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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

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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

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