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June 2017 M&A MARLIN & ASSOCIATES MARKET UPDATE INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE TECHNOLOGY, INFORMATION AND HEALTHCARE INDUSTRIES www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved Toronto Washington, D.C. San Francisco New York

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Page 1: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

June 2017

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

M A R K E TU P D AT E

INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE TECHNOLOGY, INFORMATION AND HEALTHCARE INDUSTRIES

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

Toronto

Washington, D.C.

San Francisco

New York

Page 2: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

Dear Clients and Friends,

The report found below contains an update on m&a deals, values and trends in the industries that we follow and sometimes lead. See below for our full June Market Update.

Recently, we saw an interesting set of charts put out by PitchBook on m&a trends in the PE industry. We like PitchBook and respect their work. But sometimes, their data overwhelms us.

Several of the recent charts were put under the heading “An expensive market contributes to declining activity”. It showed that transaction multiples for PE-related deals have risen from 8.1x EBITDA in 2010 to 10.8x in 2017. But it’s also a different and more optimistic time than 2010. Further, multiples were 9.1x in 2011. So I’m not sure how much this rise in multiples is impacting PE m&a behavior.

Another chart showed that the percentage of IT-related PE deals that are for software firms has increased from around 25% of deals in 2006 to more than 60% of transactions today. That leads me to think about the whole issue of “mix”. Perhaps people are not exactly paying more for the same types of companies - but instead are paying more for firms with more potential. That makes sense.

PitchBook clearly showed that the number of reported transactions in the first quarter of 2017 – as well as the value of those transactions - is significantly off the torrid pace we have seen over the past three years. Can Q1 be extrapolated to the rest of the year – and beyond? I’m certainly not sure that the two sets of facts (multiples and volume) are directly correlated. Could there be something else at work here?

So I’ll add a couple of other data points: We talk to a lot of people at PE firms who had strong Q4 last year and are now just filling their pipelines. No PE partner we talk to says that they are slowing down. And certainly our business has not slowed down. Our take: A strong economy combined with optimistic buyers and sellers contributes to buyer interest and that leads to strong prices. The deal volume we see seems to remain at a very high level. We hope it stays this way…

Some of the more interesting m&a transactions, trends and values are discussed in our report found below. Among others, we note:

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 therecipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market FinancingAgent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information-technology transactions.

DEAR CLIENTS AND FRIENDS,

Sincerely,

• Moody’s Corporation (NYSE:MCO) agreed to acquire Bureau van Dijk Electronic Publishing for $3.2bn, valuing the company at an implied 11.6x 2016 revenue and 22.7x 2016 EBITDA,

• First Data (NYSE:FDC) agreed to acquire CardConnect (NASDAQ:CCN) for $750mm valuing the company at an implied 4.6x LTM revenue and 27.8x LTM EBITDA,

• London Stock Exchange Group (LSE:LSE) agreed to acquire The Yield Book and Citi Fixed Income Indices from Citi for $685mm, valuing the company at an implied 6.4x 2016 revenue and 14.9x 2016 EBITDA,

• FLEETCOR Technologies (NYSE:FLT) agreed to acquire Cambridge Global Payments for $675mm,

• Apple (NASDAQ:AAPL) agreed to acquire Lattice Data for approximately $200mm,

• Asure Software (NASDAQ:ASUR) acquired iSystems from Silver Oak Services Partners for $55mm.

Facts can fool you. Our June 2017 Market Update.

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

P.S. My book: “The Marine Corps Way To Win on Wall Street” does a pretty good job of showing what we do that is different than most firms – and why. For more please visit www.marlinLLC.com.

We will be attending Money20/20 Europe on June 26th-28th . To arrange a meeting there, please contact Paul Friday at [email protected].

Page 3: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

03

04

04

05

06

07

08

09

10

11

12

13

14

15

16

Sector Comparison Snapshot

Sector Analyses

Application Software

B2B E-commerce & Marketing Technologies

Banking Software & Processors

Business Intelligence Software

Capital Markets Software & Services

Data & Analytics – Financial Services

Information & Market Research

Insurance Technology

Payment Technology

Securities Exchanges

Security Software

Technology-Enabled Financial Institutions

Merger-and-Acquisition Activity Trends

MARLIN & ASSOCIATES MARKET UPDATE

JUNE 2017

02

Page 4: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

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

Information & Market Research

Tech-enabled Financial Institutions *

Insurance Technology

Capital Markets Software & Services

Security Software

Payment Technology

Business Intelligence Software

Banking Software & Processors

Data & Analytics - Financial Services

Application Software

B2B E-commerce & Marketing Technologies

Securities Exchanges

03

SECTOR COMPARISON SNAPSHOT:CURRENT REVENUE & EBITDA MULTIPLESEnterprise Value / 2017 Revenue

Enterprise Value / 2017 EBITDA

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

JUNE 2017

0x 5x 10x 15x 20x 25x 30x

Information & Market Research

Business Intelligence Software

B2B E-commerce & Marketing Technologies

Payment Technology

Securities Exchanges

Tech-enabled Financial Institutions *

Data & Analytics - Financial Services

Capital Markets Software & Services

Insurance Technology

Banking Software & Processors

Application Software

Security Software

Page 5: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Oracle 190,820 185,843 5.0x 4.9x 12.7x 10.9x (1%) 2% 39% 45%SAP 127,585 128,453 5.2x 4.8x 19.1x 13.9x 6% 8% 27% 34%Salesforce 63,301 62,617 7.5x 6.1x nm 28.3x 26% 23% 6% 22%Intuit 36,566 35,473 7.3x 6.7x 25.1x 17.3x 9% 10% 29% 39%Workday 20,378 18,803 12.0x 9.2x na 63.2x 35% 31% na 14%CA 13,185 13,342 3.3x 3.3x 10.4x 9.0x (0%) 2% 32% 36%Constellation 11,219 11,093 5.2x 4.6x 27.2x 17.9x 16% 13% 19% 26%Amdocs 9,508 8,559 2.3x 2.2x 12.2x 11.1x 3% 4% 19% 20%NICE 4,823 4,955 4.9x 3.7x 22.4x 13.1x 10% 32% 22% 28%Paycom Softw are 3,830 3,769 11.4x 8.8x 55.4x 31.7x 47% 30% 21% 28%Softw are 3,618 3,513 3.6x 3.5x 12.2x 10.7x (0%) 4% 29% 32%Manhattan Associates 3,290 3,189 5.3x 5.2x 15.7x 14.7x 9% 1% 34% 36%Zendesk 2,532 2,285 7.3x 5.4x na nm 49% 35% na 3%Paylocity 2,530 2,429 9.2x 7.4x nm 42.6x 41% 25% 3% 17%Xero 2,489 2,407 12.2x 8.6x na nm 48% 41% na 1%Callidus 1,538 1,355 6.6x 5.5x na 44.8x 19% 18% na 12%

Trim Mean 21,775 21,492 6.7x 5.6x 18.3x 21.4x 19% 17% 24% 25%Median 7,165 6,757 5.9x 5.3x 17.4x 16.0x 13% 15% 25% 27%

Application Software

Public Market Data

04

JUNE 2017

Recent Activity

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

5/26/17

Asure Software (NASDAQ:ASUR) acquired iSystems from Silver Oak Services Partners for $55mm. iSystems develops payroll, tax and HR software for the payroll service bureau market and other financial services providers. Asure plans to acquire approximately $130mm in additional payroll revenue from iSystems’ customer base of more than 100 service bureaus.

5/24/17 Initial Public Offering

Appian (Nasdaq:APPN) raised $75mm in its IPO, implying an enterprise value of $746mm and valuing the company at an implied 5.5x LTM revenue. Appian provides a low-code software development platform to accelerate organizations application development processes.

5/15/17VMware (NYSE:VMW) acquired Apteligent for an undisclosed sum. Apteligent develops and delivers a mobile application intelligence solution for mobile app developers and IT organizations to analyze mobile app performance in real-time.

[1] Cloudera (NYSE:CLDR) added to the index as of IPO 4/27/17

20x

25x

30x

35x

40x

45x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

70

100

130

160

190

220

250

280

310

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

M&A Application Software Index S&P 500

Page 6: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

5x

17x

29x

41x

53x

3.0x

4.0x

5.0x

6.0x

7.0x

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Adobe 71,052 68,289 11.7x 9.5x 37.4x 23.9x 22% 22% 31% 40%Mercadolibre 12,148 11,903 14.1x 10.1x 53.2x 38.9x 30% 39% 27% 26%Shopify 6,944 6,548 16.8x 10.9x nm nm 90% 54% nm 0%NeuStar 2,636 2,514 9.3x 7.1x nm nm 49% 30% nm 1%HubSpot 1,890 2,576 2.1x 2.0x 5.5x 4.4x 15% 5% 38% 46%ChannelAdvisor 300 238 2.1x 1.9x nm nm 13% 9% nm 1%QuinStreet 178 136 0.5x 0.4x nm 6.8x 6% 3% nm 7%Mediagrif Interactive 165 182 3.3x 3.0x 9.7x 8.1x 7% 7% 34% 38%

Trim Mean 4,016 3,993 7.1x 5.6x 23.6x 12.9x 23% 19% 32% 19%Median 2,263 2,545 6.3x 5.1x 23.6x 8.1x 19% 16% 32% 16%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

B2B E-commerce & Marketing Technologies

Public Market Data

05

[1] Shopify (SHOP) added to the index as of IPO 5/21/15

JUNE 2017

Recent Activity

80

100

120

140

160

180

200

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

M&A eCommerce Index S&P 500

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

11/17/16SendGrid (Denver, CO) raised $33mm in series D funding led by Bain Capital Ventures. SendGrid provides a cloud-based platform that provides email services to solve the challenges of reliably delivering emails on behalf of growing companies.

10/4/16

Criteo (NASDAQ:CRTO) acquired HookLogic for $250mm. HookLogic provides performance marketing services to manufacturers and hotels, offers retail search exchange/native advertising, paid product listings integration, and closed-loop advertising solutions to e-commerce site owners through its platform.

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

5/11/17

Shopify (NYSE:SHOP) acquired Oberlo for €13.8mm (~$15mm). Oberlo provides an online marketplace for entrepreneurs to search and find products to sell online. Its platform allows the client to import dropshipped products into an ecommerce store and ship them directly to customers.

4/17/17

Insight Venture Partners (New York, NY) agreed to acquire Zyme from Susquehanna Growth Equity for $100mm. Zyme is a channel data management (CDM) cloud platform provider. Insight plans to develop a new solution category around Zyme’s current CDM technology, with a focus on channel marketing, sales, and inventory.

4/3/17

Avangate (Amsterdam, Netherlands) acquired 2Checkout.com from Trident Capital, Glouston Capital Partners and Chicago Growth Partners for an undisclosed sum. 2Checkout is a global payment platform that enables companies to accept online and mobile payments from buyers worldwide, with localized payment options.

Page 7: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

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.

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

5/24/17

Clayton, Dubilier & Rice (New York, NY) agreed to acquire a 60% stake in Capco from FIS for $477mm, valuing the company at an implied $795mm. Capco is the brand name for FIS’ management consulting offerings. FIS had acquired Capco for $292mm in 2010. The transaction is subject to regulatory approvals and is expected to close in Q3 of 2017.

5/17/17

Additiv (Zurich, Switzerland) raised CHF 21mm ($21.3mm) in a round of funding from BZ Bank and Patinex. Additiv, which develops software for banks, asset managers, and insurers, plans to use the funding to fuel international expansion and the development of cloud and SaaS-based products. Patinex is led by billionaire Swiss investor Martin Ebner, who owns stakes in both Avaloq and Temenos.

5/9/17

Finxact (Jacksonville, FL) raised $12mm in a seed round of funding from Live Oak Venture Partners, angel investors, and undisclosed strategic investors. Finxact plans to use the funding to finish the development of its “Core-as-a-Service” cloud-based banking technology, expected to launch customers in a limited capacity in 2017, with general availability in 2018.

Banking Software & Processors

Public Market Data

06

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

Recent Activity

JUNE 2017

75

125

175

225

275

325

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-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

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

FIS 28,595 37,507 4.1x 4.0x 16.5x 12.2x 1% 2% 25% 33%Fiserv 27,461 31,782 5.8x 5.5x 18.5x 15.5x 5% 5% 31% 36%Jack Henry & Associates 8,277 8,284 5.9x 5.7x 16.8x 16.0x 7% 5% 35% 35%Temenos 6,651 6,820 10.8x 9.7x 40.8x 27.8x 17% 10% 26% 35%Oracle Financial Services 4,669 4,121 6.0x 5.6x 14.5x 14.4x 10% 8% 42% 39%Ellie Mae 3,901 3,508 9.7x 8.0x 47.9x 24.2x 42% 22% 20% 33%ACI Worldw ide 2,666 3,268 3.2x 3.2x 27.6x 13.5x (4%) 1% 12% 24%Q2 Holdings 1,609 1,527 10.2x 7.9x na nm 38% 29% na 4%Bottomline Technologies 950 989 2.9x 2.8x 31.6x 12.4x 2% 4% 9% 22%Sw ord Group 361 327 1.8x 1.6x 12.7x 10.6x 16% 11% 14% 15%Polaris Consulting & Services 349 264 0.9x na 7.9x na 0% na 11% naMicrogen 260 242 4.4x 4.1x 19.6x 16.8x 35% 7% 22% 24%Gresham Technologies 151 141 6.4x 5.5x 36.6x 21.0x 16% 17% 17% 26%

Trim Mean 5,196 5,558 5.5x 5.2x 23.5x 16.2x 13% 9% 21% 28%Median 2,666 3,268 5.8x 5.5x 19.0x 15.5x 10% 8% 21% 29%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Page 8: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Open Text 8,661 10,806 5.5x 4.3x 18.6x 12.1x 7% 29% 30% 35%Splunk 8,400 7,313 7.7x 6.1x nm 54.4x 42% 26% na 11%Tableau Softw are 4,834 3,879 4.7x 4.4x nm nm 27% 6% na 6%Verint Systems 2,598 3,045 2.9x 2.7x 31.2x 11.9x (6%) 7% 9% 22%Microstrategy 2,114 1,496 2.9x 2.9x 12.9x 11.0x (3%) 2% 23% 26%Alteryx 1,075 911 10.6x 7.4x na na 59% 43% na naTalend 945 850 8.0x 5.8x na na 40% 37% na naHortonw orks 777 693 3.8x 2.9x na na 51% 30% na na

Trim Mean 3,328 2,916 5.4x 4.4x 18.6x 12.0x 27% 23% 23% 20%Median 2,356 2,270 5.1x 4.3x 18.6x 12.0x 33% 28% 23% 22%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Business Intelligence Software

Public Market Data

07

[1] Tableau Software (DATA) added to the index as of IPO 5/17/13, Hortonworks (HDP) added to the index as of IPO 12/12/14, Alteryx (AYX) added to the index as of IPO 2/24/17

Recent Activity

JUNE 2017

80

100

120

140

160

180

200

220

240

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

M&A BI Index S&P 500

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

5/31/17StreamSets (San Francisco, CA) raised $20mm in a Series B funding round led by Accel Partners. StreamSets provides data ingest technologies used for big data applications.

5/15/17 Mintigo (San Mateo, CA) raised $10mm in an equity funding round led by Glilot Capital. Mintigo provides an enterprise-focused predictive market and sales platform.

5/15/17Apple (NASDAQ:AAPL) agreed to acquire Lattice Data for approximately $200mm. Lattice Data offers an AI-enabled inference engine that turns unstructured data into more usable information for big data applications.

10x

20x

30x

40x

50x

60x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

Page 9: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

Capital Markets Software & Services

Public Market Data

08

Recent Activity

JUNE 2017

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

IHS Markit 19,358 22,990 6.3x 6.5x 17.1x 16.6x 10% (3%) 37% 39%Broadridge 9,160 10,157 2.9x 2.4x 16.0x 13.2x 23% 22% 18% 18%SS&C Technologies 7,881 10,216 6.9x 6.1x 19.9x 14.8x 48% 13% 35% 41%Computershare 5,822 7,035 3.5x 3.3x 16.1x 12.8x 4% 5% 21% 26%DST 3,866 4,266 2.7x 2.1x 12.9x 11.1x (23%) 29% 21% 19%SimCorp 2,488 2,435 7.3x 6.3x 30.7x 23.0x 6% 16% 24% 28%Envestnet 1,570 1,815 3.1x 2.7x 42.8x 14.5x 37% 15% 7% 19%IRESS 1,490 1,604 5.6x 4.9x 21.0x 16.5x 8% 13% 26% 30%Fidessa group 1,243 1,121 2.6x 2.4x 14.5x 11.0x 12% 7% 18% 22%First Derivatives 1,063 1,078 5.8x 5.0x 51.0x 26.9x 33% 18% 11% 18%Linedata Services 423 467 2.5x 2.1x 9.7x 7.8x (3%) 17% 26% 27%Cinnober 236 207 5.2x 4.2x nm nm 16% 24% 1% 4%StatPro Group 109 122 2.5x 1.9x 22.0x 13.6x 24% 30% 11% 14%Brady 83 73 1.9x 1.9x 33.3x 25.6x 11% (3%) 6% 8%Lombard Risk Management 74 65 1.6x 1.3x na 9.2x 34% 24% na 14%

Trim Mean 2,726 3,123 4.0x 3.5x 22.4x 15.1x 17% 15% 19% 22%Median 1,490 1,604 3.1x 2.7x 19.9x 14.0x 12% 16% 20% 19%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

10x

13x

16x

19x

22x

2.0x

2.5x

3.0x

3.5x

4.0x

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

110

140

170

200

230

260

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

M&A Capital Markets Index S&P 500

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

5/16/17

Symphony Communication Services (Palo Alto, CA) raised $63mm in a round of equity funding led by new investor BNP Paribas, and including participation from existing investors CapitalG and Goldman Sachs. This round brings the company’s funding raised to date to $229mm. Symphony’s messenger service now has roughly 200,000 licensed users throughout the financial services industry.

5/9/17

Broadway Technology (New York, NY) raised $42mm in a round of equity funding led by new investor Long Ridge Equity Partners. Long Ridge now holds a minority stake in Broadway Technology. The company plans to use the financing to expand into new global markets and continue to develop its trading solutions for banks, brokers, and hedge funds.

5/9/17

Genstar Capital (San Francisco, CA) agreed to recapitalize Apex Fund Services and simultaneously agreed to acquire Equinoxe Alternative Investment Services. Peter Hughes, the founder of Apex, will continue to hold a significant stake in the combined company and plans to remain in his role as CEO. Equinoxe Alternative Investment Services was previously owned by Estancia Capital Management.

Page 10: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

Data & Analytics – Financial Services

Public Market Data

09

JUNE 2017

Recent Activity

10x

13x

15x

18x

3.0x

4.0x

5.0x

6.0x

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

100

140

180

220

260

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

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

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

S&P Global 37,245 39,534 7.0x 6.8x 16.0x 14.6x 7% 3% 44% 47%Thomson Reuters 31,813 38,697 3.5x 3.4x 16.2x 11.5x (1%) 2% 21% 30%Moody's 23,015 24,944 6.9x 6.5x 15.2x 13.7x 3% 7% 46% 47%Experian 19,367 22,278 4.8x 5.1x 14.0x 14.5x (0%) (5%) 34% 35%Equifax 16,676 19,286 6.1x 5.7x 17.2x 15.4x 18% 8% 36% 37%Verisk Analytics 13,764 15,893 8.0x 7.6x 17.0x 15.4x 13% 4% 47% 50%MSCI 9,321 10,700 9.3x 8.6x 18.8x 16.9x 7% 8% 49% 51%CoStar Group 8,518 8,249 9.8x 8.7x 38.4x 30.8x 18% 14% 26% 28%FactSet Research Systems 6,578 6,758 5.9x 5.4x 16.8x 15.7x 11% 10% 35% 34%FICO 4,280 4,789 5.3x 5.1x 23.1x 19.5x 6% 5% 23% 26%Dun & Bradstreet 3,885 5,232 3.1x 3.0x 11.6x 10.5x 4% 4% 26% 28%CoreLogic 3,739 5,183 2.7x 2.8x 12.4x 11.1x 28% (5%) 21% 25%Morningstar 3,161 3,079 3.9x 3.6x 13.3x 13.2x 1% 7% 29% 27%

Trim Mean 12,814 14,728 5.8x 5.5x 16.4x 14.7x 8% 5% 33% 35%Median 9,321 10,700 5.9x 5.4x 16.2x 14.6x 7% 5% 34% 34%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

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

11/21/16

London Stock Exchange Group (LSE:LSE) acquired Mergent for an undisclosed sum. Mergent is a leading provider of business and financial information on public and private companies and adds to LSEG’s data and analytics capabilities. The Mergentbusiness will form part of LSEG’s Information Services Division which includes FTSE Russell, among other real time and reference data products.

11/10/16

eVestment Alliance (New York, NY) acquired Public Plan IQ for an undisclosed sum. Public Plan IQ is a SaaS-based platform that provides access to public pension plan reporting and board documents and houses more than 10,000 documents. The acquisition builds upon eVestment’s intelligence offering to institutional investors, consultants and managers.

11/1/16

Strategic Insight (New York, NY) acquired BrightScope for an undisclosed sum. BrightScope is a financial information company that provides a suite of proprietary datasets, data management capabilities and analytics to asset managers, record-keepers, financial advisors, and other market participants. The transaction follows Strategic Insight’s recent acquisitions of Market Metrics and Matrix Solutions.

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

6/1/17Index Platform from Global Research Division

Intercontinental Exchange (NYSE:ICE) agreed to acquire the Index Platform from Bank of America Merrill Lynch Global Research Division for an undisclosed sum. The BofAML indices are one of the most used fixed income indices by assets under management (AUM) globally. Upon closing, the AUM benchmarked against the combined fixed income index business of ICE is expected to be nearly $1 trillion.

5/30/17&

Citi Fixed Income Indices

London Stock Exchange Group (LSE:LSE) agreed to acquire The Yield Book and Citi Fixed Income Indices from Citi for $685mm, valuing the company at an implied 6.4x 2016 revenue and 14.9x 2016 EBITDA. The Yield Book and Citi Fixed Income Indices are both leading providers of fixed income indices and analytics globally.

5/15/17Moody’s Corporation (NYSE:MCO) agreed to acquire Bureau van Dijk for €3.0bn (~$3.3bn), valuing the company at an implied 11.6x LTM revenue. Bureau van Dijk provides business intelligence and company information.

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Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

Information & Market Research

Public Market Data

10

JUNE 2017

Recent Activity

10x

12x

14x

16x

18x

2.0x

2.5x

3.0x

3.5x

4.0x

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Reed Elsevier (RELX Group) 43,600 48,056 5.5x 5.0x 18.4x 14.2x 5% 11% 30% 35%Nielsen 13,816 21,977 3.5x 3.3x 13.6x 10.8x 2% 5% 26% 31%Wolters Kluw er 12,847 15,016 3.1x 2.9x 11.9x 10.9x 2% 6% 26% 27%Gartner 10,058 10,465 4.3x 3.1x 26.1x 14.8x 13% 39% 16% 21%Pearson 7,423 7,449 1.3x 1.3x 10.1x 8.1x 2% 1% 13% 15%Informa 6,971 8,886 5.1x 4.0x 16.3x 11.7x 11% 29% 31% 34%UBM 3,703 4,504 4.0x 3.5x 14.8x 11.5x 12% 16% 27% 30%Euromoney Institutional Investor 1,748 1,828 3.5x 3.2x 12.2x 12.3x 1% 8% 28% 26%comScore 990 876 1.7x 1.6x 7.0x 5.5x 41% 6% 24% 29%Forrester Research 730 593 1.8x 1.8x 14.7x 15.8x 4% 1% 12% 11%

Trim Mean 7,194 8,875 3.4x 2.9x 14.0x 11.8x 6% 10% 24% 27%Median 7,197 8,168 3.5x 3.2x 14.1x 11.6x 5% 7% 26% 28%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

100

125

150

175

200

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

5 Year M&A Info & Mkt Research Index vs. S&P 500, base = 100

M&A Info & Mkt Research Index S&P 500

[1] As of February 8th 2017, comScore’s shares were suspended from the NASDAQ since comScore was unable to file financial data regarding the handling of certain cash and non-cash transactions. The stock is quoted on the over-the-counter market.

[1]

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

11/14/16

Verisk Analytics (NASDAQGS:VRSK) acquired The GeoInformation Group for an undisclosed sum. The GeoInformation Group offers large-scale mapping services and geospatial data and analytic solutions to a broad set of companies and more than 300 public sector organizations. The acquisition bolsters Verisk’s presence in the United Kingdom as a data and analytics provider across multiple markets.

11/9/16

Gartner (NYSE:IT) acquired Machina Research for an undisclosed sum. Machina Research provides market intelligence and strategic insight on Internet of Things (IoT), Machine-to-Machine (M2M), and big data opportunities. The acquisition is part of Gartner’s strategy of investing further in IoT capabilities.

10/17/1620/20 Research (Nashville, TN) acquired iModerate for an undisclosed sum. iModerate offers online qualitative market research services and fits strategically with 20/20’s QualBoard discussion and QualMeeting interview platforms.

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

5/22/17

Verisk Analytics (NASDAQ:VRSK) acquired MAKE Consulting for an undisclosed sum. MAKE is a research and advisory business specializing in wind power. MAKE will become part of Wood Mackenzie, a Verisk Analytics business focused on providing research and advisory services to the natural resources sector.

5/15/17Moody’s Corporation (NYSE:MCO) agreed to acquire Bureau van Dijk for €3.0bn (~$3.3bn), valuing the company at an implied 11.6x LTM revenue. Bureau van Dijk provides business intelligence and company information.

4/12/17

Qualtrics (Provo, UT) raised $180mm in a Series C funding round led by Insight Venture Partners and Accel Partners, and that included return investor Sequoia Capital. The round was raised at a pre-money valuation of $2.5bn. Qualtrics provides software to collect, analyze, and act on voice of the customer, customer satisfaction, employee engagement, brand and market research.

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Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

Insurance Software

Public Market Data

11

[1] Connecture added to the index as of IPO 12/12/14

Recent Activity

JUNE 2017

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Guidew ire Softw are 4,927 4,449 9.9x 8.4x nm 51.9x 14% 18% 4% 16%Ebix 1,770 1,968 6.6x 6.0x 17.9x 16.2x 12% 10% 37% 37%CorVel 897 868 1.7x na 13.1x nm 3% na 13% nmSapiens 609 614 2.8x 2.2x 20.5x 16.1x 16% 27% 14% 14%msg life 115 90 0.8x 0.7x 7.8x 7.4x 3% 2% 10% 10%Connecture 19 108 1.3x 1.4x nm nm (15%) (9%) nm nm

Trim Mean 847 890 3.1x 3.2x 15.5x 16.2x 8% 10% 12% 15%Median 753 741 2.3x 2.2x 15.5x 16.2x 8% 10% 13% 15%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

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

5/30/17

Ebix (NASDAQ:EBIX) acquired an 80% stake in ItzCash for $120mm. ItzCash is a pioneer in electronic payments in India, offering utility bill payments, travel bookings, movie tickets, prepaid gift cards, remittances, insurance premium payments, property tax payments and mobile transactions.

5/3/17

Next Insurance (Palo Alto, CA) raised $29mm in a Series A funding round led by Munich Re/HSB Ventures with participation from Markel, Nationwide, and other existing investors. The company plans to use the funds for continued operations, further development of Next’s proprietary insurance products, and to expand their offering to new business sectors.

4/26/17

Singapore Life (Singapore) raised $50mm in a Series A funding round co-led by Impact Capital Holdings, a subsidiary of Credit China Fintech Holdings and IPGL. Singapore Life offers on-demand long-term life and savings solutions for customers. The company plans to use the funds for continued operations and development purposes.

9x

12x

15x

18x

21x

1.0x

1.5x

2.0x

2.5x

3.0x

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

100

140

180

220

260

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

M&A Insurance Tech Index S&P 500

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Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

Payment Technology

Public Market Data

12

[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

JUNE 2017

8x

10x

12x

14x

16x

18x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

75

100

125

150

175

200

225

250

275

300

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

M&A Payment Tech Index S&P 500

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

11/10/16

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

11/7/16

GTCR (Chicago, IL) acquired RevSpring and committed up to $400mm to complete this as well as pursue complementary acquisitions. RevSpring is a leading provider of multi-channel billing and communications solutions to the healthcare and financial services industries.

10/20/16

Cardtronics (NASDAQ:CATM) acquired DirectCash Payments for $460mm. The purchase included First Data’s Australian ATM portfolio, which DirectCash acquired on September 30. DirectCash is a leading provider of prepaid card products, ATM services, and debit terminals.

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

1/26/17

Ant Financial Services Group, an affiliate of Alibaba Group (NYSE:BABA), agreed to acquire MoneyGram (NASDAQ:MGI) for $880mm, implying an enterprise value of $1.5bn and valuing the company at an implied 1.0x LTM revenue and 7.0x LTM EBITDA. The offer of $13.25 per share represents a premium of ~11.5% to MoneyGram’s closing share price on 1/25/17.

1/13/17

Advent International (Boston, MA) and Bain Capital (Boston, MA) agreed to acquire Concardis for an undisclosed sum. Originally focused on connecting retailers to credit card systems, Concardis has recently developed a leading position as a full-service payment provider in Germany, Austria and Switzerland.

1/10/17

iZettle (Stockholm, Sweden) raised €60mm (~$63.5mm) in a round of funding fromIntel Capital, Zouk Capital and Victory Park Capital. The funding round included €45mm of debt funding from new investor Victory Park Capital and €15mm in equity funding from existing investors Intel Capital and Zouk Capital.

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

11/10/16

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

11/7/16

GTCR (Chicago, IL) acquired RevSpring and committed up to $400mm to complete this as well as pursue complementary acquisitions. RevSpring is a leading provider of multi-channel billing and communications solutions to the healthcare and financial services industries.

10/20/16

Cardtronics (NASDAQ:CATM) acquired DirectCash Payments for $460mm. The purchase included First Data’s Australian ATM portfolio, which DirectCash acquired on September 30. DirectCash is a leading provider of prepaid card products, ATM services, and debit terminals.

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

5/29/17

First Data (NYSE:FDC) agreed to acquire CardConnect (NASDAQ:CCN) for $750mm valuing the company at an implied 4.6x LTM revenue and 27.8x LTM EBITDA. CardConnect is a provider of payment processing solutions, processing $26bn in volume per year from ~67,000 merchants. CardConnect offers advanced payment solutions backed by PCI-certified, point-to-point encryption (P2PE) and tokenization.

5/25/17

Billtrust (Hamilton, NJ) raised $50mm in equity funding led by new investor Riverwood Capital. Riverwood Capital joins existing investors, Edison Partners, Goldman Sachs and Bain Capital Ventures and will hold a minority stake in the business. Billtrust provides payment cycle management solutions.

5/1/17

FLEETCOR Technologies (NYSE:FLT) agreed to acquire Cambridge Global Payments for $675mm. Cambridge provides international accounts payable payment processing to SMB and middle-market companies. Cambridge’s international capabilities complement FLEETCOR’s domestic payment processing system.

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

PayPal 63,487 54,559 5.0x 4.3x 26.0x 16.9x 17% 17% 19% 25%Cielo 18,926 21,963 5.8x 5.7x 13.1x 12.6x 11% 2% 45% 45%First Data 15,948 36,073 4.6x 3.0x 13.5x 12.0x 1% 52% 34% 25%Global Payments 14,040 17,602 4.7x 5.1x 17.8x 15.8x 33% (9%) 26% 32%FleetCor Technologies 13,644 16,925 9.2x 7.7x 18.1x 14.6x 8% 21% 51% 52%Vantiv 12,387 15,758 8.3x 7.5x 18.5x 15.7x 13% 10% 45% 48%Total System Services 11,013 13,678 3.3x 2.8x 16.0x 11.7x 50% 16% 20% 24%Western Union 9,194 11,354 2.1x 2.1x 8.3x 8.8x (1%) 0% 25% 24%Square 8,431 7,886 4.6x 8.6x nm 63.3x 35% (46%) nm 14%Wirecard 8,251 7,423 6.2x 4.9x 22.4x 16.5x 32% 27% 28% 30%Worldpay Group 8,032 9,799 6.7x 6.0x 17.8x 14.8x 15% 11% 38% 41%Euronet Worldw ide 4,791 4,633 2.4x 2.2x 14.0x 11.6x 11% 9% 17% 19%WEX 4,405 6,587 6.5x 5.5x 22.3x 13.7x 19% 17% 29% 40%Blackhaw k Netw ork 2,423 2,800 1.5x 1.3x 19.0x 11.9x 5% 17% 8% 11%EVERTEC 1,207 1,790 4.6x 4.5x 11.7x 9.6x 4% 3% 39% 47%MoneyGram International 1,151 1,937 1.2x 1.2x 8.7x 6.9x 6% 0% 14% 17%PayPoint 835 766 2.8x 2.9x 10.2x 9.8x (1%) (5%) 27% 30%SafeCharge 556 441 4.2x 3.8x 14.3x 12.1x 4% 11% 30% 31%

Trim Mean 8,417 11,061 4.6x 4.3x 15.8x 13.0x 13% 9% 29% 31%Median 8,341 8,842 4.6x 4.4x 16.0x 12.4x 11% 11% 28% 30%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

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Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

CME Group 39,872 40,729 11.3x 10.9x 16.6x 15.2x 8% 4% 68% 72%IntercontinentalExchange (ICE) 36,054 41,809 9.3x 9.0x 15.2x 14.0x 35% 3% 61% 64%Hong Kong Exchange 30,933 3,953 2.8x 2.5x 4.2x 3.5x (14%) 10% 66% 72%Deutsche Börse Group 19,469 20,296 6.4x 7.1x 13.6x 12.2x 8% (10%) 47% 58%London Stock Exchange (LSE) 15,887 16,582 7.7x 7.2x 18.6x 14.3x 17% 7% 42% 51%The Nasdaq OMX Group 11,517 14,558 3.9x 6.1x 12.5x 12.0x 71% (35%) 31% 51%BM&F Bovespa 11,428 13,577 19.2x 17.7x 28.8x 21.2x (63%) 9% 67% 83%CBOE 9,677 10,960 16.7x 10.9x 30.7x 17.4x 4% 53% 54% 63%Japan Exchange Group (JPX) 8,853 7,957 7.9x 8.0x 12.2x 12.4x (2%) (1%) 64% 64%Australian Exchange (ASX) 7,435 6,622 9.6x 11.2x 12.4x 14.6x 2% (14%) 78% 77%Singapore Exchange (SGX) 5,661 5,118 8.9x 8.6x 17.3x 14.5x (4%) 4% 51% 59%Euronext 3,648 3,472 6.2x 6.0x 11.1x 10.5x (4%) 4% 56% 57%TMX Group 2,947 3,403 5.7x 6.2x 10.4x 11.4x 5% (7%) 55% 54%

Trim Mean 14,597 13,075 8.5x 8.3x 15.3x 13.5x 5% 1% 57% 63%Median 11,428 10,960 7.9x 8.0x 13.6x 14.0x 4% 4% 56% 63%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Securities Exchanges

Public Market Data

13

JUNE 2017

Recent Activity

10x

12x

14x

16x

18x

6.0x

7.5x

9.0x

10.5x

12.0x

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

100

130

160

190

220

250

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

M&A Sec Exchanges Index S&P 500

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

5/23/17Euronext (ENXTPA:ENX) acquired a 90% stake in FastMatch for $153mm. FastMatch operates an electronic communication network platform for foreign exchange trading while servicing European clients.

4/19/17

Islamic Development Bank (Jeddah, Saudi Arabia) acquired a 10% stake in Borsa Istanbul for $11.6mm, implying a value of $116mm. Borsa Istanbul operates as a securities exchange for the trading of capital markets instruments, foreign currencies, precious metals, and gems.

3/3/17

European Energy Exchange (Leipzig, Germany) agreed to acquire Nodal Exchange for an undisclosed sum. Through this acquisition, European Energy Exchange plans to enter the North American energy trading markets, thereby expanding its global presence and membership base in line with its growth strategy.

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

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Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

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

5/30/17

CounterTack (Waltham, MA) raised $20mm in a Series D round led by Singtel Innov8 and SAP National Security Services (SAP NS2). CounterTack provides a behavior and memory-based Endpoint Threat Platform (ETP) for the enterprise. The company plans to use the funding for growth including acquisition and global expansion plans. This brings the total raised to $90mm from investors including Goldman Sachs.

5/17/17

CrowdStrike (Irvine, CA) raised $100mm in a Series D round led by Accel Partners. Other investors included CapitalG (formerly Google Capital) and Warburg Pincus. The company provides cloud-delivered nextgen AI-powered endpoint protection. This round brings its total funding raised to $256mm with a valuation of more than $1bn.

5/11/17 CyberArk (NASDAQ:CYBR) acquired Conjur for $42mm. Conjur secures DevOps and extends CyberArk’s offering.

Security Software

Public Market Data

Recent Activity

14

JUNE 2017

15x

22x

29x

36x

43x

50x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

EV /

EBIT

DA

EV /

Reve

nue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

90

110

130

150

170

190

210

230

250

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

M&A Security Index S&P 500

[1] Mimecast (MIME) added to the index as of IPO 11/19/15, Okta (OKTA) added to the index as of IPO 4/7/17

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Check Point Softw are 18,885 17,417 10.0x 9.3x 20.1x 17.2x 7% 8% 50% 54%Symantec 18,732 22,662 6.0x 4.6x 25.9x 10.4x 4% 32% 23% 44%Palo Alto Netw orks 10,792 9,938 6.3x 5.2x nm 21.9x 36% 23% nm 24%F5 Netw orks 8,332 7,317 3.6x 3.4x 12.0x 8.7x 4% 6% 30% 39%Fortinet 7,013 5,815 4.6x 3.9x 60.7x 19.2x 26% 17% 8% 20%Proofpoint 3,718 3,677 9.8x 7.4x nm 62.6x 41% 33% nm 12%Sophos 2,650 2,928 5.7x 5.2x nm 47.2x 9% 10% 3% 11%FireEye 2,582 2,457 3.4x 3.4x nm 39.5x 15% 2% nm 9%CyberArk 1,770 1,483 6.8x 5.5x 34.9x 23.6x 35% 25% 20% 23%Imperva 1,668 1,355 5.1x 4.2x nm 41.6x 13% 22% nm 10%Mimecast 1,485 1,376 8.0x 6.0x nm nm 26% 34% nm 8%Barracuda Netw orks 1,186 988 2.8x 2.7x 28.4x 14.4x 12% 6% 10% 19%Axw ay Softw are 765 751 2.2x 2.0x 12.9x 10.6x 6% 11% 17% 19%Radw are 761 592 3.0x 2.9x nm 54.5x (9%) 4% 1% 5%VASCO Data Security 545 399 2.1x 2.1x 24.6x 24.8x (20%) (3%) 8% 9%Okta 512 703 4.4x 3.1x nm nm 87% 42% nm nmZix 310 286 4.8x 4.3x 24.1x 16.0x 10% 10% 20% 27%Trim Mean 4,167 3,813 5.1x 4.3x 24.4x 26.2x 16% 16% 15% 19%Median 1,770 1,483 4.8x 4.2x 24.6x 21.9x 12% 11% 17% 19%

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Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

Technology-Enabled Financial Institutions

Public Market Data

15

Recent Activity

JUNE 2017

10x

12x

14x

16x

18x

20x

1.0x

2.0x

3.0x

4.0x

5.0x

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

EV /

EBT

EV /

Reve

nue

5 Year LTM Revenue & EBT Multiples

Market Cap / LTM Revenue Market Cap / LTM EBT

70

100

130

160

190

220

250

Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

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

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

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.

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

5/29/17Max (Paris, France) raised €20mm (~$22.5mm) in funding led by Crédit Mutuel Arkea. Max is a personal assistant startup that offers traditional banking services, such as budget management and the aggregation of several bank accounts.

4/3/17Cowen Group (NASDAQ:COWN) agreed to acquire Convergex Group for $116mm. Convergex is an agency-focused global brokerage and trading related services provider to hedge funds, asset managers, broker-dealers, trusts, and exchanges.

3/17/17BinckBank (ENXTAM:BINCK) acquired Pritle for €12.5mm (~$13.3mm). BinckBank is the largest independent Dutch online bank for investors. The acquisition of Pritle is the first robo-advisor acquisition in continental Europe.

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin(USD millions) Cap CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Charles Schw ab 52,351 7.0x 6.1x 17.6x 14.5x 18% 16% 40% 42%TD Ameritrade 19,801 6.0x 5.4x 15.6x na 4% 11% 38% naE*TRADE 9,562 nm nm na na na na na naMarketAxess 7,263 19.6x 17.6x 37.9x na 22% 12% 52% naBGC Partners 5,244 2.1x 1.8x 11.8x na 2% 15% 17% naICAP 3,154 nm 4.2x na na na na na naInteractive Brokers Group 2,781 2.0x 4.4x na na (1%) (54%) na naIG Group 2,412 1.7x 1.7x 3.2x na 3% (0%) 53% naLendingClub 2,202 nm nm na na na na na naInvestment Technology Group 684 1.8x 1.7x 54.8x na (17%) 8% 3% naMonex Group 680 1.5x 1.4x na na (12%) 5% na naGAIN Capital 325 1.0x 1.9x 43.0x na 16% (49%) 2% naOn Deck Capital 280 0.7x 0.8x 4.7x 5.9x (4%) (17%) 15% 14%BinckBank 254 1.8x 0.7x na 31.6x (22%) 148% na 2%

Trim Mean 4,532 2.8x 2.9x 21.7x 14.5x 1% 0% 28% 25%Median 2,596 1.8x 1.8x 16.6x 14.5x 2% 8% 28% 14%

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Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

16

MERGER AND ACQUISITION TRANSACTIONS

Software and Services Transaction Activity

Software and Services Transaction Multiples

JUNE 2017

Note: Mid-market M&A defined as transactions with enterprise values below $1 billion.

(1)

(1)

(1)

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

0

50

100

150

200

250

300

350

400

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

2014 2015 2016 2017

Aggr

egat

e Va

lue

($bn

)

Num

ber o

f Tra

nsac

tions

Number of Transactions Aggregate Value

0x

1x

2x

3x

4x

5x

0x

8x

16x

24x

32x

40x

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

2014 2015 2016 2017

EV /

Rev

enue

EV /

EBIT

DA

EV / EBITDA EV / Revenue

Page 18: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

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

17

has invested in

Marlin & Associates acted as strategic and financial advisor to Aquiline Capital

Partners.

Dublin, Ireland

New York, NY

has been acquired by

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

Windsor, CT

Boston, MA

has been acquired by

Marlin & Associates acted as exclusive strategic and financial advisor

to Alacra, Inc.

Pa lo A lto, CA

New York, NY

rece ived an investment from

Marlin & Associates acted as exclusive strategic and financial advisor

to Trunomi.

Campbell, CA

Brentwood, TN

a portfolio company of

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

has been acquired by

JUNE 2017

New York City, NY

Lake Success, NY

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

has been acquired by

“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

Phoenix, AZ

Boston, MA and San Francisco, CA

Marlin & Associates acted as exclusive strategic and

financial advisor to BillingTree

has completed a majority recapitalization with

Salt Lake City, UT

Chicago, ILMarlin & 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

Marlin & Associates acted asexclusive strategic and

financial advisor to Xignite.

received a strategicinvestment from

Tokyo, Japan

Paris, France

Palo Alto, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Everteam.

has acquired the Business Process Management business from

Lucca, Italysecured a $36 million

investment from

Milan, ItalyMarlin & Associates acted as

exclusive strategic and financial advisor to Tagetik Software srl.

Hong Kong, China

Hong Kong, China

Marlin & Associates acted as strategic and financial advisor to

Wisers Information Limited.

has raised capital from

Wixom, MIhas acquired

Hamilton, NJMarlin & Associates acted as

exclusive strategic and financial advisor to RevSpring Inc.

Washington, D.C.

has been acquired by

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to Current Analysis, Inc.

Woburn, MA

has been acquired by

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to ByAllAccounts, Inc.

Dublin, Ireland

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to

Information Mosaic.

has been acquired by

New York City, NY

has been acquired by

a portfolio company of

Marlin & Associates acted as exclusive strategic and financial

advisor to Advise Technologies, LLC

London, UK

received an investment from

Marlin & Associates acted as exclusive strategic and financial

advisor to OpenGamma

a portfolio company of Hamilton, Bermuda

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

has been acquired by

Note: Not a complete list.

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

Private equity funds managed by Blackstone and by the Goldman Sachs

Merchant Banking Division (together, the “Sponsors”) have agreed to acquire

From affiliates of Kohlberg Kravis Roberts & Co. L.P.

Marlin & Associates advised the Sponsors.

Darien, CThas received an equity

investment from

Atlanta, GA

Boston, MA

Marlin & Associates acted as exclusive strategic and financial

advisor to TMX Group

Page 19: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

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 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)*• Middle Market Computer and Information Technology Deal of the Year (2007)

PEER AND INDUSTRY GROUP RECOGNITION

18

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

JUNE 2017

Note: Not a complete list.

Page 20: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

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

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

Toronto

Jonathan Kaufman

• 15+ years of corporate finance experience

• Thought leader in Fintech• 8+ years in investment banking at UBS

and Deutsche Bank• BS from Union College• MBA from University of Virginia’s Darden

School of Business• Named to Deal’s Digest “40-Under-40”

MARLIN AND ASSOCIATES: WHO WE ARE

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

Michael Maxworthy

Paul Friday

19

JUNE 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

Page 21: M&A MARKET UPDATE - Marlin & Associates · PDF fileMARKET. UPDATE. INVESTMENT BANKING AND ... put out by PitchBook on m&a trends ... of the Year,” “Middle-Market Investment Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 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.

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

www.MarlinLLC.com

20