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<p>May 2016 M A R K E T U P D A T E INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE TECHNOLOGY, INFORMATION AND HEALTHCARE INDUSTRIES www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved Toronto Washington, D.C. San Francisco New York The report that follows clearly indicates that the m&a market in the dozen+ information technology sectors that we follow and sometimes lead is strong. High demand often translates to high values. We recently advised on a sale at more than 30x EBITDA. With interest rates low, corporate cash high, the US bull market now firmly in its 9th year (significantly longer than average) and m&a values up substantially over the past few years, it is no surprise that many boards, CEOs and business owners are asking us: Is this the time to raise capital or sell? Maybe. If your company is growing and cash flow positive, your management team is having fun, and your investors are not in a rush – why sell? Your firm probably will be worth more in a year. Timing markets is not an exact science. But if you are seriously contemplating a liquidity event, this is not a bad environment to do so – as long as you are realistic about your own strengths and weaknesses and value expectations. I wrote a recent blog post on this subject which you can see HERE. In short, while the market remains strong, it is what I call cautiously optimistic – as opposed to irrationally exuberant. In fact, deal volume is down a bit from last year’s torrid pace. For many it’s about perceived risk. 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. DEAR CLIENTS AND FRIENDS, Don’t panic, we expect m&a values to remain strong for the next 12- 18 months… Sincerely, • XIO Group (London, United Kingdom) agreed to acquire J.D. Power and Associates from McGraw Hill Financial for $1.1bn; • EQT Partners (Stockholm, Sweden) agreed to acquire Sitecore at an implied enterprise value of $1.1bn; • Veritas Capital (New York, NY) agreed to acquire Verisk Health for $820mm; • Huatai Securities (SHSE:601688) agreed to acquire AssetMark for $780mm; • Oracle (NYSE:ORCL) agreed to acquire Textura for $680mm; • Experian plc (LSE:EXPN) acquired CSIdentity for $360mm; • Ally Financial (NYSE:ALLY) agreed to acquire TradeKing for $275mm; • CEB (NYSE:CEB) agreed to acquire Evanta for $275mm; • Human Longevity (San Diego, CA) raised $220mm in a Series B round led by Celgene, Illumina, and GE Ventures. Is it time to sell? Welcome to our May 2016 M&A Market Update Sellers de-risk. They trade the promise of the future for certainty now. Buyers and investors take on risk – giving up safety of cash, debt capacity or equity for the promise of what is to come. The more uncertainty they feel about the future of a target company, the lower the price they are willing to pay. Most still want to transact. They are aware that the world is changing rapidly, anxious not to be left behind, and often optimistic about the long-term opportunity. At the same time their optimism is tempered by the realities and risks that also are prevalent in the current market. Don’t panic, we expect m&a values to remain strong for the next 12-18 months – which is about as far as our crystal ball can see. Sellers who persist in wishful thinking in spite of the realities on the ground may have challenges, but those that have reached scale, are growing and have a realistic view of their firm’s strengths and weaknesses – and a realistic sense of value – will find a host of willing investors and buyers. We’re happy to help. Details of recent transactions are in the report that follows. Some of the more interesting ones include: Kenneth B. Marlin | Managing Partner Marlin & Associates | www.marlinllc.com Author | The Marine Corps Way to Win on Wall Street Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. 03 04 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 18 Sector Comparison Snapshot Sector Analyses Application Software B2B E-commerce & Marketing Technologies Banking Software & Processors Business Intelligence Software Capital Markets Software & Services Data & Analytics – Financial Services Healthcare Information Software Systems Information & Market Research Insurance Technology Payment Technology Securities Exchanges Security Software Technology-Enabled Financial Institutions Technology-Enabled Healthcare Services Merger-and-Acquisition Activity Trends MARLIN & ASSOCIATES MARKET UPDATE MAY 2016 02 Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. 03 SECTOR COMPARISON SNAPSHOT: CURRENT REVENUE & EBITDA MULTIPLES Enterprise Value / 2015 Revenue Enterprise Value / 2015 EBITDA MAY 2016 *Tech-enabled Financial Institutions multiples calculated using Market Cap / Revenue and Market Cap / EBT 0x 2x 4x 6x 8x 10x Insurance Technology Tech-enabled Healthcare Services Capital Markets Software & Services Tech-enabled Financial Institutions * Information & Market Research Business Intelligence Software Payment Technology Security Software Healthcare Info Software Banking Software & Processors B2B E-commerce & Marketing Technologies Application Software Data & Analytics - Financial Services Securities Exchanges 0x 5x 10x 15x 20x 25x 30x Tech-enabled Financial Institutions * Payment Technology Business Intelligence Software Security Software Insurance Technology Data & Analytics - Financial Services Securities Exchanges Tech-enabled Healthcare Services Information & Market Research Capital Markets Software & Services Application Software B2B E-commerce & Marketing Technologies Banking Software & Processors Healthcare Info Software Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. Application Software Public Market Data Recent Activity 04 MAY 2016 Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Revenue (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E Oracle 174,368 164,173 4.4x 4.4x 10.8x 9.6x (3%) (0%) 41% 46% SAP 97,190 103,697 4.4x 4.2x 16.0x 12.2x 18% 6% 27% 34% Intuit 27,446 28,357 6.3x 6.0x 21.8x 15.7x 6% 6% 29% 38% CA Technologies 13,005 12,755 3.2x 3.2x 10.4x 8.2x (7%) (0%) 31% 38% Amdocs 9,105 7,919 2.2x 2.1x 11.4x 22.1x 1% 3% 19% 9% Constellation Softw are 8,756 8,917 4.9x 4.2x 20.9x 16.5x 10% 15% 23% 26% NetSuite 5,366 5,285 7.1x 5.5x na 63.1x 33% 30% n/a 9% Manhattan Associates 4,219 4,090 7.4x 6.7x 24.2x 19.7x 13% 10% 30% 34% NICE Systems 3,984 3,559 3.8x 3.5x 15.9x 13.0x 6% 8% 24% 27% Softw are AG 3,068 3,085 3.1x 3.1x 10.5x 10.1x 2% 1% 30% 30% Paycom Softw are 2,057 2,032 9.0x 6.5x 48.3x 31.4x 49% 38% 19% 21% Zendesk 1,847 1,602 7.7x 5.4x na na 64% 42% n/a n/a Paylocity 1,629 1,550 8.3x 6.1x na 63.0x 47% 35% n/a 10% SciQuest 385 243 2.3x 2.2x 30.1x 10.3x 3% 5% 8% 21% Trim Mean 14,806 15,237 5.2x 4.5x 17.9x 20.3x 16% 13% 26% 26% Median 4,793 4,688 4.6x 4.3x 16.0x 15.7x 8% 7% 27% 27% Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/28/16 Oracle (NYSE:ORCL) agrees to acquire Textura for $680mm in cash. The transaction valued Textura at an implied enterprise value of $619mm or 6.7x LTM revenue. Textura provides collaboration and productivity tools for the construction industry. 3/22/16 Micro Focus International (LSE:MCRO) agrees to acquire Serena Software for $540mm in cash. Serena Software provides application lifecycle management IT solutions for the Global 2000 companies. 3/15/16 Couchbase (Mountain View, CA) raises $30mm in a Series F round from Sorenson Capital. Existing investors also participated in the transaction. Couchbase provides NoSQL databases to enterprises for Web and mobile applications. The company plans to use the proceeds to accelerate sales and expand technical support and engineering investments. 0x 10x 20x 30x 40x 2.0x 4.0x 6.0x 8.0x 10.0x May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples EV / LTM Revenue EV / LTM EBITDA 80 130 180 230 280 May-11 May-12 May-13 May-14 May-15 May-16 5 Year M&A Application Software Index vs. S&P 500, base = 100 M&A Application Software Index S&P 500 Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. B2B E-commerce & Marketing Technologies Public Market Data Recent Activity 05 MAY 2016 [1] Shopify (SHOP) added to the index as of IPO 5/21/15 10x 20x 30x 40x 50x 60x 3.0x 5.0x 7.0x 9.0x 11.0x 13.0x May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples[1] EV / LTM Revenue EV / LTM EBITDA 80 100 120 140 160 May-11 May-12 May-13 May-14 May-15 May-16 5 Year M&A eCommerce Index[1] vs. S&P 500, base = 100 M&A eCommerce Index S&P 500 Company Market Enterprise (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E Mercadolibre 5,515 5,442 8.3x 7.7x 30.5x 29.7x 17% 8% 27% 26% Shopify 2,408 2,218 10.8x 6.8x na na 95% 60% na na Demandw are 1,685 1,490 6.3x 4.9x na 55.3x 48% 28% na 9% HubSpot 1,520 1,416 7.8x 5.7x na na 57% 38% na na NeuStar 1,291 2,292 2.2x 1.9x 5.7x 4.1x 9% 17% 38% 46% Focus Technology 1,136 1,011 13.3x 6.6x nm na (3%) 100% 3% na Marketo 967 879 4.2x 3.2x na na 40% 30% na na ChannelAdvisor 329 273 2.7x 2.4x na nm 18% 12% na 2% Mediagrif Interactive 188 202 3.6x 3.5x 10.4x 8.2x 2% 2% 34% 42% QuinStreet 159 124 0.4x 0.4x na 6.3x 3% 17% na 6% Trim Mean 1,190 1,223 5.7x 4.4x 10.4x 14.7x 24% 26% 31% 21% Median 1,213 1,213 5.2x 4.2x 10.4x 8.2x 18% 23% 31% 17% EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/19/16 Private Investor(s) Insightly (San Francisco, CA) raises $25mm in a Series C round led by Scott Bommer, an individual investor. The round included participation from existing investors Emergence Capital Partners, Cloud Apps Management and Sozo Ventures. The company has raised a total of more than $40mm in funding to date. 4/1/16 EQT Partners (Stockholm, Sweden) agrees to acquire Sitecore at an implied enterprise value of $1.1bn or 5.0x LTM revenue. Sitecore develops customer experience management software for marketers worldwide. 3/30/16 Alternative Investment Partners Invoca (Santa Barbara, CA) raises $30mm in a Series D round led by Morgan Stanley Alternative Investment Partners. Invoca plans to use the proceeds to extend its leadership across sales, marketing, customer success and product development, with a focus on helping Fortune 500 marketers capitalize on the massive wave of mobile adoption, and to expand its operations. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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 & Processors Public Market Data 06 MAY 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 May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples[1] EV / LTM Revenue EV / LTM EBITDA 60 120 180 240 May-11 May-12 May-13 May-14 May-15 May-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 22,632 26,633 5.1x 4.8x 16.6x 13.8x 4% 6% 31% 35% FIS 21,517 32,208 4.9x 3.4x 19.1x 11.1x 3% 43% 26% 31% Jack Henry & Associates 6,464 6,509 5.0x 4.7x 14.3x 13.5x 6% 6% 35% 35% Oracle Financial Services 4,625 4,245 7.0x 6.0x 16.7x 13.7x 5% 16% 42% 44% Temenos 3,701 3,966 7.3x 6.5x 33.5x 17.1x 16% 12% 22% 38% Ellie Mae 2,598 2,527 10.0x 7.9x 52.6x 27.2x 57% 26% 19% 29% ACI Worldw ide 2,402 3,274 3.1x 3.3x 18.7x 12.6x 3% (4%) 17% 26% Bottomline Technologies 936 955 2.8x 2.6x 22.3x 12.4x 4% 8% 13% 21% Q2 Holdings 927 816 7.5x 5.6x nm nm 38% 34% na na Polaris Consulting & Services 299 264 0.9x 0.8x 7.5x 6.0x 0% 7% 12% 14% Sw ord Group 255 211 1.4x 1.1x 9.3x 7.4x 18% 20% 15% 15% Microgen 164 156 3.4x 3.2x 12.9x 12.4x 7% 7% 27% 26% Gresham Computing 95 88 4.2x 3.7x 30.9x 16.1x 16% 14% 14% 23% Trim Mean 3,990 4,505 4.7x 4.1x 19.4x 13.0x 11% 14% 22% 28% Median 2,402 2,527 4.9x 3.7x 17.7x 13.1x 6% 12% 20% 28% EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/22/16 Orange (ENXTPA:ORA) agrees to acquire a 65% stake in Groupama Banque from Groupama. The company will be renamed Orange Bank and plans to launch a mobile exclusive banking service in France in early 2017. 4/5/16 Ally Financial (NYSE:ALLY) agrees to acquire TradeKing for $275mm. The acquisition will add wealth management capabilities to Ally’s online banking franchise. The transaction is expected to be accretive beginning in 2018. 3/22/16 Open Lending (Austin, TX) raises $40mm in a round of funding from new investor Bregal Sagemount. Bregal secured a significant minority position in the transaction. Open Lending provides analytics, risk modeling, and decision support services for automotive lenders. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. Business Intelligence Software Public Market Data Recent Activity 07 MAY 2016 [1] Tableau Software (DATA) added to the index as of IPO 5/17/13, Hortonworks (HDP) added to the index as of IPO 12/12/14 8x 16x 24x 32x 40x 48x 56x 64x 2.0x 4.0x 6.0x 8.0x 10.0x May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples[1] EV / LTM Revenue EV / LTM EBITDA 70 100 130 160 190 May-11 May-12 May-13 May-14 May-15 May-16 5 Year M&A BI Index[1] vs. S&P 500, base = 100 M&A BI Index S&P 500 Company Market Enterprise (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E Splunk 6,838 5,829 8.7x 6.6x na nm 48% 32% na 7% Open Text 6,806 7,498 4.1x 4.0x 14.2x 11.1x (2%) 2% 29% 36% Tableau Softw are 3,785 2,989 4.6x 3.6x na 41.6x 58% 29% na 9% Qlik Technologies 2,892 2,522 4.1x 3.6x nm 33.2x 10% 14% 1% 11% Verint Systems 2,129 2,467 2.2x 2.2x 17.7x 9.0x 0% (0%) 12% 24% Microstrategy 2,058 1,522 2.9x 2.7x 10.3x 7.9x (9%) 5% 28% 34% Hortonw orks 529 434 3.6x 2.3x na na 165% 54% na na Trim Mean 3,534 3,066 3.8x 3.2x 14.2x 17.7x 23% 16% 20% 20% Median 2,892 2,522 4.1x 3.6x 14.2x 11.1x 10% 14% 20% 18% EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/14/16 Oracle Corporation (NYSE:ORCL) agrees to acquire Crosswise for $50mm. Founded in 2013, Crosswise provides an authoritative consumer device map to ad tech vendors, consumer brands, and premium publishers. The acquisition of Crosswise follows a string of Big Data buys for Oracle since it launched its data cloud in February 2015. Prior to acquisition, Crosswise had raised $5mm over two rounds. 3/24/16 Domo (American Fork, UT) raises $131mm in a Series D round led by existing investors BlackRock and Credit Suisse. The round valued the company at $2bn. In addition to the funding, Domo has also announced a new investment program that will seek to commit up to $50mm in capital to companies developing on their application cloud. 2/16/16 Zoomdata (Reston, VA) raises $25mm in a Series C round led by Goldman Sachs’ Merchant Banking Division. Zoomdata is a supplier of fast visual analytics for real-time streaming and historical data. Zoomdata has now raised a total of $47.2mm since its launch in 2012. Over the past year, the company added 35 new enterprise customers including Cisco, Deloitte and Markerstudy to its Fusion platform. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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 & Services Public Market Data Recent Activity 08 MAY 2016 Company Market Enterprise (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E Broadridge 7,283 7,748 2.8x 2.6x 13.0x 12.0x 7% 7% 21% 22% Markit 6,683 7,362 6.6x 6.1x 18.7x 14.3x 5% 8% 35% 43% SS&C Technologies 6,245 8,868 8.9x 5.9x 26.9x 14.0x 30% 50% 33% 42% Computershare 4,122 5,488 2.8x 2.9x 9.2x 10.7x (3%) (1%) 31% 27% DST 4,139 4,480 2.2x 2.1x 11.1x 9.8x (1%) 5% 20% 22% SimCorp 1,835 1,769 5.6x 5.3x 21.0x 22.3x 15% 4% 26% 24% IRESS 1,371 1,506 5.5x 4.9x 21.9x 16.1x 10% 11% 25% 31% Fidessa group 1,334 1,221 2.8x 2.7x 16.6x 10.3x 7% 4% 17% 26% Envestnet 1,339 1,595 3.8x 2.7x 31.5x 16.4x 21% 38% 12% 17% First Derivatives 646 661 4.3x 3.7x 22.1x 18.2x 35% 16% 19% 20% Linedata Services 335 355 1.8x 1.8x 7.2x 6.7x 9% 2% 25% 26% Cinnober 91 81 2.2x na 33.4x na 10% na 6% na StatPro Group 73 71 1.6x 1.4x 12.4x 10.3x (6%) 14% 13% 14% Brady 67 58 1.4x 1.3x nm 8.5x (12%) 11% 0% 15% Lombard Risk Management 43 39 1.1x 0.9x 11.4x 8.8x 5% 21% 10% 11% Trim Mean 2,175 2,492 3.3x 3.1x 18.0x 12.5x 8% 12% 20% 24% Median 1,339 1,506 2.8x 2.7x 17.7x 11.4x 7% 9% 20% 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 May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples EV / LTM Revenue EV / LTM EBITDA 80 100 120 140 160 180 May-11 May-12 May-13 May-14 May-15 May-16 5 Year M&A Capital Markets Index vs. S&P 500, base = 100 M&A Capital Markets Index S&P 500 Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/19/16 Bridgepoint Advisers (London, United Kingdom) and Summit Partners (Boston, MA) agree to acquire Calypso Technology for an undisclosed sum. Calypso offers an integrated suite of trading and risk management solutions used by more than 34,000 market professionals in more than 60 countries. 4/11/16 Huatai Securities (SHSE:601688) agrees to acquire AssetMark for $780mm, valuing the company at a reported13x EBITDA. AssetMark provides asset management software to investment managers, broker dealers and investors, which collectively manage more than $28bn on its platforms. 3/22/16 Edgewater Markets (New York, NY), a leader in electronic foreign exchange aggregation and distribution to institutional clients, raises $30mm in a funding round from FTV Capital. The company plans to use the capital to enhance its technology platform, grow the sales team and expand its global reach. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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 Services Public Market Data 09 MAY 2016 Recent Activity 10x 12x 14x 16x 18x 3.0x 4.0x 5.0x 6.0x May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples EV / LTM Revenue EV / LTM EBITDA 80 120 160 200 240 May-11 May-12 May-13 May-14 May-15 May-16 5 Year M&A Data & Analytics Financials Index vs. S&P 500, base = 100 M&A D&A Financial Index S&P 500 Company Market Enterprise (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E Thomson Reuters 30,554 39,109 3.2x 3.4x 15.1x 12.2x (3%) (7%) 21% 28% S&P Global 28,550 31,859 6.0x 5.6x 14.4x 13.3x 5% 6% 42% 42% Moody's 18,943 20,305 5.8x 5.7x 12.8x 12.8x 5% 1% 46% 45% Experian 17,603 20,952 4.5x 4.7x 11.7x 13.5x (5%) (4%) 38% 35% Equifax 14,526 17,544 6.6x 5.7x 19.2x 16.1x 9% 17% 34% 35% Verisk Analytics 13,303 16,149 7.8x 7.0x 17.1x 14.9x 18% 12% 46% 47% MSCI 7,594 8,729 8.1x 7.6x 18.1x 15.9x 8% 7% 45% 48% CoStar Group 6,389 6,277 8.8x 7.5x 68.7x 25.8x 24% 18% 13% 29% FactSet Research Systems 6,262 6,363 6.2x 5.5x 17.1x 15.2x 10% 12% 36% 36% Dun & Bradstreet 4,019 5,489 3.4x 3.2x 12.8x 10.8x 3% 5% 26% 29% Morningstar 3,586 3,435 4.4x 4.3x 13.5x 13.3x 4% 2% 32% 32% FICO 3,461 3,990 4.7x 4.5x 20.5x 19.1x 7% 4% 23% 24% CoreLogic 3,190 4,300 2.8x 2.3x 13.3x 9.0x 9% 22% 21% 26% Trim Mean 11,294 12,905 5.5x 5.2x 15.8x 14.3x 7% 7% 33% 35% Median 7,594 8,729 5.8x 5.5x 15.1x 13.5x 7% 6% 34% 35% EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/4/16 WM/Reuters FX Benchmark Business Thomson Reuters (TSX:TRI) acquires WM/Reuters FX benchmark rate calculation business of The World Markets Company (WM) from State Street Corporation. Thomson Reuters will own, administer and calculate the benchmark, which is used by financial professionals globally for portfolio valuation, performance measurement, index calculation, and as a price reference in financial contracts. 3/31/16 Morningstar (NASDAQ:MORN) acquires RequiSight (dba RightPond) for an undisclosed sum. RightPond provides business intelligence data and analytics on defined contribution and defined benefit plans for financial services firms. Morningstar plans to integrate RightPond into Morningstar Data and Morningstar DirectSM, the company’s cloud-based investment analysis platform for institutions and advisors. 3/21/16 Markit (NYSE:MRKT) agrees to merge with IHS implying an enterprise value of $6.2bn for Markit and valuing Markit at an implied 5.6x 2015 revenue and 12.4x 2015 EBITDA. Under the terms of the transaction, IHS shareholders will own ~57% and Markit shareholders will own ~43% of the combined company, to be renamed IHS Markit. See our blog post here. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. Healthcare Information Software Systems Public Market Data Recent Activity 10 MAY 2016 [1] Benefitfocus added to the index as of IPO 9/18/13, Veeva added on 10/16/13, and Imprivata added on 6/24/14 Company Market Enterprise (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E Cerner 19,531 19,623 4.5x 3.9x 16.3x 11.6x na 31% 14% 28% 34% athenahealth 5,203 5,401 5.8x 4.8x nm 23.0x na 23% 21% 7% 21% Veeva Systems 3,994 3,648 8.9x 7.1x 41.2x 25.3x na 31% 25% 22% 28% Inovalon 2,604 2,157 4.9x 4.2x 15.4x 12.0x na 21% 18% 32% 35% Allscripts 2,566 3,086 2.2x 2.1x 27.4x 11.1x na 1% 5% 8% 19% Medidata 2,459 2,389 6.1x 5.2x 59.6x 22.3x na 17% 17% 10% 23% CompuGroup Medical 1,757 2,107 3.3x 3.2x 19.8x 13.8x na 5% 4% 17% 23% HealthEquity 1,494 1,370 10.8x 7.9x 39.4x 23.9x na 44% 36% 27% 33% The Advisory Board 1,324 1,805 2.3x 2.2x 17.6x 9.5x na 34% 7% 13% 23% Benefitfocus 1,104 1,080 5.8x 4.6x nm na na 35% 26% na na Quality Systems 863 758 1.5x 1.5x 13.3x 8.1x na 3% 6% 12% 18% Computer Programs & Systems 573 538 3.0x 1.7x 16.2x 6.2x na(11%) 72% 18% 28% Imprivata 304 256 2.1x 1.8x nm na na 23% 16% na na Trim Mean 2,177 2,213 4.5x 3.7x 24.2x 15.0x 20% 17% 17% 26% Median 1,757 2,107 4.5x 3.9x 18.7x 12.0x 23% 17% 17% 23% EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin 10x 15x 20x 25x 30x 35x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples[1] EV / LTM Revenue EV / LTM EBITDA 50 100 150 200 May-11 May-12 May-13 May-14 May-15 May-16 5 Year M&A HISS Index[1] vs. S&P 500, base = 100 M&A HISS Index S&P 500 Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/4/16 Human Longevity (San Diego, CA) raises $220mm in a Series B round led by Celgene, Illumina GE Ventures and a number of other investors around the world. Human Longevity is leveraging technology to develop the largest database of whole genome, phenotype and clinical data related to aging, oncology and other therapeutic areas. Including this round, Human Longevity has raised approximately $300mm. 4/4/16 Medidata (NASDAQ:MDSO) acquires Intelemage for an undisclosed sum. Intelemage provides PACS administration, network management and software solutions and web services for the radiology and telecommunication industries. Since going public in 2009, this is the third acquisition for Medidata, which provides cloud-based drug development solutions to the life sciences industry. 4/4/16 Sunquest Information Systems (Tucson, AZ) acquires GeneInsight for an undisclosed sum. GeneInsight, backed by Partners Healthcare System, streamlines the analysis, interpretation and reporting of genetic tests. Sunquest, a subsidiary of Roper Technologies (NYSE:ROP), had previously entered into a partnership with Sunquest. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. Information & Market Research Public Market Data Recent Activity 11 MAY 2016 Company Market Enterprise (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E Reed Elsevier (RELX Group) 37,078 42,523 4.9x 4.5x 16.3x 12.9x 3% 9% 30% 35% Nielsen 19,209 26,647 4.3x 4.2x 17.8x 13.5x (2%) 4% 24% 31% Wolters Kluw er 11,366 13,417 2.8x 2.7x 10.5x 10.4x 15% 3% 26% 26% Pearson 9,457 8,972 1.4x 1.4x 8.7x 8.1x (2%) (1%) 16% 17% IHS 8,497 11,435 5.2x 4.9x 20.1x 14.5x 5% 8% 26% 34% Gartner 7,414 7,871 3.6x 3.3x 22.3x 17.3x 7% 12% 16% 19% Informa 6,146 7,445 4.2x 4.0x 13.6x 12.4x 7% 5% 31% 32% UBM 3,646 4,384 3.9x 3.8x 15.1x 13.3x 40% 3% 26% 28% Euromoney Institutional Investor 1,763 1,714 2.9x 3.0x 10.8x 11.1x (2%) (1%) 27% 27% comScore 1,160 1,046 2.8x 2.0x 28.2x 8.4x 12% 42% 10% 24% Forrester Research 609 508 1.6x 1.6x 15.7x 13.5x 1% 4% 10% 11% Trim Mean 7,629 9,215 3.4x 3.2x 15.8x 12.2x 5% 5% 22% 27% Median 7,414 7,871 3.6x 3.3x 15.7x 12.9x 5% 4% 26% 27% EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin 11x 13x 15x 17x 19x 2.0x 2.5x 3.0x 3.5x 4.0x May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples EV / LTM Revenue EV / LTM EBITDA 80 100 120 140 160 May-11 May-12 May-13 May-14 May-15 May-16 5 Year M&A Info & Mkt Research Index vs. S&P 500, base = 100 M&A Info & Mkt Research Index S&P 500 Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/15/16 XIO Group XIO Group (London, United Kingdom), a private equity firm, agrees to acquire J.D. Power and Associates from McGraw Hill Financial for $1.1bn in cash, valuing the company at an implied 3.1x LTM revenue. J.D. Power and Associates provides consumer surveys in more than a dozen industries, among other marketing information. 4/4/16 CEB (NYSE:CEB) agrees to acquire Evanta for $275mm, valuing the company at a reported 12x estimated 2016 EBITDA. Evanta fosters collaboration and the exchange of best practices among IT & Security, HR and Finance leaders through approximately 200 annual events, online and offline learning platforms and subscription information services. 4/1/16 Consortium A consortium led by John Royall, CEO of Gulf Publishing, and Russell Denson, a media investor, agrees to acquire Gulf Publishing Company and Petroleum Economist from Euromoney Institutional Investor for $18mm. The divestitures follow a recent Investor Day in which Euromoney presented its strategy which included seeking to sell assets that do not align with its strategy. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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 Technology Public Market Data Recent Activity 12 MAY 2016 [1] Connecture added to the index as of IPO 12/12/14 5x 10x 15x 20x 25x 0.0x 1.0x 2.0x 3.0x 4.0x May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples[1] EV / LTM Revenue EV / LTM EBITDA 70 100 130 160 190 May-11 May-12 May-13 May-14 May-15 May-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 Guidew ire Softw are 4,182 3,591 9.1x 8.3x nm 42.9x 7% 9% 5% 19% Ebix 1,633 1,781 6.7x 6.3x 18.2x 16.2x 24% 6% 37% 39% CorVel 897 871 1.8x nm 13.6x nm 1% na 13% na Sapiens 584 522 2.8x 2.5x 18.3x 15.3x 18% 13% 15% 16% msg life 113 87 0.7x 0.7x 9.0x 7.1x 6% 1% 8% 10% Connecture 53 96 1.0x 0.9x 16.6x 7.8x 13% 9% 6% 12% Trim Mean 807 817 3.1x 3.2x 16.1x 13.1x 11% 8% 10% 16% Median 740 696 2.3x 2.5x 16.6x 15.3x 10% 9% 10% 16% EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/26/16 Trov (Danville, CA) raises $26mm in a Series C round led by new investor Oak HC/FT partners. The round also included participation from new investors Guidewire Software and Suncorp Group, as well as returning investor Anthemis Group. The round will allow Trov to begin offering on-demand insurance for individual valuable items. Trov will launch the insurance service initially in Australia and the UK. 4/18/16 Apax Partners (London, United Kingdom) agrees to acquire a 60% stake in Duck Creek Technologies from Accenture. The new joint venture will be led by Duck Creek President Mike Jackowski and is expected to invest heavily in Duck Creek On- Demand, the company's SaaS offering. 4/11/16 Aquiline Capital Partners (New York, NY) and the management team of Simply Business agree to acquire Simply Business for an undisclosed sum in a management buyout from AnaCap Financial Partners. Simply Business is an online provider of insurance to small businesses in the UK. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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 Technology Public Market Data Recent Activity 13 MAY 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 Company Market Enterprise (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E PayPal 47,996 43,229 4.7x 4.1x 22.2x 15.3x 15% 15% 21% 27% FleetCor Technologies 14,594 17,007 10.0x 9.6x 20.1x 17.5x 42% 4% 50% 55% Vantiv 10,732 14,006 8.4x 7.7x 19.7x 15.8x 19% 10% 43% 48% Western Union 10,064 12,130 2.2x 2.2x 8.7x 8.9x (2%) (0%) 25% 25% Total System Services 9,404 10,406 3.7x 3.5x 15.6x 11.4x 14% 6% 24% 31% Global Payments 9,395 10,762 3.8x 4.9x 17.5x 15.8x 6% (23%) 22% 31% Wirecard 5,363 4,434 5.3x 4.1x 17.9x 13.6x 23% 30% 29% 30% Euronet Worldw ide 4,204 4,155 2.3x 2.1x 15.1x 12.0x 6% 10% 16% 18% WEX 3,671 4,360 5.1x 5.0x 14.6x 13.9x 27% 2% 35% 36% Blackhaw k Netw ork Holdings 1,791 2,126 1.2x 1.0x 13.2x 9.5x 25% 16% 9% 11% EVERTEC 1,023 1,647 4.4x 4.4x 9.8x 9.0x 3% 1% 45% 48% PayPoint 834 765 2.5x 2.4x 9.6x 9.0x 2% 4% 26% 26% Cass Information Systems 566 313 2.6x nm 7.9x nm 1% na 33% na SafeCharge 540 425 4.1x 3.5x 13.9x 11.1x 34% 19% 30% 31% Moneygram International 384 1,367 1.0x 0.9x 9.6x 5.2x (1%) 8% 10% 17% Trim Mean 5,552 6,430 3.9x 3.7x 14.3x 12.1x 13% 8% 28% 31% Median 4,204 4,360 3.8x 3.8x 14.6x 11.7x 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 May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples[1] EV / LTM Revenue EV / LTM EBITDA 75 100 125 150 175 200 225 May-11 May-12 May-13 May-14 May-15 May-16 5 Year M&A Payment Tech Index[1] vs. S&P 500, base = 100 M&A Payment Tech Index S&P 500 Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/28/16 Emerchants (Brisbane, Australia) agrees to acquire Store Financial for $35mm. Store Financial is one of the world’s largest processors and managers of payment card programs, such as gift and rewards cards. 4/11/16 Global Payments (NYSE:GPN) acquires eWay, an Australian payments gateway provider, for $50mm. eWay processed 5.8 billion transactions in the last year and represents about one-quarter of Australian online transactions. 4/7/16 RetailMeNot (NASDAQ:SALE) acquires Giftcard Zen for $22mm. Giftcard Zen operates a secondary marketplace for gift cards and enables consumers to buy or sell gift cards from merchants. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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 Exchanges Public Market Data 14 MAY 2016 Recent Activity 6x 9x 12x 15x 4.0x 8.0x 12.0x 16.0x May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples EV / LTM Revenue EV / LTM EBITDA 80 100 120 140 160 May-11 May-12 May-13 May-14 May-15 May-16 5 Year M&A Sec Exchanges Index vs. S&P 500, base = 100 M&A Sec Exchanges Index S&P 500 Company Market Enterprise (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E Hong Kong Exchange 31,123 29,795 18.0x 19.0x 25.2x 27.0x 31% (6%) 71% 70% CME Group 31,116 32,121 9.7x 9.0x 14.4x 12.9x 7% 8% 67% 69% IntercontinentalExchange (ICE) 28,564 35,283 10.6x 7.8x 16.6x 13.1x 8% 36% 64% 60% Deutsche Börse Group 15,411 17,687 5.6x 6.1x 13.7x 11.2x 16% (8%) 41% 54% London Stock Exchange (LSE) 13,937 15,590 7.2x 6.8x 17.6x 14.1x 15% 5% 41% 49% The Nasdaq OMX Group 10,392 12,367 6.5x 5.5x 11.3x 11.1x 13% 20% 58% 49% BM&F Bovespa 8,578 7,689 12.0x 11.1x 18.3x 16.9x 9% 8% 65% 66% Australian Exchange (ASX) 6,345 5,563 10.3x 9.9x 12.8x 12.9x 9% 4% 80% 76% Singapore Exchange (SGX) 5,988 5,415 8.8x 9.0x 16.3x 14.7x 18% (2%) 54% 61% CBOE 5,069 4,975 7.8x 7.7x 13.6x 13.3x 3% 2% 58% 58% TMX Group 2,227 2,870 4.7x 4.9x 9.4x 10.5x (4%) (4%) 50% 46% Trim Mean 13,933 14,578 8.7x 8.1x 15.0x 13.3x 11% 4% 59% 60% Median 10,392 12,367 8.8x 7.8x 14.4x 13.1x 9% 4% 58% 60% EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 3/16/16 Deutsche Börse (Eschborn, Germany) and the London Stock Exchange (London, United Kingdom) have agreed to merge in an all-stock deal for $30bn. The transaction would unite two of the biggest European exchange operators and would create one better able to compete globally for stock listings, as a provider of clearing services and as a purveyor of market data. 3/9/16 Nasdaq (NASDAQ:NDAQ) agrees to acquire the International Securities Exchange (ISE) for $1.1bn from Deutsche Börse. ISE’s exchanges represent more than 15% of all trading in United States stock options. The acquisition will help Nasdaq bolster its presence in a fiercely competitive industry that has been growing faster than the traditional equity exchange business. 1/24/16 (Australian and Japanese Businesses) J.C. Flowers & Co. (New York, NY) acquires 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. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. Security Software Public Market Data Recent Activity 15 MAY 2016 16x 20x 24x 28x 32x 36x 40x 3.0x 4.0x 5.0x 6.0x 7.0x 8.0x May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples EV / LTM Revenue EV / LTM EBITDA 80 120 160 200 240 280 May-11 May-12 May-13 May-14 May-15 May-16 5 Year M&A Security Index vs. S&P 500, base = 100 M&A Security Index S&P 500 Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Revenue (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E Check Point Softw are 14,667 13,296 8.2x 8.2x 16.4x 16.4x 9% 9% 50% 50% Palo Alto Netw orks 13,065 12,598 11.0x 8.0x na 34.9x 56% 36% na 23% Qihoo 360 Technology 11,924 11,697 6.5x 4.3x 30.7x 17.4x 30% 52% 21% 25% Symantec 11,169 10,640 1.7x 3.0x 5.5x 9.1x 32% (43%) 32% 33% F5 Netw orks 7,102 6,327 3.3x 3.1x 10.6x 8.1x 9% 3% 31% 39% Fortinet 5,583 4,631 4.6x 3.6x nm 20.2x 31% 26% 6% 18% FireEye 2,709 2,243 3.6x 2.7x na na 46% 33% na na Proofpoint 2,394 2,335 8.8x 6.6x na nm 36% 33% na 5% Imperva 1,459 1,194 5.1x 3.9x na nm 43% 30% na 4% CyberArk 1,459 1,221 7.6x 5.9x 34.8x 27.1x 56% 29% 22% 22% AVG Technologies 1,026 1,138 2.7x 2.6x 8.8x 6.9x 14% 4% 30% 37% Barracuda Netw orks 936 785 2.5x 2.3x nm 13.2x 16% 9% 1% 18% VASCO Data Security 689 564 2.3x 2.7x 10.3x 16.7x 20% (12%) 23% 16% Radw are 480 280 1.3x 1.3x 9.1x 12.2x (2%) (1%) 14% 11% Axw ay Softw are 464 423 1.3x 1.2x 8.9x 7.8x 9% 8% 14% 15% mimecast 338 240 1.8x 1.5x 17.5x 26.7x na 16% 10% 6% Absolute Softw are 220 188 2.0x 2.1x 11.2x 14.6x (1%) (2%) 18% 14% Zix 211 184 3.4x 3.1x 18.3x 11.4x 9% 9% 18% 27% Trim Mean 3,814 3,532 4.1x 3.5x 14.2x 15.4x 24% 14% 20% 20% Median 1,459 1,208 nm3.3x 3.0x 10.9x 14.6x 20% 9% 20% 18% Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/21/16 Forter (Tel Aviv, Israel) raises $32mm in Series C round led by Scale Venture Partners and including existing investors New Enterprise Associates and Sequoia Capital Israel. Forter offers real-time decision technology that stops fraudulent shoppers at the moment of checkout. 4/21/16 Anomali (Redwood City, CA) raises $30mm in Series C round led by Institutional Venture Partners and included returning investors General Catalyst Partners, Paladin Capital Group and GV. Anomali delivers early detection and identification of network threats by correlating millions of threat indicators against real time activity logs. 4/9/16 Experian plc (LSE:EXPN) acquires CSIdentity for $360mm. Founded in 2006 and headquartered in Austin, Texas, CSID is a market leading provider of enterprise level identity theft protection technology solutions to businesses and government agencies. Investcorp initially invested in CSID in December 2009 and was the majority owner of the company prior to the sale to Experian. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. Technology-Enabled Financial Institutions Public Market Data 16 MAY 2016 Recent Activity 6x 10x 14x 18x 22x 1.0x 2.0x 3.0x 4.0x 5.0x May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBT Multiples Market Cap / LTM Revenue Market Cap / LTM EBT 60 100 140 180 May-11 May-12 May-13 May-14 May-15 May-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 37,785 6.0x 5.1x 17.1x 11.8x 10% 5% 35% 35% TD Ameritrade 15,959 5.0x 4.7x 12.5x 10.2x 11% 1% 41% 40% E*TRADE 7,219 3.9x 3.8x 12.0x 8.4x 12% 4% 29% 33% MarketAxess 4,624 15.3x 13.2x 31.3x 23.8x 10% 16% 45% 49% ICAP 4,470 2.4x 2.6x 11.8x 11.7x (10%) 5% 13% 20% IG Group 4,098 6.5x 6.1x 15.9x 12.7x 2% 4% 47% 41% BGC Partners 3,948 1.6x 1.4x nm 6.9x 3% 43% na na LendingClub 3,100 7.2x 4.7x nm 27.6x 115% 104% na na Interactive Brokers Group 2,480 1.8x 1.5x 4.2x 2.2x 5% 13% 42% 43% Tullett Prebon 1,193 1.1x 1.0x 8.9x 7.9x (13%) 13% 13% 12% Monex Group 758 1.6x 1.6x 11.6x nm (15%) 16% 12% 14% Investment Technology Group 646 1.0x 1.3x 5.3x 11.7x 6% 14% 12% 19% On Deck Capital 607 3.4x 2.1x nm nm 141% 99% na na FXCM 592 2.7x 2.7x 13.9x 12.1x (4%) (36%) 6% 19% BinckBank 396 1.8x 2.2x 8.8x nm (6%) 1% 19% 20% GAIN Capital 336 0.8x 0.8x 8.2x 3.9x 34% 17% 15% 10% Trim Mean 3,578 3.3x 2.9x 11.5x 11.0x 12% 18% 25% 27% Median 2,790 2.5x 2.4x 11.8x 11.7x 5% 13% 19% 20% Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/20/16 Various Investors OnDeck (NYSE:ONDK) offers $212mm of 4.21% Class A Asset-Backed Notes due May 31, 2020 and $39mm of 7.63% Class B Asset-Backed Notes due May 31, 2020. The proceeds will be used to purchase a revolving pool of small business loans from the company 4/12/16 Affirm (San Francisco, CA) raises $100mm in a Series D round led by Founders Fund at a $700mm pre-money valuation. The transaction also included participation from existing investors Lightspeed Venture Partners, Spark Capital, Khosla Ventures, SVB and Andreessen Horowitz. 3/29/16 State Street Global Advisors (Boston, MA) agrees to acquire GE Asset Management from GE for $485mm. The transaction is expected to increase State Street’s AUM by approximately $100bn and to be accretive in the twelve months post-closing. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. Technology-Enabled Healthcare Services Public Market Data 17 MAY 2016 Recent Activity Company Market Enterprise (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E McKesson 38,431 44,035 0.2x 0.2x 10.3x 8.6x 10% 5% 2% 3% WebMD 3,283 3,382 5.3x 4.9x 23.1x 15.1x 10% 10% 23% 32% Press Ganey 1,624 1,754 5.5x 5.0x 61.8x 13.3x 13% 10% 9% 37% HMS Holdings 1,427 1,481 3.1x 3.0x 16.4x 12.3x 7% 3% 19% 25% Emis 866 884 3.9x 3.6x 14.9x 11.0x 13% 8% 26% 33% HealthStream 723 573 2.7x 2.5x 22.6x 15.2x 22% 10% 12% 16% Evolent Health 722 852 8.8x 3.9x nm n/a na na 123% na n/a MINDBODY 537 461 4.6x 3.4x nm n/a 45% 33% na n/a Teladoc 470 377 4.9x 3.1x nm n/a 78% 56% na n/a Healthw ays 421 648 0.8x 0.9x 19.6x 8.0x 4% (1%) 4% 11% Castlight Health 347 226 3.0x 2.2x nm n/a 65% 33% na n/a Vocera Communication 309 190 1.8x 1.6x nm n/a 9% 11% na 1% Accretive Health 235 112 1.0x 0.3x nm 4.3x (44%) 196% na 8% Everyday Health 190 273 1.2x 1.1x 11.3x 6.1x 26% 11% 10% 17% Cranew are 171 126 2.7x 2.4x 8.9x 7.5x 8% 15% 30% 31% Trim Mean 1,147 1,138 3.1x 2.5x 16.9x 10.3x 19% 25% 15% 19% Median 629 611 3.0x 2.5x 16.4x 9.8x 12% 11% 12% 17% EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin 8x 12x 16x 20x 1.0x 2.0x 3.0x 4.0x 5.0x May-11 May-12 May-13 May-14 May-15 May-16 E V / E B IT D A E V / R e v e n u e 5 Year LTM Revenue & EBITDA Multiples[1] EV / LTM Revenue EV / LTM EBITDA 60 100 140 180 May-11 May-12 May-13 May-14 May-15 May-16 5 Year M&A Tech-Enabled HCS Sector Index[1] vs. S&P 500, base = 100 M&A Tech-Enabled HCS Index S&P 500 Date Announced Acquirer(s) / Investor(s) Target / Issuer Description 4/25/16 Veritas Capital (New York, NY) agrees to acquire Verisk Health for $820mm. Verisk Health, a subsidiary of Verisk Analytics (Nasdaq:VRSK), provides data and analytics solutions in the payments, population health and quality space. Verisk Health has over 350 clients across the United States including health plans, providers employers and other risk bearing entities. 4/15/16 naviHealth agrees to acquire Curaspan for an undisclosed sum. This is the second acquisition for naviHealth since it was acquired by Cardinal Health (NYSE:CAH) in August 2015 for nearly $300mm. Curaspan provides care transition services; over 20% of all U.S. hospital discharges use the company’s platform to assist in transitioning patients to post-acute environments. 4/8/16 Midmark Corporation (Dayton, OH) agrees to acquire Versus Technology for an undisclosed sum. Midmark, founded in 1915, is one of the oldest privately-held companies involved in the manufacturing of medical, dental and veterinary equipment. Versus, which is traded on the Pink Sheets, offers real-time location systems used for patient, bed and asset tracking within a hospital. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. 18 MERGER AND ACQUISITION TRANSACTIONS Software and Services Transaction Activity Software and Services Transaction Multiples MAY 2016 0.0 5.0 10.0 15.0 20.0 25.0 0 50 100 150 200 250 300 350 400 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2014 2015 2016 A g g re g a te V a lu e ( $ b n ) N u m b e r o f T ra n s a c ti o n s Number of Transactions Aggregate Value 0x 0.5x 1x 1.5x 2x 2.5x 3x 3.5x 0x 2x 4x 6x 8x 10x 12x 14x 16x 18x Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2014 2015 2016 E V / R e v e n u e E V / E B IT D A EV / EBITDA EV / Revenue Note: Not a complete list CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR IMPORTANT STRATEGIC MOVES 19 MAY 2016 has invested in Marlin & Associates acted as strategic and financial advisor to Aquiline Capital Partners. Dublin, Ireland New York, NY has been acquired by Marlin & Associates acted as exclusive strategic and financial advisor to Varden Technologies Inc. Windsor, CT Boston, MA has been acquired by Marlin & Associates acted as exclusive strategic and financial advisor to Alacra, Inc. Pa lo A lto, CA New York, NY rece ived an investment from Marlin & Associates acted as exclusive strategic and financial advisor to Trunomi. Campbell, CA Brentwood, TN a portfolio company of Marlin & Associates acted as strategic and financial advisor to Agilum Healthcare Intelligence. has been acquired by San Mateo, CA Marlin & Associates acted as exclusive strategic and financial advisor to Xignite. received a strategic investment from Tokyo, Japan 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, 2015, 2016)* • 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, 2016) PEERS AND INDUSTRY GROUPS RECOGNIZE MARLIN & ASSOCIATES MAY 2016 “ ” Marlin & Associates has been recognized over 40 times by leaders in the M&A world. Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/30/14. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above MARLIN & ASSOCIATES SENIOR TEAM 21 Ken Marlin Jason Panzer Michael Maxworthy Paul Friday Afsaneh Naimollah Tom Selby Jonathan Kaufman George Beckerman Founder and Managing Partner of M&A • Named to II’s tech 50 three times • 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 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 • 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 • 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 • 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 • 16+ years of M&A experience • VP of Business Development at • SunGard • Founder of software company sold to SunGard • Started career designing trading software for TD Bank • BaSC, Engineering from University of Toronto • 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 Dealer’s Digest 40-Under-40 • 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 Financial’s legal research business • National Defense Education Fellow at New York University’s Graduate School of Public Administration Jeffrey Trongone • 10+ years on Wall Street • Named a winner of M&A Advisor’s Emerging Leaders Award • Previously at Scotia Capital's Equity Research • Previously at Bear Stearns • Previously at J.P. Morgan • BSBA from Villanova University • CFA Charterholder Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/29/16. 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 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. New York | San Francisco | Washington, D.C. | Toronto www.MarlinLLC.com 22 </p>
