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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 March 2016 Toronto Washington, D.C. San Francisco New York

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Fin

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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 y

M A R K E T

U 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

March 2016

Toronto

Washington, D.C.

San Francisco

New York

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DEAR CLIENTS AND

FRIENDS,

Welcome to our March 2016 Financial Technology 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 related services. The firm is based in New York City, with offices in San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been the

recipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing

Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information-

technology transactions.

Sincerely,

Kenneth B. Marlin

www.MarlinLLC.com

It’s an interesting time to be in the business of facilitating m&a in the fintech space. Last week, my partner Jason

Panzer wrote a blog post on the ongoing effort by fintech companies to help financial services firms lower costs

and improve quality by taking humans out of structured and unstructured processes. It is HERE. One fully

intended consequence of this movement has been downward pressure on transaction prices. That’s good for the

users - not always so good for the service providers. It’s disruptive.

We’ve been watching one manifestation of this trend as companies use technology to materially reduce the cost

of affecting transactions in the securities markets. This trend has been driving per-trade costs dramatically lower

around the world – and that has been causing seismic shifts in the landscape.

Two weeks ago, we heard that Deutsche Börse is in talks to merge with the London Stock Exchange unless, as

we heard a week later, I.C.E. which bought the NYSE in 2013, gets in the way and launches its own bid for the

LSE. Wednesday, we heard about NASDAQ, which bought CHI-X Canada in December, is now buying the

International Securities Exchange from Deutsche Börse. Meanwhile, I.C. E. is selling its stake in the Options

Clearing Corporation to NASDAQ. There’s a lot more going on in this space than we have time to write about. It’s

fun to watch.

In other important news, we found out last week that Marlin & Associates has been nominated and named a

finalist for Boutique Investment Bank of the Year and that I was named as a finalist for M&A Dealmaker of the

year. It’s always an honor to be recognized by our peers. But our greatest joy is helping clients achieve their

goals.

The report that follows is intended to bring a focus to the M&A values and trends in the seven discreet sectors of

the fintech industry that we have followed and sometimes led for more than 14 years. You can see the details on

many of the more notable recent transactions here. A few of them include:

• TSYS (NYSE:TSS) agreed to acquire TransFirst from Vista Equity Partners for $2.4bn in cash, valuing the

company at an implied 13.8x adjusted EBITDA;

• Insight Venture Partners (New York, NY) agreed to acquire Diligent for $4.90 per share, valuing the company

at approximately $624mm, including cash;

• Nasdaq (NASDAQ:NDAQ) agreed to acquire Marketwired from OMERS Private Equity for CAD150mm

(~$111mm);

• BI-Sam acquired FinAnalytica; and

• Wirecard acquired Provus Service Provider from Innova Capital for EUR 32mm (~$35mm) in cash.

We are here to advise the participants in this industry as they seek to buy, sell, or raise capital. Please let us know

how we can help you.

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MARCH 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 Technology

Financial Technology is a complex industry that serves a wide range of customers, including

retail, commercial, merchant and investment banks; asset managers; insurance companies;

securities exchanges; corporations (treasurers and CFO’s); merchants (payments); and a host of

other financial services industry participants, consumers and intermediaries who interface with

these financial institutions.

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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 Michael Maxworthy

• 18+ years of investment banking and

private 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

Paul Friday

• 20+ years of investment banking

experience

• Focused on entrepreneurial

technology-based companies

• Formerly at Robertson Stephens and

PaineWebber (UBS)

• BS, Finance from Pennsylvania State

University

Afsaneh Naimollah

• 20+ years of M&A experience

• Founder of Chela Capital

• Global Head of Barclays’ Capital

Technology Group

• BA in Economics from Milton College

• MBA in International Finance from

• University of Wisconsin-Madison

• Post-MBA from Northwestern 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 payments technology

• 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 Graduate

School of Public AdministrationJeffrey Trongone

• 10+ years on Wall Street

• Previously at Scotia Capital's Equity

Research

• Previously at Bear Stearns and

J.P. Morgan

• BSBA from Villanova University

• CFA Charterholder

MARLIN & ASSOCIATES’ SENIOR TEAM BRINGS EXTENSIVE

DEPTH, BREADTH AND INDUSTRY EXPERTISE TO OUR

CLIENTS

MARCH 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

the technologies themselves and Ken Marlin has been in the thick of it...

– Institutional Investor 2014

In 2011, Institutional Investor, the international publisher focused primarily on international

finance, has named M&A’s Founding Partner, Ken Marlin, as one of Institutional Investor’s

Tech 50, which honored the 50 most “disruptive” figures in the financial technology sector

Institutional Investor calls these 50 people disrupters because they're changing the way

Wall Street does business

Ken was the only investment banker included on the list

In 2014, Institutional Investor again named Ken as one of the 50 most influential people in

financial technology

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

In 2015, Institutional Investor named Ken as an inaugural member of the “The Fintech

Finance 35: The Financiers Who Place the Bets”

Institutional Investor calls these 35 people the influential financiers that accelerate financial

start-up’s paths to commercialization

Candidates were evaluated by four primary sets of attributes: achievements and

contributions over the course of a career; scope and complexity of

responsibilities; influence and leadership inside and outside the organization;

and pure technological innovation.

MARCH 2016

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Two transactions on which Marlin & Associates

advised were named as part of

The M&A Advisor’s “Deals-of-the Decade

Celebration

Acquisition International recognized Marlin &

Associates for the M&A Award USA TMT

Advisory Firm of the Year (2012, 2015)

The Global M&A Network recognized Marlin &

Associates for excellence in multiple deal

categories through its M&A Atlas Awards:

• Financial Technology Deal of the Year (2012, 2011)

• North America Small Mid Markets Corporate Deal of the Year

(2013)

• Corporate M&A Deal of the Year (2010)

• Technologies Deal of the Year (2010)

* Firm-wide Awards

The M&A Advisor and The M&A Forum have

recognized Marlin & Associates for excellence

in multiple deal categories including:

• Boutique Investment Banking Firm of the Year (2014)*

• 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, Below $100M)

• Middle Market Financing Deal of the Year - Equity (2007)

• Middle Market Financing - Financial Services Deal of the Year

(2007)

The 451 Group, a noted independent

technology industry analyst company,

identified Marlin & Associates as a leader in

cross-Atlantic technology merger and

acquisition transaction advisory

SNL Financial, a market research

company, identified Marlin & Associates as

leading the most financial technology

transactions in 2009, in a tie with Citigroup

and Credit Suisse, and one of the top 10

advisors in 2010

“Boutique Investment Banking Firm of the Year (2014, 2015)”

PEERS AND INDUSTRY GROUPS RECOGNIZE MARLIN &

ASSOCIATES

Select Marlin & Associates Awards

MARCH 2016

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CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISE

THEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

MARCH 2016

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.

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

Chicago, IL

has been acquired by

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to SpyWare LLC.

Woburn, MA

has been acquired by

Chicago, IL

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

has sold

Chicago, IL

to

Stockholm, Sweden

Marlin & Associates acted as exclusive strategic and financial

advisor to MarketAxess.

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CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISE

THEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

MARCH 2016

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.

Chicago, IL

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to

Logical Information Machines, Inc.

has been acquired by

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Upcoming 2016 Events:

ConferenceDate Location Website

MARCH 2016

Mar. 21 - Mar. 23, 2016

Apr. 11, 2016

Orlando, FL Details

New Orleans, LA Details

Boston, MA Details

Copenhagen, Denmark Details

London, UK Details

AFT Spring Summit 2016The AFT (Association for Financial Technology) features

programs that are a blend of industry experts addressing

topics of vital current interest, lively interactive sessions in

which participants set the agenda, panel discussions

featuring bankers, regulators and consultants.

All Payments ExpoBy collecting the brightest minds and the leading talents in

retail, payments and technology, attendees will learn from

today’s innovators, build tomorrow’s businesses and chart

the future for consumer-centric commerce.

FIMA US 2016Financial Information Management (FIMA), now in its 12th

year, is the leading reference data manage event in the

United States. This year’s event will host more than 300

guests from over 124 companies with 3 days content and

12+ hours of networking.

Money20/20 EuropeMoney20/20 is one of largest global events enabling

payments and financial services innovation for connected

commerce at the intersection of mobile, retail, marketing

services, data and technology. Over 10,000+ attendees,

including more than 1,000 CEOs participate.

Innovate Finance Global Summit 2016Global participation of 1,500+ key decision makers in

Fintech and financial services. Attend workshops,

roundtable discussions, VIP keynotes and compelling

panel discussions from global Fintech thought-leaders.

Mar. 13 - Mar. 15, 2016

Mar. 21 - Mar. 23, 2016

Apr. 04 - Apr. 07, 2016

Apr. 11-12, 2016 San Francisco, CA DetailsLendIt USA 2016LendIt is the largest conference series dedicated to

connecting the global online lending community. Its

conferences bring together leading lending platforms,

investors, and service providers for education, networking,

and business development opportunities.

Apr. 19-21, 2016 Las Vegas, NV DetailsTRANSACT16TRANSACT16 is an event for payments technology,

produced by the Electronic Transactions Association, the

world’s largest payments industry trade group.

Apr. 21, 2016 Chicago, IL DetailsFINTECH EXCHANGE 2016FinTech Exchange highlights the latest in financial

technology for financial markets and trading firms. The

engaging, half-day event, organized focuses on the latest

technologies used by firms involved in trading software,

analytics, market data distribution and cloud computing.

Apr. 26, 2016 New York, NY DetailsEmpire startups Fintech ConferenceHear from those forging new trails in payments, real-

estate, lending, insurance tech, and more. In addition to

attracting hundreds of FinTech entrepreneurs, this

NewYork conference also plays host to the investors and

service providers that help accelerate startups.

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample

of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median

multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Enterprise Value / Revenue

Enterprise Value / EBITDA

FINANCIAL TECHNOLOGY

Sector Comparison Snapshot:

MARCH 2016

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

Technology-Enabled Financial Institutions

Securities Exchanges

Payment Technology

Insurance Technology

Data & Analytics –Financial Services

Capital Markets Software & Services

Banking Software & Processors

2015E EV/Revenue 2016E EV/Revenue

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

Technology-Enabled Financial Institutions

Securities Exchanges

Payment Technology

Insurance Technology

Data & Analytics –Financial Services

Capital Markets Software & Services

Banking Software & Processors

2015E EV/EBITDA 2016E EV/EBITDA

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample

of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median

multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Banking Software & Processors

Public Market Data

MARCH 2016

Recent Activity

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

8x

12x

16x

20x

2.0x

3.0x

4.0x

5.0x

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

80

140

200

260

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

M&A Banking Software Index S&P 500

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Fiserv 22,148 26,149 5.0x 4.7x 16.3x 13.6x 4% 6% 31% 35%

FIS 17,428 28,341 4.3x 3.0x 16.8x 9.8x 3% 43% 26% 31%

Jack Henry & Associates 6,560 6,605 5.1x 4.8x 14.5x 13.7x 6% 6% 35% 35%

Oracle Financial Services 4,073 3,732 6.3x 5.4x 15.0x 12.3x 5% 16% 42% 44%

Temenos 3,491 3,758 6.9x 6.2x 21.9x 16.3x 16% 12% 32% 38%

Ellie Mae 2,605 2,526 9.9x 7.9x 52.6x 27.2x 57% 26% 19% 29%

ACI Worldw ide 2,242 3,115 3.0x 3.1x 17.8x 11.6x 3% (4%) 17% 27%

Bottomline Technologies 1,066 1,101 3.3x 3.0x 25.7x 14.3x 4% 8% 13% 21%

Q2 Holdings 786 675 6.2x 4.6x nm nm 38% 34% na na

Polaris Consulting & Services 318 283 1.0x 0.9x 8.2x 6.5x 0% 7% 12% 14%

Sw ord Group 228 192 1.3x 1.1x 8.4x 7.0x 16% 22% 16% 15%

Gresham Computing 95 89 4.3x 3.8x 23.9x 17.0x 15% 15% 18% 22%

Microgen 92 91 2.1x 2.0x 7.9x 7.6x 6% 2% 26% 27%

Trim Mean 3,536 4,384 4.3x 3.8x 16.9x 12.3x 11% 14% 23% 28%

Median 2,242 2,526 4.3x 3.8x 16.6x 12.9x 6% 12% 22% 28%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced

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

2/24/16

Sopra Steria (ENXTPA:SOP) agrees to acquire a 75% stake in Cassiopae for an

undisclosed sum. Cassiopae provides software solutions for specialized finance and

real estate. Sopra Steria anticipates acquiring the remaining 25% stake – which is

currently being retained by the founder of Cassiopae, his family, and certain members

of the management team – by 2020.

2/10/16Avaloq (Zurich, Switzerland) acquires the remaining 49% stake in B-Source from BSI.

B-Source provides BPO and IT services for banks and other financial services firms.

Avaloq acquired its original 51% stake in B-Source from BSI in 2011.

2/2/16

Spotcap (Berlin, Germany) raises €31.5mm (~$34mm) in a round of funding led by

new investor Finstar Financial Group, and including existing investor Holtzbrinck

Ventures. Spotcap, which provides online small business lending, plans to use the

funding to expand internationally.

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample

of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median

multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Capital Markets Software & Services

Public Market Data

MARCH 2016

Recent Activity

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Broadridge 7,021 7,470 2.7x 2.5x 12.6x 11.6x 7% 6% 21% 22%

SS&C Technologies 6,230 8,548 8.5x 5.8x 27.1x 13.4x 30% 48% 32% 43%

Markit 5,310 6,012 5.4x 5.0x 12.6x 11.4x 5% 8% 43% 44%

DST 3,800 3,975 2.0x 1.9x 9.8x 8.5x (1%) 5% 20% 22%

Computershare 3,716 5,081 2.6x 2.6x 8.5x 9.9x (3%) (1%) 31% 27%

SimCorp 1,885 1,839 6.1x 5.9x 23.1x 24.5x 15% 4% 26% 24%

IRESS 1,286 1,421 5.4x 4.9x 21.7x 15.8x 10% 10% 25% 31%

Fidessa group 1,265 1,154 2.8x 2.7x 16.3x 10.2x 7% 4% 17% 26%

Envestnet 774 1,023 2.4x 1.8x 21.5x 10.7x 21% 37% 11% 17%

First Derivatives 532 547 3.8x 3.3x 19.3x 16.1x 30% 16% 20% 20%

Linedata Services 297 297 1.6x 1.6x 6.4x 5.9x 9% 2% 25% 26%

Cinnober 80 74 2.0x 1.7x 28.8x 28.9x 18% 13% 7% 6%

StatPro Group 70 67 1.6x 1.4x 11.9x 9.8x (6%) 14% 13% 14%

Brady 67 58 1.4x 1.3x 9.8x 8.3x (7%) 7% 15% 16%

Lombard Risk Management 46 42 1.3x 1.2x 6.4x 5.2x 4% 9% 21% 23%

Trim Mean 1,947 2,232 3.1x 2.8x 15.4x 12.0x 9% 11% 21% 24%

Median 1,265 1,154 2.6x 2.5x 12.6x 10.7x 7% 8% 21% 23%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

10x

12x

14x

16x

18x

20x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

110

140

170

200

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-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

2/29/16BI-SAM (Paris, France) acquires FinAnalytica for an undisclosed sum. FinAnalytica’s

Cognity platform offers multi-asset class market risk support, portfolio construction

and investment decision analytics.

2/15/16

FinEx Commodity Partners (Grand Cayman, Cayman Islands) has taken an

undisclosed ownership stake in MDX Technology for an undisclosed sum. MDX

delivers a bi-directional data distribution and collaboration solution designed to

enhance the trading operations of all financial services, commodities and energy

firms.

2/8/16

PowerPlan (Atlanta, GA) agrees to acquire Riva Modeling Systems for an undisclosed

sum. Riva Modeling Systems provides asset management planning and asset

investment planning solutions used by utilities and the public sector. Riva will

strengthen PowerPlan’s ability to tie individual asset plans to their customers' overall

strategic goals, driving financial optimization.

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample

of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median

multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Data & Analytics – Financial Services

Public Market Data

MARCH 2016

Recent Activity

10x

12x

14x

16x

18x

3.0x

4.0x

5.0x

6.0x

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

120

160

200

240

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

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

DateAnnounced

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

2/25/16

Moody’s (NYSE:MCO) acquires a minority ownership stake in Finagraph for an

undisclosed sum. Finagraph provides automated financial data collection and

business intelligence solutions to small- and medium-sized businesses (SMBs). In

partnership with Finagraph, Moody’s expects to broaden its offering of credit risk

solutions covering SMBs.

2/8/16

(Among other investors)

Xignite (San Mateo, CA) raises $20.5mm in a Series C funding round led by Tokyo-

based QUICK Corporation and included existing investors StarVest Partners, Altos

Ventures and Startup Capital Ventures, bringing total funding to $37mm. Marlin &

Associates acted as exclusive strategic and financial advisor to Xignite. Click Here

to read our press release.

1/21/16

Pitchbook (Seattle, WA) raises $10mm in a Series B funding round led by existing

investor Morningstar. The funding round values the investment data provider at

$160mm post-money and brings total funding received since inception to $14mm.

Pitchbook has approximately 1,400 clients and added more than 700 in 2015 alone.

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Thomson Reuters 28,444 36,600 3.0x 3.1x 13.8x 11.3x (3%) (4%) 22% 28%

McGraw Hill Financial 24,418 27,511 5.2x 4.8x 12.4x 11.4x 5% 7% 42% 42%

Moody's 17,778 19,150 5.5x 5.3x 12.1x 11.6x 5% 4% 46% 46%

Experian 16,022 19,371 4.1x 4.3x 10.8x 12.5x (5%) (4%) 38% 35%

Equifax 12,659 13,800 5.2x 4.5x 15.1x 12.5x 9% 15% 34% 36%

Verisk Analytics 12,570 15,596 7.5x 6.7x 16.5x 14.2x 18% 13% 46% 47%

MSCI 7,305 8,107 7.5x 7.1x 16.8x 15.3x 8% 6% 45% 46%

FactSet Research Systems 6,330 6,427 6.2x 5.5x 17.3x 15.4x 10% 13% 36% 36%

CoStar Group 5,716 5,649 7.9x 6.7x 61.8x 24.9x 24% 18% 13% 27%

Dun & Bradstreet 3,487 4,957 3.0x 2.9x 11.6x 9.8x 3% 5% 26% 29%

Morningstar 3,485 3,244 4.1x 4.0x 12.7x 12.4x 4% 3% 32% 32%

FICO 3,228 3,756 4.4x 4.2x 19.3x 15.1x 7% 4% 23% 28%

CoreLogic 3,106 4,283 2.8x 2.3x 13.2x 9.0x 9% 21% 21% 26%

Trim Mean 10,273 11,692 5.1x 4.7x 14.6x 12.9x 7% 8% 33% 35%

Median 7,305 8,107 5.2x 4.5x 13.8x 12.5x 7% 6% 34% 35%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample

of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median

multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Insurance Technology

Public Market Data

MARCH 2016

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

Recent Activity

5x

10x

15x

20x

25x

0.0x

1.0x

2.0x

3.0x

4.0x

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

70

100

130

160

190

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

M&A Insurance Tech Index S&P 500

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Solera Holdings 3,771 6,518 5.4x 5.0x 15.2x 13.0x 10% 8% 36% 39%

Guidew ire Softw are 3,614 3,023 7.6x 7.0x nm 36.8x 7% 9% 5% 19%

Ebix 1,256 1,405 5.3x 5.0x 14.1x 12.8x 24% 6% 37% 39%

CorVel 824 797 1.6x nm 12.4x nm 1% na 13% na

Sapiens 584 521 2.8x 2.5x 15.3x 15.3x 18% 13% 18% 16%

msg life 100 79 0.7x 0.6x 8.7x 6.8x 4% 4% 8% 10%

Connecture 65 107 1.1x 0.9x 11.1x 6.5x 15% 18% 10% 15%

Trim Mean 1,276 1,171 3.2x 3.4x 13.2x 12.0x 11% 9% 17% 22%

Median 824 797 2.8x 3.7x 13.3x 12.9x 10% 9% 13% 18%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced

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

2/29/16

Vertafore (Bothell, WA) agrees to acquire Keal Technology for an undisclosed sum.

The acquisition represents an expansion into Canada for Vertafore. Keal will continue

to operate under its existing brand, in order to maintain recognition in the Canadian

market. The acquisition is anticipated to close by the end of March 2016.

2/16/16

MetroMile (San Francisco, CA) raises a round of funding from new investor Intact

Financial. MetroMile offers pay-per-mile auto insurance, and has previously raised

capital from VC funds including First Round Capital, Index Ventures, and New

Enterprise Associates.

2/1/16

Crump Life Insurance Services (Roseland, NJ) acquires The Life Insurance Center

(dba: Quick Life) for an undisclosed sum. Crump plans to combine Quick Life with its

InsureNOW Direct platform, augmenting the company’s solutions in the direct-to-

consumer space.

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample

of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median

multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Payment Technology

Public Market Data

MARCH 2016

[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

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

PayPal 48,278 44,867 4.9x 4.2x 23.0x 15.8x 15% 15% 21% 27%

FleetCor Technologies 12,697 15,110 8.9x 8.6x 17.9x 15.6x 42% 4% 50% 55%

Vantiv 10,559 13,744 8.2x 7.5x 19.3x 15.5x 19% 10% 43% 48%

Western Union 9,470 11,329 2.1x 2.1x 8.1x 8.3x (2%) (0%) 25% 25%

Total System Services 8,243 9,214 3.3x 3.1x 13.8x 10.1x 14% 6% 24% 31%

Global Payments 8,174 9,914 3.5x 4.5x 16.1x 14.6x 6% (23%) 22% 31%

Wirecard 4,964 4,137 4.9x 3.8x 16.7x 12.6x 23% 30% 29% 30%

Euronet Worldw ide 3,668 3,636 2.1x 1.9x 13.2x 10.5x 6% 10% 16% 18%

WEX 2,637 3,565 4.2x 4.1x 11.9x 11.4x 27% 2% 35% 36%

Blackhaw k Netw ork Holdings 1,954 1,410 0.8x 0.7x 8.7x 6.3x 25% 16% 9% 11%

EVERTEC 917 1,542 4.1x 4.1x 9.2x 8.4x 3% 1% 45% 48%

PayPoint 717 650 2.1x 2.0x 8.1x 7.7x 2% 4% 26% 26%

Cass Information Systems 579 353 2.9x nm 8.9x nm 1% na 33% na

SafeCharge 567 452 4.4x 3.7x 14.7x 11.8x 34% 19% 30% 31%

Moneygram International 345 1,307 0.9x 0.8x 9.2x 5.0x (1%) 8% 10% 17%

Trim Mean 5,011 5,847 3.7x 3.5x 12.9x 11.1x 13% 8% 28% 31%

Median 3,668 3,636 3.5x 3.7x 13.2x 11.0x 14% 7% 26% 30%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

6x

8x

10x

12x

14x

16x

18x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

80

100

120

140

160

180

200

220

240

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

2/29/16

Wirecard (XTRA:WDI) acquires Provus Service Provider from Innova Capital for EUR

32mm (~$35mm) in cash, valuing the company at an implied 8.0x 2016E EBITDA.

The acquisition will allow Wirecard to step up its expansion into Eastern Europe and

complements its existing European acquiring and issuing license.

2/23/16

RealPage (NASDAQ:RP) agrees to acquire NWP Services Corp for $68mm in cash,

valuing the company at an implied 1.2x LTM revenue and 11.3x LTM EBITDA. NWP

is a provider of cloud-based resident billing & electronic payments solutions.

RealPage expects to realize significant synergies from reduced back office costs.

1/26/16

TSYS (NYSE:TSS) agrees to acquire TransFirst from Vista Equity Partners for $2.4bn

in cash, valuing the company at an implied 13.8x adjusted EBITDA. TransFirst plus

TSYS Merchant will represent one third of TSYS’s pro forma revenue, and will

increase TSYS’s overall growth profile to a high-single digit revenue growth.

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample

of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median

multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Securities Exchanges

Public Market Data

MARCH 2016

Recent Activity

8x

9x

10x

11x

12x

13x

14x

15x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

EV

/ E

BIT

DA

EV

/ R

eve

nu

e

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

100

120

140

160

180

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

M&A Sec Exchanges Index S&P 500

DateAnnounced

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

1/24/16

(Australian and Japanese

Businesses)

J.C. Flowers & Co. (New York, NY) agrees to acquire Chi-X’s Australian and

Japanese businesses. The acquisition gives J.C. Flowers two exchanges that have

battled for more than four years to grab market share from dominant bourse

operators.

12/15/15

Maponya Developments (Umhlanga Rocks, South Africa) acquires a 15% stake in 4

Africa Exchange. The deal diversifies the group beyond its existing portfolio of assets

including retail, property and poultry.

11/24/15

Magyar Nemzeti Bank (Hungary) acquires an additional 68.8% stake in Budapest

Stock Exchange for HUF 13.2bn (~$45mm). The transaction is subject to the approval

of the Hungarian Competition Authority.

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

CME Group 31,309 31,785 9.6x 8.8x 14.3x 12.6x 7% 9% 67% 70%

IntercontinentalExchange (ICE) 27,618 34,337 10.3x 7.5x 16.2x 12.1x 8% 36% 64% 62%

Hong Kong Exchange 26,291 24,962 14.5x 15.2x 20.0x 22.5x 36% (5%) 73% 67%

Deutsche Börse Group 15,894 17,320 5.8x 6.2x 13.3x 11.2x 16% (8%) 43% 56%

London Stock Exchange (LSE) 14,273 16,021 7.4x 7.4x 15.2x 14.7x 11% (1%) 49% 51%

The Nasdaq OMX Group 10,855 12,811 6.8x 5.9x 11.7x 11.3x 13% 15% 58% 52%

Australian Exchange (ASX) 6,024 5,256 9.7x 9.7x 12.0x 12.7x 9% (0%) 81% 76%

Singapore Exchange (SGX) 5,631 5,107 8.6x 8.7x 16.0x 15.9x 18% (0%) 54% 54%

BM&F Bovespa 5,668 4,840 8.5x 8.1x 13.0x 12.3x 9% 5% 65% 66%

CBOE 5,213 5,099 8.0x 7.6x 13.9x 13.2x 3% 6% 58% 58%

TMX Group 1,676 2,285 4.0x 4.2x 8.0x 9.1x (4%) (4%) 50% 46%

Trim Mean 13,052 13,689 8.3x 7.8x 13.9x 12.9x 10% 3% 60% 60%

Median 10,855 12,811 8.5x 7.6x 13.9x 12.6x 9% (0%) 58% 58%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. These companies are a sample

of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median

multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Technology-Enabled Financial Institutions

Public Market Data

MARCH 2016

Recent Activity

6x

10x

14x

18x

22x

1.0x

2.0x

3.0x

4.0x

5.0x

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBT Multiples

Market Cap / LTM Revenue Market Cap / LTM EBT

60

100

140

180

220

Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

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

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin

(USD millions) Cap CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Charles Schw ab 33,862 5.4x 4.7x 15.4x nm 10% 5% 35% 35%

TD Ameritrade 15,752 4.9x 4.5x 12.3x 9.5x 11% 1% 41% 40%

E*TRADE 7,150 3.9x 3.6x 11.9x nm 12% 4% 29% 33%

MarketAxess 4,513 14.9x 13.2x 30.5x 23.9x 10% 16% 45% 49%

ICAP 4,021 2.2x 2.3x 11.0x 10.7x (10%) 5% 13% 20%

IG Group 3,988 6.5x 6.3x 16.1x 13.0x 2% 4% 47% 41%

LendingClub 3,386 7.9x 4.6x nm 24.6x 115% 104% na na

BGC Partners 2,569 1.0x 0.9x nm 4.6x 3% 43% na na

Interactive Brokers Group 2,268 1.7x 1.5x 5.0x 2.3x 5% 8% 42% 35%

Tullett Prebon 1,187 1.1x 1.1x 7.9x 6.7x (13%) 16% 10% 14%

Monex Group 757 1.7x 1.6x 12.1x 6.2x (15%) 16% 12% 14%

Investment Technology Group 624 1.0x 1.2x 5.1x nm 6% 14% 12% 19%

FXCM 608 2.9x 2.9x 15.9x 13.8x (6%) (54%) 6% 18%

BinckBank 482 2.3x 2.8x 11.4x nm (6%) 1% 18% 20%

On Deck Capital 464 2.6x 1.4x nm 37.4x 141% 99% na na

GAIN Capital 364 0.8x 0.8x 4.7x 3.7x 34% 22% 15% 17%

Trim Mean 3,412 3.2x 2.8x 11.3x 11.7x 12% 18% 25% 27%

Median 2,418 2.4x 2.6x 11.9x 10.1x 5% 11% 18% 20%

DateAnnounced

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

2/24/16OANDA (New York, NY) acquires all the foreign exchange trading accounts of IBFX

for an undisclosed sum. IBFX is known as TradeStation Forex. The announcement

comes shortly after IBFX announced its intent to exit the forex dealer business.

2/5/16

Market Maker Business

Citadel Securities (Chicago, IL) agrees to acquire the assets of the Market Maker

Business of KCG for an undisclosed sum. The transaction is expected to close in the

second quarter of 2016.

12/23/15BGC Partners (London, United Kingdom) agrees to acquire the remaining 33% stake

of GFI Group for $340mm in cash through a short-form merger. As part of

consideration, BGC Partners will pay $6.10 each for every share of GFI Group.

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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-Money

Laundering (AML) and Reference Data business information solutions. The

company leverages business information from more than 175 unique databases

in its workflow solutions to help clients more efficiently and consistently onboard

clients, screen clients, manage vendor risk, and front office business research.

By 2014 the company’s workflow applications were enabling approximately

300,000 end users at more than 200 financial institutions, professional service

firms and corporations. The company was founded in 1996 by its management

team and backed by several well-known investors.

Over the years, M&A advised the company several times as it contemplated

acquisitions and grew. And as it grew, the company garnered interest from

several potential suitors.

In early 2014, the company was approached by a large international technology firm proposing an acquisition. The

Board asked M&A to advise. However, after several rounds of discussion it became clear that the parties were far

apart on expected value.

In early 2015, Alacra was approached by Opus Global Holdings, LLC. led by industry veteran Doug Bergeron, and

backed by GTCR and more than $500 million in committed capital. They had acquired Hiperos in July 2014 and

believed the combination of Hiperos with Alacra would create an even stronger GRC competitor. While the Board

thought that the timing might be early, the Board again asked M&A to advise. On September 30, 2015, Alacra was

sold to Opus Global Holdings, LLC. The financial terms of the transaction were not disclosed.

Ove

rvie

w o

f T

ran

sa

ction

Marlin & Associates acted as the exclusive strategic and financial advisor to Alacra. M&A worked with the

company’s management, shareholders and legal advisors to negotiate terms, determine the best structure,

manage an efficient due diligence review process, resolve a series of critical issues, forge compromise and bring

the complex transaction to closure.

M&

A’s

Ro

le

Ba

ckg

rou

nd

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

MARCH 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 materials

that would seamlessly communicate Varden’s strengths, growth potential, strategy, execution plan, and financial

projections. Working with the company, M&A also leveraged its deep domain expertise in the global financial

technology arena to identify and qualify a select group of parties that could be appropriate partners. M&A then

worked to frame the company’s unique value proposition and manage a process that involved multiple potential

partners. M&A then spent the time with these parties to ensure that they fully understood the company.

After a review of its options, careful consideration, Varden agreed to negotiate with SS&C (Nasdaq: SSNC), a

global diversified provider of cloud-based services and software for the global financial services industry. The

strategic fit with SS&C was solid: Varden and SS&C were already their selling solutions together under a

collaborative partnership, SS&C’s sales force would have a ready-to-sell solution to combine with its offerings

including Advent. M&A advised the company through these negotiations providing guidance on matters such as

valuation, structure and key terms.

Ove

rvie

w o

f T

ran

sa

ction

M&A worked diligently on the deal to craft materials, initiate conversations, negotiate alternative offers with multiple

parties, and close the transaction swiftly and efficiently. M&A initiated the transaction and acted as exclusive

strategic and financial advisor to the shareholders and managers of Varden. Both sides believe that this acquisition

will enhance many of SS&C’s key solutions across their customer groups, particularly bolstering its offerings that

support reporting for asset managers. The combination also should accelerate Varden’s organic growth plan by

broadening its distribution.

M&

A’s

Ro

le

Varden Technologies, Inc., (“Varden”) based in Boston, MA, is an innovative

enterprise software development and consulting firm that is redefining the way

financial services firms communicate with their clients. Varden delivers a

configurable client reporting, communications, and portal platform for online,

mobile and printed distribution. The platform is used to transform large amounts

of data into simple, ready-to-serve packages which allow financial services

companies to provide their clients with access to statements, reports sales-

related collateral, interactive online content and more via secure browsers,

smartphones and tablets.

As Varden grew, both industry players and PE firms started inquiring about the

company, in March 2015, the company engaged Marlin & Associates to advise

on a potential sale of the company.

Ba

ckg

rou

nd

Boston, MA

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.

MARCH 2016

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Markit Group Acquires Information Mosaic

CASE STUDIES:

Information Mosaic Ltd. is a Dublin, Ireland based market-leading provider of enterprise

software for processing financial securities transactions on a global basis. The company

combines enterprise technology with deep domain expertise to help some of the world’s

largest global financial institutions reduce the risk and cost associated with high-volume

and complex securities processing; improve operational efficiency; and increase the

quality 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 as

customers some of the world’s largest financial services companies. Along the way, they

raised expansion capital from a number of sources including SEB (Skandinaviska

Enskilda Banken AB), the large Swedish financial group, which acquired majority control.

Marlin & Associates and the founder/CEO of Information Mosaic had an ongoing dialog

for at least six years, meeting periodically in the US and Dublin. In 2013, the founder

stepped down as CEO and left the company. SEB appointed an interim CEO. In 2014,

M&A met with the new management team. Shortly thereafter, the company engaged

Marlin & Associates as strategic and financial advisor to help the company develop

strategic options.

M&A began with a strategic perspective, leveraging the firm’s experience and in-depth knowledge of the capital

markets technology sector. Rather than launch an immediate sale process, M&A counseled patience as new

management worked on restructuring ownership, simplifying the capital structure and regaining sales momentum.

After nearly a year, M&A began guiding the company through an organized sale process that brought more than 10

potential suitors to the table in three countries.

On June 2, 2015, Information Mosaic and SEB agreed to sell the company to Markit Group Ltd, a leading

diversified provider of financial information services, based in London. With this strategic acquisition, Information

Mosaic was integrated into Markit’s Solutions division creating a combination with deep domain expertise, data and

technology assets to position Markit as a leading provider of end-to-end, multi-entity, multi-currency, multi-market

software for large complex financial organizations.

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Marlin & Associates acted as exclusive strategic and financial advisor to the company and secured multiple

alternatives for Information Mosaic’s shareholders to consider. M&A aided in the creation of materials to highlight

the company’s leading position in serving Tier 1 institutions and its potential to serve a critical role as the

securities-processing software of choice for industry utilities. M&A worked with the company’s shareholders and

tax advisors to determine the best structure under which to complete a transaction and played a critical part in

bringing the complex transaction to closure.

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Dublin, Ireland

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.

MARCH 2016

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Goldman Sachs Merchant Banking Division And Blackstone Acquire Ipreo

CASE STUDIES:

In early 2014, when M&A became aware that KKR was open to divesting Ipreo, M&A approached the Merchant

Banking Division of Goldman Sachs (“Goldman Sachs”), as M&A believed Goldman Sachs was uniquely

positioned to add value and help Ipreo grow. Subsequently, Goldman Sachs engaged M&A as an advisor to

pursue a potential acquisition of Ipreo.

The Merchant Banking Division of Goldman Sachs is one of the leading private equity investors in the world,

having invested and committed approximately $45 billion of equity capital in over 650 companies globally across its

corporate equity investing business.

On April 14, 2014, private equity funds managed by the Goldman Sachs Merchant Banking Division and

Blackstone (together, the “Sponsors”) signed a definitive agreement to acquire a majority stake in Ipreo from

affiliates of KKR, who retained a minority ownership stake in the business.

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 acquisition

opportunities enabled the firm to provide valuable support to the Sponsors throughout the deal process. M&A

conducted financial analysis, a review of Ipreo management’s business plan and financial forecasts, a competitive

benchmarking analysis, a market share analysis and aided in the identification of potential follow-on acquisition

opportunities. M&A is pleased to have advised the Sponsors on this very important transaction.

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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 market

intelligence, data, and technology solutions to all participants in the global capital

markets, including sell-side banks, publicly traded companies, and buy-side

institutions. Ipreo has more than 700 employees supporting clients in every

major financial center around the world. From new issuance through ongoing

investor management, Ipreo’s unique solutions drive connectivity and efficiency

throughout all stages of the capital-raising process.

Marlin & Associates was very familiar with Ipreo and the competitive landscape it

operates 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 on

several other firms which M&A advised. In May 2011, VSS announced the sale

of Ipreo to affiliates of Kohlberg Kravis Roberts & Co. L.P. (KKR).

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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

MARCH 2016

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

CASE STUDIES:

When the timing was right, M&A leveraged its extensive industry relationships with both industry players and

financial sponsors to communicate AIM’s strengths, and desires in an effort to identify the right partner for the

Company. While many firms expressed serious interest, in January 2015, AIM selected Welsh Carson, Anderson &

Stowe (“WCAS”) as its partner. The New York-based private equity firm was prepared to invest primary capital into

the business to accelerate the Company's high-growth expansion plans and also to provide liquidity to existing

shareholders. WCAS also brought considerable management and technical expertise to the partnership and were

willing to allow the existing shareholders to retain a significant amount of equity. M&A worked with management as

well as with the shareholder’s and investor’s legal, accounting and tax advisors to determine the best structure

under which to complete a transaction.

The capital invested by WCAS is being used to help the Company expand to new markets, increase its product

line, and expand the number of AIM technical and sales employees, as well as to increase the Company’s visibility

through marketing and public relations as the Company continued to expand globally. AIM also plans to utilize the

new capital for future acquisitions.Ove

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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&A

personnel worked with management to better position the Company’s new suite of products and strategic direction

including, its shift from customized software with license and maintenance pricing to a customer-focused product

sold-as-a-service (SaaS) with a subscription pricing. M&A advised on Key Performance Indicators to track and

helped prepare financial models showing financial and operating statistics. The strategy description, repositioning

and 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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Vienna, Austria

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.

MARCH 2016

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

www.MarlinLLC.com

INVESTMENT BANKING AND STRATEGIC ADVISORY TO

THE FINANCIAL TECHNOLOGY AND INFORMATION

SERVICES INDUSTRIES