PowerPoint Presentation · 3 EXECUTIVE SUMMARY Q2 2018 InsurTech wrap-up Notes: Source: CB...

Insurance TechnologySector Summary

Q2 2018

2

Strong sector and product expertise across InsurTech

GCA INSURANCE TECHNOLOGY OVERVIEW

Companies that focus on customer engagement, e.g., customer acquisition, sales and marketing, mobile solutions and other direct-to-consumer insurance channels, or that offer solutions to improve distribution or facilitate contact with the end consumer.

DISTRIBUTION & CUSTOMER ENGAGEMENT

RECENT INSURTECH TRANSACTIONS

REPRESENTATIVE FOCUS AREAS FINTECH TEAM

Companies that improve existing methodologies for pricing or underwriting risk, or actual insurance companies that bring technology to traditionally low-tech areas by using newer or superior core systems and/or online/mobile offerings.

INNOVATIVE PRODUCTS, PRICING & UNDERWRITING

Insurance is behind the curve in enterprise-level core technology, and InsurTech companies help modernize these operating systems - in particular policy, claims, and billing software systems.

POLICY ADMINISTRATION, CLAIMS & BACK OFFICE

Companies that provide analytic capabilities to insurance companies to help them operate more efficiently and/or make better underwriting decisions.

DATA & ANALYTICS

Strategic Investment

We Advised ControlExpert

We Advised AWL

Acquired by

We Advised INS Web

Acquisition of

We Advised Finanzen.de

Acquired by

Sold

To

We Advised RGI Shareholders

Tender Offer for

Asahi Fire & MarineInsurance Co.

We Advised Asahi (close pending)

Acquired by

We Advised INS Web

Preferred Stock Investmentfrom

Financial Advisor

SEAN MINNIHANManaging DirectorHead of [email protected]

PAUL DINARDOManaging DirectorHead of [email protected]

CHRIS GOUGHManaging DirectorReal Estate & Mortgage [email protected]

KEGAN [email protected] 415.318.3686

ROB [email protected]

We Advised BlackFin

Sold

To

We Advised Risk International

Sold majority stake to

3

EXECUTIVE SUMMARYQ2 2018 InsurTech wrap-up

Notes:Source: CB Insights.

Select Q2 Active Investors Select Q2 Active Buyers

• InsurTech continues to be a highly active category, with ~$621MM in financing volume and ~$500MM in M&A volume during Q2 ‘18

- 43 financings in Q2 ‘18 is ~14% less than the same period in ’17, but 100 financings YTD is on pace with 200+ total financings in ’17

- 15 M&A transactions in Q2 ‘18 is ~40% less than the same period in ’17, and 36 deals YTD is behind pace with 80+ total deals in ‘17

• Increase in larger financings as category leaders begin to differentiate themselves and investors look to back established players

- Financing activity across multiple sub-verticals, led by SoftBank’s investment in Policybazaar, Warburg Pincus’ investment in BitSight and Everquote’s IPO

• Private equity M&A continues to be active across InsurTech categories

- Examples include BV’s acquisition of Risk International (GCA represented Risk International), Stone Point’s acquisition of Mitchell and AKKR’s acquisition of ITC

• As the InsurTech landscape is evolving rapidly, insurers prefer to build nimble partnerships and monitor what will happen next vs. committing to technologies via M&A

- Corporate venture deals abound, including Liberty Mutual’s investment in REIN and LeaseLock, XL Innovate’s investment in Cape Analytics and Zurich’s investment in Digital Insurance Group

• Non-insurers like Softbank, Google Ventures, Salesforce and Amazon continue to invest in InsurTech

- Amazon recently invested in Acko, a Mumbai-based start-up focused on auto and bike insurance

- Google Ventures currently has 8 investments across InsurTech, including Collective Health, Gusto, Clover, Oscar, Lemonade and others

4

INNOVATION ACROSS THE

INSURANCE VALUE CHAIN

` ` `

` `

`

DISCLAIMER: This is a representative list and may not include all relevant companies. If your company is not on the list and would like to be added for future publications, kindly shoot us a note at [email protected] and we would be happy to consider.

`Peer-to-Peer (P2P)

Ìnnovative & Specialty Insurance

Benefits Administration & Payroll Policy Management Tools & Software Claims Management Tools & Software

Insurance Data & Analytics IoT & Telematics: AutoÌoT & Telematics: Home

IoT & Telematics: Health

`Health Insurance

`Carrier Affiliated

Customer Origination

Mobile

Ònline Distribution & Comparison `Sales, Marketing & Engagement

INSURANCE VALUE CHAIN:

Policy Admin,Claims &Back Office

InnovativeProducts, Pricing & Underwriting

Distribution & Customer Engagement

Data &Analytics

5

$942

$472

$339

$731

$534

$1,581

$899

$621

Q3-16 Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18

Ann. Date

CompanySelected

Investor(s)Amt.

Invested

Post-Money

Valuation

Segment / Value Chain

6/28 Public $84.4 $464

6/28 $60.0 $750

6/28 $7.3 NA

6/25 $200.0 $1,000

6/21 $17.0 $77

6/12 $17.6 NA

6/5 $30.0 NA

5/28 $12.0 NA

4/30 $10.0 $30

4/10 $10.0 $125

INSURTECH DEAL DASHBOARD – FINANCING ACTIVITY

Notes:Source: CB Insights, Pitchbook. CapIq. GCA Deal Database.Market data as of 6/30/18.(1) Includes private company equity financings, and Everquote IPO in Q2 2018.

Quarterly Financing Activity ($MM)(1)

57

50

38

42

45

62

49

$24.8 $11.2 $7.5 $14.6 $8.6 $32.3 $15.8

Select Q2 2018 Financing Transactions ($MM)

43

$14.4

P&C Life Health Distribution & CustomerEngagement

Products, Pricing & Underwriting

Data & AnalyticsPolicy Admin, Claims & Back Office

Insurance Segment Insurance Value Chain

LTM financing volume: $3.6Bn across 211 Deals

Average Deal Size

6

SELECTED RECENT INSURTECH FINANCINGS

Aims to redesign and extend the insurance value chain, offering scalable protection at the point of need with an AI risk guardian and simple, transparent and personalized insurance coverage.Raised $30MM in

Series A funding on 6/5/2018

Founded

2016Headquarters

BerlinTotal Funds Raised ($MM)

$40

Provides software that enables employees to more easily personalize their employer health coverage.Raised $28MM in Series A funding on 4/10/2018

Founded

2016Headquarters

ParisTotal Funds Raised ($MM)

$42

Notes:Source: PitchBook.

Sele

cted

Inve

sto

rsSe

lect

edIn

vest

ors

Provides an online platform designed to offer rent payment insurance programs.Raised $10MM in Series A funding on 4/29/2018

Founded

2014Headquarters

Marina del ReyTotal Funds Raised ($MM)

$11

Sele

cted

Inve

sto

rs

7

$603$351

$702

$2,773 $2,694

$3,185

$1,520

2012 2013 2014 2015 2016 2017 YTD 2018

INSURTECH HISTORICAL FINANCING ACTIVITY

Notes:Source: CB Insights, Pitchbook. CapIq. GCA Deal Database.Market data as of 6/30/18.*Oscar raised two rounds in 2014 – one worth $30MM and the other worth $80MM.

Financing activity is on par with ‘17 levels on an annualized basis

4255

88

127

163

206

100

Selected Major InsurTech Financings

= Number of Transactions

= Financing Volume ($USD MM)

$100MM $52MM

$50MM

$60MM

$65MM

$38MM

$110MM

$500MM

$931MM

$38MM

$160MM

$120MM$160MM

$103MM

$400MM

$130MM $110MM

$200MM

$165MM

$50MM

*

200

Annualized

8

INSURTECH LEADERS IN PRIVATE FUNDINGTop 10

Notes:Source: Pitchbook.

Company Headquarters Founded

New York, NY

San Francisco, CA

San Francisco, CA

Haryana, India

San Francisco, CA

Zurich, Switzerland

Minneapolis, MN

London, UK

Plymouth Meeting, PA

San Francisco, CA

Amt. Raised ($MM) Company Description

$904

$598

$425

$355

$259

$254

$242

$230

$220

$207

2012

2012

2012

2008

2013

2014

2015

2016

2007

2011

Provider of an online health insurance network

Operator of PPO using data analysis and preventive care to improve health insurance

Provider of an online life insurance and general insurance comparison portal

Provider of cloud-based self-insurance platform

Provider of a web-based service platform to handle insurance contracts

Partners with health systems and care partners to provide health plans

Tech-based provider of life insurance in the UK

Provider of a personalized health and benefits platform

Provider of pay-per-mile car insurance

Provider of cloud-based SaaS for HR and benefits management

Round of financing in Q2 2018

9

Jul-13 Apr-14 Jan-15 Oct-15 Jul-16 Apr-17 Jan-18

INSURTECH COMPANY PROFILEOscar Health Insurance

Cumulative Funds Raised ($MM)

Post Money Valuation ($MM)

$340m

Series D: $165

Founded Headquarters Total Funds Raised ($MM)

2012 NYC $904Oscar is a health insurance company that employs technology and data to humanize health care.

Seed: $52

$121

$52

$3,200

$904

$340

$82

$800

$162

Series B - II: $33

$1,750

$339

Series C: $400

$2,700

$739

Series B: $145

$1,500

$306

Seed - II: $30

Series A: $80

Notes:Source: PitchBook.

10

Most Active Insurance Technology Investors

Accelerators / Seed

Venture Capital / Private Equity

Corporate Investors

Alternative Investors

Ventures

SELECTED ACTIVE INSURTECH INVESTORS

Notes:Source: CB Insights, Pitchbook.

11

MOST ACTIVE INSURTECH INVESTORS – CORPORATE VENTURE CAPITAL

Notes:Source: CapIq, Pitchbook.

Company Headquarters Number of Investments Investments

Paris, France

Springfield, MA

Munich, Germany

Madison, WI

Munich, Germany

Mountain View, CA

San Francisco, CA

New York, NY

Columbus, OH

8

8

6

6

5

8

5

4

5

Menlo Park, CA 7

San Francisco, CA 6

12

$235

$1,705

$784

$1,381

$426

$2,967

$225

$500

Q3-16 Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18

Buyer Target Transaction ValueSegment / Value

Chain

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

INSURTECH DEAL DASHBOARD – M&A ACTIVITY

Notes:Source: CB Insights, Pitchbook. CapIq. GCA Deal Database.Market data as of 6/30/18.(1) Q4-17 includes Assurant’s $2.5bn acquisition of Warranty Group.

Quarterly M&A Activity ($MM)

21

25

12

29

2420

19

$19.6 $58.8 $32.7 $55.3 $21.3 $156.2 $10.7

Select Q2 2018 M&A Transactions ($MM)

Insurwave

15

$33.3

LTM M&A volume: $4.1Bn across 75 deals

P&C Life Health Distribution & CustomerEngagement


Data & AnalyticsPolicy Admin, Claims & Back Office

Insurance Segment Insurance Value Chain

Average Deal Size

13

INSURTECH HISTORICAL M&A ACTIVITY

Notes:Source: CB Insights, Pitchbook. CapIq. GCA Deal Database.Market data as of 6/30/18.

M&A deal activity is behind ‘17 levels (and closer to ‘16 levels) on an annualized basis

Selected Major InsurTech M&A Transactions

$2,851

$5,266$7,444

$18,547

$5,052 $5,559

$725

2012 2013 2014 2015 2016 2017 YTD 2018

71

88

36

48

58

85

67

= Number of Transactions

= M&A Volume ($USD MM)

Acquirer logo on top

$1.3Bn

$155MM

$1.4Bn$8.7Bn$2.4Bn$1.8Bn

$553MM $1.1Bn $400MM $760MM $174MM

$322MM

$414MM

72

Annualized

$2.5Bn

$919MM

$490MM Undisclosed$160MM

Undisclosed

14

INSURTECH PUBLIC COMPANY VALUATIONSelected InsurTech subsectors and key operating stats

Notes:Source: CapIq.Revenue growth and EBITDA margins shown are median values for comp group.Market data as of 6/30/18.

LTM Share Price Performance

Public InsurTech Ecosystem

(25%)

(15%)

(5%)

5%

15%

25%

35%

45%

55%

65%

Jun-17 Aug-17 Oct-17 Dec-17 Feb-18 Apr-18 Jun-18

Benefits Admin. / Payroll Brokerage Online DistributionData & Analytics IT & BPO ServicesInsurance Software

LTM Share Price

Performance

30%

Benefits Admin. / Payroll

2%

Brokerage

16%

Data & Analytics

43%

IT & BPO Services

35%

Insurance Software

30%

2%

40%

16%

43%

35%

40%

Online Distribution

15

INSURTECH PUBLIC COMPANY VALUATIONSelected InsurTech subsectors and key operating stats

Notes:Source: CapIq.Revenue growth and EBITDA margins shown are median values for comp group.Market data as of 6/30/18.

Enterprise Value / 2018E Revenue

Public InsurTech Ecosystem

Enterprise Value / 2018E EBITDA

2019E Rev. / 2019E

EBITDA Multiple

4.0x / 17.1x

Benefits Admin. / Payroll

3.0x / 12.0x

Brokerage

4.7x / 13.5x

Data & Analytics

2.1x / 11.3x

IT & BPO Services

2.0x / 22.3x

Insurance Software

5.0x

4.5x

3.1x

2.6x2.3x 2.1x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

Data & Analytics BenefitsAdmin./Payroll

Brokerage OnlineDistribution

InsuranceSoftware

IT & BPOServices

30.8x

17.2x14.8x

13.1x 12.9x 12.6x

0.0x

5.0x

10.0x

15.0x

20.0x

25.0x

30.0x

35.0x

InsuranceSoftware

BenefitsAdmin./Payroll

Data &Analytics

Brokerage OnlineDistribution

IT & BPOServices

2.3x / 12.1x

Online Distribution

16

SELECTED PUBLIC COMPANY DETAIL

Notes: Source: CapIq. Pitchbook.Multiples based on CapIq Consensus Estimates. Multiples <0 and >100 considered NM.

($MM, except per share data)Stock Operating Metrics Trading Metrics

Price Equity Enterprise Revenue Growth EBITDA Margin EV / Revenue EV / EBITDA

Company 6/30/18 Value Value 18E/17A 19E/18E 18E 18E 19E 18E 19E

Benefits Administration/Payroll

Automatic Data Processing, Inc. $134.14 $59,092 $58,800 8% 7% 22% 4.3x 4.0x 19.3x 17.1x

Paychex, Inc. $68.35 $24,538 $24,113 7% 7% 41% 7.0x 6.5x 17.1x 15.6x

HealthEquity, Inc. $75.10 $4,660 $4,390 24% 23% 39% 15.5x 12.7x 40.1x 31.3x

TriNet Group, Inc. $55.94 $3,932 $4,015 6% 12% 36% 4.7x 4.2x 13.0x 11.6x

Insperity, Inc. $95.25 $4,001 $3,749 14% 10% 6% 1.0x 0.9x 17.2x 15.2x

Paylocity Holding Corporation $58.86 $3,099 $2,970 25% 22% 21% 7.9x 6.5x 37.1x 29.0x

WageWorks, Inc. $50.00 $1,982 $1,334 6% 6% 32% 2.6x 2.5x 8.2x 7.5x

Benefitfocus, Inc. $33.60 $1,067 $1,135 (1%) 12% 3% 4.5x 4.0x NM 56.8x

Castlight Health, Inc. $4.25 $578 $509 17% 19% (7%) 3.3x 2.8x NM 38.6x

Median 8% 12% 22% 4.5x 4.0x 17.2x 17.1x

Brokerage

Marsh & McLennan Companies, Inc. $81.97 $41,590 $46,749 8% 5% 24% 3.1x 3.0x 13.0x 11.9x

Aon plc $137.17 $33,540 $39,183 9% 5% 26% 3.6x 3.4x 13.7x 12.7x

Willis Towers Watson Public Limited Company $151.60 $19,987 $23,625 5% 4% 25% 2.8x 2.7x 11.1x 10.5x

Arthur J. Gallagher & Co. $65.28 $11,899 $14,474 6% 8% 17% 2.3x 2.1x 13.3x 12.0x

Brown & Brown, Inc. $27.73 $7,660 $8,053 6% 6% 31% 4.1x 3.9x 13.1x 12.3x

Jardine Lloyd Thompson Group plc $16.89 $3,572 $4,100 5% 7% 21% 2.1x 2.0x 10.1x 8.7x

Goosehead Insurance, Inc $24.96 $338 $380 43% 44% 27% 6.3x 4.4x 23.3x 15.8x

Median 6% 6% 25% 3.1x 3.0x 13.1x 12.0x

Data & Analytics

RELX PLC $21.41 $42,231 $48,685 (2%) 4% 35% 4.9x 4.7x 14.1x 13.4x

Experian plc $24.73 $22,397 $25,872 13% 4% 35% 5.3x 5.1x 15.4x 14.9x

Verisk Analytics, Inc. $107.64 $17,789 $20,417 12% 7% 47% 8.6x 8.0x 18.1x 16.7x

Equifax Inc. $125.11 $15,049 $17,428 5% 6% 34% 5.0x 4.7x 14.8x 13.5x

TransUnion $71.64 $13,182 $15,426 15% 9% 39% 7.0x 6.4x 18.0x 16.2x

Fair Isaac Corporation $193.32 $5,769 $6,365 11% 8% 25% 6.1x 5.6x 24.1x 20.2x

CoreLogic, Inc. $51.90 $4,237 $5,823 1% 2% 26% 3.1x 3.1x 11.9x 11.1x

The Dun & Bradstreet Corporation $122.65 $4,548 $5,689 1% 2% 30% 3.2x 3.1x 10.8x 10.4x

Acxiom Corporation $29.95 $2,309 $2,396 5% 7% 20% 2.5x 2.4x 12.9x 12.3x

Median 5% 6% 34% 5.0x 4.7x 14.8x 13.5x

17

SELECTED PUBLIC COMPANY DETAIL

Notes: Source: CapIq. Pitchbook.Multiples based on CapIq Consensus Estimates. Multiples <0 and >100 considered NM.

Insurance Software

Guidewire Software, Inc. $88.78 $7,126 $6,434 27% 20% 22% 9.9x 8.2x 44.7x 37.6x

Ebix, Inc. $76.25 $2,399 $2,702 27% 7% 37% 6.0x 5.6x 16.0x 14.4x

Sapiens International Corporation N.V. $9.77 $486 $503 5% 6% 14% 1.8x 1.7x 12.4x 10.7x

Majesco $6.15 $225 $230 (7%) 14% 4% 2.1x 1.8x 48.2x 23.0x

Symbility Solutions Inc. $0.38 $92 $83 10% 13% 7% 2.3x 2.0x 30.8x 22.3x

Median 10% 13% 14% 2.3x 2.0x 30.8x 22.3x

IT & BPO Services

Accenture plc $163.59 $104,820 $100,917 13% 7% 17% 2.5x 2.4x 14.7x 13.7x

Tata Consultancy Services Limited $26.98 $103,304 $97,781 4% 12% 27% 5.0x 4.4x 18.7x 17.0x

Cognizant Technology Solutions Corporation $78.99 $46,280 $42,223 10% 9% 21% 2.6x 2.4x 12.2x 10.7x

Infosys Limited $19.09 $41,486 $38,071 2% 9% 26% 3.4x 3.2x 13.0x 12.0x

DXC Technology Company $80.61 $22,889 $28,620 12% (2%) 22% 1.3x 1.3x 5.9x 5.7x

CGI Group Inc. $63.34 $17,652 $18,866 1% 3% 18% 2.1x 2.1x 11.7x 11.2x

HCL Technologies Limited $13.53 $18,833 $17,401 3% 10% 23% 2.1x 1.9x 9.1x 8.5x

Wipro Limited $3.82 $17,181 $14,794 (4%) 6% 19% 1.8x 1.7x 9.4x 8.8x

Genpact Limited $28.93 $5,508 $6,392 9% 8% 17% 2.1x 2.0x 12.9x 11.8x

Capita plc $2.11 $3,491 $5,143 (7%) (6%) 11% 1.0x 1.0x 9.1x 9.2x

Syntel, Inc. $32.09 $2,662 $2,862 2% 2% 25% 3.0x 3.0x 12.0x 11.9x

Mphasis Limited $15.85 $3,063 $2,789 6% 14% 17% 2.7x 2.3x 15.6x 13.5x

WNS (Holdings) Limited $52.18 $2,632 $2,500 17% 11% 22% 3.1x 2.8x 14.3x 12.2x

Mindtree Limited $14.41 $2,364 $2,249 9% 14% 15% 2.5x 2.2x 16.4x 13.6x

Hexaware Technologies Limited $6.69 $1,986 $1,895 7% 14% 17% 2.9x 2.5x 17.2x 15.0x

ExlService Holdings, Inc. $56.61 $1,947 $1,776 12% 9% 18% 2.1x 1.9x 11.8x 10.6x

Virtusa Corporation $48.68 $1,445 $1,504 25% 14% 9% 1.2x 1.1x 14.5x 11.3x

CorVel Corporation $54.00 $1,023 $967 8% NA 12% 1.6x NM 13.6x NM

Crawford & Company $8.65 $476 $679 (1%) 3% 11% 0.6x 0.6x 5.3x 4.9x

Firstsource Solutions Limited $1.03 $708 $782 (0%) 11% 13% 1.4x 1.3x 11.3x 10.2x

Median 6% 9% 17% 2.1x 2.1x 12.6x 11.3x

Online Distribution

Moneysupermarket.com Group PLC $4.16 $2,228 $2,180 1% 6% 37% 4.8x 4.5x 12.9x 12.1x

GoCompare.com Group plc $1.73 $723 $776 13% 6% 27% 3.4x 3.2x 12.5x 11.3x

QuinStreet, Inc. $12.70 $599 $552 33% 16% 9% 1.4x 1.2x 16.1x 12.4x

EverQuote, Inc. $18.12 $449 $453 5% 10% (3%) 3.4x 3.1x NM NM

eHealth, Inc. $22.10 $420 $385 31% 13% 5% 1.7x 1.5x 36.7x 15.3x

iSelect Limited $0.60 $129 $103 (0%) 5% 8% 0.6x 0.5x 7.3x 5.6x

Median 9% 8% 8% 2.6x 2.3x 12.9x 12.1x

($MM, except per share data)Stock Operating Metrics Trading Metrics

Price Equity Enterprise Revenue Growth EBITDA Margin EV / Revenue EV / EBITDA

Company 6/30/18 Value Value 18E/17A 19E/18E 18E 18E 19E 18E 19E

Global investment bank that provides strategic M&A and capital markets advisory services to growth companies and market leaders

GCA: A LEADING INDEPENDENT GLOBAL INVESTMENT BANK

GCA operates as GCA in America and Asia, and GCA Altium in Europe.

NEW YORK

ZURICH

MILAN

FRANKFURT

MUNICH

TEL AVIVSAN FRANCISCO

LONDON

MANCHESTER

MUMBAI

OSAKA

SHANGHAI

SINGAPORE

TOKYO

NEW DELHI

NAGOYA

HO CHI MINH CITY

TAIPEI

Globally integrated platform with 18

offices across

America, Asia and

Europe

Geographically balanced,

synergistic and

complementary

sector focus areas

across the firm

Strong in key

growth sectors

such as Technology

and Industrials

Strong cross-border capabilities and

deal flow: ~35% of

all transactions are

cross-border

400+

professionals

350+ deals closed

in the last 3 years

18

19

Selected FinTech experience

GCA OVERVIEW

We Advised TSYS

Acquisition of

Payments

Sale of

Financial Advisor

to

Banking & Lending Tech

Financial Advisor

Growth Investment

Payments

We Advised Blucora

Acquisition of

Investment Technology

We Advised AWL

Acquired by

Insurance Technology

We Advised Capsilon

Growth Investmentfrom

Real Estate Tech

We Advised Finanzen.de

Acquired by


We Advised INS Web

Acquisition of


We Advised Radius

Financing from

Payments

Payments

Acquisition of

We Advised TSYS

Payments

We Advised GP Net

Acquired by

Information Services

Growth Investment

For Blockchain Technology

Financial Advisor

Acquired by

We Advised WorkMarket

Financial SaaS

Sold

To

We Advised RGI Shareholders


Tender Offer for

Asahi Fire & MarineInsurance Co.

We Advised Asahi


Acquired by

We Advised INS Web


Preferred Stock Investmentfrom

Financial Advisor


We Advised Skyslope

Majority sale to

Real Estate Tech

We Advised BlackFin

Sold


To

Payments

Acquired by

Fairness Opinion to Clearent


We Advised ControlExpert


We Advised Edo

Acquired by

Payments

We Advised Vindicia

Acquired by

Payments

Financial Advisor

Growth Investment

Payments

We Advised Commissions Inc

Acquired by

Real Estate Tech

Notes:The above transactions represent a compilation of deals that GCA entities, including GCA Advisors, LLC, GCA Corporation and GCA Altium, have advised on.

We Advised Principal

Acquired

Investment Technology

We Advised Risk International



We Advised CHX

Acquired by

Liquidity Venues

We Advised CHX

Acquired by

20

CASE STUDY: RISK INTERNATIONAL SALE OF MAJORITY STAKE TO BV

GCA acted as exclusive financial advisor to Risk International

GCA Value-Add

• GCA acted as exclusive financial advisor to RIH in connection with the transaction

• Provided execution support to RIH throughout the process, including:

› Identifying and engaging potential investors

› Preparing marketing materials

› Coordinating due diligence

› Evaluating a variety of transaction structures

› Negotiating valuation and other key terms

› Advising on complex definitive agreement matters

› Support through documentation and signing

Background

• An independent, outsourced risk management, benefits advisory, actuarial consulting, and claims services provider, Risk International (RIH) has helped clients save or reduce their cost of risk by more than $1 billion collectively since opening its doors in 1986. Risk International is headquartered in Fairlawn, OH, with offices in Charleston, SC and Charlotte, NC

• BV Investment Partners is one of the oldest and most experienced sector-focused private equity firms in North America. Since its founding in 1983, the firm has invested over $3 billion in more than 92 companies in IT and business services

Transaction Rationale / Details

• RIH will leverage BV’s strategic expertise to scale the business, while also exploring its network of other private equity firms and portcos who may have use for outsourced risk management and benefits services

• RIH will deploy newly available capital to invest in a structured sales & marketing effort

• The transaction creates a platform for bolt-on acquisitions of firms in related fields

Insurance Segment

Insurance Value Chain


GCA Advised Risk International

P&C Life Health

Data & Analytics

Policy Admin, Claims & Back Office

21

CASE STUDY: SALE OF FINANZEN GROUP TO ELI GLOBAL

GCA advised the shareholders of Finanzen Group on its sale to Eli Global

GCA Value-Add

• GCA acted as exclusive financial adviser to BlackFin Capital Partners and the founders on the sale of Finanzen to Eli Global

• GCA advised on all aspects of the transaction, coordinating multiple highly interested strategic and financial investors and maintaining a competitive dynamic throughout the process

• Eli Global evolved as the most attractive partner due to a global footprint in the insurance sector

• Eli Global is a federation of over 100 independent technology, insurance, financial services and healthcare portfolio companies across 18 countries

Background

• Headquartered in Berlin, Germany, Finanzen Group (“Finanzen” or the “Company”) connects lead generators, such as online price comparison sites, with lead buyers, such as independent financial advisors and insurance agents

• Finanzen’s online marketplace allows leads to be traded in real-time, bridging the gap between online insurance consumers and the offline sales organizations of European carriers and brokers

• Additionally, the Company acts as an online broker for certain insurance products

Transaction Rationale / Details

• Finanzen and its majority shareholder, BlackFin Capital Partners, sought a strategic partner with an international footprint and relevant InsurTech experience to accelerate the Company’s growth

• Company shareholders aimed to realize a valuation reflecting Finanzen‘s strong growth, significant market potential and unique competitive positioning

To

Sold

GCA Advised BlackFin and the

founders

Insurance Segment


P&C


Distribution & CustomerEngagement

22

CASE STUDY: RAKUTEN MAKES TENDER OFFER FOR ASAHI FIRE & MARINE I NSURANCE

GCA acted as exclusive financial advisor to Asahi

GCA Value-Add

• GCA was retained as Asahi’s sell-side advisor in the execution of the transaction

› Positioned Asahi as the right opportunity with which Rakuten could deepen its ecosystem

› Managed a tight transaction timeline while maintaining confidentiality throughout the process

› Supported Asahi throughout deal structuring and negotiations

Background

• Founded in 1951, Asahi is a nonlife insurance company operating in Japan. Asahi Fire also operates a nonlife insurance agency business through its wholly owned subsidiary, Mirai no Hoken Co

• Founded in Tokyo in 1997 as an online marketplace, Rakuten has expanded its unique ecosystem to offer services in e-commerce, fintech, digital content, and communications to more than 1 billion members around the world

Transaction Rationale

• Asahi can build on its solid customer base by incorporating the members of Rakuten and its affiliated stores as new contractors

• Asahi can efficiently and effectively sell insurance products through multiple channels by leveraging Rakuten’s internet sales capabilities

• The acquisition offers tie-ups with companies of the Rakuten Group and enables innovations in Asahi’s traditional insurance products with its internet-based technology

• Since Asahi has many injury insurance practitioners familiar with the target audience, both companies realize synergy through exchange between its human resources and insurance-related businesses, providing a unique and attractive nonlife insurance product lineup

Insurance Segment


P&C


Distribution & CustomerEngagement

Asahi Fire & Marine

Insurance Co.

Tender Offer for

~$412 MM

GCA Advised Asahi (close pending)

23

CASE STUDY: SALE OF RGI TO CORSAIR CAPITAL

GCA acted as exclusive financial advisor to the shareholders of RGI

GCA Value-Add

• GCA was selected as exclusive sell-side financial advisor due to our extensive experience in advising growing and profitable software companies, our expertise within the insurance space, and our broad network of contacts among global tech-focused private equity firms

Background

• RGI is the European market leader in the insurance software vertical, with 200+ installations serving 100+ clients

• RGI offers a state-of-the-art policy administration software suite with multi-country capabilities, suitable for all-tier insurers across verticals

Transaction Details

• Shareholders decided to sell RGI after having successfully completed the acquisition of France-based Kapia Solutions (September 2016), which provided RGI an integrated platform to cover life insurance clients

• RGI shareholders retained GCA to lead a structured sale process

• GCA ran a highly competitive process, approaching a targeted group of tech-focused global financial investors and a limited number of strategic buyers

• GCA supported RGI throughout all transaction phases, setting up all marketing documentation, coordinating business plan and VDD reports preparation, managing an in-depth due diligence process, helping with legal / financing documents, and handling SPA and management incentive plan negotiations

• Corsair Capital emerged as the fastest and most committed bidder

Sold

P&C

Data & Analytics


Insurance Segment


To

GCA Advised RGI Shareholders

Life Health

24

CASE STUDY: SALE OF CONTROLEXPERT TO GENERAL ATLANTIC

GCA acted as exclusive financial advisor to the shareholders of ControlExpert

GCA Value-Add

• GCA was retained as sell-side advisor to provide support in the preparation and execution of the transaction to the Company and its shareholders:

› Channeled strong inbound interest from numerous strategic buyers and financial sponsors

› Managed a tight transaction timeline while maintaining confidentiality throughout the process

› Coordinated due diligence work streams

Background

• ControlExpert is a disruptive technology service provider to the auto insurance industry and Europe’s largest InsurTech company

• The Company serves a broad blue-chip customer base of more than 100 enterprise accounts, including ~90% of all German auto insurances, as well as major leasing/fleet management companies and automotive OEMs

• ControlExpert’s cutting-edge technology allows more efficient organization of a traditionally very lengthy, costly and prone-to-fraud claims handling process

Transaction Details

• ControlExpert sought a strategic partner with an international footprint and relevant industry experience to accelerate its future growth in existing and new markets

• The shareholders were aiming to realize a valuation which reflects ControlExpert‘s strong growth, significant market potential and competitive positioning

• General Atlantic emerged as the preferred potential partner and was able to move swiftly during the due diligence phase

• The transaction was signed in May 2017 and closed June 2017


GCA Advised ControlExpert

Insurance Segment


P&C

Data & Analytics


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