Financial Technology Sector - William Blair › Research-and-Insights › ...Financial Technology Sector – Fourth Quarter 2013 Update 1 The year 2013 will likely prove one remembered

Quarterly UpdateQ4 2013

Financial Technology SectorOverview of Market Activityin the Financial Technology Sector

William Blair’s investment banking group combines significant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and financing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth financing, special situations and restructuring, and general advisory projects. This comprehensive suite of services allows us to be a long-term partner to our clients as they grow and evolve. In 2012, the investment banking group completed 76 merger-and-acquisition transactions worth more than $13.8 billion in value, involving parties in 21 countries and five continents, and was an underwriter on over 20% of all U.S. initial public offerings.

About William Blair Investment Banking

William Blair & Company

Financial Technology Sector – December 2013 Financial Technology Sector – Fourth Quarter 2013 Update 1

Financial Technology Sector – Fourth Quarter 2013 Update

The year 2013 will likely prove one remembered most for strong performance in the equity capital markets with the

S&P and DJIA gaining roughly 25% and 21%, respectively. On the M&A front, the year can be best summarized as the

year of the haves and the have nots. Within the financial technology market in particular, valuation gaps are at an all-

time high—companies with highly differentiated solutions and go-to-market strategies that have proven, strong growth

and profitability are realizing significantly outsized valuation multiples compared with “average” industry participants.

We believe this trend will continue as public market valuations and recent precedent M&A trades have added to a

healthy and frothy M&A environment moving into 2014; we are strongly optimistic that M&A activity within the

financial technology sector will be robust during 2014.

The M&A environment remains active, and aggressive multiples are being realized for truly differentiated

opportunities. Good examples of this year’s “haves” include Digital River’s acquisition of LML Payment Systems,

Ingenico’s acquisition of Ogone, Vantiv’s acquisition of Element, PayPal’s acquisition of Braintree, TSYS’s acquisition of

NetSpend, ACI Worldwide’s acquisition of Official Payments, Davis + Henderson’s acquisition of Harland, NCR’s

acquisition of Digital Insight, and CVC Capital’s acquisition of Skrill. While each of these transactions had distinct

differentiating qualities, all of these targets had similar overarching characteristics, such as high growth; a bend toward

e-commerce and mobile; unique competitive positioning; platform flexibility; and healthy, accelerating profit margins.

More than ever, acquirers are paying outsized valuations for truly differentiated assets.

Private equity firms continue to be highly active within the sector, but they are primarily sellers in this environment

because they are taking advantage of attractive market valuations, and in some cases, quick returns (e.g., NCR

acquisition of Digital Insight).

The U.S. markets remain active and show signs of a continuing bull market with some strategists calling for a further

10% rise in capital market returns during 2014. For the year, the S&P 500 and NASDAQ are up roughly 25% and 33%,

respectively. Many firms are taking advantage of the open markets coupled with the attractive valuations to bolster

their cash war chests and to realize liquidity events for selling shareholders. We are optimistic that the equity capital

markets for both initial public offerings and secondary offerings will remain open and active during 2014.

The financial technology industry continues to be a high-growth sector and one that is undergoing significant

disruption as traditional payments, alternative payment technologies (i.e., mobile) and marketing, data analytics, and

value-added solutions continue to converge. The next several quarters should bring several notable acquisitions as both

strategic and financial buyers continue to invest in growth and look to capitalize on a quickly transforming landscape.

Phil Olson +1 312 364 8798 [email protected]

Note: Market return data as of December 17, 2013


Financial Technology Sector – December 2013 2 William Blair Financial Technology Team Contact Information

William Blair Financial Technology Team Contact Information

Rob Metzger, head of technology and co-head of financial technology, joined the corporate finance department of William Blair & Company in 1999. While at William Blair & Company and in his prior position at ABN AMRO Incorporated, he focused on the corporate finance needs of insurance, financial technology, and specialty finance companies. Mr. Metzger graduated in 1989 with highest honors from the University of Illinois, receiving a B.S. in accountancy. In 1995, he graduated with distinction from Northwestern University’s J.L. Kellogg Graduate School of Management, receiving an M.B.A. in finance and strategy. He is a certified public accountant.

+1 312 364 8517 [email protected]

Dan Daul, managing director and co-head of financial technology, joined the corporate finance department of William Blair & Company in 2004. While at William Blair & Company and in his prior position at Robert W. Baird & Co., Mr. Daul focused on the investment banking needs of financial technology, transaction processing, and IT security companies. Mr. Daul has been involved in more than 50 transactions aggregating more than $5.0 billion in transaction value, with an emphasis on mergers and acquisitions. He graduated in 1991 from the University of Wisconsin with a B.S. degree. In 1997, he graduated from Northwestern University’s J.L. Kellogg Graduate School of Management and received an M.B.A. in finance and strategy.


Phil Olson, director in the financial technology group, joined the corporate finance department of William Blair & Company in 2003. Both at William Blair & Company and in his prior position at Merrill Lynch, he focused on the corporate finance needs of financial technology and financial services companies. Mr. Olson graduated in 2001 with high honors from the University of Illinois with a B.S. in finance. In 2007, he graduated from Northwestern University’s J.L. Kellogg Graduate School of Management with an M.B.A. in finance and entrepreneurship.


Daniel Laszlo, vice president in the financial technology group, joined William Blair & Company in 2011. Previously he worked at GTCR, where he focused on private equity investments in the financial technology and specialty finance sectors. Before GTCR, Mr. Laszlo worked at Goldman Sachs, where he focused on the investment banking needs of a variety of financial services clients. During his career, he has completed more than 15 mergers and acquisitions and debt and equity transactions. Mr. Laszlo holds an M.B.A. in finance and a B.S. in accounting and finance from the Kelley School of Business at Indiana University.



Financial Technology Sector – December 2013 William Blair Industry Events 3

William Blair Industry Events

September 17-18, 2014, Four Seasons Hotel Chicago

17th Annual

Private Equity Conference

50-plus companies expected to participate

More than 600 institutional private equity investors and venture capital investors

Roundtable discussions focused on the following industry sectors and topics:

– Technology

– Financial services

– Business services

– Commercial services

– Consumer and retail

– Healthcare

– Industrials

June 10-12, 2014, Four Seasons Hotel Chicago

34th Annual

Growth Stock Conference

2013 conference highlights:

– 218 companies participated

– More than 905 institutional clients

– More than 4,100 one-on-one meetings arranged

May 15, 2014, Four Seasons Hotel San Francisco

Second Annual Technology Company Growth Conference

78 companies presented in 2013

– Leading late-stage private technology companies

Business development/ financial sponsor invitations:

– Public companies with market cap greater than $1 billion

– Large private companies with revenues greater than $500 million

– Operating (or seeking acquisitions) in technology, financial technology, and/or healthcare IT


Financial Technology Sector – December 2013 4 Spotlight – William Blair Recent M&A Transactions

Spotlight – William Blair Recent M&A Transactions

On September 23, 2013, ACI Worldwide and Official Payments announced that they had entered a definitive transaction agreement; the transaction closed on November 5, 2013

Official Payments has more than 3,000 customers representing access to more than 100 million end-users; it processes roughly 20 million payments and more than $9 billion in volume annually

This transaction represents William Blair’s 102nd financial technology transaction since 2005

William Blair represented LML Payment Systems in connection with its sale to Digital River

This acquisition expands Digital River’s payment offering to smaller retailers beyond its traditional client base while continuing to diversify its global commerce capabilities

This transaction represents William Blair’s 101st financial technology transaction since 2005

William Blair acted as exclusive financial advisor to EVO Payments International in conjunction with its partnership with Madison Dearborn

This transaction rovides growth capital to fund international expansion and additional growth initiatives

EVO serves about 275,000 merchants and processes more than $31 billion in annual payments

This transaction represents William Blair’s 100th financial technology transaction since 2005

William Blair represented Litle & Co. in connection with its sale to Vantiv, Inc.

Litle is a leading e-commerce payment processor

The acquisition enables Vantiv to more fully service its customers and expand its market-leading capabilities to include high-growth e-commerce

This transaction represents William Blair’s 99th financial technology transaction since 2005

William Blair represented Accelerated Payment Technologies, Inc. in connection with its sale to Global Payments Inc.

Landmark transaction in the payments industry: APT is a leader in integrated payment solutions with $8 billion in annual card volume and a network of 700 resellers across a range of markets

This was a highly strategic acquisition for Global Payments given APT’s unique distribution and presence in attractive growth verticals, such as the dental, medical, pharmacy, specialty retail, automotive, and veterinary markets

$148,780,000

has been acquired by

ACI Worldwide, Inc.

November 2013

$102,800,000


Digital River, Inc.

January 2013

$250,000,000

has received an investment from

Madison Dearborn Partners

December 2012

$361,000,000


Vantiv, Inc.

November 2012

$413,000,000


Global Payments Inc.

October 2012


Financial Technology Sector – December 2013 Spotlight – William Blair Recent Public Equity Transactions 5

Spotlight – William Blair Recent Public Equity Transactions

William Blair was a co-manager on the QIWI follow-on offering in October 2013

QIWI is a leading provider of next-generation payment services in Russia and the Commonwealth of Independent States (CIS)

QIWI has deployed more than 11 million virtual wallets and over 169,000 kiosks and terminals, and it has enabled more than 40,000 merchants to accept over RUB 39 billion in cash and electronic payments monthly from more than 65 million consumers using the company’s network at least once a month

William Blair was a co-manager on the Evertec follow-on offering in September 2013

Evertec is the leading full-service transaction processing business in Latin America and the Caribbean

Based in Puerto Rico, Evertec provides a broad range of services across 19 countries in the region

The company processes more than 1.2 billion transactions annually and manages the electronic payment network for more than 4,100 automated teller machines (ATMs) and over 104,000 point-of-sale (POS) payment terminals

William Blair was the lead bookrunner on the WageWorks follow-on offering in August 2013

WageWorks is a leading on-demand provider of tax-advantaged programs for consumer-directed health, commuter, and other employee spending account benefits, or CDBs, in the United States

WageWorks administers and operates a broad array of CDBs, including spending account management programs, such as health and dependent care flexible spending accounts, health savings accounts, health reimbursement arrangements, and commuter benefits

William Blair was the sole bookrunning manager on the Mitek follow-on offering in June 2013

Mitek is a leading mobile imaging software solutions provider

Mitek provides imaging software solutions often embedded in other mobile banking or enterprise applications developed by banks, insurance companies, or their partners and marketed under their own proprietary brands

New products positioned to diversify revenue stream and enhance visibility

William Blair underwrote a $190 million convertible bond for Bottomline Technologies in December 2012

Bottomline Technologies provides cloud-based payment, invoice, and banking solutions to corporations, insurance companies, financial institutions, and banks worldwide

Its solutions are used to streamline, automate, and manage processes and transactions involving global payments, invoice receipt and approval, collections, cash and document management, risk mitigation, reporting, and document archiving

$287,540,153

Follow-on Offering

October 2013

$517,500,000

Follow-on Offering

September 2013

$138,076,762

Follow-on Offering

August 2013

$17,249,993

Confidentially Marketed Follow-on Offering

June 2013

$189,750,000

Convertible Note Offering

December 2012


Financial Technology Sector – December 2013 6 Recent William Blair & Company Financial Technology Transactions

Recent William Blair & Company Financial Technology Transactions

Financial Technology M&A

Financial Technology Public Equity

$148,780,000


ACI Worldwide, Inc.

November 2013

$102,800,000


Digital River, Inc.

January 2013

$250,000,000

has received aninvestment from

Madison Dearborn Partners

December 2012

$361,000,000


Vantiv, Inc.

November 2012

$130,000,000


Seven Bank, LTD

October 2012

$413,000,000



October 2012

Not Disclosed

has merged with

BenefitMall

May 2012

$186,000,000


LifeLock, Inc.

March 2012

$115,000,000


Paychex, Inc.

February 2011

$120,500,000


Spectrum Equity Investors

December 2010

$150,000,000


American Express

November 2010

$64,300,000


Equifax, Inc.

October 2010

ENABLING TRUSTED ACCESS

Not Disclosed


Euronet Worldwide Inc.

August 2010

$300,000,000


Jack Henry & Associates

June 2010

Not Disclosed



September 2009

$50,000,000

Follow-on Offering

On File

$169,708,412

Follow-on Offering

October 2013

$287,540,153

Follow-on Offering

October 2013

$517,500,000

Follow-on Offering

September 2013

$138,076,762

Follow-on Offering

August 2013

$17,249,993


June 2013

$165,000,000

Convertible Note Offering

December 2012

$308,012,550

Follow-on Offering

August 2012

$150,312,500

Follow-on Offering

November 2011

$212,960,000

Follow-on Offering

February 2011

$234,481,000

Initial Public Offering

October 2010

$124,200,000


June 2010

$60,900,000


June 2010

$96,600,000

Follow-on Offering

March 2010

$139,725,000


August 2005


Financial Technology Sector – December 2013 Relevant Financial Technology Research Coverage 7

Relevant Financial Technology Research Coverage

Robert Napoli joined William Blair in 2011 and specializes in the financial technology industry. Previously, Mr. Napoli worked at Piper Jaffray as an equity analyst covering technology and financial services companies. Mr. Napoli received his B.S. degree in finance and accounting from Indiana University of Pennsylvania and an M.B.A. from the University of Pittsburgh.

Christopher Shutler, CFA, joined William Blair in 2007 and specializes in the financial technology industry. Previously, Mr. Shutler worked at Credit Suisse as an associate analyst covering educational and business services companies. Mr. Shutler received his B.B.A. degree in finance and business economics from the University of Notre Dame.

Euronet


Financial Technology Sector – December 2013 8 Update on Financial Technology and Payments Landscape

Update on Financial Technology and Payments Landscape

Card Networks

Market Valuations (EBITDA) Observations:

Continuing to diversify from core business and affect other markets (acquiring, mobile, e-commerce)

Looking to leverage their networks in the nontraditional channels

Adjusting pricing strategies in the United States related to the implementation of the Durbin amendment

Investing heavily in mobile, prepaid, and international

Mobile wallets (V.Me, MasterPass, Serve, Google, PayPal) are battling for consumer attention

Faster growth outside the United States

Multi-decade secular growth opportunity

Remaining acquisitive

FY1: 16.0x-18.0x

FY2: 14.0x-15.0x

Money Transfer


Traditional retail-based business under pressure; increased regulatory scrutiny

New technologies are emerging; XOOM went public

Growth of global remittances forecast to grow more than 5% by World Bank

Diversifying products focused on underbanked consumer and underserved businesses

Globalization trend remains a positive for the industry

FY1: 7.5x-8.5x

FY2: 7.0x-8.0x

Financial Institution Processing


Significant shift in mortgage processing toward purchase mortgages given significant decline in refinancing volumes will create more competition and market share battles, amplified by implementation of CFPB rules in first quarter 2014 and risk of noncompliance in mortgage underwriting

Dodd-Frank regulations also creating significant data/compliance needs for mortgage originators

FY1: 9.5x-10.5x

FY2: 8.5x-9.5x

https://www.xoom.com/














Financial Technology Sector – December 2013 Update on Financial Technology and Payments Landscape 9

Bank Functionality


Fully consolidated (especially with ACI/S1 transaction and the proposed ACI/Online Resources acquisition)

Focus will be on penetration of the financial institution base, building out biller networks, and acquiring new technology that improves the customer experience (e.g., mobile capture) or increases revenue (e.g., real-time bill-pay and person-to-person payments)

Secular tailwinds support the transition from manual-based technology to automated invoicing, payments/remittance, settlement, and reconciliation providers (preferably SaaS providers)

Many banks are due for a refresh of their online banking capabilities

FY1: 9.5x-10.5x

FY2: 8.5x-9.5x

Merchant Acquiring


Value is primarily being driven by unique distribution and technology

Large players seeking growth and scale internationally and in e-commerce through consolidation—recent flurry of sale processes

Durbin amendment helping drive incremental near-term profitability

Market is paying increasing attention to PayPal, Square, and Intuit’s GoPayment, among others

FY1: 8.0x-9.0x

FY2: 7.5x-8.5x

Fleet Processing


Consolidated market with just a handful of key participants—high barriers to entry (WEX acquired Fleet One in second half 2012)

Focused on growth outside the United States by acquiring platform companies or keystone clients

Move to outsourcing by major oil companies likely outside the United States

Business model is highly attractive with strong recurring revenue and very attractive EBITDA margins

Augmenting growth by offering payment solutions to other industries, such as healthcare, education, and online travel

FY1: 12.5x-13.5x

FY2: 11.5x-12.5x

http://www.wexinc.com/












ATM Processing/ Payment Enablers


Mature and steady—growth will primarily come from market share gains in the United States and overseas expansion

Adding ancillary services organically and growing through acquisition (e.g., Cardtronics’ recent purchase of the assets of Merrimak ATM Group)

Consolidation accelerating in United States, focus on global expansion; recent entry of Seven Bank will provide increased competition

Mobile payments/alternative payments are potential long-term threats to cash-dependent business models

Recent IPO of QIWI, a leading enabler of electronic payments in Russia

FY1: 8.5x-9.5x

FY2: 8.0x-8.5x

E-commerce


Continues to grow as a percentage of total retail spending and is growing about 15% per year

Online/mobile wallet is the buzz

Mobile wallets developed by PayPal, Visa, American Express, and Google will be battling for consumer attention

Buzz around Google’s recently announced partnership with Braintree

Heavy investment in loyalty-related payment programs by American Express and Alliance Data Systems

FY1: 11.0x-12.0x

FY2: 10.0x-11.0x

Prepaid

/


Remains one of the fastest-growth segments within payments, but valuations have recently come under pressure

Current macro environment is favorable for prepaid providers

New entrants, industry is becoming more competitive (American Express recently entered Wal-Mart with Bluebird, a low-fee prepaid product)

Highly fragmented—consolidation still occurring; TSYS purchasing NetSpend

Wheels in motion for regulation to increase; will likely result in enhanced transparency for the consumer

FY1: 9.5x-10.5x

FY2: 8.0x-9.0x

(1) Digital River provides a range of solutions (e.g., payments and e-commerce)

(1)


Financial Technology Sector – December 2013 Update on Financial Technology and Payments Landscape 11

Mobile Payments


Smartphones will be about 50% of the handset shipment by 2014

Technology is rapidly adopting mobile POS solutions and geolocation-based couponing/ads

Many new technologies and strategies emerging, long-term winners still difficult to determine

Acceleration in partnerships driven by technology Visa/Monitise, FIS/Monitise, FIS/Banks/Fiserv/Mitek

Land-grab strategy—near-term focus is on customer acquisition

FY1: 11.0x-12.0x

FY2: 10.0x-11.0x

Data/Analytics


Continuing consolidation trend to offset costs of compliance and regulatory creep, particularly in residential real estate and mortgage

Expecting a significant opportunity in real estate/mortgage to provide analytics around residential mortgages as the market moves from taxpayer-supported industry to a mix of private capital and GSEs (private capital will require lots of data and want to do analytics on residential mortgage portfolios, especially if there is a return to securitization

Growing opportunity for data/analytics in the commercial mortgage/loan/etc. space as the CMBS market heats up as a source of financing

Significant focus on providing platforms around data, not just data, especially for the midmarket that cannot afford customized solutions

Focus on the P&C insurance market, connecting real estate to consumers to underwriting

FY1: 10.0x-10.5x

FY2: 9.5x-10.0x



Security


$45 million prepaid debit card cyber heist from BankMuscat and enStage, Inc. highlights vulnerabilities in the banking/prepaid card system

Highly attractive multiples seen in the market—Sourcefire being acquired by Cisco for 10 times TTM revenue (35 times 2014 free cash flow)

Tighter compliance regulations and increasing awareness of network breaches driving higher demand

Sophistication of attacks driving increased spending and support for innovation in earlier-stage companies

Changes in traditional IT infrastructure, such as cloud, mobile, BYOD, and virtualization, is creating new opportunities in the security space

FY1: 10.5x-11.5x

FY2: 10.0x-11.0x

Payroll/HR


Focus on new technology and expanding product offering, especially for cloud- and SaaS-related products

Still highly fragmented market undergoing consolidation—macro environment is modest impediment to new client growth and interest rates remain a drag on profit margins, but those factors should eventually reverse

Focus on providing add-on offerings to core payroll product (e.g., insurance, screening, and HR management)

FY1: 11.0x-13.0x

FY2: 10.0x-12.0x

Investment Services Software/ Technology


Technology driving growth of personalized investment advice for the masses

Financial software remains under pressure; however, the sector will benefit from increased investment in Basel I/II and Dodd-Frank initiatives

Move from defined benefit to defined contribution for retirement plans opens up management opportunities

Wealth management industry trends include independent advice, fee-based compensation, open architecture, and the fiduciary standard of care

Regulatory tailwind for independent investment advice to defined-contribution plans

FY1: 11.0x-12.0x

FY2: 10.0x-11.0x


Financial Technology Sector – December 2013 Financial Technology Sector Market Analysis 13

Financial Technology Sector Market Analysis

Sector Analysis

LTM Price Performance and 2013E P/E

($ in millions)

Company Market Cap LTM Price Performance P/E 2013E

ATM Processing/Payment Enablers

NCR Corp. $5,815.7 46.1% 12.5x

MICROS Systems, Inc. $4,044.2 23.6% 22.7x

Ingenico SA $3,951.6 40.6% 20.6x

VeriFone Systems, Inc. $2,797.6 (15.7%) 20.8x

Qiwi plc $2,437.1 NA 38.4x

Diebold, Incorporated $2,178.8 14.1% 25.1x

Cardtronics Inc. $1,916.8 85.7% 22.3x

PayPoint plc $1,181.1 29.3% 21.3x

DirectCash Payments Inc. $322.3 (23.1%) NMF

Sector Median $2,437.1 26.4% 21.8x

Bank Technology

Fidelity National Information Services, Inc. $14,754.6 40.4% 17.8x

Fiserv, Inc. $14,172.4 42.7% 18.3x

Jack Henry & Associates Inc. $4,858.5 46.1% 25.1x

Lender Processing Services, Inc. $2,999.1 41.3% 15.1x

ACI Worldwide, Inc. $2,487.4 49.7% 25.3x

Temenos Group AG $1,834.8 56.1% 23.2x

Monitise plc $1,451.1 73.8% NMF

Bottomline Technologies (de), Inc. $1,271.9 41.0% 30.2x

Ellie Mae, Inc. $775.4 13.6% 28.6x

Sector Median $2,487.4 42.7% 24.2x

BPO

Tata Consultancy Services Limited $62,924.1 32.8% 23.1x

Infosys Ltd. $30,708.3 19.7% 19.0x

Wipro Ltd. $18,481.0 4.2% 16.3x

HCL Technologies Ltd. $12,166.5 44.3% 15.2x

Genpact Ltd. $4,120.3 11.5% 15.8x

Convergys Corporation $2,087.2 31.5% 18.6x

TeleTech Holdings Inc. $1,294.9 50.9% 17.9x

WNS (Holdings) Ltd. $1,021.0 88.3% 15.8x

Digital River Inc. $597.4 22.3% 31.3x

Mitek Systems, Inc. $212.2 193.7% NMF

Sector Median $3,103.7 32.1% 17.9x

Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 1, 2013


Financial Technology Sector – December 2013 14 Financial Technology Sector Market Analysis

LTM Price Performance & 2013E P/E (cont.)

($ in millions)


Card Networks

Visa Inc. $129,512.2 35.9% 26.1x

American Express Company $91,915.1 53.5% 17.4x

MasterCard Incorporated $91,584.5 55.7% 28.9x

Discover Financial Services $25,415.6 28.1% 10.8x

Sector Median $91,749.8 44.7% 21.7x

Data/Analytics

Thomson Reuters Corporation $30,905.1 35.7% 20.6x

McGraw Hill Financial, Inc. $20,174.6 40.3% 22.6x

Experian plc $18,468.6 11.0% 20.6x

Moody's Corporation $16,052.9 53.6% 21.0x

Equifax Inc. $8,193.1 31.4% 18.7x

IHS Inc. $7,688.3 24.2% 23.3x

MSCI Inc. $5,256.0 53.1% 20.4x

FactSet Research Systems Inc. $4,870.9 22.3% 21.8x

Dun & Bradstreet Corp. $4,459.0 47.6% 15.2x

Morningstar Inc. $3,832.9 30.7% 30.4x

CoreLogic, Inc. $3,301.8 36.3% 19.2x

Acxiom Corporation $2,499.9 88.1% 44.4x

Fair Isaac Corporation $2,039.8 37.8% 18.1x

F. Marc de Lacharrière (Fimalac) Société Anonyme $1,694.2 40.6% 17.0x

Harte-Hanks Inc. $497.9 50.5% 15.8x

Intersections Inc. $140.1 (16.1%) 17.9x

Sector Median $4,664.9 37.1% 20.5x

Fleet Processing/Technology

FleetCor Technologies, Inc. $10,016.2 133.3% 30.2x

WEX Inc. $3,858.8 37.9% 22.4x

Sector Median $6,937.5 85.6% 26.3x

Investment Services Software & Technology

SEI Investments Co. $5,729.0 52.6% 24.4x

Computershare Limited $5,527.8 9.6% 17.6x

Broadridge Financial Solutions, Inc. $4,546.8 61.6% 17.6x

TIBCO Software Inc. $3,966.1 (3.5%) 23.3x

DST Systems Inc. $3,723.6 53.2% 19.6x

SS&C Technologies Holdings, Inc. $3,544.9 82.7% 22.0x

Financial Engines, Inc. $3,415.2 158.4% NMF

Advent Software, Inc. $1,793.8 57.9% 27.2x

Envestnet, Inc. $1,343.6 186.0% 72.3x

Fidessa group plc $1,296.8 52.3% 25.9x

Linedata Services SA $232.7 95.3% 10.5x

Sector Median $3,544.9 57.9% 22.6x




LTM Price Performance & 2013E P/E (cont.)

($ in millions)


Money Transfer

The Western Union Company $9,206.0 32.2% 11.5x

Moneygram International Inc. $1,222.4 75.6% 16.8x

Sector Median $5,214.2 53.9% 14.2x

Payment Processing

Cielo SA $22,791.4 31.9% 19.8x

Alliance Data Systems Corporation $11,801.2 70.0% 24.6x

Total System Services, Inc. $5,892.7 41.5% 18.2x

Global Payments Inc. $4,595.7 43.6% 16.3x

Vantiv, Inc. $4,401.2 39.8% 19.6x

Wirecard AG $4,205.4 52.5% 36.6x

Euronet Worldwide Inc. $2,435.5 117.7% 24.8x

EVERTEC, Inc. $1,808.4 NA 15.2x

Heartland Payment Systems, Inc. $1,656.1 51.6% 20.0x

Optimal Payments Plc $822.1 212.4% 24.6x

Global Cash Access Holdings, Inc. $638.3 23.9% 12.6x

Net 1 Ueps Technologies Inc. $370.2 5.4% 8.1x

Sector Median $3,320.4 43.6% 19.7x

Payroll/HR

Automatic Data Processing, Inc. $38,523.6 41.0% 26.8x

Paychex, Inc. $15,970.0 34.4% 27.3x

Towers Watson & Co. $7,985.8 112.9% 19.3x

The Ultimate Software Group, Inc. $4,375.9 65.8% NMF

WageWorks, Inc. $1,982.2 210.2% NMF

Insperity, Inc. $901.3 16.7% 25.5x

Sector Median $6,180.8 53.4% 26.2x

Prepaid

Green Dot Corporation $905.9 95.1% 20.3x

Higher One Holdings, Inc. $459.1 11.3% 17.9x

Sector Median $682.5 53.2% 19.1x

Security

Symantec Corporation $15,653.8 19.9% 12.5x

CA Technologies $14,892.0 48.9% 10.9x

Check Point Software Technologies Ltd. $12,151.5 34.0% 18.2x

Trend Micro Inc. $5,199.0 50.3% NA

Fortinet Inc. $2,795.2 (14.4%) 37.1x

Imperva Inc. $1,122.8 46.2% NMF

Sector Median $8,675.3 40.1% 15.3x




Index Price Performance Price by Sector (Market Value Weighted)

3 Months

1 Year

3 Years

Note: Sector indices are market capitalization weighted Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 1, 2013

9.9%

7.3%

4.9%

2.7% 1.8% 1.7% 1.7% 1.7%

1.0% 0.7% 0.5%

(1.9%)

FleetProcessing /Technology

Prepaid CardNetworks

Payroll / HR InvestmentServices

Software &Technology

PaymentProcessing

ATMProcessing /

PaymentEnablers

BankTechnology

Data /Analytics

BPO Security MoneyTransfer

53.4%

33.5%

11.4% 9.0%

5.4% 4.5% 4.0% 4.8% 2.2% 2.7%

5.6%

18.6%





PaymentProcessing

ATMProcessing /

PaymentEnablers

BankTechnology

Data /Analytics


124.2%

(28.7%)

40.1%

16.7% 7.5% 14.7% 10.9% 10.6% 4.3% 2.0% 6.8%

(3.1%)





PaymentProcessing

ATMProcessing /

PaymentEnablers

BankTechnology

Data /Analytics




Financial Technology Sector Market Analysis

Public Comparable Analysis

ATM Processing/Payment Enablers

($ in millions) Enterprise Value/Revenue Enterprise Value/EBITDA Price/Earnings Ratio

PEG Ratio

Public Company Stock Price 12/01/13

Change Since 52-Wk High

Market Cap.

Enterprise Value LTM(1) 2013E 2014P LTM(1) 2013E 2014P LTM(1) 2013E 2014P

LT Growth Rate 2013E

NCR Corp. $34.95 19.1% $5,815.7 $7,648.7 1.25x 1.23x 1.16x 13.3x 9.0x 8.0x 26.9x 12.5x 11.2x 13.2% 1.0x

MICROS Systems, Inc. $53.72 3.4% $4,044.2 $3,607.6 2.81x 2.80x 2.68x 14.2x 13.2x 11.7x 28.7x 22.7x 20.1x 17.0% 1.3x

Ingenico SA(2) $74.89 5.6% $3,951.6 $4,493.4 2.62x 2.38x 2.18x 13.1x 12.1x 10.7x 25.4x 20.6x 17.5x 19.0% 1.1x

VeriFone Systems, Inc. (3) $25.61 41.1% $2,797.6 $3,644.8 2.08x 2.15x 1.98x 11.9x 12.3x 10.6x NMF 20.8x 14.8x 5.0% 4.2x

Qiwi plc $46.78 8.3% $2,437.1 $2,258.0 6.66x 12.13x 10.19x NMF NMF 20.7x 52.5x 38.4x 30.3x 27.9% 1.4x

Diebold, Incorporated $34.13 3.7% $2,178.8 $2,582.3 0.89x 0.91x 0.88x 12.5x 12.1x 11.1x 26.4x 25.1x 19.0x 10.0% 2.5x

Cardtronics Inc. $42.59 3.5% $1,916.8 $2,433.5 2.92x 2.80x 2.45x 12.7x 11.0x 9.9x 35.4x 22.3x 18.9x 15.0% 1.5x

PayPoint plc $17.39 14.7% $1,181.1 $1,142.8 3.38x 3.21x 3.03x 14.5x 14.1x 13.2x 26.3x 21.3x 19.3x 11.3% 1.9x

DirectCash Payments Inc.

$18.40 42.6% $322.3 $484.8 2.07x 2.13x 1.90x 7.3x 7.8x 6.7x NMF NMF NMF NA NA

Mean $38.72 15.8% $2,738.3 $3,144.0 2.74x 3.30x 2.94x 12.4x 11.4x 11.4x 31.7x 23.0x 18.9x 14.8% 1.8x

Median $34.95 8.3% $2,437.1 $2,582.3 2.62x 2.38x 2.18x 12.9x 12.1x 10.7x 26.9x 21.8x 19.0x 14.1% 1.4x

Bank Technology

($ in millions) Enterprise Value/Revenue Enterprise Value/EBITDA Price / Earnings Ratio

PEG Ratio



Market Cap.



Fidelity National Information Services, Inc.

$50.68 1.6% $14,754.6 $18,925.3 3.16x 3.12x 2.97x 12.4x 10.2x 9.7x 25.9x 17.8x 16.1x 11.8% 1.5x

Fiserv, Inc. $109.89 5.9% $14,172.4 $17,782.4 3.75x 3.70x 3.53x 12.9x 11.5x 10.6x 24.8x 18.3x 16.5x 12.5% 1.5x

Jack Henry & Associates Inc.

$56.77 1.3% $4,858.5 $4,694.7 4.07x 3.98x 3.67x 12.5x 11.8x 11.0x 29.1x 25.1x 22.9x 11.7% 2.2x

Lender Processing Services, Inc.(4)

$35.11 0.5% $2,999.1 $3,869.1 2.08x 2.17x 2.29x 11.7x 8.5x 8.6x 23.2x 15.1x 15.7x 9.0% 1.7x

ACI Worldwide, Inc. $64.53 1.2% $2,487.4 $3,085.2 3.83x 3.49x 2.88x 15.7x 12.3x 10.1x 35.0x 25.3x 20.2x 16.0% 1.6x

Temenos Group AG $26.54 7.7% $1,834.8 $2,033.1 4.45x 4.34x 4.02x 22.1x 14.6x 12.8x 42.7x 23.2x 19.9x 25.4% 0.9x

Monitise plc(2) $0.88 17.6% $1,451.1 $1,321.0 11.94x 8.69x 5.92x NMF NMF NMF NMF NMF NMF NA NA

Bottomline Technologies (de), Inc.

$34.57 6.0% $1,271.9 $1,239.4 4.76x 4.59x 3.87x NMF 20.9x 18.0x NMF 30.2x 24.6x 18.8% 1.6x

Ellie Mae, Inc. $28.20 17.9% $775.4 $753.8 5.89x 5.89x 5.03x NMF 19.4x 16.3x 52.2x 28.6x 26.0x 19.7% 1.5x

Mean $45.24 6.6% $4,956.1 $5,967.1 4.88x 4.44x 3.80x 14.6x 13.6x 12.1x 33.3x 23.0x 20.2x 15.6% 1.5x


(1) LTM as of September 30, 2013 or as otherwise indicated (2) LTM as of June 30, 2013 (3) LTM as of July 3, 2013 (4) Announced strategic acquisition by Fidelity National Financial Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 1, 2013



BPO


PEG Ratio



Market Cap.

Enterprise Value LTM(1) 2013E 2014P LTM(1) 2013E 2014P LTM (1) 2013E 2014P


Tata Consultancy Services Limited

$32.13 12.6% $62,924.1 $62,220.3 5.45x 5.00x 4.23x 18.4x 16.8x 14.4x 30.6x 23.1x 18.7x 22.6% 1.0x

Infosys Ltd. $53.74 2.8% $30,708.3 $27,107.3 3.43x 3.51x 3.21x 12.9x 13.7x 12.3x 21.5x 19.0x 17.2x 12.7% 1.5x

Wipro Ltd. $7.55 10.3% $18,481.0 $18,060.6 2.86x 2.73x 2.45x 13.7x 12.7x 11.6x 22.2x 16.3x 14.4x 14.5% 1.1x

HCL Technologies Ltd. $17.41 8.3% $12,166.5 $12,249.2 2.88x 2.57x 2.27x 12.7x 10.6x 9.8x 21.2x 15.2x 14.1x 23.1% 0.7x

Genpact Ltd. $17.90 19.0% $4,120.3 $4,303.9 2.07x 2.02x 1.82x 11.2x 11.3x 10.3x 20.9x 15.8x 15.6x 14.6% 1.1x

Convergys Corporation $20.52 1.3% $2,087.2 $1,622.4 0.80x 0.79x 0.76x 7.1x 6.7x 6.2x 25.8x 18.6x 17.3x 11.1% 1.7x

TeleTech Holdings Inc. $25.68 5.4% $1,294.9 $1,279.1 1.09x 1.09x 1.02x 8.8x 8.7x 7.7x 22.9x 17.9x 15.5x 12.0% 1.5x

WNS (Holdings) Ltd. $20.02 12.9% $1,021.0 $1,082.3 2.23x 2.34x 2.11x 13.1x 12.3x 10.6x 41.1x 15.8x 13.7x 20.0% 0.8x

Digital River Inc.(2) $17.87 13.5% $597.4 $443.9 1.10x 1.13x 1.16x 19.7x 13.6x 9.4x NMF 31.3x 32.7x 10.0% 3.1x

Mitek Systems, Inc. $6.99 10.3% $212.2 $188.9 12.76x 12.12x 9.83x NMF NMF NA NMF NMF NMF 25.0% NA

Mean $21.98 9.7% $13,361.3 $12,855.8 3.47x 3.33x 2.89x 13.1x 11.8x 10.3x 25.8x 19.2x 17.7x 16.6% 1.4x


Card Networks


PEG Ratio



Market Cap.



Visa Inc. $203.46 0.9% $129,512.2 $127,326.2 10.81x 10.55x 9.53x 17.1x 16.2x 14.3x 29.2x 26.1x 22.0x 18.7% 1.4x

American Express Company

$85.80 0.5% $91,915.1 $125,768.1 4.14x 3.81x 3.62x NMF NMF NMF 20.7x 17.4x 15.9x 11.5% 1.5x

MasterCard Incorporated

$760.81 0.6% $91,584.5 $88,182.5 10.87x 10.42x 9.30x 18.6x 18.0x 15.7x 32.9x 28.9x 24.6x 17.9% 1.6x

Discover Financial Services(3)

$53.30 2.2% $25,415.6 $42,067.6 6.18x 5.13x 4.98x NMF NMF NMF 10.9x 10.8x 10.5x 10.7% 1.0x

Mean $275.84 1.0% $84,606.8 $95,836.1 8.00x 7.48x 6.86x 17.8x 17.1x 15.0x 23.4x 20.8x 18.2x 14.7% 1.4x


(1) LTM as of September 30, 2013 or as otherwise indicated (2) eCommerce company provides a range of solutions (i.e. payments, eCommerce, etc.) (3) LTM as of November 30, 2012. Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 1, 2013



Data/Analytics


PEG Ratio



Market Cap.



Thomson Reuters Corporation

$37.36 2.6% $30,905.1 $37,693.1 2.91x 2.99x 2.93x 13.1x 11.4x 10.5x 39.0x 20.6x 18.3x 7.0% 3.0x

McGraw Hill Financial, Inc.

$74.50 1.8% $20,174.6 $20,244.6 4.17x 4.17x 3.94x 11.6x 11.4x 10.4x 23.6x 22.6x 20.1x 17.2% 1.3x

Experian plc $18.46 14.5% $18,468.6 $21,826.6 4.56x 4.47x 4.17x 13.3x 13.1x 12.2x 30.4x 20.6x 18.7x 11.9% 1.7x

Moody's Corporation $74.63 1.7% $16,052.9 $16,408.3 5.57x 5.59x 5.24x 12.6x 12.2x 11.3x 24.1x 21.0x 19.1x 13.5% 1.6x

Equifax Inc. $67.33 1.4% $8,193.1 $9,524.8 4.06x 4.13x 3.90x 12.8x 11.8x 11.2x 26.8x 18.7x 17.2x 11.3% 1.7x

IHS Inc.(2) $114.43 2.8% $7,688.3 $9,727.1 5.74x 5.36x 4.45x NMF 17.8x 14.1x 62.1x 23.3x 20.2x 14.6% 1.6x

MSCI Inc. $44.39 1.1% $5,256.0 $5,779.6 5.69x 5.63x 5.31x 12.7x 12.8x 12.0x 24.6x 20.4x 18.6x 12.0% 1.7x

FactSet Research Systems Inc.(3)

$113.00 2.1% $4,870.9 $4,674.2 5.45x 5.37x 5.02x 14.4x 14.1x 13.3x 27.4x 21.8x 20.5x 11.4% 1.9x

Dun & Bradstreet Corp. $116.85 0.7% $4,459.0 $5,705.9 3.48x 3.46x 3.39x 12.4x 10.1x 9.8x 19.1x 15.2x 14.1x 8.0% 1.9x

Morningstar Inc. $83.41 3.1% $3,832.9 $3,657.1 5.31x 5.22x 4.78x 17.1x 16.5x 14.2x 36.3x 30.4x 26.2x 15.0% 2.0x

CoreLogic, Inc. $35.23 0.9% $3,301.8 $3,971.1 2.42x 2.47x 2.46x 10.7x 8.5x 8.4x 23.5x 19.2x 18.4x 8.9% 2.2x

Acxiom Corporation $33.28 3.3% $2,499.9 $2,527.1 2.31x 2.31x 2.32x 13.3x 12.4x 11.1x 43.2x 44.4x 39.9x 12.1% 3.7x

Fair Isaac Corporation $59.01 1.1% $2,039.8 $2,426.6 3.26x 3.24x 3.10x 12.2x 12.2x 12.1x 24.6x 18.1x 17.7x 13.3% 1.4x

F. Marc de Lacharrière (Fimalac) Société Anonyme(4)

$62.19 2.6% $1,694.2 $1,871.6 42.19x 26.97x 20.84x NMF NMF NMF NMF 17.0x 15.2x NA NA

Harte-Hanks Inc. $7.96 27.1% $497.9 $522.2 0.69x 0.84x 0.93x 6.5x 7.2x 6.9x 14.4x 15.8x 15.0x (5.9%) NMF

Intersections Inc. $7.74 43.4% $140.1 $121.2 0.37x 0.39x 0.38x 4.6x NA NA 16.1x 17.9x 22.8x NA NA

Mean $59.36 6.9% $8,129.7 $9,167.6 6.14x 5.16x 4.57x 12.0x 12.2x 11.2x 29.0x 21.7x 20.1x 10.7% 2.0x


Fleet Processing/Technology


PEG Ratio


Change Since 52 WK High

Market Cap.



FleetCor Technologies, Inc.

$121.78 0.8% $10,016.2 $10,804.4 12.83x 12.27x 9.82x 22.9x 21.3x 16.9x 39.5x 30.2x 24.6x 17.7% 1.7x

WEX Inc. $99.26 2.3% $3,858.8 $4,182.9 5.94x 5.87x 5.37x 14.2x 12.8x 11.8x 27.2x 22.4x 20.0x 14.2% 1.6x

Mean $110.52 1.6% $6,937.5 $7,493.7 9.38x 9.07x 7.60x 18.6x 17.0x 14.3x 33.4x 26.3x 22.3x 15.9% 1.6x


(1) LTM as of September 30, 2013 or as otherwise indicated (2) LTM as of August 31, 2013 (3) LTM as of November 30, 2013 (4) LTM as of December 31, 2012 Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 1, 2013



Investment Services Software & Technology


PEG Ratio



Market Cap.



SEI Investments Co. $33.58 2.4% $5,729.0 $5,201.8 4.78x 4.68x 4.24x 20.1x 13.2x 11.3x 26.6x 24.4x 20.3x 14.9% 1.6x

Computershare Limited(2)

$9.94 4.7% $5,527.8 $6,796.2 3.37x 3.35x 3.27x 17.9x 12.8x 11.8x 51.2x 17.6x 16.4x 13.5% 1.3x

Broadridge Financial Solutions, Inc.

$38.15 5.8% $4,546.8 $4,887.7 1.97x 1.95x 1.88x 9.9x 9.6x 9.2x 19.2x 17.6x 17.7x 10.5% 1.7x

TIBCO Software Inc.(3) $24.17 12.3% $3,966.1 $3,837.0 3.65x 3.60x 3.30x 19.7x 13.6x 11.8x 49.9x 23.3x 19.8x 13.5% 1.7x

DST Systems Inc. $88.30 0.7% $3,723.6 $4,427.1 1.67x 2.26x 2.22x 10.8x 9.7x 9.2x 18.8x 19.6x 17.2x 10.0% 2.0x

SS&C Technologies Holdings, Inc.

$43.11 1.2% $3,544.9 $4,299.5 6.13x 6.03x 5.56x 15.5x 14.8x 13.5x 37.7x 22.0x 19.7x 14.8% 1.5x

Financial Engines, Inc. $67.75 1.8% $3,415.2 $3,273.3 14.54x 13.65x 11.39x NMF NMF NMF NMF NMF 72.8x 35.0% NA

Advent Software, Inc. $35.15 3.0% $1,793.8 $2,102.5 5.57x 5.51x 5.18x NMF 19.8x 15.9x 59.9x 27.2x 25.5x 16.0% 1.7x

Envestnet, Inc. $39.75 3.4% $1,343.6 $1,306.9 6.15x 5.40x 3.92x NMF NMF 24.2x NMF 72.3x 52.5x 28.4% 2.5x

Fidessa group plc(2) $34.61 5.4% $1,296.8 $1,220.4 2.90x 2.65x 2.54x 14.7x 9.4x 8.9x 33.0x 25.9x 24.0x 9.1% 2.9x

Linedata Services SA(2) $30.56 3.1% $232.7 $296.1 1.50x 1.33x 1.26x 6.1x 5.3x 5.1x 10.3x 10.5x 9.9x 5.7% 1.8x

Mean $40.46 4.0% $3,192.8 $3,422.6 4.75x 4.58x 4.07x 14.3x 12.0x 12.1x 34.1x 26.0x 26.9x 15.6% 1.9x


Money Transfer


PEG Ratio



Market Cap.



The Western Union Company

$16.67 17.0% $9,206.0 $11,438.1 2.06x 2.06x 2.00x 7.6x 8.2x 8.1x 14.3x 11.5x 11.4x 6.6% 1.8x

Moneygram International Inc.

$21.09 18.0% $1,222.4 $2,067.4 1.43x 1.40x 1.30x 5.2x 7.0x 6.6x 9.3x 16.8x 14.5x 13.6% 1.2x

Mean $18.88 17.5% $5,214.2 $6,752.8 1.75x 1.73x 1.65x 6.4x 7.6x 7.4x 11.8x 14.2x 12.9x 10.1% 1.5x


(1) LTM as of September 30, 2013 or as otherwise indicated (2) LTM as of June 30, 2013 (3) LTM as of August 31, 2013 Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 1, 2013



Payment Processing


PEG Ratio



Market Cap.



Cielo SA $29.01 1.8% $22,791.4 $23,652.5 8.04x 7.56x 6.86x 15.1x 13.7x 12.4x 20.5x 19.8x 17.2x 7.3% 2.7x

Alliance Data Systems Corporation

$242.26 4.8% $11,801.2 $19,992.9 4.82x 4.64x 4.20x 16.1x 14.6x 13.0x 25.6x 24.6x 20.1x 15.2% 1.6x

Total System Services, Inc.

$31.05 1.5% $5,892.7 $7,110.9 3.54x 3.35x 2.81x 15.1x 11.4x 9.3x 24.9x 18.2x 15.3x 11.5% 1.6x

Global Payments Inc.(2) $63.05 2.2% $4,595.7 $5,408.5 2.24x 2.21x 2.06x 10.5x 10.8x 9.8x 23.0x 16.3x 14.8x 11.0% 1.5x

Vantiv, Inc. $30.30 2.6% $4,401.2 $6,368.7 5.61x 5.45x 4.95x 12.0x 10.9x 9.8x 36.2x 19.6x 16.4x 15.0% 1.3x

Wirecard AG $37.48 5.3% $4,205.4 $3,956.1 6.15x 6.08x 5.10x 24.9x 23.4x 18.8x 51.6x 36.6x 28.8x 22.0% 1.7x

Euronet Worldwide Inc. $48.45 1.1% $2,435.5 $2,444.2 1.76x 1.72x 1.58x 14.0x 12.3x 10.7x 37.2x 24.8x 21.1x 13.8% 1.8x

EVERTEC, Inc. $22.07 16.3% $1,808.4 $2,475.8 6.98x 6.91x 6.48x 18.4x 13.9x 12.6x 50.0x 15.2x 13.1x 17.0% 0.9x

Heartland Payment Systems, Inc.

$44.91 1.6% $1,656.1 $1,742.1 2.99x 2.90x 2.71x 11.4x 11.5x 10.3x 23.1x 20.0x 18.1x 16.4% 1.2x

Optimal Payments Plc(3) $5.46 4.5% $822.1 $705.4 3.24x 2.87x 2.55x NMF 14.0x 12.6x 74.1x 24.6x 22.9x 28.0% 0.9x

Global Cash Access Holdings, Inc.

$9.75 1.0% $638.3 $601.8 1.04x 1.03x 1.00x 9.4x 8.5x 8.3x 28.6x 12.6x 11.4x 13.3% 0.9x

Net 1 Ueps Technologies Inc.

$8.19 58.7% $370.2 $411.2 0.89x 0.87x 0.82x 5.8x 5.0x 3.6x 16.8x 8.1x 6.1x NA NA

Mean $47.67 8.5% $5,118.2 $6,239.2 3.94x 3.80x 3.43x 13.9x 12.5x 10.9x 34.3x 20.0x 17.1x 15.5% 1.5x


Payroll/HR


PEG Ratio



Market Cap.



Automatic Data Processing, Inc.

$80.02 4.7% $38,523.6 $40,206.7 3.49x 3.44x 3.21x 16.7x 16.9x 15.4x 29.0x 26.8x 24.3x 9.9% 2.7x

Paychex, Inc.(3) $43.73 0.6% $15,970.0 $15,858.4 6.73x 6.65x 6.30x 15.5x 15.4x 14.4x 27.5x 27.3x 25.0x 10.8% 2.5x

Towers Watson & Co. $112.60 5.4% $7,985.8 $7,854.9 2.17x 2.22x 2.16x 12.0x 11.7x 11.0x 24.4x 19.3x 19.5x 9.8% 2.0x

The Ultimate Software Group, Inc.

$156.69 4.0% $4,375.9 $4,283.4 10.96x 10.47x 8.52x NMF NMF NMF NMF NMF NMF 29.0% NA

WageWorks, Inc. $57.30 3.5% $1,982.2 $1,702.6 8.07x 7.80x 7.09x NMF NMF NMF NMF NMF 66.6x 22.5% NA

Insperity, Inc. $35.25 12.6% $901.3 $739.5 0.33x 0.33x 0.30x 8.5x 9.2x 7.8x 20.1x 25.5x 20.5x 15.0% 1.7x

Mean $80.93 5.1% $11,623.2 $11,774.2 5.29x 5.15x 4.60x 13.2x 13.3x 12.1x 25.2x 24.7x 31.2x 16.2% 2.2x


(1) LTM as of September 30, 2013 or as otherwise indicated (2) LTM as of August 31, 2013 (3) LTM as of June 30, 2013 Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 1, 2013



Prepaid


PEG Ratio



Market Cap.



Green Dot Corporation $24.25 9.7% $905.9 $629.3 1.09x 1.10x 1.00x 7.9x 6.0x 4.9x 20.3x 20.3x 16.8x 20.0% 1.0x

Higher One Holdings, Inc.

$9.84 24.9% $459.1 $556.5 2.72x 2.66x 2.41x 10.9x 11.6x 9.6x 20.4x 17.9x 15.6x 20.3% 0.9x

Mean $17.05 17.3% $682.5 $592.9 1.91x 1.88x 1.71x 9.4x 8.8x 7.2x 20.4x 19.1x 16.2x 20.1% 0.9x

Median $17.05 17.3% $682.5 $592.9 1.91x 1.88x 1.71x 9.4x 8.8x 7.2x 20.4x 19.1x 16.2x 20.1% 0.9x

Security


PEG Ratio



Market Cap.



Symantec Corporation(2) $22.49 20.5% $15,653.8 $14,020.8 2.04x 2.08x 2.08x 7.4x 6.9x 6.4x 20.0x 12.5x 12.3x 8.2% 1.5x

CA Technologies $33.00 1.1% $14,892.0 $14,007.0 3.04x 3.08x 3.10x 8.8x 7.8x 8.4x 16.7x 10.9x 12.8x 11.0% 1.0x

Check Point Software Technologies Ltd.

$61.86 2.3% $12,151.5 $11,930.4 8.67x 8.58x 8.10x 15.5x 14.6x 13.8x 23.7x 18.2x 17.1x 9.2% 2.0x

Trend Micro Inc. $39.14 4.2% $5,199.0 $4,485.7 4.22x 4.27x 4.12x 12.5x 13.3x 12.7x 28.8x NA NA 12.7% NA

Fortinet Inc. $17.10 48.2% $2,795.2 $2,650.6 4.50x 4.39x 3.87x NMF 20.7x 17.4x 51.4x 37.1x 30.5x 18.6% 2.0x

Imperva Inc. $44.98 16.9% $1,122.8 $1,050.3 8.28x 7.68x 6.12x NMF NMF NMF NMF NMF NMF 25.0% NA

Mean $36.43 15.6% $8,635.7 $8,024.2 5.12x 5.01x 4.57x 11.0x 12.6x 11.7x 28.1x 19.7x 18.2x 14.1% 1.6x


(1) LTM as of September 30, 2013 or as otherwise indicated (2) LTM as of September 27, 2013 Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 1, 2013


Financial Technology Sector – December 2013

Financial Technology Sector Market Analysis 23

Valuation by Sector

Median 2013E Price/Earnings Multiples

Median 2013E Price/Earnings to Growth (“PEG Ratio”)

Note: Data represents global sector averages Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 1, 2013

26.3x 26.2x24.2x

22.6x 21.8x 21.7x20.5x 19.7x 19.1x

17.9x15.3x 14.2x


Payroll / HR BankTechnology

InvestmentServices


ATMProcessing /

PaymentEnablers

CardNetworks

Data /Analytics

PaymentProcessing

Prepaid BPO Security MoneyTransfer

1.6x

2.2x

1.5x1.7x

1.4x 1.5x

1.7x

1.5x

0.9x1.1x

1.7x

1.5x


Payroll / HR BankTechnology

InvestmentServices


ATMProcessing /

PaymentEnablers

CardNetworks

Data /Analytics

PaymentProcessing

Prepaid BPO Security MoneyTransfer


Financial Technology Sector – December 2013 24 Recent M&A Activity

Recent M&A Activity

Transactions Since July 1, 2013

($ in millions)

Aggregate Value/

Date Closed Acquirer Target Sector Aggregate Value (1)

LTM Revenue

LTM EBITDA

Pending Spindle Yowza International Mobile NA NA NA

Pending Paysquare BV Montrada ATM Processing/Payment Enablers NA NA NA

Pending Fondo Strategico Italiano, F2i, Orizzonte

59.3% Stake in SIA S.p.A. Bank Technology $1,038.2 NA NA

Pending NCR Corporation Digital Insight Bank Technology $1,650.0 5.00x NA

Pending Utiba Mobility Alternet Systems Transactions Mobile $5.8 NA NA

Pending EVO Payments International 66% Stake in Centrum Elektronicznych Uslug Platniczych eService SA (Poland)

Payment Processing $113.5 NA NA

Pending Alliance Data Systems Corporation 60% Stake in BrandLoyalty Bank Technology $360.0 NA NA

Pending Ellie Mae Mortgage CEO Bank Technology NA NA NA

Pending MasterCard Provus BPO NA NA NA

Pending Experian 41st Parameter Security $324.0 NA NA

Pending PayPal (eBay) Braintree Payment Processing $800.0 NA NA

Pending MoneyGram MoneyGlobe Payment Institution Money Transfer NA NA NA

Pending Wirecard PaymentLink ATM Processing/Payment Enablers $35.0 NA NA

Pending CVC Capital Partners Skrill ATM Processing/Payment Enablers $800.7 3.00x 12.0x

Pending Vantiv Element Payment Services Payment Processing $170.0 NA 35.8x

Pending TIO Networks Globex Financial Services BPO NA NA NA

Pending Net Element International Quickpay USA Money Transfer NA NA NA

Pending Fidelity National Financial Lender Processing Services Data/Analytics $3,880.9 2.10x 11.7x

Pending Crane MEI ATM Processing/Payment Enablers $820.5 NA NA

Pending Expert Financing Pertego Capital ATM Processing/Payment Enablers NA NA NA

12/12/13 Lifelock Lemon Mobile $42.6 NA NA

12/11/13 Square Evenly Mobile NA NA NA

12/05/13 Accesso Siriusware Bank Technology $12.9 1.60x NA

11/21/13 BOKU QubeCell Mobile NA NA NA

11/18/13 EVO Payments International Encore and Prodigy and Momentum Payment Systems

Payment Processing NA NA NA

11/12/13 Blackhawk Network InteliSpend Prepaid Solutions LLC Prepaid NA NA NA

11/07/13 Mainsail Partners nCourt ATM Processing/Payment Enablers NA NA NA

11/05/13 ACI Worldwide, Inc. Official Payments Holdings Payment Processing $118.8 2.51x 17.0x

11/05/13 kCentric Technologies Azox Payment Processing NA NA NA

11/04/13 EVO Payments International Banco Popular's Spanish Merchant Acquiring Business

Bank Technology NA NA NA

Note: Dollars in millions; displays M&A activity from July 1, 2013 through December 17, 2013 (1) Aggregate value includes the common equity, preferred equity, net debt, minority interest, and any other consideration offered, such as earnouts Source: Dealogic



Recent M&A Activity 25

Transactions Since July 1, 2013 (cont.)

($ in millions)

Aggregate Value/

Date Closed Acquirer Target Sector Aggregate Value (1)

LTM Revenue

LTM EBITDA

11/01/13 Actis Capital; Transaction Capital Paycorp Bank Technology $95.0 NA NA

11/01/13 DirectCash Payments Threshold Financial Technologies Inc Payment Processing $47.9 NA NA

10/23/13 Funding Circle Endurance Lending Network BPO NA NA NA

10/18/13 Wonga.com Billpay ATM Processing/Payment Enablers NA NA NA

10/04/13 First Data Perka Mobile $34.1 NA NA

10/01/13 Cardtronics CGI Direct ATM ATM Processing/Payment Enablers NA NA NA

10/01/13 Intrix Technology uProfit Payments Payment Processing NA NA NA

09/25/13 Parallax Capital Partners; StepStone Group

IdenTrust Security NA NA NA

09/25/13 WorldPay US Century Payments, Inc Payment Processing $52.0 NA NA

09/25/13 Springbrook Software Merchant Transact Payment Processing NA NA NA

09/19/13 MoneyGram Advanced Chrono Cash Services Money Transfer NA NA NA

09/18/13 Bregal Sagemount Network Merchants Inc. Payment Processing $200.0 10.00x 13.3x

09/16/13 Rockbridge Growth Equity RapidAdvance BPO NA NA NA

09/11/13 TA Associates BluePay Processing Payment Processing NA NA NA

09/02/13 Wolters Kluwer Financial Services SmartStream's SVENSON Investment Services Software & Technology NA NA NA

08/20/13 Charge Payment U.S. Data Capture Inc. ATM Processing/Payment Enablers $12.5 NA NA

08/16/13 Davis + Henderson Harland Financial Solutions Investment Services Software & Technology $1,628.7 5.80x 18.5x

08/14/13 Advantech AdvanPOS Technology ATM Processing/Payment Enablers $26.0 NA NA

08/07/13 Cardtronics Cardpoint Limited ATM Processing/Payment Enablers $166.8 1.65x 6.0x

08/06/13 Intuit GoodApril Investment Services Software & Technology $20.0 NA NA

08/05/13 Clutch ProfitPoint Prepaid NA NA NA

08/01/13 Accenture Mortgage Cadence Investment Services Software & Technology NA NA NA

07/26/13 Higher One PayDivvy Mobile $0.1 NA NA

07/23/13 Outerwall ecoATM ATM Processing/Payment Enablers NA NA NA

07/08/13 MoneyGram International Latino Services Money Transfer NA NA NA

07/08/13 Equifax TrustedID Security NA NA NA

07/01/13 TSYS NetSpend Prepaid $1,303.5 3.60x 15.0x

07/01/13 TestLink Airis ATM Technologies ATM Processing/Payment Enablers NA NA NA

Note: Dollars in millions; displays M&A activity from July 1, 2013 through December 17, 2013 (1) Aggregate value includes the common equity, preferred equity, net debt, minority interest, and any other consideration offered, such as earnouts Source: Dealogic


Financial Technology Sector – December 2013 26 Recent Equity Capital Markets Activity

Recent Equity Capital Markets Activity

Initial Public Offerings In Registration

($ in millions)

Filing Date Proposed Symbol Issuer Issuer Business Description Deal Value

Proposed Exchange

11/21/2013 ND TriNet Group Inc Provider of Web-enabled business process outsourcing $250.0 ND

11/8/2013 THNX Globoforce Ltd Provider of a cloud-based, social recognition software solution for businesses $75.0 Nasdaq

10/22/2013 VRNS Varonis Systems Inc Provider of data governance software solutions $100.0 Nasdaq

9/20/2013 ND IO Data Centers LLC Provider of data center services $100.0 ND

7/3/2013 ND Santander Consumer USA Holdings Inc Consumer finance company focused on vehicle finance and unsecured consumer lending products

$50.0 New York

4/16/2012 BLKS BlackStratus Inc Provider of cloud-based security information and event management (SIEM) software solutions

$20.0 Nasdaq

3/30/2012 ND Reval Holdings Inc Provider of treasury and risk management solutions $75.0 ND

Sources: Dealogic and FactSet Research Systems as of December 16, 2013

Initial Public Offerings

($ in millions)

At Filing At Pricing

Initial Filing Date

Offer Date

Ticker Symbol Issuer

Shares/ADS Exc. Ovl.

Filing Range

Deal Value at Midpoint

Shares/ADS Inc. Ovl.

Offer Price

Deal Value

Market Value

Relative to Range

06/17/13 07/18/13 SALE RetailMeNot Inc 9.09 $20.00 - $22.00 $190.91 10.5 $21.0 $219.5 $1,054.3 In Range

04/11/13 07/25/13 LIQD Liquid Holdings Group Inc 5.00 $9.00 - $11.00 $50.00 3.2 $9.0 $28.6 $220.6 In Range

04/11/13 05/22/13 ECOM ChannelAdvisor Corp 5.75 $12.00 - $14.00 $74.75 6.6 $14.0 $92.6 $286.6 In Range

04/05/13 06/06/13 TXTR Textura Corp 4.00 $13.00 - $15.00 $56.00 5.8 $15.0 $86.3 $329.4 In Range

03/27/13 05/02/13 QIWI QIWI plc 12.00 $16.00 - $18.00 $204.00 12.5 $17.0 $212.5 $884.0 In Range

03/18/13 04/18/13 HAWK Blackhawk Network Holdings Inc

10.00 $20.00 - $22.00 $210.00 11.5 $23.0 $264.5 $1,184.7 Above

02/06/13 04/11/13 EVTC EVERTEC Inc 21.05 $18.00 - $20.00 $400.00 28.8 $20.0 $575.8 $1,581.9 In Range

02/13/13 03/19/13 MODN Model N Inc 6.46 $12.50 - $14.50 $87.21 7.8 $15.5 $120.1 $332.3 Above

01/11/13 02/14/13 XOOM Xoom Corp 5.75 $13.00 - $15.00 $80.50 7.3 $16.0 $116.4 $509.4 Above

08/30/12 10/11/12 WDAY Workday Inc 22.75 $21.00 - $24.00 $511.88 26.2 $28.0 $732.6 $4,488.1 Above

08/28/12 10/02/12 LOCK Lifelock Inc 15.70 $9.50 - $11.50 $164.85 15.7 $9.0 $141.3 $750.4 Below

08/16/12 09/25/12 SANMEX Grupo Financiero Santander Mexico SAB de CV

293.88 $29.00 - $33.50 $9,183.76 337.9 $2.4 $817.7 $16,431.4 In Range

07/03/12 08/09/12 PFMT Performant Financial Corp 11.54 $12.00 - $14.00 $150.02 10.4 $9.0 $93.2 $406.3 Below

06/08/12 09/27/12 QLYS Qualys Inc 7.58 $11.00 - $13.00 $90.90 8.7 $12.0 $104.5 $360.6 In Range




Recent Equity Capital Markets Activity 27

Follow-On Offerings

($ in millions)

Pricing Performance - % Change

% Shares Offered Last Trade Before

Pricing Date Ticker Issuer Issuer Business Description

Shares/ ADS Offered (mm)

Offer Price

Deal Value (mm) Primary Secondary

Filing/ Offer

Offer/ Offer

Offer/ Current

11/19/13 SPSC SPS Commerce Developer of supply chain management software

0.8 $67.0 $50.3 100% 0% (4%) (1%) (3.3%)

11/19/13 DWRE Demandware Provider of the software-as-a-service e-commerce platform

3.8 $57.0 $217.0 76% 24% (10%) (9%) 3.7%

11/07/13 KAR Kar Auction Services Provider of wholesale used vehicle and salvage auction services

27.5 $27.6 $758.5 0% 100% (3%) 0% 4.0%

11/05/13 VNTV Vantiv Provider of payment processing services

15.0 $26.9 $403.5 0% 100% (2%) 0% 8.5%

10/22/13 GWRE Guidewire Software Provider of software to the global property and casualty insurance industry

8.3 $48.8 $404.9 100% 0% (2%) (1%) (7.3%)


13.8 $27.4 $377.4 0% 100% (3%) 0% 4.9%

09/19/13 SSNC SS&C Technologies Holdings Provider of software products to the financial services industry allowing integration of front-, middle- and back-office functions

7.5 $38.0 $283.9 0% 100% (4%) 0% 3.7%

09/11/13 FLT FleetCor Technologies Global provider of specialized payment products and services to commercial fleets, major oil companies and petroleum marketers

2.8 $105.0 $288.8 0% 100% (1%) (1%) 0.0%

09/10/13 XOOM Xoom Corp Provider of online international money transfer service

4.4 $30.5 $134.3 67% 33% 1% (1%) 0.0%

08/13/13 WAGE WageWorks Provider of consumer-directed health, commuter and other employee spending account benefits programs

3.0 $40.5 $120.1 0% 100% (1%) (0%) 23.5%

08/07/13 ADVS Advent Software Provider of client/server sofware products and related services

6.8 $27.0 $182.3 0% 100% (13%) (1%) 9.8%


17.3 $25.0 $431.3 0% 100% (4%) (0%) 14.3%


20.0 $25.8 $515.0 0% 100% (5%) (5%) 5.1%

06/25/13 MITK Mitek Systems Provider of check fraud protection solutions and check imaging software for the banking industry

3.3 $5.3 $17.2 100% 0% (19%) (19%) 3.1%


15.0 $21.2 $318.8 0% 100% (9%) (2%) 0.0%

05/30/13 AL Air Lease Corp Aircraft leasing company 8.0 $26.7 $214.0 0% 100% (7%) (2%) 4.2%


7.5 $32.2 $241.5 0% 100% (5%) (5%) (2.4%)


23.3 $23.7 $552.5 0% 100% 3% (1%) 11.6%

04/18/13 PFMT Performant Financial Corp Provider of advisory services and technology solutions to healthcare, education, and collections industries

6.5 $12.0 $78.0 0% 100% (8%) (1%) (7.9%)


7.8 $26.0 $201.5 0% 100% (6%) (6%) 20.9%

03/13/13 ETFC E*Trade Financial Corp Provider of electronic brokerage services

27.4 $11.3 $310.9 0% 100% (4%) (4%) 1.0%


5.6 $24.0 $135.1 9% 91% 1% 0% 16.7%



Financial Technology Sector – December 2013 28 Recent Equity Capital Markets Activity

Follow-On Offerings (cont.)

($ in millions)

Pricing Performance - % Change

% Shares Offered Last Trade Before

Pricing Date Ticker Issuer Issuer Business Description

Shares/ ADS Offered (mm)

Offer Price

Deal Value (mm) Primary Secondary

Filing/ Offer

Offer/ Offer

Offer/ Current

03/07/13 FLT FleetCor Technologies Provider of specialized payment products and services to commercial fleets, major oil companies and petroleum marketers

4.5 $70.7 $318.4 0% 100% (2%) (2%) 20.6%


15.0 $19.2 $287.8 0% 100% 10% (4%) 16.5%

03/06/13 FIS Fidelity National Information Services

Provider of software, outsourcing, information technology consulting, banking and payments technology solutions and processing services for the financial services and mortgage industries

19.3 $37.5 $722.7 0% 100% (2%) (2%) 18.2%

02/11/13 WNS WNS Holdings Provider of offshore business process outsourcing (BPO) services for the travel and financial sectors

14.5 $12.8 $185.1 0% 100% (4%) (8%) 10.0%

01/31/13 PFMT Performant Financial Corp Provider of advisory services and technology solutions to healthcare, education, and collections industries

9.2 $10.7 $98.0 0% 100% (6%) (3%) 24.0%

12/11/12 G Genpact Provider of management consulting and various business and technology services; outsourcing services provider

10.9 $15.6 $170.2 0% 100% (2%) (2%) 13.0%


13.7 $20.1 $275.4 0% 100% (7%) (2%) 8.0%

11/27/12 FLT FleetCor Technologies Provider of specialized payment products and services to commercial fleets, major oil companies and petroleum marketers

4.5 $52.3 $235.1 0% 100% (1%) (1%) 34.0%


6.9 $17.5 $120.8 17% 83% 2% (4%) 35.0%

09/06/12 SPSC SPS Commerce Developer of supply chain management software

1.6 $33.5 $53.6 100% 0% (3%) (2%) 12.0%

09/04/12 COF Capital One Financial Corp. Provider of consumer and commercial lending activities and retail deposit-taking services

54.0 $55.8 $3,012.1 0% 100% (1%) (1%) (8.0%)


14.1 $21.9 $308.0 0% 100% (1%) 0% (1.0%)


7.0 $24.8 $173.3 0% 100% (5%) (5%) 2.0%

06/27/12 ELLI Ellie Mae Mortgage software and services provider

3.6 $17.0 $60.6 97% 3% 4% 0% 19.0%

06/21/12 IHS IHS Provider of critical technical information, decision-support tools, and related services to customers in the energy, defense, aerospace, construction, electronics, and automotive industries

10.0 $100.0 $1,000.0 0% 100% (6%) (2%) 6.0%

06/08/12 FLT FleetCor Technologies Global provider of specialized payment products and services to commercial fleets, major oil companies and petroleum marketers

6.8 $37.0 $249.8 0% 100% (4%) (4%) 89.0%




Debt Capital Markets 29

Debt Capital Markets

Leveraged Loans

($ in millions)

Facilities

Date Rating Borrower Sponsor(s) Status Use Total Revolver Credit Termloan

12/3/2013 B/B1 USI Holdings Corp Not Sponsored Closed Refinancing 1,107.0 0.0 1,107.0

11/15/2013 B/Ba3 Kronos Inc Hellman & Friedman Closed Recap/Dividend 205.0 0.0 205.0

11/13/2013 B/B2 Endurance International Group Inc Warburg Pincus Closed Refinancing 1,175.0 125.0 1,050.0

10/21/2013 NR/NR Extreme Networks Inc Not Sponsored Closed Acquisition 125.0 65.0 60.0

10/7/2013 B+/Ba3 WorldPay Inc Advent International Closed Acquisition 240.0 0.0 240.0

9/26/2013 B+/B1 Digital Insight Thoma Bravo LLC Closed LBO 20.0 20.0 0.0

9/26/2013 B+/B1 Digital Insight Thoma Bravo LLC Closed LBO 385.0 0.0 385.0

9/26/2013 CCC+/Caa2 Digital Insight Thoma Bravo LLC Closed LBO 215.0 0.0 215.0

9/26/2013 B-/B1 Oberthur Technologies Advent International Closed Refinancing 280.0 0.0 280.0

08/7/2013 B-/B1 Ceridian Corp Thomas H. Lee Closed Refinancing 1,419.0 0.0 1,419.0

07/30/2013 B+/B1 BMC Software Inc Bain Capital Closed LBO 3,230.0 350.0 2,800.0

07/30/2013 B+/B2 LANDesk Software Inc Thoma Bravo LLC Closed Recap/Dividend 320.0 20.0 330.0

07/30/2013 B+/Ba3 Misys plc Vista Equity Partners Closed Refinancing 1,005.5 84.0 921.5

07/22/2013 B+/Ba2 MultiPlan Inc BC Partners Closed Recap/Dividend 100.0 0.0 100.0

07/16/2013 B/B3 Cetera Financial Group Inc Lightyear Capital Closed Acquisition 210.0 0.0 210.0

07/16/2013 BB+/Ba1 CoreLogic Not Sponsored Closed Refinancing 1,400.0 550.0 850.0

07/1/2013 NR/NR Alliance Data Systems Corporation Not Sponsored Closed Refinancing 2,285.0 1,142.0 1,142.0

07/1/2013 BBB-/NR NCR Corp Not Sponsored Closed Refinancing 1,865.0 932.5 932.5

06/18/2013 B-/Caa1 AlixPartners LLC CVC Closed Recap/Dividend 225.0 0.0 225.0

06/18/2013 B+/B1 AlixPartners LLC CVC Closed Recap/Dividend 75.0 75.0 0.0

06/18/2013 B+/B1 AlixPartners LLC CVC Closed Recap/Dividend 775.0 0.0 680.0

06/17/2013 CCC+/Caa2 Triple Point Technology Inc Not Sponsored Closed Acquisition 165.0 0.0 125.0

06/17/2013 B/B2 Triple Point Technology Inc Not Sponsored Closed Acquisition 40.0 40.0 0.0

06/17/2013 B/B2 Triple Point Technology Inc Not Sponsored Closed Acquisition 310.0 0.0 310.0

06/6/2013 CCC+/Caa2 Deltek Systems Inc Thoma Bravo LLC Closed Recap/Dividend 305.0 0.0 305.0

06/6/2013 B/B1 Deltek Systems Inc Thoma Bravo LLC Closed Recap/Dividend 575.0 0.0 575.0

06/6/2013 B/B1 Deltek Systems Inc Thoma Bravo LLC Closed Recap/Dividend 30.0 30.0 30.0

06/4/2013 NR/NR LANDesk Software Inc. Thoma Bravo LLC Closed Recap/Dividend 355.0 25.0 330.0

Source: Standard & Poor’s as of December 13, 2013


Financial Technology Sector – December 2013 30 Debt Capital Markets

High Yield Issuance

($ in millions)

Trade Date Purpose Name SP Moody's Maturity Date Years Size Coupon Price Yield Spread

12/02/13 Refinancing Ally Financial B+ B1 01/30/17 3 $1000.0 2.75% $99.6 2.88% 231

10/30/13 Refinancing First Data Corp CCC+ Caa2 08/15/21 8 1000.0 11.75% 100.0 11.75% 962

10/17/13 Refinancing Solera Holdings Inc BB- Ba2 11/01/23 10 340.0 6.13% 100.0 6.13% 352


09/23/13 LBO Dell Inc BB+ Ba2 10/15/20 7 1500.0 5.63% 100.0 5.63% 355

09/17/13 Corp Purpose American Capital Ltd B+ B3 09/15/18 5 350.0 6.50% 100.0 6.50% 489

09/17/13 Refinancing Springleaf Financial Funding CCC+ Caa1 10/01/23 10 300.0 8.25% 100.0 8.25% 541

09/17/13 Refinancing Springleaf Financial Funding CCC+ Caa1 10/01/21 8 650.0 7.75% 100.0 7.75% 525

09/04/13 Refinancing Ally Financial B+ B1 09/10/18 5 750.0 4.75% 99.1 4.95% 321

08/15/13 Refinancing ACI Worldwide Inc BB- B2 08/15/20 8 300.0 6.38% 100.0 6.38% 421

08/07/13 LBO BMC Software Inc B- Caa1 07/15/21 8 1,625.0 8.13% 100.0 8.13% 589

08/06/13 Refinancing PHH Corp BB- Ba2 08/15/21 8 350.0 6.38% 100.0 6.38% 409

08/02/13 Refinancing Bankrate Inc BB- B2 08/15/18 5 300.0 6.13% 98.9 6.38% 503

07/26/13 Refinancing Brightstar Corporation B+ B1 08/01/18 5 250.0 7.25% 99.0 7.50% 613

07/25/13 Corp Purpose CIT Group Inc BB- Ba3 08/01/23 10 750.0 5.00% 99.0 5.13% NA

07/22/13 Recap/Dividend MultiPlan Inc CCC+ Caa1 08/01/18 5 750.0 8.38% 100.0 8.38% 707

07/19/13 Acquisition MedImpact Healthcare Systems Inc B- Caa2 02/01/18 4 160.0 10.50% 105.0 8.81% 797

07/15/13 Refinancing Ally Financial B+ B1 07/18/16 3 375.0 NA 100.0 NA NA

07/15/13 Refinancing Ally Financial B+ B1 07/18/16 3 1,000.0 3.50% 100.0 3.50% 285


06/10/13 Refinancing Garda World Security B B2 03/15/17 4 50.0 9.75% 105.8 7.94% NA

06/03/13 Recap/Dividend Epicor Software Corporation CCC+ Caa2 06/15/18 5 400.0 9.75% 98.0 9.51% NA

Source: Standard & Poor’s as of December 13, 2013



Recent Private Equity Activity 31

Recent Private Equity Activity

Transactions Since July 1, 2013

($ in millions)

Date(1) Target Target Sponsor Acquirer Acquirer Sponsor Size Business Description

11/29/13 Mergermarket NA BC Partners BC Partners 623.4 Provider of a business development tool for advisers and corporates active in mergers and acquisitions

11/29/13 BTI Payments NA ICICI Venture Funds Management

ICICI Venture Funds Management

ND Manager of ATM and POS terminals

11/29/13 Shortcut Software NA Constellation Software OMERS Private Equity ND Provider of appointment scheduling software

11/29/13 Hangzhou Fraudmetrix NA IDG Capital Partners/ CDH China Holdings Management

CDH China Holdings Management

ND Engaged in development of internet fraud software

11/26/13 Applied Systems Bain Capital Partners Hellman & Friedman/ JMI Equity/ Existing Management

JMI Equity/Hellman & Friedman

1,800.0 Software provider for independent insurance agencies

11/25/13 Planipe SARL NA Ordirope 3i Group ND Publisher of software for inventory optimization and sales forecasts

11/22/13 Liazon Bain Capital Partners Towers Watson NA 215.0 Online benefit solutions company that provides a better way to purchase healthcare, other insurance products and a wide range of services

11/18/13 Encore Payment Systems

NA EVO Payments International Madison Dearborn Partners ND Provider of payment processing services

11/13/13 Tinyclues NA Isai SA / Elaia Partners SAS Elaia Partners SAS ND Provider of eCRM solutions

11/12/13 Bill.com NA Scale Venture Partners Scale Venture Partners 38.0 Provides an on-demand accounts payable and receivable application to control day-to-day finances and cash flows for CPAs, SMBs, and accounting/bookkeeping firms

11/07/13 eService Sp z oo NA EVO Payments International Madison Dearborn Partners 172.0 Payments operator

10/25/13 Wacai.com NA CDH Investments CDH China Holdings Management

ND Personal finance management mobile application

10/23/13 BigMachines JMI Equity / Vista Equity Partners

Oracle NA ND Developer of cloud-based e-commerce solutions

10/18/13 Utimaco Safeware Apax Partners PINOVA Capital GmbH/BIP Investment Partners SA

PINOVA Capital GmbH / BIP Investment Partners SA

ND Provides security protection against information technology risks

10/17/13 KashFlow Software NA Iris Software Group HgCapital LLP ND Bookkeeping software developer

10/16/13 Eka Software Solutions NA Silver Lake Management/ Nexus Venture Partners

Silver Lake Management/ Nexus Venture Partners

ND Developer of commodity trading and risk managements software

10/14/13 Royal Gate NA Innovation Network of Japan/ Mizuho Capital

Mizuho Capital ND Online payment systems developer

Note: Dollars in millions; displays M&A activity from July 1, 2013, through December 13, 2013. Above transactions may not reflect all deals done within the financial technology sector due to industry classification and type of transaction defined by Dealogic. Includes acquisitions of minority and majority stakes. (1) Represents transaction announcement date Source: Dealogic


Financial Technology Sector – December 2013 32 Recent Private Equity Activity


($ in millions)

Date(1) Target Target Sponsor Acquiror Acquiror Sponsor Size Business Description

10/10/13 Local Offer Network NA Catalina Marketing Hellman & Friedman ND Personalization technology that used historical purchase data to better predict what types of offers might appeal to individual users

10/07/13 Avangate BV 3TS Capital Partners Francisco Partners Francisco Partners ND Provider of e-commerce solutions for software companies

10/03/13 ATX Innovation NA Heartland Payment Systems

New Enterprise Associates 7.8 Provides a mobile payment solution that enables consumers to open, view, split, and pay a bar or restaurant tab with their phone

10/02/13 CardFlight NA ff Venture Capital ff Venture Capital 1.6 Enables developers to integrate in-person card payments into their own app

09/24/13 Simplee NA Heritage Group Heritage Group 10.0 Enterprise cloud platform for patient payments

09/19/13 Advanced ChronoCash Services

NA Thomas H Lee Partners Thomas H Lee Partners ND Provides money transfer services to consumers

09/19/13 MoneyGlobe Payment Institution

NA Thomas H Lee Partners Thomas H Lee Partners ND Money transfer company

09/18/13 aratana DOGAN Investments JAFCO/Mizuho Capital/ GMO VenturePartners/ Livesense/NTT DOCOMO Ventures

Mizuho Capital / JAFCO ND Provider of e-commerce system development services

09/11/13 National Electronic Attachment

Polaris Venture Partners Accel-KKR Accel-KKR ND Provider of secure electronic data transmission, presentation and storage services

09/11/13 Bluepay Processing Goldman Sachs TA Associates TA Associates ND Provider of tier-1 merchant credit card payment processing solutions

09/10/13 Jedda Systems NA Clearswift Lyceum Capital ND Developer of data loss prevention solutions

08/28/13 Paymetric Austin Ventures Francisco Partners Francisco Partners ND Enterprise payment solutions provider

08/27/13 Credorax NA FTV Capital FTV Capital 40.0 Provider of online payment processing, credit card acquiring, and fraud protection services

08/26/13 JetPay NA Flexpoint Ford Flexpoint Ford 10.0 Credit and debit card processor

08/21/13 Avectra NA Abila Inc Accel-KKR LLC ND Provider of software and services for membership management and crowd-contributing solutions for associations and not-for-profits

08/21/13 Tacit Knowledge NA Newgistics Austin Ventures ND Software development, digital commerce, content management

08/20/13 Saperion Viewpoint Capital Partners Lexmark International NA 72.0 Business software development

08/19/13 e-conomic international NA HgCapital HgCapital ND Provider of accounting software

08/15/13 Skrill Holdings Investcorp Technology Partners

CVC Capital Partners CVC Capital Partners 800.7 Provider of online payment solutions

08/15/13 Blackline Systems NA Silver Lake Sumeru Silver Lake Sumeru ND Provider of software solutions for the financial services industry

Note: Dollars in millions; displays M&A activity from July 1, 2013, through December 13, 2013. Above transactions may not reflect all deals done within the financial technology sector, due to industry classification and type of transaction defined by Dealogic. Includes acquisitions of minority and majority stakes. (1) Represents transaction announcement date Source: Dealogic



Recent Private Equity Activity 33


($ in millions)

Date(1) Target Target Sponsor Acquiror Acquiror Sponsor Size Business Description

08/12/13 ProAlpha Software NA Bregal Capital Bregal Investments ND Development and manufacture of business software

08/12/13 6N Systems NA Marlin Equity Partners Marlin Equity Partners ND Provider of financial and clinical software solutions for the long-term and post-acute-care market

08/07/13 Cardpoint Duke Street Capital/ Balderton Capital

Cardtronics NA 153.6 Ownership and operation of ATM machines

08/07/13 Paycorp NA Existing Management Actis 94.9 Provider of electronic payment services and ATM solutions

08/07/13 Dynamite Data NA Market Track Aurora Capital Group ND Provider of consumer and retailer big data analytics

08/06/13 Avelo FS Holdings LDC IRESS NA 321.7 Provider of financial services technology

08/06/13 Otwarty Rynek Elektroniczny

NA Avallon MBO Avallon MBO ND Manufacturing and development of IT software and consulting for purchasing processes

08/01/13 Gaffey & Associates NA HealthTech Solutions Group

Altaris Capital Partners ND Revenue cycle management company

07/25/13 LiquidPoint GTCR Golder Rauner CBOE NA ND Provider of options broker-dealer and trading technology solutions

07/25/13 Prolexic Technologies Kennet Partners Ltd Trident Capital / Intel Capital Inc

Trident Capital ND Provider of Internet security software

07/23/13 IntraLinks TA Associates Altai Capital Management NA 555.0 Software-as-a-service solutions for securely managing content and exchanging critical business information

07/18/13 RiskIQ NA Summit Partners Summit Partners ND Provider of security solutions

07/17/13 Anaqua NA Insight Venture Management

Insight Venture Management

ND Provider of intellectual asset management software solutions

07/16/13 Triple Point Technology JMI Equity/Welsh Carson Anderson & Stowe

ION Trading Group TA Associates ND Provider of comprehensive, integrated commodities trading solutions

07/15/13 Corero Business Systems NA Civica Services OMERS Private Equity 17.9 Provider of finance and business management software

07/09/13 Latino Services NA MoneyGram International Inc

Thomas H Lee Partners LP/Goldman Sachs Capital Partners

ND Money transfer agency

07/01/13 Digital Insight NA Thoma Bravo Thoma Bravo 1,025.0 Provider of on-demand financial management and proprietary software solutions for financial institutions

Note: Dollars in millions; displays M&A activity from July 1, 2013, through December 13, 2013. Above transactions may not reflect all deals done within the financial technology sector, due to industry classification and type of transaction defined by Dealogic. Includes acquisitions of minority and majority stakes. (1) Represents transaction announcement date Source: Dealogic


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December 24, 2013

Financial Technology Sector – December 2013 34

Notes


Financial Technology Sector – December 2013 Notes 35

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Quarterly UpdateQ4 2013

Financial Technology SectorOverview of Market Activityin the Financial Technology Sector

William Blair’s investment banking group combines significant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and financing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth financing, special situations and restructuring, and general advisory projects. This comprehensive suite of services allows us to be a long-term partner to our clients as they grow and evolve. In 2012, the investment banking group completed 76 merger-and-acquisition transactions worth more than $13.8 billion in value, involving parties in 21 countries and five continents, and was an underwriter on over 20% of all U.S. initial public offerings.

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