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Investment banking services are provided by Harris Williams LLC and Solebury Capital LLC, registered broker-dealers and members of FINRA and SIPC, and Harris Williams & Co. Ltd, which is private limited company incorporated under English lawwith its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the FinancialConduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

www.harriswilliams.com

FINANCIAL TECHNOLOGY SECTOR REVIEWTECHNOLOGY, MEDIA & TELECOM GROUP │ Q4 2016

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FINANCIAL TECHNOLOGY SECTOR REVIEW

TECHNOLOGY, MEDIA & TELECOM GROUP │ Q4 2016

1

Financial Technology

Healthcare IT

Human Capital Management

HARRIS WILLIAMS & CO. OVERVIEW

KEY CONTACTS

FINTECH

Tyler Dewing Director [email protected] +1 (617) 654-2133

UNITED STATES

Jeff Bistrong Managing Director [email protected] +1 (617) 654-2102

Mike Wilkins Managing Director [email protected] +1 (415) 217-3411

Sam Hendler Managing Director [email protected] +1 (617) 654-2117

Erik Szyndlar Director [email protected] +1 (415) 217-3418

EUROPE

Thierry MonjauzeManaging Director [email protected] +44 (0) 20 7518 8901

Jonathan OrganDirector [email protected] +44 (0) 20 7518 8909

www.harriswilliams.comwww.harriswilliams.com

HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM

SOFTWARE / SAAS

Enterprise Software

Data and Analytics

Infrastructure and Security Software

IT and Tech-enabled Services

Data Center and Managed Services

INTERNET & DIGITAL MEDIA

AdTech and Marketing Solutions

Consumer Internet

Digital Media and Content

eCommerce

Mobile

HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS

Education Technology

Energy, Power, and Infrastructure

Public Sector and Non-Profit

Supply Chain, Transportation, and Logistics

TMT VERTICAL FOCUS AREAS

Over 125 transactions closed in the past 24 months

Approximately 250 professionals across seven offices in the U.S. and Europe

Strategic relationships in India and China

10 industry groups

KEY FACTS

HW&Co. OfficeNetwork Office

Manufacturing

Professional Services

SELECT RECENT HW&CO. TMT TRANSACTIONS

has been recapitalized by

has been acquired by has been acquired by

Baarsma B2C trades as:

has been acquired byhas been acquired by has been acquired byhas been acquired byhas been

recapitalized byhas acquired

has received a majority investment from


has been acquired by

http://www.harriswilliams.com/


http://www.leisurepassgroup.com/


PAGE | 2



HW&CO. FINANCIAL TECHNOLOGY (FINTECH) TAXONOMY

HW&Co.’s fintech practice is focused on companies with software and technology core to their value proposition and market position.

SELECT HW&CO. FINANCIAL TECHNOLOGY TRANSACTIONS

ENTERPRISE & COMMERCIAL INSTITUTIONAL

SELECT MARKET PARTICIPANTS SELECT MARKET PARTICIPANTS SELECT MARKET PARTICIPANTS

KEY FOCUS AREAS

PAYMENTS

B2B TRANSACTIONS

FINANCIAL SOFTWARE

Solutions focused on supporting B2B payments and financial activity, and serving the financial needs

of enterprises of all sizes

KEY FOCUS AREAS

PEER TO PEER

PERSONAL FINANCE

Solutions focused on delivering improved financial and payment experiences, personal wealth

management, and access to consumer loans

Solutions focused on serving the specific operational and compliance needs of banks, insurance companies, and asset managers

KEY FOCUS AREAS

BANKING

INSURANCE

ASSET MANAGEMENT

TRADING

CONSUMER

Integrated payments

and member

management solutions

for faith-based and

non-profit organizations

has received a majority

investment from

Property valuation, tax

assessment, revenue,

billing, and document

management software

solutions

has been

acquired by

Data-driven marketing

and analytics tools to

the automotive industryhas been

acquired by

Payment and royalty


for the entertainment

industry

has been

acquired by

SaaS solutions that

manage the process of

claim to payment for

physicians

has been

acquired by

SaaS solutions that

enable grants, giving,

and financial

management for the

non-profit community

has been

acquired by

SaaS-based employee

benefits

management

technology provider

has been

acquired by

Integrated payments

and member


for faith-based and

non-profit organizations

has been

recapitalized by

Cost containment and

cost recovery services

for the energy and

power market

has been

acquired by

Integrated SaaS and

payment solutions for

health clubs and fitness

centers

has been

recapitalized by

Mobile-based provider

of pre-paid sightseeing

city passes, museum-

entry passes, and

related services

has been

acquired by

Patient financial

lifecycle solutions and

data for the healthcare

industry

has been

acquired by

Tax preparation,

compliance,

accounting, billing, and

practice management

software solutions

has been

acquired by

Supply chain software

and an EDI payment

network for SMBshas been

acquired by

Medical claims

management and

payment processing

softwarehas acquired



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RISK

MGMT

UNDER-

WRITING

CORE

SYSTEMS

HARRIS WILLIAMS & CO. FINTECH ECOSYSTEM

P2P

PAYMENTS

ACQUIRER / PROCESSOR

PAYMENT

NETWORK

P2P LENDING

CREDIT

MONITORING

Form of Payment

Goods / Services

MOBILE

WALLETC

ap

ture

Pa

ym

en

t In

form

atio

nSe

ttle

me

nt

ACCOUNTINGMARKETPLACE

LENDING

B2B

PAYMENTS

GLOBAL

REMITTANCE

SUPPLY CHAIN

&

PROCUREMENT

SUBSCRIPTION

BILLING

CROWD

FUNDING

Authorization

Tran

sac

tion

Da

ta

Routeto Network

CORE

SYSTEMSLENDING BANK

INSURANCE

COMPLIANCE

TRADING

UNDER-

WRITING

ASSET

MANAGEMENT

& TRADING

WEALTH

MGMT

HR, PAYROLL,

& BENEFITS

CONSUMER

Au

the

ntic

atio

n

PERSONAL

FINANCIAL

MGMT

DA

TA&

AN

ALY

TICS

DIS

TRIB

UTE

DLED

GER

TEC

HN

OLO

GY

COMMERCIAL

BUSINESS

Note: Dotted lines represent the typical flow of payment transactions.

CONSUMER PLATFORMS

Solutions focused on supporting B2B payments and financial activity, and serving the financial needs of enterprises of all sizes

ENTERPRISE & COMMERCIAL PLATFORMS

Solutions focused on delivering improved financial and payment experiences, personal wealth

management, and access to consumer loans

INSTITUTIONAL PLATFORMS

Solutions focused on serving the specific operational and compliance needs of

banks, insurance companies, and asset managers

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4

CASE STUDY: MINISTRY BRANDS

HW&CO. DEAL CONTACTS

Ministry Brands is the leading provider of an end-to-endSaaS-based technology platform to member-centricorganizations, including faith-based organizations and K-12private education institutions, serving over 60,000customers.

Ministry has demonstrated that integrating paymentplatforms with membership management software (CRM,ERP) can create a true differentiator in the marketplaceand result in significant synergies and growth opportunities.

With the recapitalization from Insight, and havingcompleted over 35 acquisitions historically, Ministry ispositioned as the largest and most active consolidator inthe membership management software and paymentssector.

HW&Co.’s TMT Group advised Genstar Capital and Providence Strategic Growth on the majorityinvestment in Ministry Brands by Insight Venture Partners.

a portfolio company of

and


Date Closed:

12/2/2016

Relevant Sectors:

SaaS

Fintech / Payments

Membership Management

Ministry represents a key client relationship, with HW&Co. advising on the successful recapitalization of the company by Genstar Capital in 2015 before advising on the majority investment from Insight Venture Partners.

KEY RELATIONSHIP

Enterprise Software

Jeff BistrongManaging Director

[email protected]

Office: (617) 654-2102

Tyler DewingDirector

[email protected]

Office: (617) 654-2133

Priyanka NaithaniVice President

[email protected]

Office: (617) 654-2115

Mike WilkinsManaging Director

[email protected]

Office: (415) 217-3411

Scott ReinigVice President

[email protected]

Office: (617) 654-2113

recapitalized bymajority investment

from

ENTERPRISE & COMMERCIAL

mailto:[email protected]





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7.3x 18.6x

Enterprise Value /

2016 Revenue 2016 EBITDA

0.0x

10.0x

20.0x

30.0x

40.0x

0.0x

5.0x

10.0x

15.0x

20.0x

0.0x

2.5x

5.0x

7.5x

10.0x

0.0x

5.0x

10.0x

15.0x

20.0x

0.0x

5.0x

10.0x

15.0x

20.0x

Payroll & Benefits

Valuations

Observations

ENTERPRISE & COMMERCIAL MARKET OBSERVATIONS

Payment Networks Payment Processing B2B Transactions

Valuations

Observations

Valuations

Observations

Valuations

Observations

Data & Compliance

Valuations

Observations

TEV / LTM Revenue TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM EBITDA

Transaction Spotlight

In The NewsIn The News In The News In The News In The News

November 11, 2016

Enterprise Value: $425M

Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight

December 1, 2016

Enterprise Value: NA

November 7, 2016


October 10, 2016


November 1, 2016


Enterprise Value /


Enterprise Value /


Enterprise Value /


Enterprise Value /


3.4x 13.4x 6.1x 27.6x2.9x 13.6x 5.2x 13.9x

Payroll and benefits continue to

grow as disparate, people-based

solutions are migrating towards

integrated cloud-based offerings.

Companies are increasingly

focused on broadening offerings,

including moving into adjacent

human capital management

solutions.

Networks continue to benefit

from secular shifts contributing to

growing non-cash transaction

volumes.

Incumbents pursuing partnerships

and acquisitions to expand in

new markets with emphasis on

mobile and e-commerce.

Focus on enhanced security while

maintaining convenience.

Experiencing strong growth as

electronic payments continue to

account for a larger percent of

transactions.

Companies are seeking to

develop fully integrated multi-

channel offerings, including

Payment as a Service solutions,

that can be vertically integrated

into large end markets.

B2B payment platforms continue

to proliferate as electronic

payment volume and global

remittance increases.

Companies continue to shift

invoicing, billing, RCM, and

supply chain management and

procurement functions online,

giving rise to a number of new

solutions and platforms with

increasing integration.

Data and analytics companies

are gaining prominence as more

companies are seeking solutions

to improve decision making and

manage risk.

Companies are developing

solutions that incorporate data,

but continue to face challenges

around effectively accessing and

interpreting expanding data sets.

Good News for Visa and MasterCard,

as Card Spending GrowsPayment Predictions for 2017 Financial Firms Turn to Artificial

Intelligence to Handle Compliance

Overload

Zenefits, a Rocket that fell to Earth,

Tries to Launch Again

Mobile Devices Gain Steam Among

B2B Buyers

Health Benefits Services Business

Key Public CompsKey Public Comps Key Public Comps Key Public Comps Key Public Comps

http://www.barrons.com/articles/good-news-for-visa-and-mastercard-as-card-spending-grows-1478628528


http://www.pymnts.com/news/b2b-payments/2016/b2b-payments-predictions-2017-payoneer-ftv-capital-ncr-ingo-money/

http://blogs.wsj.com/riskandcompliance/2016/05/19/financial-firms-turn-to-artificial-intelligence-to-handle-compliance-overload/

http://www.nytimes.com/2016/10/13/technology/zenefits-a-rocket-that-fell-to-earth-tries-to-launch-again.html

https://www.nytimes.com/2016/10/13/technology/zenefits-a-rocket-that-fell-to-earth-tries-to-launch-again.html?_r=1

http://www.pymnts.com/news/b2b-payments/2017/mobile-procurement-b2b-ecommerce-emarketer-enterprise-mobility-corporate-buyer/

PAGE | 6



Observations Observations Observations Observations Observations

INSTITUTIONAL AND CONSUMER MARKET OBSERVATIONS

Banking Insurance AMT P2P Transfers Marketplace Lending

Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight

In The News In The NewsIn The News In The News In The News

December 12, 2016


December 19, 2016


October 24, 2016

Enterprise Value: $1,300M

December 13, 2016


October 18, 2016


1.6x4.0x 14.5x

0.0x

1.0x

2.0x

3.0x

0.0x

2.5x

5.0x

7.5x

10.0x

0.0x

5.0x

10.0x

15.0x

20.0x

0.0x

7.5x

15.0x

22.5x

30.0x

0.0x

5.0x

10.0x

15.0x

20.0x

Valuations

TEV / LTM EBITDA

Valuations

TEV / LTM EBITDA

Valuations

TEV / LTM EBITDA

Valuations

TEV / LTM Revenue

Valuations

Price / Book Value

Enterprise Value /


Enterprise Value /


Enterprise Value /


Enterprise Value /


7.0x 18.6x 4.5x 12.2x 2.3x 14.9x

Price /

2016 Book Value

Core banking systems continue

to evolve in response to

heightened regulations and

reporting requirements, and

increased focus on risk mitigation.

Companies are intent on

improving customer experience

through increased online and

mobile functionality.

Insurance processes continue to

transform in response to the

growing adoption of data and

analytics to improve underwriting

and claims processing.

New platforms are disrupting

traditional broker models,

substantially lowering the cost of

insurance.

Legacy AMT solutions are being

replaced by growing interest in

automated trading and wealth

management solutions.

Companies are under pressure to

transition offline businesses and

are seeking technologies to

expand customer relationships.

Peer-to-peer transfers have

experienced strong growth as

consumers desire real-time and

low-cost payment alternatives.

Companies are focused on

delivering a frictionless user

experience as payment platforms

compete for transaction volume.

Facing disintermediation,

traditional bank vendors have

moved into P2P transfers.

Lenders seeking to standardize

data to facilitate the formation of

a secondary loan market, thus

reducing dependency on short-

term funding models and

improving transparency.

Companies are becoming

vertically specialized as they seek

to appeal to curated groups of

consumers/ investors and simplify

the lending process.

Financial Technology Start-Ups to

Get a License to Bank

Siri can now send money

via PayPal

AI’s impact on the Global Banking

Industry

Investment in Insurance Technology

Balloons

IBM's Blockchain Consortium With

The Seam Deploys 'Hyperledger' For

Cotton Trading

Key Public CompsKey Public Comps Key Public Comps Key Public Comps Key Public Comps

https://www.nytimes.com/2016/12/02/business/dealbook/technology-start-ups-to-get-a-license-to-bank.html?_r=0

https://www.nytimes.com/2016/12/02/business/dealbook/technology-start-ups-to-get-a-license-to-bank.html

https://techcrunch.com/2016/11/10/siri-can-now-send-money-via-paypal/

https://techcrunch.com/2016/11/10/siri-can-now-send-money-via-paypal/


https://techcrunch.com/2016/12/04/artificial-intelligence-and-the-evolution-of-the-fractal-economy/

http://www.wsj.com/articles/fintech-investment-slides-as-insurance-tech-gains-1476359450

http://www.forbes.com/sites/rogeraitken/2017/01/07/ibms-blockchain-consortium-with-the-seam-deploys-hyperledger-for-cotton-trading/#4bcf2d6c3de2

PAGE |



7

TRADING, WEALTH, &

RISK MANAGEMENT

VTS and Hightower’s strategic merger

VTS and Hightower provide software solutions to the global commercial real estate industry.

Through the merger, the companies will come together to form the industry’s largest leasing and assetmanagement platform, with a collective customer base of 5+ billion square feet under management.

The combination brings top institutional and local market operators onto one platform for the first time,creating an ecosystem for real-time collaboration and communication amongst industry participants.

Ent. Value: $300M

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NAREAL ESTATE &

LEASING

Announced: November 29, 2016

SELECT FINTECH M&A TRANSACTIONS – 4Q 2016

Guidewire’s acquisition of ISCS

ISCS is a provider of software solutions to the property and casualty insurance industry.

ISCS provides end-to-end insurance processing services to more than 35 insurance organizations writingall property and casualty lines in all 50 states.

The acquisition will enhance Guidewire’s ability to serve those property and casualty insurers that prefera cloud-based, all-in-one system supporting the insurance lifecycle.Ent. Value: $160M

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

Announced: December 19, 2016 SUBSECTOR

INSURANCE TECHNOLOGY

& UNDERWRITING

Morningstar’s acquisition of Pitchbook Data

Pitchbook is a provider of information and services on the private capital markets, including venturecapital, private equity, and M&A, serving over 1,800 clients annually.

Following the acquisition, Morningstar plans to cross-sell Pitchbook into it’s existing client base,accentuating Pitchbook’s strong growth trajectory as private markets and private companies are areasof growing investor interest.

Ent. Value: $225M

Revenue: $31M

EV / Revenue: 7.2x

EV / EBITDA: NA

Announced: October 14, 2016

DATA & ANALYTICS

ION Investment Group’s acquisition of Reval

Reval is a provider of cloud-based accounting software for financial institutions.

The Company’s offerings enable enterprises to better manage cash, liquidity and financial risk, and toaccount for and report on complex financial instruments and hedging activities.

The acquisition of Reval substantially increases ION’s footprint in treasury cloud services and augmentsits product portfolio with leading functionality in treasury and risk management and hedge accounting.

Announced: October 6, 2016

Ent. Value: NA

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

Vantiv’s acquisition of Moneris Solutions USA

Moneris is a provider of digital and POS payment processing solutions in North America.

Moneris covers more than 350,000 merchant locations and processed approximately $12 billion in U.S.transaction volume in 2015.

The acquisition further accelerates Vantiv's strategic plan to further expand in the high-growthintegrated payments and merchant channels.

Ent. Value: $425M

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

PAYMENT

PROCESSING

Announced: November 11, 2016

PAGE | 8



42

5 4

1 1 1

42

1 6

5 7

1 2 2

1

17

7

7 2 1

2

64 1

3

6

3

4

2

2 42

2

2

2 2

4

13 1

3 1

2016

2015

2014

2013

2012

277 276

236222

271

203

263246

193 192

3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16

FINTECH ACQUISITION ACTIVITY

MOST ACTIVE STRATEGIC ACQUIRERS OF FINTECH ASSETS BY VOLUME

GLOBAL FINTECH M&A ACTIVITY

The 10 most active strategic fintech consolidators combined for over 135 acquisitions since 2012.

During the fourth quarter of 2016, SS&C acquired Conifer Financial Services, Thomson Reuters acquired Redi Holdings, and FleetCoracquired Travelcard.

In 2016 this group completed 19 acquisitions, compared to 25 acquisitions in all of 2015.

There were 192 fintech M&A transactions globally in 4Q’16, which was in line with the prior quarter and down modestly from recent averages.

Interest in fintech acquisitions among strategic acquirers remains strong, with traditional vendors and big banks targeting fintech assets to reduce the rising threat of disintermediation while enabling an evolving mix of technology-oriented solution offerings.

PAGE | 9



B2B Transactions

ENTERPRISE & COMMERCIAL SOLUTIONS – LANDSCAPE

REPRESENTATIVE ENTERPRISE & COMMERCIAL SOLUTION PROVIDERS

Payment Processing & Networks Financial Software

Traditional Payment Processors

Payment Networks

Vertical Specific Payments

Corporate / Fleet Payments

Transfers & Remittance

Procurement & Supply Chain

EDI

Bill Payment

Subscription Billing / RCM

Data & Compliance

Real Estate & Leasing

SMB Marketplace Lending

Accounting & Tax

HR / Payroll / Benefits

Payments Other E&C Financial Software

Payment Gateways / ISOsTo receive the latest Enterprise & Commercial fintech market map,

please contact HW&Co. at *[email protected].

mailto:*[email protected]

PAGE | 10



Automatic Data Processing, Inc. ADP $45,986 $46,372 98.9% 21.3% 45.0% 5.5% 7.3% 22.3% 3.9x 3.8x 17.4x 18.0x 30.8x

Paychex, Inc. PAYX 21,885 21,846 97.9% 15.1% 33.7% 7.2% 7.2% 42.8% 7.1x 7.1x 16.7x 16.6x 28.9x

The Ultimate Software Group, Inc. ULTI 5,457 5,288 81.4% (6.7%) 19.0% 20.0% 26.3% 8.9% 7.4x 7.0x 83.1x 29.3x 303.9x

WageWorks, Inc. WAGE 2,127 2,657 96.3% 59.8% 22.0% 3.7% 9.9% 22.2% 6.1x 5.8x 27.6x 19.7x 127.2x

Paylocity Holding Corp. PCTY 1,459 1,541 60.4% (26.0%) NA 33.6% 28.3% 5.1% 5.8x 5.5x 114.2x 43.6x NM

Thomson Reuters Corp. TRI 41,419 32,197 95.8% 15.7% 15.8% (1.7%) (8.3%) 28.1% 3.5x 3.7x 12.3x 13.1x 25.9x

Experian Plc EXPN-GB 21,691 18,373 93.0% 9.9% 5.4% (1.2%) 3.0% 34.1% 4.8x 4.7x 14.0x 13.6x 25.5x

Moody's Corp. MCO 19,883 18,024 85.1% (6.0%) 20.1% 1.2% 2.5% 44.8% 5.6x 5.6x 12.6x 12.3x 20.4x

Equifax, Inc. EFX 17,114 14,159 86.3% 6.2% 71.1% 13.0% 18.0% 33.8% 5.7x 5.4x 16.8x 15.4x 29.9x

TransUnion TRU 8,065 5,658 86.4% 12.2% NA 9.8% 12.5% 32.6% 4.9x 4.8x 15.0x 12.9x 64.4x

Dun & Bradstreet Corp. DNB 5,733 4,463 85.7% 16.7% (1.2%) 3.0% 4.2% 28.6% 3.4x 3.4x 11.9x 11.7x 46.0x

FleetCor Technologies, Inc. FLT 16,819 13,128 80.2% (1.0%) 20.8% 2.6% 7.2% 49.8% 9.6x 9.2x 19.3x 16.3x 32.9x

WEX, Inc. WEX 6,548 4,769 95.3% 26.2% 12.7% 10.0% 18.2% 33.4% 7.0x 6.5x 20.9x 17.7x 58.4x

Financial Software Median $16,819 $13,128 86.4% 12.2% 20.1% 5.5% 7.3% 32.6% 5.7x 5.5x 16.8x 16.3x 31.9x

The Western Union Co. WU $12,593 $10,531 97.6% 21.3% 25.9% (0.7%) 0.3% 24.3% 2.3x 2.3x 9.6x 9.4x 13.2x

MoneyGram International, Inc. MGI 1,732 627 92.8% 88.4% (43.2%) 4.7% 6.1% NA 1.2x 1.1x NM 6.5x 69.5x

Open Text Corp. OTC-CA 8,875 8,090 92.5% 29.5% 34.5% 2.8% 15.9% 34.7% 4.7x 4.6x 13.6x 12.8x 6.7x

Basware Oyj BAS1V-FI 552 551 83.3% (5.6%) 11.0% 2.1% (0.8%) 1.7% 3.4x 3.5x 200.8x NM NA

B2B Transactions Median $5,303 $4,359 92.7% 25.4% 18.5% 2.5% 3.2% 24.3% 2.9x 2.9x 13.6x 9.4x 13.2x

Visa, Inc. V $199,924 $181,365 92.9% 0.6% 40.1% 7.2% 17.5% 69.8% 13.3x 12.7x 19.0x 18.2x 31.8x

Mastercard, Inc. MA 109,306 112,490 94.8% 6.0% 23.6% 9.0% 11.7% 56.8% 10.4x 10.1x 18.3x 17.6x 28.5x

American Express Co. AXP 89,854 67,802 97.8% 6.5% (18.4%) (0.3%) (7.0%) NA 2.6x 2.8x NA NA 13.1x

Discov er Financial Serv ices DFS 43,347 28,432 97.9% 34.4% 28.8% 3.8% (8.8%) NA 4.2x 4.8x NA NA 13.1x

First Data Corp. FDC 34,519 12,994 86.5% (11.4%) NA 1.3% 1.7% 20.9% 3.0x 3.0x 14.2x 12.0x NM

Alliance Data Systems Corp. ADS 30,755 13,198 81.6% (17.4%) (13.1%) 9.6% 12.6% 27.9% 4.4x 4.2x 15.6x 16.3x 24.1x

Cielo SA CIEL3-BR 23,171 19,401 74.0% 21.1% (11.3%) (0.8%) 16.2% 45.4% 7.0x 6.1x 15.4x 13.3x 16.4x

Vantiv , Inc. VNTV 14,890 9,604 99.0% 25.7% 82.8% 10.0% 11.8% 24.6% 4.3x 4.2x 17.4x 16.5x 44.2x

Global Payments, Inc. GPN 14,734 10,668 86.8% 7.6% 113.6% 12.6% 36.8% 26.8% 4.6x 3.8x 17.1x 16.5x 35.8x

Total System Serv ices, Inc. TSS 12,057 9,013 86.7% (1.5%) 47.3% 35.1% 9.5% 24.7% 3.2x 4.0x 13.0x 11.6x 27.5x

Euronet Worldwide, Inc. EEFT 3,771 3,781 85.4% NA 51.4% 7.7% 9.6% 17.0% 2.0x 1.9x 11.6x 10.9x 22.0x

Paysafe Group Plc PAYS-GB 2,625 2,247 71.9% (16.3%) 34.4% (3.2%) 60.6% 26.8% 4.4x 2.7x 16.5x 9.1x 38.2x

Payments Median $26,963 $13,096 86.8% 3.3% 34.4% 7.5% 11.7% 26.8% 4.3x 4.1x 16.1x 14.8x 27.5x

Fintech Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Sub-Vertical Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. LTM EBITDA 16E EBITDA Earnings

ENTERPRISE & COMMERCIAL SOLUTIONS – TRADING COMPARABLES

VALUATION

As of December 31, 2016

Payments

Financial Software

Payment

Networks

Payment

Processing

Payroll &

Benefits

Fleet

Payments

Transfer &

Remittance

eInvoicing,

EDI, RCM

Data &

Compliance

B2B Transactions

PAGE | 11



Announced Date Target/Issuer Buyer Description New Money ($m)

12/31/2016 Financial-Information-Technologies Luminate Capital Partners Provider of data, payment and software serv ices to the beverage alcohol industry. NA

12/20/2016 Appetize Shamrock Capital Advisors Provider of next-generation Point of Sale (POS) platform for retailers. $20

12/07/2016 Nubank DST Global; Founders Fund; QED Investors Provider of digital credit cards and online financial serv ices. $80

11/30/2016 Opendoor Norwest Venture Partners; Khosla Ventures Provider of a marketplace for selling and buying homes. $210

11/28/2016 AvidXchange Fifth Third Capital; Pivot Inv. Partners Provider of accounts payable and invoice automation software. $18

11/25/2016 Stripe CapitalG; General Catalyst Partners Provider of online payment solutions for app publishers and online merchants. $150

11/17/2016 Coverwallet Union Square Ventures Provider of a mobile application for insurance brokerage serv ices. $8

11/16/2016 Womply Sageview Capital Partners Provider of enterprise resource planning and payments solutions to small businesses $30

10/27/2016 Wave BDC Capital; Charles River Ventures Provider of SaaS-based accounting software. $11

10/24/2016 Boston Logic Technology Partners, Inc. Providence Strategic Growth Provider of software, and online marketing serv ices for the real estate industry. NA

10/20/2016 PaySimple Providence Strategic Growth Provider of cloud-based SaaS platform for commerce serv ices. $115

10/18/2016 PayCommerce Tritium Partners Provider of an international payments platform. $22

10/05/2016 Payoneer Susquehanna Growth Equity; TCV Provider of an cross-border B2B payments platform. $180

10/04/2016 BillingTree Parthenon Capital Partners Provider of omni-channel, integrated payments solutions. NA

09/29/2016 Apttus K1 Investment Management Provider of quote-to-cash software solutions. $88

Announced Date Target/Issuer Buyer Description Enterprise Value ($m)

12/29/2016 CaptainU LLC Blue Star Sports Provider of athletic development, payments, and recruiting software. NA

12/23/2016 Paypoint Mobile Payment Business Volkswagen Financial Serv ices AG Provider of mobile payment serv ices. $33

12/16/2016 HemNet Sverige AB General Atlantic LLC Provider of online real estate property search serv ices. $213

12/15/2016 Thomsons Online Benefits Ltd. Mercer LLC Provider of employee benefits administration software. NA

12/07/2016 ParkX, LLC PassportParking, Inc. Provider of mobile payment gateway for parking ramps. NA

12/06/2016 Deltek, Inc. Roper Technologies, Inc. Provider of ERP and HCM software for serv ices firms and government contractors. $2,800

12/01/2016 CardinalCommerce Corp. Visa, Inc. Provider of payment authentication and ecommerce security serv ices. NA

11/29/2016 Versapay Merchant Serv ices Business BluePay Canada LLC Provider of merchant card processing serv ices. $8

11/23/2016 Bluebridge Church Management Busines Pushpay Holdings Ltd. Provider of member management solutions for faith based organizations. $3

11/10/2016 Moneris Solutions, Inc. Vantiv , Inc. Provider of payment processing solutions. $425

11/07/2016 RevSpring, Inc. GTCR LLC Provider of accounts receivable management and revenue cycle management. NA

11/04/2016 M&O Systems, Inc. Broadridge Financial Solutions, Inc. Provider of compensation management solutions. NA

11/01/2016 ADP CHSA & COBRA Business WageWorks, Inc. Provider of direct bill administration serv ices. $235

10/10/2016 Bankstream Intuit, Inc. Provider of transaction data collection and aggregation serv ice. NA

09/19/2016 Visma HgCapital Provider of accounting, payroll, financial consultancy, and staffing serv ices. $482

ENTERPRISE & COMMERCIAL SOLUTIONS – TRANSACTION ACTIVITY

SELECT RECENT M&A TRANSACTIONS

SELECT RECENT PRIVATE PLACEMENT TRANSACTIONS

Note: “NM” indicates transaction value below $1 million.

PAGE | 12



Networking & Collaboration

INSTITUTIONAL SOLUTIONS – LANDSCAPE

REPRESENTATIVE INSTITUTIONAL SOLUTION PROVIDERS

Data & Analytics

Trading, Wealth & Risk Management

Compliance & Reporting

Asset Management & Trading

Technology & Underwriting

Lead Generation & CRM

InsuranceBanking

Core Systems

Lending & Workflow

Compliance & Analytics

Distributed Ledger Technology

To receive the latest Institutional fintech market map, please contact HW&Co. at *[email protected].


PAGE | 13



RELX Plc REL-GB $43,685 $36,570 90.8% 1.5% 20.2% (8.6%) (8.2%) 46.2% 7.0x 5.2x 15.1x 15.1x 27.4x

Thomson Reuters Corp. TRI-CA 41,419 32,197 95.9% 16.1% 15.9% (6.2%) (7.2%) 28.1% 3.6x 3.7x 12.9x 13.2x 26.3x

Moody's Corp. MCO 19,883 18,024 85.1% (6.0%) 20.1% 1.2% 2.5% 44.8% 5.6x 5.6x 12.6x 12.3x 20.4x

MSCI, Inc. MSCI 8,622 7,415 86.8% 9.2% 80.2% 5.2% 6.9% 48.6% 7.6x 7.5x 15.7x 15.2x 31.0x

SS&C Technologies Holdings, Inc. SSNC 8,296 5,801 82.7% (16.2%) 29.2% 38.1% 51.8% 35.1% 6.0x 5.5x 17.1x 13.7x 67.3x

FactSet Research Systems Inc. FDS 6,724 6,488 89.2% 0.5% 50.5% 9.4% 5.8% 35.0% 5.9x 5.8x 16.8x 16.5x 20.0x

Dun & Bradstreet Corp. DNB 5,733 4,463 85.7% 16.7% (1.2%) 3.0% 4.2% 28.6% 3.4x 3.4x 11.9x 11.7x 46.0x

Fair Isaac Corp. FICO 4,347 3,689 89.7% 26.6% 89.7% 3.8% 5.1% 22.8% 4.9x 4.9x 21.6x 16.7x 35.2x

DST Systems, Inc. DST 3,805 3,504 83.3% (6.1%) 18.1% (6.0%) (43.1%) 19.8% 2.0x 2.4x 10.2x 10.3x 33.6x

Broadridge Financial Solutions, Inc. BR 8,961 7,895 92.4% 23.4% 67.8% 6.9% 42.2% 20.0% 2.8x 2.5x 13.8x 13.5x 26.2x

Fidessa group Plc FDSA-GB 1,005 1,091 77.5% (4.2%) (24.2%) 3.4% 4.2% 26.7% 2.5x 2.5x 9.5x 9.5x 28.3x

Asset Management & Trading Median $8,296 $6,488 86.8% 1.5% 20.2% 3.4% 4.2% 28.6% 4.9x 4.9x 13.8x 13.5x 28.3x

Guidewire Software, Inc. GWRE $3,085 $3,626 77.1% (18.0%) 0.5% 11.4% 13.6% 4.5% 7.1x 6.9x 158.0x 33.5x 246.7x

Ebix, Inc. EBIX 2,021 1,849 90.6% 74.0% 287.8% 8.7% 10.6% 37.8% 7.0x 6.9x 18.6x 18.1x 20.7x

Sapiens International Corp. NV SPNS 634 702 89.7% 40.6% 86.0% 11.9% 15.8% 17.3% 3.1x 2.9x 17.7x 19.9x 32.6x

Insurance Median $2,021 $1,849 89.7% 40.6% 86.0% 11.4% 13.6% 17.3% 7.0x 6.9x 18.6x 19.9x 32.6x

Fidelity National Information Serv ices, Inc. FIS $35,142 $24,827 92.6% 24.8% 40.9% 30.3% 38.2% 28.7% 3.9x 3.7x 13.7x 12.0x 52.2x

Fiserv , Inc. FISV 27,996 23,069 95.3% 16.2% 80.0% 3.6% 5.4% 33.4% 5.1x 5.1x 15.4x 14.5x 26.7x

Jack Henry & Associates, Inc. JKHY 6,915 6,934 97.5% 13.7% 49.9% 6.2% 4.6% 35.2% 5.0x 5.0x 14.2x 14.2x 27.1x

TEMENOS Group AG TEMN-CH 5,253 4,854 97.9% 34.4% 146.2% 42.4% 15.7% 36.5% 6.8x 8.4x 18.7x 23.0x 50.1x

CoreLogic, Inc. CLGX 4,799 3,181 84.8% 8.8% 3.7% 22.3% 26.7% 22.7% 2.6x 2.5x 11.3x 9.7x 23.5x

Oracle Financial Serv ices Software Ltd. 532466-IN 3,542 3,908 77.0% (18.6%) (13.5%) 1.8% 5.7% 38.0% 5.5x 5.4x 14.6x 13.7x 23.0x

DH Corp. DH-CA 3,234 1,775 52.3% (27.0%) (40.7%) 6.7% 7.7% 26.5% 2.6x 2.6x 9.7x 9.6x 59.3x

ACI Worldwide, Inc. ACIW 2,809 2,129 78.2% (15.2%) (16.2%) (7.1%) (6.4%) 13.6% 2.9x 2.9x 21.3x 12.7x 20.6x

Q2 Holdings, Inc. QTWO 1,056 1,158 87.8% 9.4% NA 27.2% 37.2% NA 7.6x 7.1x NA NA NA

Bottomline Technologies, Inc. EPAY 995 1,014 79.4% (15.8%) (30.8%) 2.1% 1.4% 10.4% 2.9x 2.9x 27.8x 13.7x NA

Banking Median $4,170 $3,544 86.3% 9.1% 3.7% 6.4% 6.7% 28.7% 4.5x 4.3x 14.6x 13.7x 26.9x

INSTITUTIONAL SOLUTIONS – TRADING COMPARABLES

VALUATION

Asset Management & Trading

Insurance

Banking

Core

Systems

Technology &

Underwriting

AMT

Data &

Analytics




PAGE | 14




12/22/2016 Axoni Andreessen Horowitz; Goldman Sachs Provider of distributed ledger technology to the financial serv ices industry. $18

12/13/2016 Indifi Technologies Pvt Ltd. Accel Partners Provider of online platform to connect small businesses with institutional lenders. $10

12/05/2016 Lemonade General Catalyst; Sequoia Capital Provider of artificial intelligence and behavioral software for the insurance industry. $34

11/28/2016 QuantGroup Sunshine Insurance; Fosun Capital Provider of big data analysis for the consumer finance industry. $73

11/17/2016 Fundinfo AG HgCapital Provider of cloud-based investment consulting serv ices. NA

11/15/2016 eOriginal, Inc LLR Partners Provider of digital transaction lifecycle management. $27

11/14/2016 Quantopian Andreessen Horowitz; Bessemer Ventures Provider of online platform for the creation and testing of investment algorithms. $25

11/01/2016 Droit Financial Technologies DRW Trading Group; Goldman Sachs Provider of automated point-of-execution compliance for sales and trading systems. $16

10/31/2016 Riskalyze FTV Capital Provider of risk management and alignment platform. $20

10/25/2016 Hixme Propel Ventures; KPCB Provider of worker-owned benefits insurance solutions. $14

10/19/2016 Ladder Financial Canaan Partners; Lightspeed Ventures Provider of online platform for indiv iduals to purchase life insurance. $14

10/12/2016 Cloud9 Technologies JP Morgan Chase; Point72; Barclays Provider of voice, messaging and collaboration serv ices for institutional trading firms. $30

10/11/2016 Bison Hamilton Lane Provider of data aggregation and analytical systems for the private markets industry. NA

10/05/2016 OpenGamma Accel Partners; ICAP plc Provider of open source financial software and derivatives risk analytics. $13

10/05/2016 Dealpath Bechtel Corporation; Deep Fork Capital Provider of a deal management & collaboration software platform for CRE investments. $8


12/23/2016 WDEV Soluções em Tecnologia SA Ebix, Inc. Provider of software development serv ices to financial institutions. NA

12/19/2016 ISCS, Inc. Guidewire Software, Inc. Provider of financial software development serv ices. $160

12/15/2016 Conifer Financial Serv ices LLC SS&C Technologies Holdings, Inc. Provider of online investment brokerage serv ices. $89

12/12/2016 Online Banking Solutions, Inc. Fiserv, Inc. Provider of secure online banking serv ices for banks and credit unions. NA

12/06/2016 InAuth, Inc. American Express Co. Provider of mobile security software applications to financial institutions. NA

10/24/2016 Scottrade Financial Serv ices, Inc. TD Ameritrade Holding Corp. Provider of web-based personal investing platform and brokerage serv ices. $2,738

10/24/2016 Salentica, Inc. SS&C Technologies Holdings, Inc. Provider of client relationship management software solutions for the financial industry. NA

10/14/2016 PitchBook Data, Inc. Morningstar, Inc. Provider of data, news, and analysis to the private equity industry. $225

10/10/2016 Wheelhouse Analytics LLC Envestnet, Inc. Provider of SaaS based data analytics solutions for investment firms. NA

10/05/2016 Tricor Holdings Ltd. Triv ium Investment Ltd. Provider of integrated business, corporate, and investor serv ices. $834

12/06/2016 Intralinks Holdings, Inc. Synchronoss Technologies, Inc. Provider of inter-enterprise content management and collaboration solutions. $785

12/20/2016 Vermilion Software Ltd. FactSet Research Systems Inc. Provider of client reporting and communications software to finance industry. $67

10/06/2016 Reval.com, Inc. ION Investment Group Ltd. Provider of SaaS-based solutions for treasury and risk management. NA

10/24/2016 Analyze Re, Inc. Verisk Analytics, Inc. Provider of pricing and risk management software for the reinsurance industry. NA

09/22/2016 REDI Global Technologies LLC Thomson Reuters Corp. Provider of trading and execution management solutions. NA

INSTITUTIONAL SOLUTIONS – TRANSACTION ACTIVITY




PAGE | 15



CONSUMER SOLUTIONS – LANDSCAPE

REPRESENTATIVE CONSUMER SOLUTION PROVIDERS

P2P Payments & Transfers

Peer to Peer Personal Finance

Mobile Wallets and GatewaysP2P and Marketplace Lending

Credit Monitoring & Protection

Personal Finance & Roboadvising

Crowdfunding

To receive the latest Consumer fintech market map, please contact HW&Co. at *[email protected].


PAGE | 16



Intuit, Inc. INTU 30,064 29,417 96.6% 18.8% 50.2% 6.0% 7.8% 30.4% 6.3x 6.2x 20.8x 16.4x 37.7x

Apple, Inc. AAPL 656,920 617,588 97.6% 10.0% 44.5% (7.9%) 6.6% 32.2% 3.1x 3.0x 9.5x 9.2x 13.9x

Microsoft Corp. MSFT 428,205 483,160 96.9% 12.0% 66.1% (3.2%) 11.0% 32.0% 5.0x 4.6x 15.8x 12.2x 29.9x

Amazon.com, Inc. AMZN 363,860 356,313 88.5% 10.9% 88.0% 19.6% 28.0% 8.7% 2.8x 2.7x 32.7x 24.0x 171.8x

Facebook, Inc. FB 309,231 332,129 86.2% 9.9% 110.5% 37.6% 52.2% 52.0% 12.5x 11.3x 24.1x 17.5x 44.4x

Personal Finance & Mobile Wallet Median $336,545 $344,221 96.3% 11.5% 58.1% 2.0% 9.4% 31.2% 4.1x 3.8x 18.3x 14.3x 33.8x

PayPal Holdings, Inc. PYPL $42,829 $47,626 88.7% 9.0% NA 13.8% 19.5% 20.7% 4.2x 4.0x 20.1x 15.4x 34.6x

The Western Union Co. WU 12,593 10,531 97.6% 21.3% 25.9% (0.7%) 0.3% 24.3% 2.3x 2.3x 9.6x 9.4x 13.2x

Square, Inc. SQ 4,159 4,800 85.7% 4.1% NA 49.0% 28.5% NA 2.5x 2.6x NA 124.9x NA

MoneyGram International, Inc. MGI 1,732 627 92.8% 88.4% (43.2%) 4.7% 6.1% NA 1.2x 1.1x NA 6.5x 69.5x

Green Dot Corp. GDOT 625 1,182 92.6% 43.4% (6.4%) 1.8% 2.5% 18.4% 0.9x 0.9x 4.8x 4.0x 33.2x

LendingClub Corp. LC NA 2,070 46.7% (52.5%) NA 22.4% (49.9%) NA NA NA NA NA NA

On Deck Capital, Inc. ONDK NA 331 44.3% (55.0%) NA 8.8% 13.9% NA NA NA NA NA NA

Peer to Peer Median $4,159 $2,070 88.7% 9.0% (6.4%) 8.8% 6.1% 20.7% 2.3x 2.3x 9.6x 9.4x 33.9x



CONSUMER SOLUTIONS – TRADING COMPARABLES

VALUATION

Peer to Peer

Personal Finance & Mobile Wallets

P2P Transfers

Marketplace

Lending

Personal Fin.


Mobile

Wallets

PAGE | 17




12/13/2016 AFJC Corp. Credit Karma, Inc. Provider of online indiv idual tax filing serv ices. NA

11/20/2016 LifeLock, Inc. Symantec Corp. Provider of theft identity protection serv ices. $2,096

11/18/2016 Cookies Labs GmbH Klarna AB Provider of a mobile application for peer-to-peer payments. NA

11/16/2016 Iron Horse Holdings LLC LendingTree LLC Provider of online credit card comparison, education, monitoring, and management. $130

10/18/2016 KountMoney Lendingkart Provider of data analytics to the P2P personal loan industry. NA

10/13/2016 RoboVest, Inc. InvestView, Inc. Provider of online trading and brokerage applications. NA

10/06/2016 Paribus Co. Capital One Financial Corp. Provides online consumer banking serv ices. NA

10/03/2016 Boltmade, Inc. Shopify, Inc. Provider of consumer centric software for the retail industry. NA

09/13/2016 EyeVerify, Inc. Ant Financial Serv ices Group Provider of Eyeprint ID, a patented and secure mobile eye verification technology. NA

08/29/2016 Pay2Global Ltd. Terra Payment Serv ices Netherlands BV Provider of international money transfer serv ices for consumers. NA

08/10/2016 Entertainment Publications Ltd. BPS Technology Ltd. Provider of online entertainment serv ices and ticket booking solutions. NA

08/10/2016 TransfertCredit Ding Provider of mobile phone money transaction serv ices. NA

07/22/2016 TagPay Societe Generale Provider of mobile wallet solutions for basic feature phones and smartphones. NA

07/11/2016 Lendico PostFinance Provider of a peer-to-peer lending platform. NA

06/20/2016 Mobilend, Inc. Kuber Financial LLC Provider of a mobile lending platform. NA


12/05/2016 MoneyLion Edison Partners; FinTech Collective Provider of technology-enabled consumer lending software. $23

11/17/2016 PeerStreet Andreessen Horowitz; Montage Ventures Provider of online asset-backed-security brokerage serv ices to consumers. $15

11/01/2016 Classy JMI Equity, Salesforce Ventures Provider of online fundraising platform for social good organizations. $30

09/30/2016 Remitly IFC, Silicon Valley Bank Provider of mobile money transfer serv ices. $38

09/30/2016 Smava EarlyBirdCapital; Mojo Capital Provider of an online marketplace for peer-to-peer lending. $34

09/30/2016 Remitly IFC, Silicon Valley Bank Provider of mobile money transfer serv ices. $38

09/15/2016 Ellevest Aspect Ventures; Astia Angels Provider of investing tools for women. $9

09/13/2016 Point Andreessen Horowitz; Bloomberg Beta Provider of a platform allowing homeowners to unlock their home equity wealth. $8

08/29/2016 Velocity DIG Investments Provider of a discovery and instant booking platform for premium dining experiences. $23

07/27/2016 Zeek Mobile Scale-Up Venture Capital Provider of a mobile application allowing customers to buy/sell gift vouchers for cash. $10

07/19/2016 CommonBond Neuberger Berman Private Equity Partners Provider of marketplace lending that lowers the cost of student loans for borrowers. $30

07/07/2016 Coinbase Bank of Tokyo Mitsubishi; Sozo Ventures Provider of a bitcoin wallet platform where merchants and consumers can transact. $11

06/21/2016 Number26 Battery Ventures Provider of consumer banking serv ices in Germany. $40

06/20/2016 Lending Club Shanda Group Provider of peer-to-peer loans and investments. $149

06/02/2016 Digit General Catalyst Partners Provider of software applications that automates personal savings. $23

CONSUMER SOLUTIONS – TRANSACTION ACTIVITY




PAGE | 18



SUMMARY OF TECHNOLOGY IPOS

In 4Q 2016, the IPO market for technology companies slowed, with only three technology companies going public, while others selected to remain on the sideline until 1Q 2017.

4Q 2016 technology IPOs included Trivago, which raised $287 million and priced at $11 in December, BlackLine Systems, which raised $146 million with a market cap of $839 and priced at $17 in October, and Coupa Software, which raised $133 million with a market cap of $866 million and priced at $18 in October.

MARKET CAP AT IPO (LTM) REVENUE GROWTH (1YR PRIOR TO IPO)OFFERING SIZE AT IPO (LTM)

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE)

23%

46%

31%

< 25% 25 - 75% > 75%

36%

36%

29%

$0-50M $50-500M $500M-$1B $1B+

7%

43%

36%

14%

$0 - 50M $50 - 100M $100 - 250M $250M +

(All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months)

6

16

13 13

11

18

7

11

5

15

3

8

0

2

9

3

1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 3Q-16 4Q-16

$0 - 50M $50 - 100M $100 - 250M $250M +

2013 Total: 48 2014 Total: 47 2016 Total: 142015 Total: 31

PAGE | 19



(150.0%)

(125.0%)

(100.0%)

(75.0%)

(50.0%)

(25.0%)

0.0%

25.0%

50.0%

75.0%

100.0%

125.0%

150.0%

Circle Size Denotes Revenue ($)

% R

eve

nu

e G

row

thSto

ck

Pe

rfo

rma

nc

e

KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS

IPO DATE

OFFER PRICE

OFFERING SIZE ($M)

OFFER TO CURRENT

(23.9%)(33.5%)

22.2%

51.4%

79.0%

14.7%

(24.4%)

92.3%

23.3%

53.8%

15.8%

66.0%

38.9%

62.5%

6.8%

28.1%

308.2%

70.2%

107.0%

24.3%

48.5% 29.5%

117.1%

22.6% 33.4% 20.5%

84.3%

64.6% 49.3% 33.1%

(150.0%)

(50.0%)

50.0%

150.0%

250.0%

350.0%

450.0%

7/16/15 10/6/15 11/12/15 11/18/15 11/18/15 12/9/15 4/21/16 6/22/16 7/28/16 9/15/16 9/22/16 9/29/16 10/5/16 10/27/16 12/15/16

$16.0 $17.0 $16.0 $9.0 $10.0 $21.0 $14.0 $15.0 $18.0 $12.0 $16.0 $16.0 $18.0 $17.0 $11.0

$620.0 $3,146.0 $422.2 $2,708.5 $540.1 $4,382.2 $1,129.4 $1,233.0 $503.5 $323.1 $596.6 $1,958.5 $866.0 $838.6 $287.2

$103.2 $425.0 $70.4 $243.0 $77.5 $462.0 $112.0 $150.0 $94.5 $90.0 $96.0 $237.9 $133.2 $146.2 $287.2

(23.9%) (33.5%) 22.2% 51.4% 79.0% 14.7% (24.4%) 92.3% 23.3% 53.8% 15.8% 66.0% 38.9% 62.5% 6.8%

MARKET CAP AT OFFER ($M)

PAGE | 20



26.4%

5.4%

9.3%

9.7%

11.7%

13.1%

24.4%

Other

Food & Beverage

Services & Leasing

Automotive

Insurance

Healthcare

Computers & Electronics

63% 60%

50%

57%

55%

60%

66%

60% 58%

51%

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

4.1x 4.0x

3.4x

3.8x 3.8x

4.3x

4.7x 4.7x

5.6x

4.5x

3.3x

4.2x 4.3x4.5x

4.8x

5.3x 5.3x 5.3x

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA

LBO LOAN VOLUME BY INDUSTRY MEDIAN LBO DEBT PERCENTAGES

DEBT MARKET OVERVIEW

MIDDLE MARKET LBO LOAN MULTIPLES MIDDLE MARKET LBO VOLUME BY QUARTER

2016 New-Issue LBO Loan Volume: $3.7 billion Percentage of Total Purchase Price

Median middle market LBO loan multiples in 2016 remained in line with the prior two years at 5.3x leverage.

Middle market LBO loan volume increased slightly to $0.9 billion in 4Q 2016.

Technology companies were the largest recipients of LBO loans in 2016, representing 24.4% of new issuance.

As lenders remain selective about which assets they pursue, the median LBO debt percentage declined for the third straight year, reaching 51% in 2016.

Defined as Issuers with EBITDA of $50 Million or LessDefined as Issuers with EBITDA of $50 Million or Less

$1.0B

$2.0B

$1.2B

$1.6B$1.5B

$1.8B

$1.2B

$1.9B$2.0B

$0.4B

$0.9B

$1.2B

$0.7B

$0.9B

3Q'13 4Q'13 1Q'14 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16

Institutional Pro Rata

PAGE | 21



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and

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HW&CO.’S TECHNOLOGY, MEDIA & TELECOM GROUP:M&A ADVISOR OF CHOICE FOR MARKET LEADING TECHNOLOGY COMPANIES

http://epiqsystems.com/

http://epiqsystems.com/

http://www.meddatahealth.com/our_business/index.html

http://www.meddatahealth.com/our_business/index.html

http://www.aderant.com/

http://www.aderant.com/

http://www.cltsloyalty.com/

http://www.cltsloyalty.com/

http://www.stream.com/

http://www.stream.com/

http://www.rewardsnetwork.com/

http://www.rewardsnetwork.com/

http://www.knuerr.com/web/de/index_d.html

http://www.knuerr.com/web/de/index_d.html

http://www.bdcast.com/

http://www.bdcast.com/

http://www.oaktreecapital.com/default.aspx

http://www.oaktreecapital.com/default.aspx



PAGE | 22



PNC AND SOLEBURY CAPITAL OVERVIEW

PNC’S CORPORATE & INSTITUTIONAL BANKING GROUP

M&A advisory and related services are offered through HW&Co.

CORPORATE FINANCE AND M&A ADVISORY

Sell Side Advisory / Capital Raising / Management Buyouts / Fairness Opinions / Acquisitions Advisory

CAPITAL MARKETS ADVISORY & INVESTOR RELATIONS

Capital markets advisory and investor relations services are offered through Solebury Capital, the premier ECM advisory firm in North America

Expert ECM Advice & Judgment / Strategic ECM Based IR Solutions / FINRA Member Firm / Project & Execution Management

ADDITIONAL PNC C&IB SOLUTIONS

Treasury Management Institutional Investment

Management

Wealth Management Capital Markets International Services

SELECT PNC FINTECH RELATIONSHIPS SELECT SOLEBURY FINTECH TRANSACTIONS

$1.5mm sold

to Vista$575mm

IPO

3/21/2012

$284mm

Block

9/18/2013

$319mm

Block

3/7/2013

$525mm

Block

6/7/2016

$345mm

IPO

6/16/2011

$502mm

FO

5/17/2013

$135mm

FO

3/27/2014

$100mm

IPO

4/14/2014

$126mm

FO

1/14/2015

SOLEBURY CAPITAL OVERVIEW

SOLEBURY CAPITAL ADVISORY PLATFORM

CAPITAL MARKETS ADVISORY

Expert ECM Advice & Judgement

• IPOs

• Marketed Follow-ons

• Block Trades

Global reach in partnership with STJ

FINRA member firm

INVESTOR RELATIONS

Strategic ECM-based IR Solutions

• Strategic IR Advisory

• Perception Studies / IR Audits

• Infrastructure Projects

Small / Mid-Cap Focus

IPO Expertise

Unbiased Advice from Seasoned Product Specialists

• > 285 Advisory Engagements / >$133bn Proceeds

• 128 transactions and 44 IPOs since 2013 /

$49.9bn

• “Trusted Advisor” Status with Clients

• High Impact Street Relationships

• High Activity Level = Powerful Information Hub

Action-Oriented IR Model Grounded in ECM DNA

• 40 Active Clients / 70+ Client Engagements

• Boutique Service – Big Firm Resumes

• Team with ECM, Research, Sales and Traditional IR Experience

Representative Clients:

http://www.sunbgraphics.com/MAKE-A-PAYMENT.html

http://www.sunbgraphics.com/MAKE-A-PAYMENT.html

Healthcare & Life Sciences

IndustrialsEnergy, Power & Infrastructure

Industrials

PAGE |

Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities. Our clients benefit form our deep-sector experience,integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information,visit our website at www.harriswilliams.com/industries.

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

NETWORK OFFICES

Beijing

Hong Kong

Mumbai

New Delhi

Shanghai

Aerospace, Defense & Government

Services

Building Products & Materials

Business Services

Consumer Specialty Distribution

Technology, Media & Telecom

Transportation & Logistics

BostonOne International PlaceSuite 2620Boston, Massachusetts 02110Phone: +1 (617) 482-7501

Cleveland1900 East 9th Street20th FloorCleveland, Ohio 44114Phone: +1 (216) 689-2400

Minneapolis222 South 9th StreetSuite 3350Minneapolis, Minnesota 55402Phone: +1 (612) 359-2700

Richmond (Headquarters)1001 Haxall Point9th FloorRichmond, Virginia 23219Phone: +1 (804) 648-0072

San Francisco575 Market Street31st FloorSan Francisco, California 94105Phone: +1 (415) 288-4260

Washington, D.C. 800 17th St. NW2nd FloorWashington, D.C. 20006Phone: +1 202-207-2300

FrankfurtBockenheimer Landstrasse 33-3560325 FrankfurtGermanyPhone: +49 069 3650638 00

London63 Brook StreetLondon W1K 4HS, EnglandPhone: +44 (0) 20 7518 8900



Technology, Media & Telecom

OUR FIRM

PAGE | 24



Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industryknowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory,board advisory, private placements, and capital markets advisory services.

Investment banking services are provided by Harris Williams LLC and Solebury Capital LLC, registered broker-dealers and members of FINRA and SIPC, and Harris Williams & Co.Ltd, which is private limited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrarof Companies for England and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams &Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIALINSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANYFINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUTTHE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS.

The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is defined by applicable lawand regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financialinstruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes norepresentation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to,have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment bankingservices for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities,options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and aresubject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisionsusing their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is notnecessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior writtenconsent.

Copyright© 2017 Harris Williams & Co., all rights reserved.

HARRIS WILLIAMS & CO.

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