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Financial Technology M&A MARLIN & ASSOCIATES Financial Technology MARKET UPDATE INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved NOVEMBER 2016 Toronto Washington, D.C. San Francisco New York

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Page 1: NOVEMBER 2016 - Marlin & Associates - Financial · PDF file• Morningstar (NasdaqGS:MORN) acquired the remaining 80% of PitchBook Data for $180mm, implying an ... • 8+ years in

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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

NOVEMBER 2016

Toronto

Washington, D.C.

San Francisco

New York

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We’re issuing this market update the day before the election for the US President. It is an interesting time. Recently someone asked me if I am concerned about the impact of this election on fintech m&a. My answer has two parts: First, I’m worried about alot more than fintech m&a. The next leader of the free world will face daunting challenges. The second element I’m worried aboutis the impact that the policies of the newly elected US leader could have on our business, to the extent that these could, potentially, lead to an economic slowdown. And if that happens, the impact could be massive.

Fintech is in the midst of a profound revolution. And it is just getting started. There are too many new and exciting trends to list but they include cloud technology, software as a service, platforms as a service, blockchains, robotics, artificial intelligence, smart analytics, crypto currencies, and the pervasiveness of the Internet of Things. These all provide fertile ground for creative minds to come up with innovative solutions to real problems. The largest impact that these trends have had is that there has been an increase in unsecured lending of relatively small amounts to individuals through alternative payment and lending platforms. There has been a tremendous amount of buzz around this phenomenon. But, if you add up all the alternative providers in this space theyprovide less than 1% of all unsecured consumer loans.

The opportunity for this revolution to continue and expand is enormous in this sector - and we haven’t even talked about the many other retail and business sectors, or the opportunity for infrastructure providers to leverage these new approaches. But revolution requires more than technology. It requires entrepreneurs, executives, investors and customers being willing to take risks. And as we have seen many times before, in spite of brave words to the contrary, if the economy falters, a lot of risk taking comes to ascreeching halt.

So, we’re praying that whoever wins this election finds a way to bring the country together, steers a course that all sides can take pride in – one that is welcoming to all who would contribute and lifts the underserved without demonizing those who have had successes; and one that can forge compromise to keep this country safe, strong and growing morally, militarily and economically.As long as that happens, we’ll all feel better about ourselves, the future, and the fintech revolution. A few of the most notable deals include:

• TD Ameritrade (Nasdaq:AMTD) acquired Scottrade Financial Services for $2.8bn and TD Bank (TSX:TD) agreed to acquire Scottrade Bank for $1.3bn,• Cardtronics (Nasdaq:CATM) acquired DirectCash Payments for $460mm,• Morningstar (NasdaqGS:MORN) acquired the remaining 80% of PitchBook Data for $180mm, implying an enterprise value of $225mm,• Singapore Exchange (SGX:S68) acquired The Baltic Exchange for $114mm,• Broadridge Financial Solutions (NYSE:BR) acquired the technology assets of Inveshare for $135mm,• Broadridge (NYSE:BR) acquired M&O Systems for an undisclosed sum. Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems.

DEAR CLIENTS AND FRIENDS,Fintech after the election: Our November 2016 Fintech Market Update

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 relatedservices. The firm is based in New York City, with offices in San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been the recipient of numerousawards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and“TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information-technology transactions.

Sincerely,

Ken Marlin | Managing PartnerMarlin & Associates | www.marlinllc.comAuthor | The Marine Corps Way to Win on Wall Street

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NOVEMBER 2016

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 TechnologyFinancial 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.

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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

Tom Selby

• 12+ 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

TorontoJonathan 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”

George Beckerman

• 25+ years of investment banking/ strategic consulting• Co-founder of MarketResearch.com• Advisor at Dun & Bradstreet, R.R. • Donnelly & Sons, and BDM• Executive positions in Washington • Post’s Legislate subsidiary and Thomson

Finacials’ legal research business• National Defense Education Fellow

at New York University’s GraduateSchool of Public AdministrationJeffrey Trongone

• 10+ years on Wall Street• Winner of M&A Advisor’s 2016 Emerging

Leaders Award• Previously with Scotia Capital and J.P.

Morgan• BS from Villanova University • CFA Charterholder

MARLIN AND ASSOCIATES: WHO WE ARE

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

Michael Maxworthy

Paul Friday

NOVEMBER 2016

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

“Deal making is as integral to the evolution of the financial technology industry as 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, Institutional Investor named Ken as an inaugural member of the “TheFintech Finance 35: The Financiers Who Place the Bets”

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.

NOVEMBER 2016

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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

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 (2015)

Boutique Investment Banking Firm of the

Year(2014, 2015, 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

NOVEMBER 2016

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

San Mateo, CA

Marlin & Associates acted asexclusive strategic and financial

advisor to Xignite.

received a strategicinvestment from

Tokyo, Japan

New York, NY

Palo Alto, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Alacra.

has been acquired by

Campbell, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Trunomi.

received an investment from

Boston, MA

Windsor, CT

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

has been acquired by

New 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 Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to Information Mosaic.

has been acquired by

London, United Kingdom

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to CIT Growth Capital.

invested in

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

Marlin & Associates acted as exclusive strategic and financial

advisor to AIM Software.

Vienna, Austria

has acquired

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to AIM Software.

New York, NY

has entered into a strategic alliance with

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to Alacra Inc.

NOVEMBER 2016

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

New York, NY

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to SR Labs.

secured a $53 million investment from

Birmingham, AL

has been acquired by

Wayne, PA

Marlin & Associates acted as exclusive strategic and financial

advisor to XcitekSolutionsPlus, LLC.

New York, NY

has been acquired by

Hamilton, Bermuda

Marlin & Associates acted as exclusive strategic and financial

advisor to Correlix.

London, United Kingdom

has been acquired by

Mumbai, India

Marlin & Associates acted as exclusive strategic and financial advisor to

Coalition Development Ltd.

New York, NY

has acquired a minority interest in

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial

advisor to NYSE Euronext.

has acquired a minority interest in

from

Marlin & Associates acted as exclusive strategic and financial advisor to Welsh,

Carson, Anderson & Stowe.

London, United Kingdom

has been acquired by

Toronto, Canada

Marlin & Associates acted as exclusive strategic and financial

advisor to Atrium Network.

New York, NY

has acquired

Tokyo, Japan

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

Vancouver, Canada

has been acquired by

Kansas City, MO

Marlin & Associates acted as exclusive strategic and financial

advisor to Subserveo.

Doha, Qatar

has acquired

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to Qatar

Insurance Services LLC.

Sydney, Australia

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to SMARTS Group.

has been acquired by

Brussels, Belgium

Wayne, PA

Marlin & Associates acted as exclusive strategic and financial

advisor to SWIFT.

has acquired

Ambit Messaging Hub from

has sold its majority interest in

Wrexham, United Kingdom

to

Marlin & Associates acted as exclusive strategic and financial

advisor to Deutsche Börse.

Vancouver, Canada

has sold

to a group led by management

Marlin & Associates acted as exclusive strategic and financial advisor to

Invictus Financial Inc.

InvIctus FInancIal Inc.

Sante Fe, NM

has been acquired by

Jersey City, NJ

Marlin & Associates acted as exclusive strategic and financial

advisor to Strategic Analytics Inc.

NOVEMBER 2016

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2016-2017 Fintech Events:

ConferenceDate Location Website

Nov 2-4, 2016 Las Vegas, NV DetailsT3 – Technology Tools for TodayThis annual gathering is specifically designed for heads of large financial advisory firms and broker/dealer executives interested in learning about the latest and greatest enterprise solutions for their firms. The fourth annual T3 Technology Conference for enterprises will offer a robust agenda and slate of impressive speakers.

Nov 8-9, 2016 Madrid, ES DetailsCards and Payments Innovation – EuropeCards & Payments Innovation Europe brings together leaders in payments to explore innovative strategies for future success. Blockchain, the Internet of Things and biometrics are all featured in a content-driven programme focused on how best to add value and improve security for customers.

Nov 8, 2016 Hong Kong DetailsFinnovate - AsiaPresenters at Finovate events run the gamut of financial technology. Some areas that have been covered at past Finovate events are debit rewards, blockchain, alternative payments, person-to-person (P2P) lending, new marketing tools, security solutions, big data, mobile apps, social investing, personal financial management, youth banking, credit, and next-generation online banking platforms.

Dec 6-7, 2016 London, UK DetailsFintechConnect Live!Attend the on site conference sessions & hear leading experts share their perspectives across many different areas of fintech including payments, p2p lending, crowdfunding, cryptocurrencies, trading technologies, insurance tech, big data, social media, security, authentication and more.

Feb 15-16, 2017

Verdict FinancialThe conference aims to provide an interactive platform for you todiscuss how you can create a practical roadmap towards digitalintegration in order to remain competitive and future-proof yourservices. Delegates will debate, investigate and share bestpractices on topics such as the impact of robo-advice, millennialsand other disruptors, how to create omnichannel client journeysand achieving successful integration in-house and withtechnology partners.

London, UK Details

Money 20/20 EuropeThe payments, financial services and retail sectors are currentlyexperiencing an accelerated period of product development,characterised by technology and regulatory-based disruption.Money20/20 Europe is engineered to bring together all thestakeholders with a part to play in the commerce revolution:payments and financial services providers, banks and non-banks,the mobile ecosystem, the retail industry (offline and online),marketing services and data companies, investors, advisory firmsand government bodies.

June 26-28, 2017

Copenhagen Details

NOVEMBER 2016

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/16. 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

Technology-Enabled Financial Institutions*

Insurance Technology

Capital Markets Software & Services

Payment Technology

Banking Software & Processors

Data & Analytics - Financial Services

Securities Exchanges

2015E EV/Revenue 2016E EV/Revenue

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

Technology-Enabled Financial Institutions*

Payment Technology

Securities Exchanges

Insurance Technology

Data & Analytics - Financial Services

Banking Software & Processors

Capital Markets Software & Services

2015E EV/EBITDA 2016E EV/EBITDA

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

NOVEMBER 2016

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 9/30/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Banking Software & ProcessorsNOVEMBER 2016

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

Recent Activity

Public Market Data

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

10/24/16

Lendio (South Jordan, UT) raised $20mm in a series D round of funding led by new investors Comcast Ventures and Stereo Capital, and also included existing investors Blumberg Capital, Napier Park Global Capital, North Hill Ventures, and Tribeca Venture Partners. The company plans to use the funding to expand SME lending solutions and further invest in marketing.

10/18/16 Xavier Niel

IbanFirst (Brussels, Belgium) raised €10mm in a round of funding led by French entrepreneur Xavier Niel. IbanFirst was previously known as FX4BIZ. IbanFirstenables international “Banking-as-a-Service” promising lower fees and better exchange rates than traditional corporate banking accounts.

10/4/16

Gresham Computing (LSE:GHT) acquired C24 Technologies for $5.8mm, valuing the company at an implied 2.3x LTM Revenue and 19.8x LTM EBITDA. As part of the transaction, Gresham announced an intent to raise £3.3mm through a placing of new shares. This is the first acquisition completed by Gresham. C24 will give Gresham new capabilities in financial message processing.

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

FIS 24,394 34,577 3.8x 3.7x 13.0x 11.7x (1%) 3% 29% 31% Fiserv 21,931 26,236 5.0x 4.8x 16.4x 13.7x 4% 5% 31% 35% Jack Henry & Associates 6,422 6,352 4.9x 4.6x 14.0x 12.7x 6% 6% 35% 36% Temenos 4,678 4,951 9.1x 7.9x 41.8x 20.7x 16% 16% 22% 38% Oracle Financial Services 4,098 3,545 5.9x 5.3x 14.4x 12.7x 4% 11% 41% 42% Ellie Mae 3,545 3,159 12.4x 8.9x 65.8x 28.4x 57% 39% 19% 31% ACI Worldwide 2,104 2,796 2.7x 2.8x 16.0x 11.3x 3% (4%) 17% 25% Q2 Holdings 1,120 1,028 9.4x nm nm nm 38% na na naBottomline Technologies 861 906 2.7x 2.6x 22.2x 11.8x 4% 2% 12% 22% Sword Group 286 258 1.7x 1.4x 11.6x 9.3x 18% 17% 15% 16% Polaris Consulting & Services 248 192 0.6x nm 5.5x nm 0% na 12% naMicrogen 144 143 3.6x 2.9x 14.4x 11.8x 7% 24% 25% 25% Gresham Computing 94 89 4.8x 4.2x 35.7x 18.9x 16% 16% 14% 22% Trim Mean 4,131 4,506 4.9x 4.3x 20.0x 13.9x 10% 11% 22% 29% Median 2,104 2,796 4.8x 4.2x 15.2x 12.7x 6% 11% 20% 31%

80

110

140

170

200

230

260

290

Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16

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

M&A Banking Software Index S&P 500

8x

10x

12x

14x

16x

18x

20x

22x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

5.0x

5.5x

Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 9/30/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Capital Markets Software & ServicesNOVEMBER 2016

Public Market Data

Recent Activity

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

IHS Markit 12,512 15,655 4.7x 4.3x 16.3x 11.6x 5% 10% 29% 37% Broadridge 7,830 8,125 2.9x 2.3x 13.7x 12.2x 7% 24% 21% 19% SS&C Technologies 6,598 8,986 9.0x 5.9x 27.3x 14.8x 30% 52% 33% 40% Computershare 4,452 5,754 3.0x 2.8x 9.6x 10.7x (3%) 5% 31% 26% DST 3,173 3,104 1.5x 1.9x 7.7x 8.2x (1%) (20%) 20% 23% SimCorp 2,278 2,246 7.3x 6.9x 27.5x 28.5x 15% 6% 26% 24% Envestnet 1,512 1,765 4.2x na 34.9x 17.6x 21% na 12% naIRESS 1,400 1,523 5.5x 5.1x 22.0x 16.7x 10% 8% 25% 30% Fidessa group 1,184 1,101 3.0x 2.7x 17.6x 10.1x 7% 12% 17% 27% First Derivatives 634 655 4.9x 3.9x 37.0x 20.4x 39% 24% 13% 19% Linedata Services 337 351 1.8x 1.8x 7.4x 6.4x 9% (1%) 25% 29% Cinnober 115 111 3.3x 2.8x 51.1x nm 10% 18% 6% 2% StatPro Group 92 104 2.8x 2.4x 21.2x 16.8x (6%) 17% 13% 14% Brady 70 62 1.8x 1.6x nm 11.2x (12%) 11% 0% 15% Lombard Risk Management 35 26 0.9x 0.7x 22.2x na 6% 25% 4% naTrim Mean 2,283 2,607 3.6x 3.1x 21.4x 13.7x 9% 13% 19% 24% Median 1,400 1,523 3.0x 2.7x 21.6x 12.2x 7% 12% 20% 24%

8x

12x

16x

20x

24x

2.0x

2.5x

3.0x

3.5x

Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

100

120

140

160

180

200

220

240

Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16

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

11/4/16

Broadridge (NYSE:BR) acquired M&O Systems for an undisclosed sum. The acquisition will help Broadridge expand its wealth management offerings to include a best-of-breed, back-office agnostic compensation management tool. The acquisition is Broadridge’s 7th of 2016. Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems.

10/13/16

ICAP (LSE:IAP) acquired Abide Financial for an undisclosed sum. Abide will become a subsidiary of ICAP’s Post Trade Risk and Information division. Abide’s regulatory reporting hub and venues will be integrated with Traiana and ICAP’s PTRI Approved Publication Arrangement reporting service.

10/06/16

ION Investment Group (Dublin, Ireland) acquired Reval for an undisclosed sum. The transaction gives ION a stronger foothold in treasury services and provides strong functionality in risk and hedge accounting. Reval VEO and cofounder Jiro Okochi will stay on to lead the business.

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 9/30/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Data & Analytics – Financial ServicesNOVEMBER 2016

Public Market Data

Recent Activity

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

10/14/16

Morningstar (NasdaqGS:MORN) acquired the remaining 80% of PitchBook Data that it did not already own for $180mm, implying an enterprise value of $225mm. Pitchbook reported $31.1mm in revenue for the twelve months ending June 30, 2016, valuing the company at an implied 7.2x LTM revenue. Morningstar was an early investor in PitchBook and previously owned approximately 20%.

10/11/16

Drillinginfo (Austin, TX) acquired GlobalView Software for an undisclosed sum. GlobalView provides analytics, risk management and data management solutions for global energy and agricultural companies and bolsters Drillinginfo’s existing oil and gas analytics offering. Drillinginfo will also integrate its proprietary data sets into GlobalView’s MarketView solution.

10/11/16

Q4 (Toronto, Canada) acquired Euroinvestor IR Solutions for an undisclosed sum. Euroinvestor IR Solutions provides interactive charting, tools and news applications for European listed companies to leverage for their investor websites and mobile applications. Euroinvestor’s technology supports 45 global exchanges in 21 languages.

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

S&P Global 32,497 35,678 6.7x 6.4x 16.1x 14.4x 5% 6% 42% 44% Thomson Reuters 29,428 38,116 3.1x 3.4x 14.7x 12.2x (3%) (8%) 21% 28% Moody's 19,531 21,079 6.0x 5.9x 13.3x 13.1x 5% 3% 46% 45% Experian 18,273 21,362 4.6x 4.7x 12.1x 13.4x (3%) (2%) 38% 35% Equifax 15,038 17,810 6.7x 5.7x 19.5x 15.9x 9% 18% 34% 36% Verisk Analytics 14,009 16,127 7.8x 8.1x 17.1x 16.1x 18% (3%) 46% 50% MSCI 7,656 8,756 8.1x 7.6x 18.2x 15.4x 8% 7% 45% 49% FactSet Research Systems 6,293 6,340 6.1x 5.5x 17.1x 15.5x 10% 11% 36% 36% CoStar Group 6,070 5,884 8.3x 7.0x 64.4x 23.0x 24% 18% 13% 31% Dun & Bradstreet 4,570 5,939 3.6x 3.5x 13.9x 12.0x 3% 5% 26% 29% FICO 3,900 4,382 5.2x 5.0x 22.5x 21.2x 7% 4% 23% 23% CoreLogic 3,796 5,253 3.4x 2.7x 16.2x 10.5x 9% 27% 21% 26% Morningstar 3,058 2,853 3.6x 3.6x 11.2x 11.4x 4% 0% 32% 32% Trim Mean 11,688 13,510 5.6x 5.3x 16.4x 14.6x 7% 6% 33% 35% Median 7,656 8,756 6.0x 5.5x 16.2x 14.4x 7% 5% 34% 35%

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

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

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 9/30/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Insurance TechnologyNOVEMBER 2016

Public Market Data

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

Recent Activity

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

10/25/16

Alan (Paris, France) raised €12mm ($13.3mm) in a venture round from CNP Assurances, Power Financial and Partech Ventures. Alan provides an online health insurance platform, which allows its customers to submit reimbursements, add their partner on their health plan and get more details about their coverage.

10/20/16EverQuote (Cambridge, MA) raised $23mm in a Series B round led by Savano Capital Partners at a $195mm valuation. EverQuote provides a comparison-shopping site for auto insurance.

10/19/16 Ladder (Menlo Park, CA) raised $14mm in a Series A round led by Canaan Partners. Ladder provides a smart life insurance platform for digital consumers.

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Guidewire Software 4,263 3,635 9.2x 8.2x nm 46.5x 7% 12% 5% 18% Ebix 1,846 2,009 7.6x 6.9x 20.5x 18.1x 24% 10% 37% 38% CorVel 682 641 1.3x nm 10.0x nm 1% na 13% naSapiens 677 590 3.2x 2.8x 20.7x 18.6x 18% 15% 15% 15% msg life 102 77 0.6x 0.6x 9.3x 6.5x 4% 3% 7% 10% Connecture 41 108 1.1x 1.2x 18.7x nm 13% (10%) 6% 1% Trim Mean 827 837 3.3x 3.6x 16.4x 18.4x 10% 8% 10% 14% Median 679 615 2.2x 2.8x 18.7x 18.4x 10% 10% 10% 15%

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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

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 9/30/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Payment TechnologyNOVEMBER 2016

Public Market Data

[1] SafeCharge (SCH) added to the index as of IPO 4/1/14. PayPal (PYPL) added to the index as of IPO 7/20/15

Recent Activity

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

10/20/16Paysimple (Denver, CO) raised $115mm led by Providence Strategic Growth. The investment is expected to accelerate PaySimple’s strategy to market services online and automate payment acceptance.

10/4/16

Parthenon Capital Partners (Boston, MA) acquired a majority ownership stake in BillingTree for an undisclosed sum. BillingTree is a leading provider of omni-channel, integrated payments solutions to the healthcare, ARM and financial services industries. Marlin & Associates acted as exclusive strategic and financial advisor to BillingTree. Click here to read our press release.

10/3/16

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

Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

PayPal 50,575 45,487 4.9x 4.2x 23.3x 16.5x 15% 17% 21% 25%FleetCor Technologies 16,707 20,158 11.8x 11.0x 23.8x 21.1x 42% 7% 50% 52%Vantiv 11,517 14,663 8.8x 7.7x 20.6x 16.1x 19% 14% 43% 48%Global Payments 11,232 15,228 5.4x 5.6x 24.8x 17.6x 6% (4%) 22% 32%Western Union 9,840 11,766 2.1x 2.2x 8.5x 8.8x (2%) (1%) 25% 25%Total System Services 9,210 12,257 4.4x 2.9x 18.4x 12.0x 14% 50% 24% 24%Wirecard 5,920 5,051 5.7x 4.5x 21.2x 14.9x 28% 27% 27% 30%WEX 4,677 6,441 7.5x 6.4x 21.6x 17.7x 27% 18% 35% 36%Euronet Worldw ide 4,337 4,215 2.4x 2.2x 15.3x 11.9x 6% 11% 16% 18%Blackhaw k Netw ork Holdings 1,918 2,198 1.2x 1.1x 13.6x 10.7x 25% 8% 9% 11%EVERTEC 1,126 1,713 4.6x 4.5x 11.6x 9.3x 3% 3% 40% 48%PayPoint 911 808 3.0x 3.1x 11.9x 11.1x (1%) (3%) 26% 28%Cass Information Systems 609 335 2.7x nm 9.5x nm 2% na 29% naMoneygram International 465 1,414 1.0x 0.9x 8.6x 5.3x (1%) 6% 12% 18%SafeCharge 420 292 2.9x 2.7x 10.3x 8.5x 30% 6% 29% 32%

Trim Mean 6,036 7,404 4.3x 3.9x 16.1x 12.9x 13% 10% 27% 30%Median 4,677 5,051 4.4x 3.7x 15.3x 12.0x 14% 8% 26% 29%

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

M&A Payment Tech Index S&P 500

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 9/30/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Securities ExchangesNOVEMBER 2016

Public Market Data

Recent Activity

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

9/26/16IG Group (LSE:IGG) entered into an asset purchase agreement to acquire DailyFXfrom Forex Capital Markets for $40mm. IG Group aims to boost customer count with the acquisition.

9/26/16

CBOE Holdings (Nasdaq:CBOE) entered into a definitive agreement to acquire BATS Global Markets (BATS:BATS) for $3.2bn, at 1.9x LTM Revenue and 13.1x LTM EBITDA. CBOE expects the acquisition to enhance the trading experience by streamlining access for customers and allowing CBOE to provide greater scale, while increasing operational and cost efficiencies.

8/22/16Singapore Exchange (SGX:S68) acquired The Baltic Exchange for $114mm. Singapore Exchange hopes to further establish Singapore as an ideal location for trading and settlement of shipping contracts.

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Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

CME Group 33,948 34,675 10.4x 9.9x 15.6x 14.1x 7% 5% 67% 70% IntercontinentalExchange 32,447 38,336 11.5x 8.5x 18.0x 14.0x 8% 34% 64% 61% Hong Kong Exchange 32,175 30,847 18.6x 21.2x 26.1x 30.5x 31% (12%) 71% 70% Deutsche Börse Group 14,254 15,671 5.1x 5.8x 12.5x 11.1x 16% (12%) 41% 52% London Stock Exchange 12,249 12,879 5.9x 6.6x 17.0x 13.6x 35% (10%) 35% 48% The Nasdaq OMX Group 10,843 14,057 7.4x 6.2x 12.8x 12.4x 13% 20% 58% 50% BM&F Bovespa 10,385 10,358 15.1x 14.5x 23.1x 21.4x 9% 4% 65% 68% Australian Exchange (ASX) 6,997 6,245 11.5x 10.8x 14.4x 14.1x 9% 7% 80% 77% Singapore Exchange (SGX) 5,500 4,820 8.0x 8.4x 14.9x 15.0x 18% (4%) 54% 56% CBOE 5,138 5,078 8.0x 8.0x 13.9x 14.7x 3% (0%) 58% 55% TMX Group 2,514 3,037 5.3x 5.5x 10.6x 11.0x (4%) (3%) 50% 50% Trim Mean 14,443 14,959 9.3x 8.7x 15.8x 14.5x 13% 1% 59% 59% Median 10,843 12,879 8.0x 8.4x 14.9x 14.1x 9% (0%) 58% 56%

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

M&A Sec Exchanges Index S&P 500

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 9/30/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin(USD millions) Cap CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Charles Schw ab 42,288 6.7x 5.7x 19.2x nm 5% 18% 35% naTD Ameritrade 18,097 5.7x 5.4x 14.2x 12.1x 1% 5% 40% 45%E*TRADE 7,757 4.2x 4.0x 12.9x 10.0x 4% 5% 33% 40%MarketAxess 5,698 18.8x 15.6x 38.5x 27.8x 16% 20% 49% 56%ICAP 3,927 nm 2.6x nm 13.1x na na na 20%IG Group 3,828 6.9x 6.4x 18.3x 13.5x 3% 9% 38% 47%BGC Partners 3,196 1.3x 1.2x nm 6.8x 43% 3% na 18%Interactive Brokers Group 2,273 1.7x 1.5x 3.8x 2.2x 13% 12% 43% 67%LendingClub 1,930 4.5x 4.1x nm nm 104% 10% na naTullett Prebon 1,125 1.2x 1.1x 9.6x 5.8x 13% 9% 12% 18%Monex Group 657 1.3x 1.5x 9.5x nm 16% (12%) 14% naInvestment Technology Group 508 0.8x 1.1x 4.2x 20.4x 14% (26%) 19% 5%BinckBank 426 2.0x 2.6x 9.7x nm 1% (25%) 20% naOn Deck Capital 347 1.9x 1.2x nm nm 99% 61% na naGAIN Capital 224 0.5x 0.6x 5.4x 3.6x 17% (9%) 10% 16%FXCM 44 0.2x nm nm nm (25%) na na na

Trim Mean 3,571 3.0x 2.9x 11.5x 10.7x 19% 4% 28% 33%Median 2,101 1.9x 2.6x 9.7x 11.0x 13% 7% 33% 30%

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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

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Technology-Enabled Financial InstitutionsNOVEMBER 2016

Public Market Data

Recent Activity

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

10/26/16 UndisclosedAX Trading Group (New York, NY) raised $20mm to expand the firm’s global market position. AX provides a platform for institutional traders to proactively reach out to targeted counterparties in a way that protects their trading intentions and their identity.

10/24/16

TD Ameritrade (Nasdaq:AMTD) acquired Scottrade for $4bn in cash and stock. Scottrade is an online brokerage with over 3 million accounts and $170bn AUM. TD expects to realize approximately $450 mm in combined annual expense synergies, and more than $300 mm in additional longer-term opportunities.

9/19/16Broadridge Financial Solutions (NYSE:BR) acquired the technology assets of Inveshare for $135mm. The acquisition is expected to accelerate Broadridge’s ability to adapt distributed ledger technology capabilities to its proxy services.

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Alacra Inc Acquired By Opus Global, A GTCR-Backed Company

CASE STUDIES:

New York, NY

Palo Alto, CA

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

has been acquired by

Alacra, Inc. is a leading provider of Know Your Customer (KYC), Anti-MoneyLaundering (AML) and Reference Data business information solutions. Thecompany leverages business information from more than 175 unique databasesin its workflow solutions to help clients more efficiently and consistently onboardclients, screen clients, manage vendor risk, and front office business research.By 2014 the company’s workflow applications were enabling approximately300,000 end users at more than 200 financial institutions, professional servicefirms and corporations. The company was founded in 1996 by its managementteam and backed by several well-known investors.

Over the years, M&A advised the company several times as it contemplatedacquisitions and grew. And as it grew, the company garnered interest fromseveral potential suitors.

In early 2014, the company was approached by a large international technology firm proposing an acquisition. TheBoard asked M&A to advise. However, after several rounds of discussion it became clear that the parties were farapart on expected value.

In early 2015, Alacra was approached by Opus Global Holdings, LLC. led by industry veteran Doug Bergeron, andbacked by GTCR and more than $500 million in committed capital. They had acquired Hiperos in July 2014 andbelieved the combination of Hiperos with Alacra would create an even stronger GRC competitor. While the Boardthought that the timing might be early, the Board again asked M&A to advise. On September 30, 2015, Alacra wassold to Opus Global Holdings, LLC. The financial terms of the transaction were not disclosed.

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Marlin & Associates acted as the exclusive strategic and financial advisor to Alacra. M&A worked with thecompany’s management, shareholders and legal advisors to negotiate terms, determine the best structure,manage an efficient due diligence review process, resolve a series of critical issues, forge compromise and bringthe complex transaction to closure.

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The Marlin & Associates team was absolutely invaluable in guiding us through every aspect of this transaction. Without their expert strategic and financial counsel; continuous daily leadership; and creative approach to overcoming hurdles we never would have gotten it completed.

Steven GoldsteinCo-founder and CEO

NOVEMBER 2016

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Perry HarrisPresident

SS&C Acquires Varden Technologies

CASE STUDIES:

M&A organized a dedicated team to work closely with Varden management team and board to develop materialsthat would seamlessly communicate Varden’s strengths, growth potential, strategy, execution plan, and financialprojections. Working with the company, M&A also leveraged its deep domain expertise in the global financialtechnology arena to identify and qualify a select group of parties that could be appropriate partners. M&A thenworked to frame the company’s unique value proposition and manage a process that involved multiple potentialpartners. M&A then spent the time with these parties to ensure that they fully understood the company.

After a review of its options, careful consideration, Varden agreed to negotiate with SS&C (Nasdaq: SSNC), aglobal diversified provider of cloud-based services and software for the global financial services industry. Thestrategic fit with SS&C was solid: Varden and SS&C were already their selling solutions together under acollaborative partnership, SS&C’s sales force would have a ready-to-sell solution to combine with its offeringsincluding Advent. M&A advised the company through these negotiations providing guidance on matters such asvaluation, structure and key terms.

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M&A worked diligently on the deal to craft materials, initiate conversations, negotiate alternative offers with multipleparties, and close the transaction swiftly and efficiently. M&A initiated the transaction and acted as exclusivestrategic and financial advisor to the shareholders and managers of Varden. Both sides believe that this acquisitionwill enhance many of SS&C’s key solutions across their customer groups, particularly bolstering its offerings thatsupport reporting for asset managers. The combination also should accelerate Varden’s organic growth plan bybroadening its distribution.M

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Varden Technologies, Inc., (“Varden”) based in Boston, MA, is an innovativeenterprise software development and consulting firm that is redefining the wayfinancial services firms communicate with their clients. Varden delivers aconfigurable client reporting, communications, and portal platform for online,mobile and printed distribution. The platform is used to transform large amountsof data into simple, ready-to-serve packages which allow financial servicescompanies to provide their clients with access to statements, reports sales-related collateral, interactive online content and more via secure browsers,smartphones and tablets.

As Varden grew, both industry players and PE firms started inquiring about thecompany, in March 2015, the company engaged Marlin & Associates to adviseon a potential sale of the company.

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Windsor, CT

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

Technologies.

has been acquired by

We chose the Marlin team because they best understood our business and its fit in the overall market. Their consultative, strategic, hands-on approach guided us through a complex process and helped us avoid mistakes we undoubtedly would have made without their guidance and experience. Everyone on the team played a key role and were instrumental in us closing with the best partner for our people and our customers.

NOVEMBER 2016

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Markit Group Acquires Information Mosaic

Information Mosaic Ltd. is a Dublin, Ireland based market-leading provider of enterprisesoftware for processing financial securities transactions on a global basis. The companycombines enterprise technology with deep domain expertise to help some of the world’slargest global financial institutions reduce the risk and cost associated with high-volumeand complex securities processing; improve operational efficiency; and increase thequality of customer service. Over the years, the company extended its product line,expanded operations to the UK, India, Malaysia, Singapore and the US; and added ascustomers some of the world’s largest financial services companies. Along the way, theyraised expansion capital from a number of sources including SEB (SkandinaviskaEnskilda Banken AB), the large Swedish financial group, which acquired majority control.

Marlin & Associates and the founder/CEO of Information Mosaic had an ongoing dialogfor at least six years, meeting periodically in the US and Dublin. In 2013, the founderstepped down as CEO and left the company. SEB appointed an interim CEO. In 2014,M&A met with the new management team. Shortly thereafter, the company engagedMarlin & Associates as strategic and financial advisor to help the company developstrategic options.

M&A began with a strategic perspective, leveraging the firm’s experience and in-depth knowledge of the capitalmarkets technology sector. Rather than launch an immediate sale process, M&A counseled patience as newmanagement worked on restructuring ownership, simplifying the capital structure and regaining sales momentum.After nearly a year, M&A began guiding the company through an organized sale process that brought more than 10potential suitors to the table in three countries.

On June 2, 2015, Information Mosaic and SEB agreed to sell the company to Markit Group Ltd, a leadingdiversified provider of financial information services, based in London. With this strategic acquisition, InformationMosaic was integrated into Markit’s Solutions division creating a combination with deep domain expertise, data andtechnology assets to position Markit as a leading provider of end-to-end, multi-entity, multi-currency, multi-marketsoftware for large complex financial organizations.

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Marlin & Associates acted as exclusive strategic and financial advisor to the company and secured multiplealternatives for Information Mosaic’s shareholders to consider. M&A aided in the creation of materials to highlightthe company’s leading position in serving Tier 1 institutions and its potential to serve a critical role as thesecurities-processing software of choice for industry utilities. M&A worked with the company’s shareholders andtax advisors to determine the best structure under which to complete a transaction and played a critical part inbringing the complex transaction to closure.M

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London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to

Information Mosaic.

has been acquired by

Ulrich KunzChairman and CEO

The Marlin & Associates team went above and beyond our expectations in helping us to initiate and manage this transaction. From the very beginning they provided us with sound financial and strategic advice. Their knowledge of the industry and transaction expertise was vital to our entire process. They helped us be fully prepared and they stuck with us throughout the process.

CASE STUDIES:

NOVEMBER 2016

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Goldman Sachs Merchant Banking Division And Blackstone Acquire Ipreo

In early 2014, when M&A became aware that KKR was open to divesting Ipreo, M&A approached the MerchantBanking Division of Goldman Sachs (“Goldman Sachs”), as M&A believed Goldman Sachs was uniquelypositioned to add value and help Ipreo grow. Subsequently, Goldman Sachs engaged M&A as an advisor topursue a potential acquisition of Ipreo.

The Merchant Banking Division of Goldman Sachs is one of the leading private equity investors in the world,having invested and committed approximately $45 billion of equity capital in over 650 companies globally across itscorporate equity investing business.

On April 14, 2014, private equity funds managed by the Goldman Sachs Merchant Banking Division andBlackstone (together, the “Sponsors”) signed a definitive agreement to acquire a majority stake in Ipreo fromaffiliates of KKR, who retained a minority ownership stake in the business.

The value of the transaction was reported to be $975mm.Ove

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Marlin & Associates’ thorough understanding of the marketplace, competitors and potential follow-on acquisitionopportunities enabled the firm to provide valuable support to the Sponsors throughout the deal process. M&Aconducted financial analysis, a review of Ipreo management’s business plan and financial forecasts, a competitivebenchmarking analysis, a market share analysis and aided in the identification of potential follow-on acquisitionopportunities. M&A is pleased to have advised the Sponsors on this very important transaction.

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Founded in 2006 with the merger of i-Deal and Hemscott, Ipreo Holdings LLC("Ipreo"), based in New York, NY, is a global leader in providing marketintelligence, data, and technology solutions to all participants in the global capitalmarkets, including sell-side banks, publicly traded companies, and buy-sideinstitutions. Ipreo has more than 700 employees supporting clients in everymajor financial center around the world. From new issuance through ongoinginvestor management, Ipreo’s unique solutions drive connectivity and efficiencythroughout all stages of the capital-raising process.

Marlin & Associates was very familiar with Ipreo and the competitive landscape itoperates in. A few years earlier, M&A advised Ipreo and its owners at the time,Veronis Suhler Stevenson (VSS), on the sale of its Hemscott unit to Morningstar.M&A maintained close relationships with Ipreo and VSS as they were bidders onseveral other firms which M&A advised. In May 2011, VSS announced the saleof Ipreo to affiliates of Kohlberg Kravis Roberts & Co. L.P. (KKR).

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

Marlin & Associates advised the Sponsors.

Private equity funds managed by Blackstone and by the Goldman Sachs Merchant Banking

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

CASE STUDIES:

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AIM Software Received a Majority Investment From Welsh, Carson, Anderson & Stowe

When the timing was right, M&A leveraged its extensive industry relationships with both industry players andfinancial sponsors to communicate AIM’s strengths, and desires in an effort to identify the right partner for theCompany. While many firms expressed serious interest, in January 2015, AIM selected Welsh Carson, Anderson &Stowe (“WCAS”) as its partner. The New York-based private equity firm was prepared to invest primary capital intothe business to accelerate the Company's high-growth expansion plans and also to provide liquidity to existingshareholders. WCAS also brought considerable management and technical expertise to the partnership and werewilling to allow the existing shareholders to retain a significant amount of equity. M&A worked with management aswell as with the shareholder’s and investor’s legal, accounting and tax advisors to determine the best structureunder which to complete a transaction.

The capital invested by WCAS is being used to help the Company expand to new markets, increase its productline, and expand the number of AIM technical and sales employees, as well as to increase the Company’s visibilitythrough marketing and public relations as the Company continued to expand globally. AIM also plans to utilize thenew capital for future acquisitions.O

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M&A served as AIM's exclusive financial and strategic advisor in the Company's majority investment from WCAS.M&A worked with AIM for more than a year before approaching potential partners. During that time, M&Apersonnel worked with management to better position the Company’s new suite of products and strategic directionincluding, its shift from customized software with license and maintenance pricing to a customer-focused productsold-as-a-service (SaaS) with a subscription pricing. M&A advised on Key Performance Indicators to track andhelped prepare financial models showing financial and operating statistics. The strategy description, repositioningand additional metrics helped potential partners understand AIM’s strengths, and opportunities.M

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For more than eight years, M&A and AIM’s Founder & CEO had regular discussions about the future of the Company.

In 2013, the founder approached M&A with a dilemma. Aim Software us a successful enterprise software company based in Austria, Switzerland, Luxembourg, France and the United Kingdom. The Company was generating a great deal of cash from its award-winning Reference Data and Risk Management software products, but global expansion would require increased investment in product, marketing and management, as well as increase the risk profile of the business. The CEO founder and other shareholders also wanted to take some chips off the table.

AIM engaged M&A as its exclusive strategic and financial advisor.

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received a majority investment from

New York, NY

Marlin & Associates acted as exclusive strategic and financial advisor to AIM

Software.

Martin BuchbergerFounder and CEO

The Marlin team was instrumental in helping AIM to get this transaction completed. Marlin's preparation was extremely thorough, and their execution was flawless. Their industry knowledge, expertise and passion were both apparent and invaluable, and they demonstrated unwavering commitment, integrity and hard work.

CASE STUDIES:

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