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September 2016
M&AM A R L I N & A S S O C I A T E S
M A R K E TU P D A T E
INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE TECHNOLOGY, INFORMATION AND HEALTHCARE INDUSTRIES
www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved
Toronto
Washington, D.C.
San Francisco
New York
Dear Clients and Friends:
The report that follows is the latest update on M&A values and trends in the dozen+ sectors of the information technology industry that we follow and sometimes lead. So far it’s all looking pretty good.
The question is – can it continue in the face of business news that is not always pretty? For example, last week alone Wells Fargo was slammed, fined and is under investigation for opening sham accounts in the names of real customers; the US Department of Justicesuggested that Deutsche Bank pay $14 billion related to the fraudulent sale of mortgage-backed securities; Mylan was shamed for hiking the price of EpiPens, the lifesaving allergy treatment – while paying executives huge bonuses; Congress was chastised by many for trying to end the Volker rule and gut Dodd Frank; Samsung was forced to recall their latest mobile phone after multiple instances of it bursting into flames; insurers announced they were jacking up premiums for Obamacare coverage – or were pulling out of the market altogether. And the two leading candidates for President of the United States spent the week slamming each other and squabbling over who can pander more to the voters.
Lost in all this was the fact that business in most of the developed world is actually doing fairly well. Inflation and interest rates remain at historically low levels, and employment rates are up. Most information technology businesses that we talk with are experiencing good top line growth and increasing profitability.
As you will see from our report, m&a deal volume and values in the middle market that we serve remains strong. Some deals of note include:
Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data,and related services. The firm is based in New York City, with offices in San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been therecipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market FinancingAgent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information-technology transactions.
DEAR CLIENTS AND FRIENDS,
Sincerely,
• EQT (Stockholm, Sweden) agreed to acquire Press Ganey for $40.50/share in cash, or approximately $2.35 billion, valuing the company at an implied 6.9x LTM revenue and 22.7x LTM EBITDA,
• JDA Software (Scottsdale, AZ) completed a $570mm recapitalization from Blackstone and New Mountain Capital,
• SIA (Milan, Italy) agreed to acquire Unicredit’s card processing activities in Italy, Germany, and Austria for approximately $557mm (500mm EUR),
• Yintech Investment Holdings (NASDAQ:YIN) agreed to acquire Gold Master for $219mm, valuing the Company at an implied 6.8x LTM Revenue and 26.3x LTM Net Income,
• Loblaw Companies (TSX:L) agreed to acquire QHR Corporation for $3.10 CAD/share or approximately $130mm, valuing the company at an implied 5.1x LTM revenue and 57.7x LTM EBITDA.
Can the good times continue to roll? Our September 2016 M&A Market Update
Kenneth B. Marlin | Managing PartnerMarlin & Associates | www.marlinllc.com
PS: My new book, “The Marine Corps Way to Win on Wall Street: 11 Key Principles From The Battlefield To the Boardroom ”, is getting good traction. (Forbes, NY Times, NY Post and American Banker all had pieces on it – and I was interviewed by Fox Business, Yahoo TV, Canadian TV, The Street.com and more. They have been great.) More at http://www.marlinllc.com/marine-corps-way. If you agree with the philosophy, spread the word. We are trying to change culture and it isn’t easy. Also post reviews on Amazon – it helps.
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
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Sector Comparison Snapshot
Sector Analyses
Application Software
B2B E-commerce & Marketing Technologies
Banking Software & Processors
Business Intelligence Software
Capital Markets Software & Services
Data & Analytics – Financial Services
Healthcare Information Software Systems
Information & Market Research
Insurance Technology
Payment Technology
Securities Exchanges
Security Software
Technology-Enabled Financial Institutions
Technology-Enabled Healthcare Services
Merger-and-Acquisition Activity Trends
MARLIN & ASSOCIATES MARKET UPDATE
SEPTEMBER 2016
02
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 03
SECTOR COMPARISON SNAPSHOT:CURRENT REVENUE & EBITDA MULTIPLESEnterprise Value / 2015 Revenue
Enterprise Value / 2015 EBITDA
*Tech-enabled Financial Institutions multiples calculated using Market Cap / Revenue and Market Cap / EBT
SEPTEMBER 2016
0x 2x 4x 6x 8x 10x 12x
Insurance Technology
Tech-enabled Financial Institutions *
Capital Markets Software & Services
Information & Market Research
Tech-enabled Healthcare Services
Payment Technology
Security Software
Business Intelligence Software
Banking Software & Processors
Data & Analytics - Financial Services
Healthcare Info Software
B2B E-commerce & Marketing Technologies
Application Software
Securities Exchanges
0x 5x 10x 15x 20x 25x 30x
Tech-enabled Financial Institutions *
B2B E-commerce & Marketing Technologies
Information & Market Research
Payment Technology
Application Software
Business Intelligence Software
Securities Exchanges
Insurance Technology
Security Software
Data & Analytics - Financial Services
Tech-enabled Healthcare Services
Banking Software & Processors
Capital Markets Software & Services
Healthcare Info Software
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
Oracle 174,690 162,921 4.3x 4.3x 10.7x 9.6x (3%) 0% 41% 45%SAP 106,194 110,822 4.7x 4.5x 17.3x 13.0x 18% 5% 27% 35%Salesforce 55,274 56,615 8.5x 6.8x na 36.2x 24% 25% 7% 19%Intuit 28,643 28,563 6.4x 5.9x 21.9x 16.4x 6% 8% 29% 36%Workday 16,723 15,175 13.1x 9.7x na na 48% 34% n/a 8%CA Technologies 14,073 13,385 3.3x 3.3x 10.9x 8.4x (7%) 0% 31% 40%Constellation Softw are 9,319 9,415 5.1x 4.4x 22.0x 17.6x 10% 15% 23% 25%Amdocs 9,062 7,937 2.2x 2.1x 11.4x 10.6x 1% 2% 19% 20%NetSuite 8,782 8,660 11.7x 9.0x na na 33% 30% n/a 8%Manhattan Associates 4,371 4,276 7.7x 6.9x 25.3x 20.0x 13% 11% 30% 35%NICE Systems 4,160 3,770 4.1x 3.8x 16.9x 13.4x 6% 8% 24% 28%Softw are AG 3,047 2,974 3.0x 3.0x 10.2x 9.6x 2% 1% 30% 31%Paycom Softw are 3,014 2,962 13.2x 9.1x na 35.0x 49% 45% 19% 26%Zendesk 2,815 2,591 12.4x 8.4x na na 64% 48% n/a 2%Paylocity 2,299 2,213 11.8x 8.4x na na 47% 40% n/a 11%
Trim Mean 20,421 20,550 7.4x 6.0x 15.9x 16.1x 20% 17% 26% 25%Median 9,062 8,660 6.4x 5.9x 16.9x 13.4x 13% 11% 27% 26%
Application Software
Public Market Data
04
0x
8x
16x
24x
32x
40x
3.0x
4.0x
5.0x
6.0x
7.0x
8.0x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples
EV / LTM Revenue EV / LTM EBITDA
80
130
180
230
280
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A Application Software Index vs. S&P 500, base = 100
M&A Application Software Index S&P 500
SEPTEMBER 2016
Recent Activity
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
8/19/16JDA Software (Scottsdale, AZ) completed a $570mm recapitalization from Blackstone and New Mountain Capital. JDA Software designs and develops end-to-end integrated supply chain and retail management software solutions.
7/28/16Oracle (NYSE:ORCL) agreed to acquire NetSuite (NYSE:N) at a 19% premium to the prior day’s trading price. The transaction valued NetSuite at an implied enterprise value of $8.7bn or 10.3x LTM revenue.
7/27/16DTI (Atlanta, GA) agreed to acquire Epiq Systems (Nasdaq:EPIQ) at a 14.4% premium to the prior day’s trading price. The transaction valued Epiq at an implied enterprise value of $1bn or 1.9x LTM revenue and 12.8x LTM EBITDA.
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
B2B E-commerce & Marketing Technologies
Public Market Data
05
[1] Shopify (SHOP) added to the index as of IPO 5/21/15
10x
20x
30x
40x
50x
60x
3.0x
4.0x
5.0x
6.0x
7.0x
8.0x
9.0x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples[1]
EV / LTM Revenue EV / LTM EBITDA
80
100
120
140
160
180
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A eCommerce Index[1] vs. S&P 500, base = 100
M&A eCommerce Index S&P 500
Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
Mercadolibre 7,595 7,497 11.5x 9.1x 42.0x 37.3x 17% 26% 27% 24%Shopify 3,127 2,947 14.4x 8.0x na nm 95% 79% na 0%HubSpot 1,970 1,854 10.2x 7.0x na na 57% 45% na naNeuStar 1,400 2,324 2.2x 1.9x 5.8x 4.2x 9% 17% 38% 45%Focus Technology 1,095 823 11.1x na nm na (3%) na 3% naChannelAdvisor 318 256 2.5x 2.3x na nm 18% 12% na 2%Mediagrif Interactive 206 229 4.2x 3.8x 12.1x 10.1x 2% 10% 34% 38%QuinStreet 139 101 0.4x 0.3x na 7.7x 3% 14% na 4%
Trim Mean 1,353 1,405 7.0x 4.6x 12.1x 8.9x 18% 23% 31% 17%Median 1,248 1,338 7.2x 3.8x 12.1x 8.9x 13% 17% 31% 14%
EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin
SEPTEMBER 2016
Recent Activity
Date Announced Acquirer(s) / Investor(s) Target / Issuer Description
8/1/16Magento (Culver City, CA) agreed to acquire RJMetrics for an undisclosed sum. RJMetrics develops cloud-based data infrastructure and analytics software for ecommerce, SaaS, and mobile businesses.
7/21/16
Nuance Communications (NasdaqGS:NUAN) agreed to acquire TouchCommerce for an implied enterprise value of $215mm. The partnership will allow Nuance to deliver digital self-service solutions to large enterprise customers looking to increase customer satisfaction and agent efficiency.
7/19/16
Zenreach (San Francisco, CA) raised $30mm in series B funding from The Founders Fund. Zenreach will use the proceeds to grow to over 300 employees, open a new international office in Dublin, extend its product offering to new verticals, and expand internationally.
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Banking Software & Processors
Public Market Data
06
[1] Q2 Holdings (QTWO) added to the index as of IPO 3/20/14
8x
12x
16x
20x
2.0x
3.0x
4.0x
5.0x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples[1]
EV / LTM Revenue EV / LTM EBITDA
80
140
200
260
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A Banking Software Index[1] vs. S&P 500, base = 100
M&A Banking Software Index S&P 500
Recent Activity
SEPTEMBER 2016
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
8/30/16
Behalf (New York, NY) raised $27mm in a Series C funding round led by new investor Viola Growth, and including existing investors MissionOG, Sequoia Capital, Spark Capital, and Vintage. Behalf offers small businesses near-instant credit approvals at the point of sale, speeding collections for suppliers and providing buyers with on-demand working capital.
8/17/16
Clara (San Francisco, CA) raised $27mm in a funding round led by Redpoint Ventures and Venrock. Clara is a technology-enabled mortgage lender, aiming to offer consumers competitive mortgages with an efficient, transparent process. Clara is currently lending only in California, but plans to expand soon to Arizona, Colorado, Oregon, and Washington; with a nationwide rollout by the end of 2017.
8/1/16
Battery Ventures (Boston, MA) acquired Bluepoint Solutions for an undisclosed sum. Battery will merge Bluepoint with its existing bank technology portfolio company Alogent. The combination will pair Bluepoint’s focus on credit unions and regional banks with Alogent’s core market of Tier-1 banks, providing document management and check-image capture solutions across both large and small depository institutions.
Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
FIS 26,100 36,575 5.5x 3.9x 21.7x 12.5x 3% 44% 26% 31%Fiserv 23,248 27,517 5.2x 4.9x 17.2x 14.4x 4% 6% 31% 34%Jack Henry & Associates 6,917 6,847 5.3x 5.0x 15.1x 13.6x 6% 6% 35% 36%Oracle Financial Services 4,398 3,846 6.4x 5.8x 15.6x 13.8x 4% 11% 41% 42%Temenos 4,239 4,527 8.3x 7.3x 38.2x 19.2x 16% 14% 22% 38%Ellie Mae 3,052 2,963 11.7x 8.7x 61.7x 29.2x 57% 35% 19% 30%ACI Worldw ide 2,206 2,888 2.8x 2.9x 16.5x 11.4x 3% (4%) 17% 25%Q2 Holdings 1,117 1,021 9.4x 6.9x nm nm 38% 37% na naBottomline Technologies 876 915 2.7x 2.6x 22.4x 12.2x 4% 3% 12% 22%Polaris Consulting & Services 282 226 0.8x nm 6.4x nm 0% na 12% naSw ord Group 260 231 1.5x 1.3x 10.3x 8.3x 18% 17% 15% 15%Microgen 149 148 3.5x 2.8x 13.8x 11.3x 7% 24% 25% 25%Gresham Computing 84 79 4.0x 3.5x 29.4x 15.3x 16% 14% 14% 23%
Trim Mean 4,249 4,648 5.0x 4.5x 20.0x 13.7x 11% 17% 21% 29%Median 2,206 2,888 5.2x 4.4x 16.8x 13.6x 6% 14% 20% 30%
EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Business Intelligence Software
Public Market Data
07
[1] Tableau Software (DATA) added to the index as of IPO 5/17/13, Hortonworks (HDP) added to the index as of IPO 12/12/14
8x
16x
24x
32x
40x
48x
56x
64x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples[1]
EV / LTM Revenue EV / LTM EBITDA
80
100
120
140
160
180
200
220
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A BI Index[1] vs. S&P 500, base = 100
M&A BI Index S&P 500
Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
Splunk 7,748 6,728 10.1x 7.4x na nm 48% 37% na 9%Open Text 7,665 8,516 4.7x 4.4x 16.1x 12.4x (2%) 7% 29% 35%Tableau Softw are 4,369 3,534 5.4x 4.2x na 56.2x 58% 28% na 8%Verint Systems 2,124 2,514 2.2x 2.2x 18.0x 8.8x 0% (1%) 12% 25%Microstrategy 1,922 1,372 2.6x 2.7x 9.3x 10.5x (9%) (4%) 28% 26%Talend 716 720 9.5x 7.0x na na 21% 36% na naHortonw orks 465 356 2.9x 2.0x na na 165% 46% na na
Trim Mean 3,359 2,973 5.0x 4.1x 16.1x 11.5x 25% 21% 28% 20%Median 2,124 2,514 4.7x 4.2x 16.1x 11.5x 21% 28% 28% 25%
EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin
Recent Activity
SEPTEMBER 2016
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
7/29/16 IPO
Talend (Nasdaq:TLND) raised $94.5mm on its IPO implying a valuation of 8.8x LTM revenue. France-based Talend sells software that helps organizations organize their existing databases and information resources. It has more than 1,300 customers, including Air France, Citi, and General Electric.
6/7/16Reltio (Redwood Shores, CA) raised $22mm in a Series B round led by new investor New Enterprise Associates and returning investors, CrossLink Capital and .406 Ventures.
5/3/16
Maana (Palo Alto, CA) raised $26mm in a Series B round led by Aramco Energy Ventures. Maana offers an advanced analytics platform that operationalizes big data insights into line-of-business applications. Existing investors GE Ventures, Chevron Technology Ventures, Intel Capital, and Frost Data Capital also participated in this round which brings the total funding to date to more than $40mm.
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Capital Markets Software & Services
Public Market Data
08
Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
Broadridge 8,392 8,687 3.1x 2.5x 14.6x 13.0x 7% 25% 21% 19%IHS Markit 6,946 7,625 2.3x 2.1x 7.9x 5.7x 5% 10% 29% 37%SS&C Technologies 6,752 9,258 9.3x 6.2x 28.1x 14.8x 30% 50% 33% 42%Computershare 4,084 5,386 2.8x 2.6x 9.0x 10.1x (3%) 5% 31% 26%DST 4,083 4,419 2.2x 2.6x 10.9x 11.5x (1%) (15%) 20% 23%SimCorp 2,154 2,122 6.8x 6.6x 25.7x 28.0x 15% 4% 26% 23%Envestnet 1,690 1,943 4.6x 3.3x 38.4x 19.3x 21% 38% 12% 17%IRESS 1,476 1,596 5.8x 5.4x 23.0x 17.7x 10% 7% 25% 30%Fidessa group 1,278 1,189 3.0x 2.7x 17.6x 10.2x 7% 11% 17% 27%First Derivatives 685 705 4.9x 4.1x 37.0x 20.6x 39% 19% 13% 20%Linedata Services 320 341 1.8x 1.7x 7.1x 6.5x 9% 1% 25% 27%Cinnober 118 113 3.2x 2.7x 49.6x 48.1x 10% 17% 6% 6%StatPro Group 89 102 2.5x 2.2x 19.4x 15.4x (6%) 17% 13% 14%Brady 75 67 1.8x 1.6x nm 11.2x (12%) 11% 0% 15%Lombard Risk Management 32 27 0.9x 0.7x 21.2x na 6% 25% 4% na
Trim Mean 2,289 2,638 3.4x 3.1x 21.1x 14.8x 9% 15% 19% 23%Median 1,476 1,596 3.0x 2.6x 20.3x 13.9x 7% 11% 20% 23%
EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin
4x
8x
12x
16x
20x
24x
1.0x
1.5x
2.0x
2.5x
3.0x
3.5x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples
EV / LTM Revenue EV / LTM EBITDA
80
100
120
140
160
180
200
220
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A Capital Markets Index vs. S&P 500, base = 100
M&A Capital Markets Index S&P 500
Recent Activity
SEPTEMBER 2016
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
8/17/16
Institutional Shareholder Services (Rockville, MD) acquired iiWisdom’s interactive governance portal for an undisclosed sum. iiWisdom’s interactive governance platform is designed to transform company proxy and governance data into sophisticated communications solutions, connecting public companies with their institutional investors.
8/11/16
Aegon (Edinburgh, UK) agreed to acquire Cofunds for $182mm from Legal & General Group. The acquisition will help complete Aegon’s shift from a traditional life insurer to a broader retail financial services platform. Aegon anticipates realizing roughly $78mm in annual cost synergies as part of the acquisition.
8/3/16
Axial Networks (New York, NY) raised $14mm in a Series C round of funding led by new investor Edison Partners and including existing investors Comcast Ventures, First Round Capital, and Redpoint Ventures. Axial provides an online capital markets network that connects private companies with advisors, lenders, and acquirers. This transaction brings the total amount raised by Axial to $34mm.
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Data & Analytics – Financial Services
Public Market Data
09
10x
12x
14x
16x
18x
3.0x
4.0x
5.0x
6.0x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples
EV / LTM Revenue EV / LTM EBITDA
80
120
160
200
240
280
320
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A Data & Analytics Financials Index vs. S&P 500, base = 100
M&A D&A Financial Index S&P 500
Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
S&P Global 32,948 36,129 6.8x 6.5x 16.3x 15.0x 5% 5% 42% 43%Thomson Reuters 31,289 39,891 3.3x 3.5x 15.4x 12.6x (3%) (7%) 21% 28%Moody's 21,282 22,889 6.6x 6.5x 14.4x 14.5x 5% 2% 46% 45%Experian 19,020 22,109 4.7x 4.9x 12.5x 13.9x (3%) (2%) 38% 35%Equifax 15,973 18,864 7.1x 6.0x 20.6x 17.1x 9% 18% 34% 35%Verisk Analytics 14,220 16,278 7.9x 8.1x 17.2x 16.2x 18% (3%) 46% 50%MSCI 8,732 9,907 9.2x 8.6x 20.6x 17.8x 8% 7% 45% 48%FactSet Research Systems 7,333 7,422 7.2x 6.4x 20.0x 18.1x 10% 12% 36% 36%CoStar Group 6,725 6,596 9.3x 7.9x nm 26.5x 24% 18% 13% 30%Dun & Bradstreet 5,038 6,408 3.9x 3.7x 15.0x 12.8x 3% 5% 26% 29%FICO 4,134 4,617 5.4x 5.2x 23.7x 22.5x 7% 4% 23% 23%CoreLogic 3,690 5,170 3.4x 2.7x 16.0x 10.5x 9% 25% 21% 26%Morningstar 3,597 3,426 4.3x 4.3x 13.4x 13.4x 4% 1% 32% 32%
Trim Mean 12,494 14,217 6.0x 5.7x 16.9x 15.8x 7% 6% 33% 35%Median 8,732 9,907 6.6x 6.0x 16.2x 15.0x 7% 5% 34% 35%
EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin
SEPTEMBER 2016
Recent Activity
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
8/15/16
Euromoney Institutional Investor (LSE:ERM) agreed to acquire FastMarkets for £13mm (~$16.7mm). FastMarkets is a leading provider of real-time metals market information and will be integrated with Euromoney’s Metal Bulletin, the global metals and mining price reporting agency.
8/1/16 Domestic Businessesin Latin America
CB Alliance (New York, NY) agreed to acquire Dun & Bradstreet’s domestic businesses in Latin America for an undisclosed sum. CB Alliance is a current Worldwide Network Partner of Dun & Bradstreet and the owner of Dun & Bradstreet Israel.
8/1/16 Domestic Businessesin Benelux Region
An undisclosed financial investor agreed to acquire Dun & Bradstreet’s domestic businesses in the Benelux region for an undisclosed sum. The financial investor is in the process of closing on the acquisition of Altares, a current Worldwide Network Partner of Dun & Bradstreet in France, which would operate the Benelux businesses.
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Healthcare Information Software Systems
Public Market Data
10
[1] Benefitfocus added to the index as of IPO 9/18/13, Veeva added on 10/16/13, and Imprivata added on 6/24/14
Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
Cerner 22,203 22,158 5.1x 4.5x 18.4x 13.7x 31% 13% 28% 33%Veeva Systems 6,022 5,542 13.5x 10.5x 62.6x 35.9x 31% 29% 22% 29%athenahealth 4,808 4,968 5.4x 4.5x nm 21.1x 23% 19% 7% 21%Medidata 3,062 3,000 7.6x 6.5x nm 28.3x 17% 18% 10% 23%Allscripts 2,411 3,894 2.8x 2.5x 34.6x 13.2x 1% 13% 8% 19%Inovalon 2,397 1,928 4.4x 4.1x 13.7x 14.2x 21% 8% 32% 29%CompuGroup Medical 2,152 2,534 4.1x 4.0x 24.4x 17.8x 5% 2% 17% 22%HealthEquity 1,942 1,792 14.1x 10.2x 51.6x 30.0x 44% 39% 27% 34%The Advisory Board 1,710 2,265 2.9x 2.8x 22.1x 11.8x 34% 7% 13% 23%NantHeatlh 1,582 1,357 23.3x 10.0x nm na 72% 133% na na naBenefitfocus 1,190 1,197 6.5x 5.1x nm na 35% 27% na naQuality Systems 720 782 1.6x 1.6x 13.7x 8.9x 3% 2% 12% 18%Imprivata 486 440 3.7x 3.2x nm na 23% 17% na naComputer Programs & Systems 345 497 2.7x 1.8x 14.9x 8.4x (11%) 51% 18% 21%
Trim Mean 2,374 2,480 6.1x 4.9x 25.7x 17.7x 22% 20% 17% 25%Median 2,047 2,097 4.7x 4.3x 22.1x 14.2x 23% 17% 17% 23%
EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin
10x
15x
20x
25x
30x
35x
2.0x
3.0x
4.0x
5.0x
6.0x
7.0x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples[1]
EV / LTM Revenue EV / LTM EBITDA
50
100
150
200
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A HISS Index[1] vs. S&P 500, base = 100
M&A HISS Index S&P 500
Recent Activity
SEPTEMBER 2016
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
8/29/16
Athenahealth (NASDAQ:ATHN) acquired Filament Labs (d/b/a Patient IO) for an undisclosed sum. Patient IO provides a care coordination platform for providers to engage patients. Previously, Filament had raised ~$5mm from Mercury Fund, TechStarts, Arcadia Services and others; in November 2015, athenahealth invested an undisclosed sum in Patient IO through their “More Disruption Please” program.
8/22/16
Loblaw Companies (TSX:L) agreed to acquire QHR Corporation for $3.10 CAD/share or approximately $130mm, valuing the company at an implied 5.1x LTM revenue and 57.7x LTM EBITDA. QHR provides electronic medical records and hosting solutions for physician offices. Loblaw is Canada’s largest food retailer with a large retail network of pharmacies through its Shoppers acquisition for $12.4bn CAD in 2014.
8/15/16
Harris’ Healthcare group (Montreal, Canada), a subsidiary of N. Harris Computer Corp which is owned by Constellation Software (TSX:CSU) acquired digiChart for an undisclosed sum. Based in Brentwood, TN and founded in 1996, digiChart provides electronic medical records and practice management to OB/GYN practices in the U.S.
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Information & Market Research
Public Market Data
11
10x
12x
14x
16x
18x
2.0x
2.5x
3.0x
3.5x
4.0x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples
EV / LTM Revenue EV / LTM EBITDA
SEPTEMBER 2016
Recent Activity
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
8/29/16
NPD Group (Port Washington, NY) agreed to acquire Electronic Entertainment Design and Research (“EEDAR”) for an undisclosed sum. EEDAR is a specialist market research and data analysis firm for the video games industry, with a proprietary database of video game product metadata including 200 million facts on 150,000 game titles.
8/17/16
Institutional Shareholder Services (Rockville, MD) acquired iiWisdom’s interactive governance portal for an undisclosed sum. iiWisdom’s interactive governance platform is designed to transform company proxy and governance data into sophisticated communications solutions, connecting public companies with their institutional investors.
8/4/16
S&P Global Platts, a subsidiary of S&P Global (NYSE:SPGI), agreed to acquire PIRA Energy Group for an undisclosed sum. PIRA Energy Group is a leading provider of energy research and forecasting products and services to energy and commodity customers in 60 countries. PIRA helps extend S&P’s global oil and gas analytics capabilities.
Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
Reed Elsevier (RELX Group) 38,324 43,264 5.4x 4.8x 18.3x 13.7x 3% 13% 30% 35%Nielsen 19,352 27,225 4.4x 4.3x 18.2x 13.8x (2%) 3% 24% 31%Wolters Kluw er 12,411 14,478 3.1x 3.0x 11.8x 11.7x 15% 2% 26% 26%Pearson 9,388 9,970 1.7x 1.7x 10.7x 10.0x (2%) 1% 16% 17%Gartner 7,596 7,998 3.7x 3.3x 22.6x 17.0x 7% 13% 16% 19%Informa 6,132 7,538 4.7x 4.3x 15.2x 13.3x 7% 9% 31% 32%UBM 4,038 4,099 4.0x 3.8x 15.5x 13.0x 40% 6% 26% 29%Euromoney Institutional Investor 1,763 1,714 3.2x 3.3x 7.9x 12.2x (1%) (1%) 41% 27%comScore 1,216 1,102 3.0x 2.2x 29.7x 9.1x 12% 34% 10% 25%Forrester Research 744 614 2.0x 1.9x 19.0x 16.1x 1% 5% 10% 12%
Trim Mean 7,737 9,266 3.5x 3.2x 16.4x 13.0x 5% 6% 22% 26%Median 6,864 7,768 3.5x 3.3x 16.8x 13.1x 5% 5% 25% 26%
EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin
80
100
120
140
160
180
200
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A Info & Mkt Research Index vs. S&P 500, base = 100
M&A Info & Mkt Research Index S&P 500
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Insurance Technology
Public Market Data
12
[1] Connecture added to the index as of IPO 12/12/14
5x
10x
15x
20x
25x
30x
0.0x
1.0x
2.0x
3.0x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples[1]
EV / LTM Revenue EV / LTM EBITDA
80
130
180
230
280
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A Insurance Tech Index[1] vs. S&P 500, base = 100
M&A Insurance Tech Index S&P 500
Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
Guidew ire Softw are 4,566 3,937 9.9x 9.1x nm 47.1x 7% 9% 5% 19%Ebix 1,879 2,042 7.7x 7.3x 20.9x 18.6x 24% 6% 37% 39%CorVel 759 723 1.5x nm 11.3x nm 1% na 13% naSapiens 669 582 3.1x 2.8x 20.4x 17.1x 18% 13% 15% 16%msg life 92 66 0.5x 0.5x 6.8x 5.4x 6% 1% 8% 10%Connecture 37 103 1.1x 1.0x 18.0x 8.4x 13% 9% 6% 12%
Trim Mean 850 863 3.3x 3.7x 16.6x 14.7x 11% 8% 10% 16%Median 714 652 2.3x 2.8x 18.0x 17.1x 10% 9% 10% 16%
EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin
Recent Activity
SEPTEMBER 2016
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
08/04/16Guidewire Software (NYSE:GWRE) agreed to acquire FirstBest Systems, for $34mm. FirstBest Systems, develops and markets insurance underwriting software technology solutions.
08/04/16Huize Insurance (Shenzhen, China) raised $15mm in a Series B round from Fortune Venture Capital. Huize Insurance is an online third party insurance e-commerce platform.
7/19/16
Solera (Westlake, TX) agreed to acquire Enservio from Bain Capital Ventures, Matrix Partners, and others. Enservio is the largest US-based provider of SaaS software to the property contents insurance sector. This is Solera’s first acquisition since being taken private by Vista Equity Partners in a deal announced in September 2015.
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Payment Technology
Public Market Data
13
[1] SafeCharge (SCH) added to the index as of IPO 4/1/14. PayPal (PYPL) added to the index as of IPO 7/20/15
Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
PayPal 45,137 40,180 4.3x 3.7x 20.6x 14.5x 15% 17% 21% 26%FleetCor Technologies 15,525 17,773 10.4x 9.6x 21.0x 18.3x 42% 8% 50% 53%Global Payments 10,705 14,685 5.2x 5.4x 23.9x 17.0x 6% (4%) 22% 32%Western Union 10,609 12,656 2.3x 2.3x 9.1x 9.5x (2%) (1%) 25% 24%Vantiv 10,601 13,749 8.2x 7.3x 19.3x 15.3x 19% 12% 43% 48%Total System Services 9,091 12,182 4.4x 2.9x 18.3x 12.1x 14% 52% 24% 24%Wirecard 6,159 5,278 5.9x 4.6x 21.8x 15.5x 28% 27% 27% 30%Euronet Worldw ide 4,174 4,119 2.3x 2.1x 15.0x 11.7x 6% 11% 16% 18%WEX 3,859 4,811 5.6x 4.8x 16.1x 13.2x 27% 16% 35% 37%Blackhaw k Netw ork Holdings 1,923 2,191 1.2x 1.1x 13.6x 10.4x 25% 11% 9% 11%EVERTEC 1,280 1,892 5.1x 4.9x 12.8x 10.2x 3% 3% 40% 48%PayPoint 879 770 2.7x 2.8x 10.7x 10.0x (1%) (3%) 26% 28%Cass Information Systems 646 372 3.0x nm 10.6x nm 2% na 29% naSafeCharge 541 413 4.1x 3.6x 14.5x 11.1x 30% 15% 29% 32%Moneygram International 480 1,454 1.0x 0.9x 8.8x 5.5x (1%) 7% 12% 17%
Trim Mean 5,846 7,075 4.2x 3.8x 15.6x 12.5x 13% 10% 27% 30%Median 4,174 4,811 4.3x 3.7x 15.0x 11.9x 14% 11% 26% 29%
EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin
6x
8x
10x
12x
14x
16x
18x
1.5x
2.0x
2.5x
3.0x
3.5x
4.0x
4.5x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples[1]
EV / LTM Revenue EV / LTM EBITDA
75
100
125
150
175
200
225
250
275
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A Payment Tech Index[1] vs. S&P 500, base = 100
M&A Payment Tech Index S&P 500
Recent Activity
SEPTEMBER 2016
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
8/3/16 Card Processing inIT, DE, AT
SIA (Milan, Italy) agreed to acquire Unicredits’s card processing activities in Italy, Germany, and Austria for approximately $557mm (500mm EUR). Unicredit’s card processing activities cover approximately 13.5mm cards, 206k POS terminals, and 12k ATMs.
7/25/16MasterCard (NYSE:MA) agreed to acquire 92.4% of VocaLink for approx. $920mm (700 mm GBP). VocaLink is a global payments partner to banks, corporates and governments that designs, builds and operates world-class payment systems.
6/30/16
Blackboard (Washington D.C.) agreed to acquire Higher One Holdings for $260mm, valuing the company at an implied 1.7x LTM revenue. Higher One provides technology-based payment processing and refund disbursement services to higher education institutions and their students in the United States.
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Securities Exchanges
Public Market Data
14
8x
10x
12x
14x
16x
5.0x
6.0x
7.0x
8.0x
9.0x
10.0x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples
EV / LTM Revenue EV / LTM EBITDA
80
105
130
155
180
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A Sec Exchanges Index vs. S&P 500, base = 100
M&A Sec Exchanges Index S&P 500
Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
CME Group 36,699 37,688 11.3x 10.6x 16.9x 15.2x 7% 7% 67% 69%IntercontinentalExchange (ICE) 33,842 40,029 12.0x 8.8x 18.8x 14.3x 8% 36% 64% 62%Hong Kong Exchange 29,687 28,359 17.1x 18.9x 24.0x 27.2x 31% (10%) 71% 70%Deutsche Börse Group 15,028 16,347 5.3x 5.9x 13.0x 10.8x 16% (10%) 41% 54%London Stock Exchange (LSE) 12,761 13,431 6.2x 6.7x 16.8x 13.4x 28% (8%) 37% 50%The Nasdaq OMX Group 11,978 15,147 8.0x 6.6x 13.8x 13.1x 13% 21% 58% 50%BM&F Bovespa 9,782 9,755 14.4x 13.4x 21.9x 20.0x 9% 7% 65% 67%Australian Exchange (ASX) 7,447 6,710 12.4x 11.9x 15.4x 15.5x 9% 4% 80% 77%Singapore Exchange (SGX) 5,970 5,325 8.6x 8.8x 16.0x 15.5x 18% (3%) 54% 57%CBOE 5,587 5,536 8.7x 8.5x 15.1x 15.3x 3% 3% 58% 56%TMX Group 2,370 2,975 5.1x 5.3x 10.2x 11.1x (4%) (4%) 50% 48%
Trim Mean 14,676 15,366 9.7x 9.0x 16.4x 14.8x 12% 2% 59% 59%Median 11,978 13,431 8.7x 8.8x 16.0x 15.2x 9% 3% 58% 57%
EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin
SEPTEMBER 2016
Recent Activity
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
7/7/16BM&FBovespa (BOVESPA:BVMF3) acquired a 10% stake in Bolsa de Valores de Colombia for MXN 39.8bn (~$2.1bn). BM&FBovespa will remain on the lookout for other acquisition opportunities that would allow it to expand its core business.
7/1/16ChrysCapital (Port Louis, Mauritius) and others acquired a 5% stake in National Stock Exchange of India (“NSE”) for $135.4mm, implying an enterprise value of $1.6bn and valuing NSE at an implied 4.5x LTM revenue and 5.9x LTM EBITDA.
6/22/16Artisan Partners (Milwaukee, WI) acquired a 3.03% stake in Deutsche Boerse AG for an undisclosed sum. Deutsche Börse is in the midst of combining with London Stock Exchange, whose shareholders will vote on the proposed $30bn merger next month.
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Security Software
Public Market Data
Recent Activity
15
Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
Symantec 14,961 12,047 1.9x 1.9x 11.9x 11.9x 32% 32% 16% 16%Check Point Softw are 13,415 12,089 7.4x 7.0x 14.2x 12.8x 9% 6% 52% 55%Palo Alto Netw orks 11,839 11,061 9.6x 7.0x na 33.1x 56% 38% na 21%F5 Netw orks 8,252 7,441 3.8x 3.7x 12.5x 9.5x 9% 4% 31% 39%Fortinet 6,219 5,234 5.2x 4.1x nm 22.6x 31% 27% 6% 18%Proofpoint 3,202 3,145 11.9x 8.7x na nm 36% 37% na 7%FireEye 2,327 2,133 3.4x 3.0x na na 46% 16% na naCyberArk 1,890 1,653 10.3x 7.8x 47.1x 30.3x 56% 32% 22% 26%Imperva 1,448 1,192 5.1x 4.8x na na 43% 7% na naAVG Technologies 1,280 1,402 3.3x 3.2x 10.8x 9.4x 14% 1% 30% 34%Barracuda Netw orks 1,226 1,064 3.4x 3.1x nm 17.0x 16% 11% 1% 18%mimecast 948 844 6.2x 5.1x 61.6x nm na 21% 10% 4%VASCO Data Security 725 589 2.4x 2.8x 10.8x 17.7x 20% (13%) 23% 16%Axw ay Softw are 632 624 2.0x 1.8x 11.7x 11.0x 9% 9% 17% 16%Radw are 595 374 1.7x 1.8x 12.1x 18.8x (2%) (5%) 14% 10%Absolute Softw are 220 185 2.0x 2.1x 11.0x 20.4x (1%) (4%) 18% 10%Zix 207 186 3.4x 3.1x 18.5x 11.6x 9% 10% 18% 27%
Trim Mean 3,614 3,266 4.6x 4.0x 16.7x 16.7x 23% 14% 19% 20%Median 1,448 1,402 n 3.4x 3.2x 12.1x 17.0x 18% 10% 18% 18%
100
140
180
220
260
300
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A Security Index vs. S&P 500, base = 100
M&A Security Index S&P 500
SEPTEMBER 2016
Date Announced Acquirer(s) / Investor(s) Target / Issuer Description
8/18/16
Identity Theft Guard Solutions, dba. ID Experts (Portland, OR) raised $28mm in anequity round led by New investors Peloton Equity, Trident Capital Cybersecurity, and also included participation from returning investors. ID Experts offers SaaS-based technologies that address cyber breaches and identity fraud and reported $69mm in revenue in 2015.
8/11/16
UpGuard (Mountain View, CA) raised $17mm in a Series B round led by new investor Pelion Venture Partners and returning investor Square Peg Capital. UpGuardprovides a cybersecurity assessment score, or CSTAR score, a single measure of risk for information security to customers including Rackspace, Ulta, Citrix, Amadeus, PGI and ADP.
7/7/16
Avast (Prague, Czech Republic) agreed to acquire AVG Technologies for $1.5b, valuing the company at an implied 3.4x LTM revenue and 11.3x LTM EBITDA. The combination of the two antivirus software firms will give Avast access to 250mm PC and Mac users, and 160mm mobile users.
15x
20x
25x
30x
35x
40x
3.0x
4.0x
5.0x
6.0x
7.0x
8.0x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples
EV / LTM Revenue EV / LTM EBITDA
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Technology-Enabled Financial Institutions
Public Market Data
16
6x
10x
14x
18x
22x
1.0x
2.0x
3.0x
4.0x
5.0x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBT Multiples
Market Cap / LTM Revenue Market Cap / LTM EBT
60
100
140
180
220
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A Fintech Sector Index vs. S&P 500, base = 100
M&A Tech-enabled Fin Institutions Index S&P 500
Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin(USD millions) Cap CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
Charles Schw ab 41,936 6.7x 5.7x 19.0x 13.0x 10% 5% 35% 35%TD Ameritrade 17,451 5.5x 5.2x 13.7x 11.0x 11% 1% 41% 40%E*TRADE 7,333 4.0x 3.9x 12.2x nm 12% 4% 29% 33%MarketAxess 6,362 21.0x 17.3x 43.0x 31.0x 10% 16% 45% 49%IG Group 4,686 8.0x 7.3x 21.1x 15.4x 2% 3% 46% 38%ICAP 4,119 nm 2.5x nm 13.0x (10%) na 13% naBGC Partners 3,835 1.5x 1.4x nm 7.9x 3% 43% na naInteractive Brokers Group 2,385 1.7x 1.5x 4.0x 2.2x 5% 13% 42% 43%LendingClub 2,071 4.8x 4.4x nm nm 115% 104% na naTullett Prebon 1,285 1.2x 1.2x 10.4x 6.5x (13%) 13% 13% 12%Monex Group 689 1.4x 1.5x 9.9x nm (15%) 16% 12% 14%Investment Technology Group 510 0.8x 1.1x 4.2x 19.1x 6% 14% 12% 19%FXCM 474 2.2x 2.2x 11.3x 9.8x (4%) (37%) 6% 19%On Deck Capital 448 2.5x 1.6x nm nm 141% 99% na naBinckBank 362 1.7x 2.1x 8.2x nm (6%) 1% 19% 20%GAIN Capital 313 0.7x 0.8x 7.6x 4.1x 34% 17% 15% 10%
Trim Mean 3,715 3.2x 3.0x 11.8x 11.1x 12% 19% 25% 27%Median 2,228 2.2x 2.2x 10.8x 11.0x 5% 13% 19% 27%
Recent Activity
SEPTEMBER 2016
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
8/24/16 Gold MasterYintech Investment Holdings (NASDAQ:YIN) agreed to acquire Gold Master for $219mm, valuing the Company at an implied 6.8x LTM Revenue and 26.3x LTM Net Income. Gold Master is the second largest online provider of spot commodity trading services in China.
8/11/16
Aegon (ENXTAM:AGN) agreed to acquire Cofunds for approximately $180mm (140mm GBP). Cofunds provides investment platform services including bond, pension, collectives and cash services, in addition to consolidation, investor administration, online investor and intermediary integration services.
7/27/16
KCG Holdings, Inc. (NYSE:KCG) agreed to acquire Neonet Securities AB. Neonetoffers professional market participants neutral, high speed brokerage services and advanced trading software solutions. Its platform offers connectivity to the world's leading market places across the regions of North America, Europe, Asia, and Australia.
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
Technology-Enabled Healthcare Services
Public Market Data
17
SEPTEMBER 2016
Recent Activity
DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description
8/30/16
Zillion Group (Norwalk, CT) raised $28mm in Series C financing led by TwinFocusCapital Partners. Zillion provides a SaaS-based healthcare technology platform that specializes in patient engagement and video consultation. Zillon recently announced partnerships with UnitedHealth and Apollo Endosurgery, both of which plan to leverage the platform to provide education sessions, group discussions and live coaching.
8/24/16
ClearCare (San Francisco, CA) raised $60mm led by Battery Ventures. ClearCareprovides a software platform for home care agencies to attract and retain customers, schedule and deliver care and optimize back office functions. To date, ClearCare had received financial backing from McKesson Ventures, Bessemer Venture Partners Cambia Health Solutions, QUALCOMM Ventures and others.
8/9/16
EQT (Stockholm, Sweden) agreed to acquire Press Ganey for $40.50/share in cash, or approximately $2.35 billion, valuing the company at an implied 6.9x LTM revenue and 22.7x LTM EBITDA. Press Ganey provides patient experience and healthcare provider measurement, analytics and advisory solutions for healthcare organizations. Press Ganey went public in May 2015 at $25/share.
Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E
McKesson 42,093 47,126 0.2x 0.2x 11.0x 9.2x 10% 6% 2% 3%Cotiviti 2,998 3,760 6.9x 6.1x 18.8x 15.6x 23% 13% 37% 39%WebMD 2,679 2,703 4.2x 3.8x 18.5x 11.8x 10% 11% 23% 32%Press Ganey 2,154 2,290 7.2x 6.2x nm 16.2x 13% 15% 9% 38%HMS Holdings 1,844 1,853 3.9x 3.7x 20.5x 15.0x 7% 5% 19% 25%Evolent Health 1,495 1,589 16.4x 6.9x nm n/a na 137% na n/aHealthw ays 931 1,154 1.5x 2.3x 34.9x 11.5x 4% (34%) 4% 20%Emis 850 854 4.1x 3.9x 15.6x 12.2x 13% 6% 26% 32%HealthStream 853 714 3.4x 3.1x 28.2x 20.3x 22% 9% 12% 15%Teladoc 690 609 7.9x 5.0x nm n/a 78% 58% na n/aMINDBODY 689 617 6.1x 4.5x nm n/a 45% 36% na n/aVocera Communication 434 316 3.0x 2.6x nm n/a 9% 15% na 2%Castlight Health 417 291 3.9x 2.9x nm n/a 65% 33% na n/aEveryday Health 255 341 1.5x 1.3x 14.1x 7.5x 26% 11% 10% 18%Accretive Health 185 127 1.1x 0.6x nm n/a (44%) 79% na n/aCranew are 171 122 2.6x 2.3x 8.6x 7.2x 8% 15% 30% 32%
Trim Mean 1,403 1,436 4.1x 3.5x 18.1x 12.4x 20% 22% 17% 24%Median 853 854 3.9x 3.4x 18.5x 12.0x 13% 14% 16% 25%
EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin
6x
12x
18x
24x
0.5x
1.5x
2.5x
3.5x
4.5x
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
EV /
EBIT
DA
EV /
Rev
enue
5 Year LTM Revenue & EBITDA Multiples[1]
EV / LTM Revenue EV / LTM EBITDA
50
100
150
200
Sep-11 Sep-12 Sep-13 Sep-14 Sep-15 Sep-16
5 Year M&A Tech-Enabled HCS Sector Index[1] vs. S&P 500, base = 100
M&A Tech-Enabled HCS Index S&P 500
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 18
MERGER AND ACQUISITION TRANSACTIONS
Software and Services Transaction Activity
Software and Services Transaction Multiples
SEPTEMBER 2016
0.0
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
0
50
100
150
200
250
300
350
400
Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
2013 2014 2015 2016
Agg
rega
te V
alue
($bn
)
Num
ber o
f Tra
nsac
tions
Number of Transactions Aggregate Value
0x
1x
2x
3x
4x
5x
6x
0x
5x
10x
15x
20x
25x
30x
Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
2013 2014 2015 2016
EV
/ R
even
ue
EV
/ E
BIT
DA
EV / EBITDA EV / RevenueNote: Mid-market M&A defined as transactions with enterprise values below $1 billion.
(1)
(1)
(1)
Note: Not a complete list
CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR IMPORTANT STRATEGIC MOVES
19
has invested in
Marlin & Associates acted as strategic and financial advisor to Aquiline Capital
Partners.
Dublin, Ireland
New York, NY
has been acquired by
Marlin & Associates acted as exclusive strategic and financial advisor to Varden Technologies Inc.
Windsor, CT
Boston, MA
has been acquired by
Marlin & Associates acted as exclusive strategic and financial advisor
to Alacra, Inc.
Pa lo A lto, CA
New York, NY
rece ived an investment from
Marlin & Associates acted as exclusive strategic and financial advisor
to Trunomi.
Campbell, CA Brentwood, TN
a portfolio company of
Marlin & Associates acted as strategic and financial advisor to Agilum Healthcare Intelligence.
has been acquired by
San Mateo, CA
Marlin & Associates acted asexclusive strategic and financial
advisor to Xignite.
received a strategicinvestment from
Tokyo, Japan
We chose the Marlin team because they best understood our business and its fit in the overall market. Their consultative, strategic, hands-on approach guided us through a complex process and helped us avoid mistakes we undoubtedly would have made without their guidance and experience.”
Perry HarrisPresident, Varden Technologies
SEPTEMBER 2016
M&A Award USA TMT Advisory Firm of the Year (2012, 2015) – Acquisition International
• Financial Technology Deal of the Year (2012, 2011)• North America Small Mid Markets Corporate Deal of the Year (2013)• Corporate M&A Deal of the Year (2010)• Technologies Deal of the Year (2010)* Firm-wide Awards
• Boutique Investment Banking Firm of the Year (2014, 2015, 2016)*• Middle Market International Professional Services (B-to-B) Deal of the Year (2013)• Financial Services Deal of the Year (2013, 2012 and 2011)• Information Technology Deal of the Year (2011)• Middle Market Deal of the Year <$25M (2011)• Corporate and Strategic Acquisition of the Year (2011)• Middle Market Financial Services Deal of the Year (2011 and 2010)• Middle Market Information Technology Deal of the Year (2011 and 2010)• Middle Market International Financial Services Deal of the Year (2013 and 2010)• Middle Market International Information Technology Deal of the Year (2010)• Middle Market Financial Services Turnaround Deal of the Year (2009)• Middle Market Information Technology Turnaround Deal of the Year (2009)• Middle Market International Deal of the Year(2008)• Middle Market Financial Services Deal of the Year (2008)• Middle Market Technology Deal of the Year (2008)• Middle Market Investment Banking Firm of the Year (2008 and 2007)*• Middle Market International/Cross Border Deal of the Year (2007, Below $100M)• Middle Market Financial Services Deal of the Year (2007, Below $100M)• Middle Market Financing Agent of the Year – Equity (2007)*• Middle Market Computer and Information Technology Deal of the Year (2007)• Middle Market Financing Deal of the Year - Equity (2007)• Middle Market Financing - Financial Services Deal of the Year (2007)
PEER AND INDUSTRY GROUP RECOGNITION
20
Boutique Investment Banking Firm of the Year(2014, 2015, 2016) - The M&A Advisor
The M&A Advisor and The M&A Forum have recognized Marlin & Associates for excellence in multiple deal categories including:
The Global M&A Network has recognized Marlin & Associates for excellence in multiple deal categories through its M&A Atlas Awards:
TMT Advisory Firm of the Year (2015)
Boutique Investment Banking Firm of the
Year(2015)
– ACQ5 (Acquisition Finance
Magazine)
“We are always grateful to be recognized for our hard work, but we are more pleased that we areable to help our clients achieve the results that they seek.”
Ken MarlinFounder and Managing Partner
SEPTEMBER 2016
Note: Not a complete list
Ken Marlin
Founder and Managing Partner of M&A• Twice named to II’s Tech 50• Member Market Data Hall of Fame• MD Veronis Suhler Stevenson• CEO of Telesphere Corporation • CEO of Telekurs (NA)• EVP Bridge Information systems• SVP at Dun & Bradstreet• BA from the University of California (Irvine)• MBA from UCLA, post-MBA from New
York University Jason Panzer
Chief Operating Officer of M&A• 20+ years of M&A experience advising
technology and PE firms, globally• VP Business Development at FactSet• M&A attorney of Skadden, Arps, Slate,Meagher and Flom
• CFO of JCF Group• MBA from Columbia Business School• J.D. from Fordham Law School• CFA Charterholder
Paul Friday
• 20+ years of investment banking experience
• Experience working with both large corporations and entrepreneurial technology-based companies
• Formerly at Robertson Stephens and PaineWebber (UBS)
• BS, Finance from Pennsylvania State University
• 18+ years of investment banking andprivate equity experience
• Named twice to Dealer’s Digest and recently M&A Advisor’s “40-Under-40”
• Founded Marlin & Associates with Ken Marlin
• Formerly at Veronis Suhler Stevenson, Morgan Stanley, and American International Group
• BS from Binghamton University
Tom Selby
• 12+ years of M&A experience • VP of Business Development at SunGard• Founder of software company sold to
SunGard • Started career designing trading software
for TD Bank• BaSC, Engineering from University of
Toronto
Jonathan Kaufman
• 15+ years of corporate finance experience
• Thought leader in Fintech• 8+ years in investment banking at UBS and Deutsche Bank
• BS from Union College• MBA from University of Virginia’s Darden
School of Business• Named to Deal’s Digest “40-Under-40”
George Beckerman
• 25+ years of investment banking/ strategic consulting
• Co-founder of MarketResearch.com• Advisor at Dun & Bradstreet, R.R. • Donnelly & Sons, and BDM• Executive positions in Washington • Post’s Legislate subsidiary and Thomson
Finacials’ legal research business• National Defense Education Fellow
at New York University’s GraduateSchool of Public AdministrationJeffrey Trongone
• 10+ years on Wall Street• Winner of M&A Advisor’s 2016 Emerging
Leaders Award• Previously with Scotia Capital and J.P.
Morgan• BS from Villanova University • CFA Charterholder
MARLIN AND ASSOCIATES: WHO WE ARE
OUR SENIOR TEAM BRINGS EXTENSIVE DEPTH, BREADTH AND INDUSTRY EXPERTISE TO OUR CLIENTS
Michael Maxworthy
Paul Friday
21
SEPTEMBER 2016
Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 8/31/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.
New York | San Francisco | Washington, D.C. | Toronto
www.MarlinLLC.com
22