based commercial real estate (“CRE”) valuation and cash flow modeling tools. In collaboration with Rockport VAL, Moody's Analytics plans to expand its CRE solutions offering, which include CMBS and related economic data.

11/27/17

Information Publishing (London, United Kingdom) acquired CapitalTrack for an undisclosed sum. CapitalTrack provides information to the fixed income market, covering floating rate, asset backed and structured securities markets. CapitalTrack maintains one of the largest independent, on-line databases of static and event-based operation data in the floating and variable rate spaces.

11/14/17

TransUnion (NYSE:TRU) acquired FactorTrust, a provider of alternative credit data, analytics and risk scoring information. The addition of FactorTrust’s short-term and small dollar lending data bolsters TransUnion’s existing credit solutions. Short-term and small dollar loans are the largest category of consumer credit obligations not currently part of nationwide credit reporting agency databases.


S&P Global 42,677 45,148 7.6x 7.2x 15.7x 14.7x 5% 6% 48% 49%Thomson Reuters 32,045 38,751 3.4x 3.3x 11.4x 10.9x 2% 2% 30% 31%Moody's 29,468 34,247 8.4x 7.6x 17.5x 15.7x 14% 10% 48% 48%Experian 19,386 22,793 5.2x 4.8x 14.9x 14.1x (6%) 9% 35% 34%Verisk Analytics 16,194 18,930 8.9x 8.2x 18.2x 16.8x 7% 8% 49% 49%Equifax 13,854 16,311 4.9x 4.7x 13.4x 13.3x 6% 3% 36% 35%MSCI 11,823 13,102 10.3x 9.3x 19.9x 17.5x 10% 10% 52% 53%TransUnion 10,504 12,647 6.6x 6.1x 17.0x 15.2x 12% 9% 39% 40%CoStar Group 10,007 9,690 10.0x 8.7x 33.6x 25.8x 15% 15% 30% 34%FactSet Research Systems 7,851 8,199 6.5x 6.0x 18.8x 17.4x 11% 8% 34% 34%FICO 5,020 5,519 5.8x 5.5x 24.2x 20.7x 5% 6% 24% 26%Dun & Bradstreet 4,580 5,847 3.3x 3.2x 11.6x 11.2x 3% 3% 29% 29%Morningstar 3,950 3,831 4.5x 4.3x 16.4x 14.8x 7% 4% 27% 29%CoreLogic 3,711 5,321 2.9x 2.8x 11.2x 10.8x (5%) 2% 26% 26%



10x

13x

15x

18x

3.0x

4.0x

5.0x

6.0x


EV /

EBIT

DA

EV /

Reve

nue



100

150

200

250


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

M&A D&A Financial Index S&P 500


Insurance Software

Public Market Data

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

Recent Activity

DECEMBER 2017


11/15/17

Goji (Boston, MA) raised $15mm in a funding round led by Hudson Structured Capital Management. Goji is an online insurance platform that provides home and auto insurance and offers advice to its clients. The company plans to use the funds to expand its operations.

11/15/17

Health IQ (Mountain View, CA) raised $35mm in a Series C funding round, led by Andreessen Horowitz and included CRV, Ribbit Capital, Foundation Capital, First Round Capital, Felicis Ventures, and Western Technology Investment. Health IQ plans to use the funds to increase hiring, continue product development and accelerate customer growth.

11/6/17

Acturis (London, UK) has acquired the ICE insurance software business from Hubio Technologies for an undisclosed sum. The ICE insurance software business has been transferred to a new company named ICE InsureTech and aims to offer policy and claims management, billing and reporting analytics to insurance and accident management companies. (ICE Insurance Software)

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

M&A Insurance Tech Index S&P 500


Guidew ire Softw are 5,593 5,032 8.9x 7.5x 42.5x 38.2x 26% 19% 21% 20%Ebix 2,444 2,726 7.7x 6.7x 22.3x 18.5x 19% 15% 34% 36%CorVel 1,048 1,010 na na nm nm na na nm nmSapiens 596 595 2.2x 1.9x 21.0x 12.9x 26% 13% 10% 15%Majesco 195 202 1.7x 1.5x 48.3x 15.7x (7%) 18% 4% 9%




Payment Technology

Public Market Data

[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.

Recent Activity

DECEMBER 2017


11/27/17

Jack Henry & Associates (NASDAQ:JKHY) agreed to acquire Ensenta Corporation for an undisclosed sum. Ensenta provides enterprise-wide, SaaS solutions for mobile and online payments and deposits, supporting more than 1,100 financial institutions and government agencies across their ATM, mobile, online desktop, merchant and branch channels.

11/27/17

Radius Payment Solutions (Crewe, United Kingdom) raised £150mm (~$200mm) in an equity funding round led by new investor Inflexion Private Equity Partners. The funding round was raised at a reported post-money valuation of £800mm (~$1.1bn). Radius provides payment solutions to the fleet and logistics market.

11/1/17

TransferWise (London, United Kingdom) raised $280mm in a series E funding round led by new investors Institutional Venture Partners and Old Mutual Global Investors, and included participation from other new and existing investors. TransferWise provides international money transfer services.

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M&A Payment Tech Index S&P 500


PayPal 92,618 82,012 6.3x 5.3x 24.4x 20.4x 20% 19% 26% 26%Cielo 19,128 21,418 5.8x 5.5x 13.2x 12.3x (3%) 5% 44% 45%FleetCor Technologies 16,914 20,582 9.2x 8.1x 17.2x 15.2x 23% 13% 53% 53%Global Payments 15,627 19,865 5.6x 5.0x 17.2x 14.3x (7%) 13% 33% 35%First Data 15,529 35,649 4.4x 4.2x 11.7x 10.9x 4% 5% 38% 38%Square 15,059 14,544 15.0x 11.4x nm 59.3x 41% 32% 14% 19%Total System Services 13,817 16,226 4.8x 4.5x 13.7x 12.7x (19%) 6% 35% 36%Wirecard 13,204 12,268 7.1x 5.6x 25.2x 19.5x 38% 25% 28% 29%Vantiv 12,216 16,929 8.0x 6.9x 16.8x 14.7x 11% 16% 48% 47%Worldpay Group 11,371 13,137 7.9x 7.2x 19.3x 16.9x 10% 9% 41% 43%Western Union 9,164 11,505 2.1x 2.1x 8.5x 8.4x 1% 2% 25% 25%WEX 5,548 7,734 6.2x 5.5x 16.0x 13.8x 22% 12% 39% 40%Euronet Worldw ide 5,096 4,778 2.1x 1.9x 11.5x 10.0x 15% 11% 18% 19%Blackhaw k Netw ork 2,084 2,528 1.2x 1.1x 10.9x 9.3x 14% 10% 11% 11%EVERTEC 1,016 1,601 4.0x 4.0x 9.2x 9.2x 2% 1% 44% 43%MoneyGram International 943 1,682 1.1x 1.0x 6.1x 6.0x (2%) 4% 17% 17%PayPoint 851 813 3.0x 3.0x 10.0x 9.8x (4%) (2%) 30% 31%SafeCharge 615 502 4.5x 4.0x 14.8x 12.9x 7% 13% 31% 31%





Public Market Data

DECEMBER 2017

Recent Activity

[1] Euronext (ENX) added to the index as of IPO 6/20/14


11/29/17

Euronext (ENXTPA:ENX) acquired the Irish Stock Exchange for €137mm (~$162mm), valuing the company at an implied 4.7x LTM revenue and 14.3x LTM EBITDA. The acquisition of the Irish Stock Exchange aims to boost Euronext’s efforts to compete with its larger European rivals. Euronext plans to make the Irish Stock Exchange a center for the listing of debt, funds and exchange-traded funds.

10/27/17

TMX Group (TSX:X) agreed to acquire Trayport from Intercontinental Exchange for $721mm, valuing the company at an implied 9.5x LTM revenue and 18.3x LTM EBITDA. In conjunction with this transaction, TMX has agreed to sell Natural Gas Exchange and Shorcan Energy Brokers to ICE, at a combined valuation of £200mm. The sale of Trayport was forced by the UK Competition and Markets Authority.

10/24/17

Intercontinental Exchange (NYSE:ICE) agreed to acquire BondPoint from Virtu Financial for $400mm. The transaction is expected to close in the first quarter of 2018. BondPoint provides electronic fixed income trading solutions for the buy-side and sell-side, offering access to liquidity and automated trade execution through its ATS.


CME Group 50,893 51,406 14.1x 13.2x 19.8x 18.3x 1% 7% 71% 72%IntercontinentalExchange (ICE) 42,298 47,952 10.7x 9.7x 16.2x 14.7x 3% 6% 63% 66%Hong Kong Exchange 37,068 5,458 3.8x 3.0x 4.7x 4.2x 15% 11% 72% 73%Deutsche Börse Group 21,168 21,556 6.5x 7.1x 12.9x 11.8x (14%) 7% 59% 60%London Stock Exchange (LSE) 18,022 18,956 8.8x 7.0x 15.2x 13.2x 14% 10% 50% 53%BM&F Bovespa 14,655 15,771 22.2x 11.8x 20.6x 16.9x 69% 12% 64% 70%CBOE 14,004 15,176 23.7x 13.3x 23.2x 19.3x 57% 14% 65% 69%The Nasdaq OMX Group 13,457 16,495 4.5x 6.4x 13.4x 12.7x (35%) 6% 51% 51%Japan Exchange Group (JPX) 9,802 9,823 10.2x 9.8x 15.7x 15.4x 1% 2% 64% 64%Australian Exchange (ASX) 8,395 7,638 10.8x 12.0x 16.5x 15.8x (14%) 5% 77% 76%Singapore Exchange (SGX) 5,970 5,317 9.1x 8.2x 15.2x 13.5x 3% 7% 58% 61%Euronext 4,249 4,261 7.4x 6.4x 12.2x 11.2x 7% 8% 57% 57%TMX Group 3,048 3,457 5.5x 5.5x 11.1x 9.8x (8%) 9% 54% 56%



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

M&A Sec Exchanges Index S&P 500


15

DECEMBER 2017

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin(USD millions) Cap CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

Charles Schw ab 59,093 6.9x 6.1x 14.7x 12.4x 15% 13% 47% 49%TD Ameritrade 25,864 6.5x 5.2x 15.2x 11.9x 20% 26% 43% 43%E*TRADE 12,048 5.1x 4.7x 12.3x 9.8x 12% 10% 42% 48%MarketAxess 7,026 17.7x 15.4x 32.0x 26.9x 7% 15% 55% 57%BGC Partners 6,538 2.3x nm 12.9x na 13% na 18% naICAP 3,287 4.4x 4.1x 13.3x 11.5x 18% 7% 33% 36%Interactive Brokers Group 3,156 2.0x 1.9x 3.0x 2.6x 11% 6% 67% 73%IG Group 3,087 4.7x 4.5x 10.1x 9.8x (4%) 5% 46% 46%LendingClub 2,477 4.2x 3.2x 43.8x 18.6x 19% 28% 10% 17%Investment Technology Group 758 1.6x 1.5x 10.0x 7.1x 2% 9% 16% 20%Monex Group 737 1.8x 1.8x 16.4x 13.9x 10% 4% 11% 13%BinckBank 358 1.1x 2.0x 46.0x 8.8x 19% (45%) 2% 23%On Deck Capital 339 1.0x 0.9x 39.7x 10.3x 148% 8% 2% 9%GAIN Capital 306 0.9x 0.8x 5.9x 3.4x (19%) 11% 16% 24%Elevate Credit 244 0.4x 0.3x 2.6x 1.5x 16% 22% 14% 20%

Trim Mean 5,075 3.3x 3.0x 17.6x 10.0x 12% 11% 27% 30%Median 3,087 2.3x 2.6x 13.3x 10.1x 13% 10% 18% 30%

Technology-Enabled Financial Institutions

Public Market Data

Recent Activity

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

M&A Tech-enabled Fin Institutions Index S&P 500

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


11/16/16

LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) for $130mm. CompareCards is an online platform enabling consumer credit card comparisons, and providing credit education and credit health management solutions. The transaction consideration consists of $85mm cash at closing and up to $45mm of earn-out payments paid during 2017 and 2018.

11/10/16

Intrum Justitia (STO:IJ) acquired 1st Credit for £130mm ($161mm), valuing the Company at an implied 3.9x 2015 EBITDA. 1st Credit provides debt purchase and outsourced debt collection services for banks, credit card providers, utilities, telecoms, and retail companies.


10/19/17

E*Trade Financial Corporation (NASDAQ:ETFC) agreed to acquire Trust Company of America (TCA) for $275mm. TCA is based in Denver, CO and has approximately $17bn in institutional assets under custody and more than 180 active RIAs on its platform. E*Trade expects the acquisition to strengthen their ability to serve customers in need of higher-touch services than their typical offerings.

8/24/17Mirador (Portland, OR) raised an undisclosed sum in a venture funding round led by CMFG Ventures. Mirador is a financial technology company that provides a completely digital small business lending platform.

7/13/17China Media Group (SZE:000793) acquired Donghai Securities for an undisclosed sum. Donghai Securities provides securities brokerage, securities trading, and investment banking services.

Marlin & Associates advises OpenGamma on multinational strategic investment – includingparticipation from JPX

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 institutionsworldwide for more efficient use of OTC capital.

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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.

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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 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 advise the firm in an effort to raise additional capital to continue funding the company’s growth. They wanted a new partner to join with existing investors - one that would understand 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.

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CASE STUDIES:

received an investment from


advisor to OpenGamma

London, United Kingdom

Mas NakachiVice Chairman

"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 invaluable to the process.

DECEMBER 2017

Marlin & Associates' client, Advise Technologies, acquired by Compliance Solutions Strategies, aportfolio company of CIP Capital

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.

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M&A initiated this transaction, advised the Company through all phases of the process from preparation through negotiations, duediligence 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.

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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 increasing regulation were converging to create a business opportunity for the right providers. 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 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.

After six years of strong growth, Advise determined that partnering with a financial sponsor would a logical next step in the company’s evolution. That’s when Advise’s management team approached M&A for assistance in finding a partner that would understand their business and their culture and join with them to help accelerate the company’s growth.

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Jeff FaberCOO and CFO

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.

CASE STUDIES:


New York, NY


advisor to Advise Technologies, LLC


New York, NY

DECEMBER 2017

Marlin & Associates' client, M&O Systems, Inc. acquired by Broadridge Financial Solutions, 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 toensure 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 leadingprovider of technology-driven solutions for broker-dealers, banks, mutual funds and other corporations. M&O solutions complementBroadridge’s wealth offerings; provide an enhanced career path for M&O’s employees; and offer expanded solutions for M&O’s customers.

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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 exclusivestrategic and financial advisor to the shareholders and managers of M&O.

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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 years. When he died, his widow, who inherited control of the business, approached M&A for 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 from 8 parties. Ultimately Broadridge Financial Solutions, Inc. (NYSE:BR) was selected as the right partner for the firm, its employees, its customers and its shareowners.Ba

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Michael BrodeurPresident

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.

CASE STUDIES:

New York City, NY

Lake Success, NY

Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems, Inc.


DECEMBER 2017

New York | Washington, D.C. | Toronto

www.MarlinLLC.com

INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND

INFORMATION SERVICES INDUSTRIES

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