33
© 2020 Marlin & Associates All Rights Reserved – Proprietary & Confidential Marlin & Associates Securities LLC, a wholly owned subsidiary of Marlin & Associates Holding LLC, is a broker-dealer registered with the Securities and Exchange Commission and is a FINRA/SIPC member firm (www.finra.org). Investment banking and/or securities are offered through Marlin & Associates Securities LLC. Capital Markets Technology Industry Update June 2020

Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

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Page 1: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

© 2020 Marlin & Associates All Rights Reserved – Proprietary & Confidential

Marlin & Associates Securities LLC, a wholly owned subsidiary of Marlin & Associates Holding LLC, is a broker-dealer registered with the Securities and Exchange Commission and is a FINRA/SIPC member firm (www.finra.org). Investment banking and/or securities are offered through Marlin & Associates Securities LLC.

Capital Markets TechnologyIndustry UpdateJune 2020

Page 2: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

2

Marlin & Associates: Advisor Of Choice To Fintech, Data And Analytics CompaniesAnd Investors Worldwide

Domain expert – advised on 200+ relevant transactions over 18+ years. Marlin & Associates (“M&A”) has been the domain expert in providing

independent and unbiased strategic counsel and advisory services to global sellers and buyers of middle-market FinTech and Data & Analytics firms

Local yet global – successfully served clients from 27 countries from our HQ in New York City, and offices in Washington, D.C. and Toronto

Well recognized – “Middle-Market IB of the Year,” “TMT Advisory Firm of the Year”, and “Cross-border Boutique IB of the Year”, and more than 20

“Deals-of-the-Year”

Full Range of Transaction Services Industry Recognition and Awards Sector Coverage

Sell-side & Buy-side M&A

Joint Ventures & Partnerships

Fairn

ess

Opi

nion

s Equity &

Debt C

apital R

aise

Insurance Tech

Regulatory Tech

Data & Analytics

Wealth Tech

Capital Markets Tech

Enterprise Software

TMT Advisory Firm of the Year

Middle-Market IB of the Year

Cross-Border Boutique IB of the Year

Advisory Firm of the Year

FinTech Deal of the Year

Corporate M&A Deal of the Year

Middle-Market IB of the Year

Middle Market Tech Deal of the Year

Business Intelligence

Bank Tech

Payments

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Digital Lending

Page 3: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

3

The Capital Markets Technology Industry Is Driven By Multiple Factors Including The Ongoing Impact Of The COVID-19 Pandemic

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Sources: Gartner, Oliver Wyman & Morgan Stanley, Greenwich Associates

Ever Changing Regulation Continues

To Add To External Pressures

Wall Street Firms Are Under Intense Pressure

To Reduce Costs (Exacerbated By

COVID-19)

Technology Is Becoming Increasingly

ComplexWall Street Is Looking

To 3rd Party Vendors For Sophisticated

Technology That’s More Effective & Efficient

Than Internal Technology

Electronic Trading Continues To Penetrate Across Asset Classes

Page 4: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

4Proprietary & Confidential

Wall Street Firms Are Under Intense Pressure To Reduce Costs (Exacerbated By COVID-19)

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Prior to the COVID-19 Pandemic, financial institutions were increasingly prioritizing cost reduction

Major Wall Street firms cut more than 1,000 sell-side securities staff positions in 2019(1)

In July 2019, Deutsche Bank announced a dramatic cost reduction overhaul aimed at cutting its workforce by 18,000

Charles Schwab cut 600 positions (3% of staff) in September 2019 to curb the effects of falling interest rates

In December 2019, Morgan Stanley announced 1,500 job cuts to offset a challenging environment of low interest rates,

slow economic growth, and vanishing volatility in financial markets

Citigroup’s Michael Corbat (CEO) has projected the firm can save as much as $600 million annually after investing in

technologies to run operations(2)

In January 2020, Goldman Sachs announced its trading division will bear the brunt of its $1.3 billion cost-cutting plan

This pressure has been intensified with the economic implications caused by the COVID-19 Pandemic

The impact of COVID-19 will drive declines in bonuses paid by Wall Street firms by as much as 20% in 2020,

coupled with significant layoffs(3)

Reuters reported in May 2020 that leading technology services firms are offering payment deferrals and discounts

of up to 20% to US banks to maintain their business as the pandemic forces Wall Street to reduce costs

Gartner estimates that banking and financial services industry’s global spending on IT and information security will

decline 5.6% in 2020 to $502 billion

Sources: 1) eFinancialCareers 2) Bloomberg 3) Johnson Associates

Wall Street Firms Are Under Intense Pressure

To Reduce Costs (Exacerbated By

COVID-19)

Page 5: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

5Proprietary & Confidential

Shifting Regulations And International Regulatory Divergence Have Introduced Uncertainty Into The Environment Banks Operate In

Sources: Gartner, Aite Group, Celent, RW Baird, Markets & Markets, Tracxn, Capital IQ , and Marlin & Associates

© Copyright Marlin & Associates Holding LLC 2020

Banks are focused on avoiding costly penalties and headline risk by remaining compliant with an ever-growing list of regulatory requirements Increased public scrutiny and pressure from stakeholders (shareholders, governments, internal teams)

U.S. Banks have paid out more than $200bn since the Great Recession of 2008

For governance to be effective, compliance and risk management systems need to be integrated across the firm

When different in-house systems are in place across different business segments and communication is limited, firm-

wide risk assessment is impossible

Improving governance is an enterprise-wide initiative that leverages an improved understanding of risk and more

effective compliance in order to maximize business performance

Tracking and understanding the compliance needs of the firm is imperative in properly assessing the firm’s risk

appetite as well as the management’s objectives

Ever Changing Regulation Continues

To Add To External Pressures

New Technologies

RD-Law 14/2018(MiFID II

New Technologies

AI / Machine Learning

CloudComputing

Advanced Analytics

Big Data

BlockchainPayments

FinancialConduct

Financial Supervision

Financial Crime

Digital Regulation

ProsecutionNatural Language

GDPR

PSD2

Open Banking UK

MAD / MAR

RD-Law 14/2018(MiFID II)

GDPR

PRIIPS

Basel IVFRTB

TRIM

MREL / TLAC

IFRS 9

CRD V / CRR 2NPLs

BIS Pillar 3GDPR

5th AML Directive (pending transposition)

MiFIR

GDPR

Data Cybersecurity

Regulation Continues To Evolve

Page 6: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

First reported COVID-19 case

6Proprietary & Confidential

Electronic Trading Continues To Penetrate Across Asset Classes

Sources: BIS, Marlin & Associates, MarketAxess, Reuters, Vanguard, CDC

© Copyright Marlin & Associates Holding LLC 2020

Electronic trading has fully penetrated equities, futures, CDS Indices, and Spot FX and continues to penetrate remaining asset classes

Electronic trading is not only changing the way securities are traded, it also has introduced a new market structure and market participants FICC trades shifted from dealer-to-dealer to a centrally cleared environment Introduction of dealer-to-customer and “all-to-all” platforms Introduction of new market participants – high frequency traders (many principal trading firms)

Vanguard credits the rise of HFT for providing its investors with “hundreds of millions of dollars a year in savings” due to the dramatic reduction in trading costs

The COVID-19 crisis has propelled the upward march toward electronification, even in markets that have traditionally resisted it Growth of electronification in standardized interest rate swaps has been dramatic, growing from 20% to 70% in just

three years, driven largely by jurisdictions that have mandated trades to be centrally cleared (e.g. Dodd-Frank in the U.S. and EMIR in the European Union)

Electronic bond trading volumes saw a ~50% surge between February and March, amid the rise of COVID-19

0

200

400

600

800

1000

Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20

Month-To-Month Electronic Bond Trading Volumes On The MarketAxess Platform ($bn)

Electronic Trading Continues To Penetrate Across Asset Classes

Page 7: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

7Proprietary & Confidential

Increasingly Sophisticated Technology Allows Third Parties To Meet Needs Better Than Internal Solutions

Sources: 1) TierPoint, Gartner, Aite Group, Celent, RW Baird, Markets & Markets, Tracxn, Capital IQ , and Marlin & Associates

© Copyright Marlin & Associates Holding LLC 2020

Big Data ~22% of financial services firms are now utilizing Big Data

Customer analytics accounts for ~48% of Big Data use cases and McKinsey estimates that data-driven companies worldwide improve their marketing ROI by 15-20%

Artificial Intelligence Autonomous estimates that AI based applications will allow for $1 trillion in annual cost savings by financial institutions

by 2030 across the Front-, Middle- and Back-Office globally

Front-Office – $490 billion in annual savings by 2030 driven largely by reduced headcount requirements Middle-Office – $350 billion in annual savings by 2030 driven by the application of AI to KYC/AML, compliance,

authentication and data processing Back-Office – $200 billion in annual savings by 2030 driven largely by automated underwriting and collection

systems

Blockchain (Distributed Ledger Technology) Growth in blockchain technology, including the rise of digital currency applications

Technologies within financial services has attracted significant investment, with ~$5.7bn in funding during FY 2019

39%

49% 51%

Cloud Platform-as-a-Service

On-Site PrivateClouds

Public Cloud Services

Percentage of Financial Services Firms’ Leveraging Cloud Services

Cloud Services Cloud services are the foundation for digital

transformation initiatives and financial services firms are rapidly identifying the importance of cloud adoption

There is still significant room for adoption within cloud services 14% of firms mainly utilize non-cloud, off-site,

hosted infrastructure 44% of firms primarily use conventional, on-site

infrastructure

Technology Is Becoming Increasingly

Complex

Page 8: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

8Proprietary & Confidential

COVID-19 Has Placed Even More Pressure On Wall Street Firms As They Seek Third-Party Applications To Reduce Costs

© Copyright Marlin & Associates Holding LLC 2020

In order to reduce costs while remaining effective, financial institutions are increasingly turning to technology to drive

operating leverage

Digitally-focused banks grew revenue at a 3.5% CAGR from 2011 to 2017, while their costs only grew at a 1.6%

CAGR, allowing for increased operating leverage. Over the same time period, banks that were not digitally-focused

grew revenue at a 5.8% CAGR, with costs growing at 5.7%, resulting in stagnant profitability for non-digitally focused

banks(2)

Financial institutions are increasingly prioritizing investment in technology & innovation to reduce costs

A 2019 Finextra study found that the two highest firm-wide priorities cited amongst executives from 100+ global

financial institutions were cost cutting and continued investment in digital experiences

Third-party vendors have begun to offer discounts, payment deferrals, and expanded services in order to retain

contracts and attract new ones from firms with reduced technology budgets

Major banks such as Goldman Sachs and Morgan Stanley began to disclose their cost-cutting initiatives in January, with

most of the initiatives targeted at capital markets divisions

The COVID-19 crisis has exacerbated the financial outlook for financial services firms, leading many of them to

reduce planned new hires/current headcount and creating a gap in services that can be partially filled through

outsourced IT and third-party software

Implemented cost-cutting measures levied on capital markets firms/divisions combined with the effects of COVID-19

will increase the pressure on firms to look to third-party vendors for a variety of solutions

Cost savings generated by the utilization of chatbots in financial institutions will reach $7.3 billion globally by 2023, up

from an estimated $209 million in 2019(1)

Sources: Finextra, Autonomous, Reuters1) Juniper Research 2) Business Insider

Wall Street Is Looking To 3rd Party Vendors For

Sophisticated Technology That’s More

Effective & Efficient Than Internal Technology

Page 9: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

Public Valuations Reflect The Dislocation, M&A And Financings Have Considerably Slowed Down

9Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Page 10: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

10Source: Marlin & Associates

Alternative Trading Systems / Market Makers Trading SoftwareGlobal Exchanges

Publicly-Traded Capital Markets Technology Companies Fall Into Six Broad Categories

© Copyright Marlin & Associates Holding LLC 2020Proprietary & Confidential

Large Financial Information Providers

Other Financial Information Providers

Outsourced Financial Solutions

Page 11: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

11

The Market Values Of Some Publicly Listed Capital Markets Technology Companies Have Begun To Recover

Source: Capital IQ as May 29th, 2020

Alternative Trading Systems / Market Makers 34.4%

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

S&P Alternative Trading Systems/ Market Makers

Outsourced Financial Solutions

Global ExchangesTrading Software

Large Financial Information Providers

Large Financial Information Providers14.6%

Global Exchanges3.5%

S&P (6.6%)Outsourced Financial Solutions (11.3%)Other Financial Information Providers(14.6%)

Trading Software (0.4%)

(60.0%)

(40.0%)

(20.0%)

0.0%

20.0%

40.0%

Jan-20 Feb-20 Mar-20 Apr-20 May-20

Other Financial Information Providers

Page 12: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

9.1x

2.9x 4.2x 4.0x

11.6x

5.4x

8.7x

2.4x

4.5x 4.0x

10.2x

6.6x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

20.0x

22.0x

24.0x

26.0x

Global Exchanges Alternative TradingSystems / Market Makers

Trading Software Outsourced FinancialSolutions

Large FinancialInformation Providers

Other FinancialInformation Providers

12

Revenue Multiples Across The Capital Markets Technology Eco-System Have Compressed, With Some Sectors Showing More Resiliency Than Others

Source: Capital IQ as May 29th, 2020

EV / 2020E Revenue as of May 29, 2020 vs January 1, 2020

EV/2020E Revenue Multiple as of 5/29/20

EV/2020E Revenue Multiple as of 1/1/20

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

(8%)20%

5%

1%

13%

(17%)

Page 13: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

14.4x

4.1x

23.2x

12.4x

24.5x

18.4x

14.0x

6.7x

20.8x

14.4x

21.9x

22.7x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

20.0x

22.0x

24.0x

26.0x

Global Exchanges Alternative TradingSystems / Market Makers

Trading Software Outsourced FinancialSolutions

Large FinancialInformation Providers

Other FinancialInformation Providers

13

EBITDA Multiples Across The Capital Markets Technology Eco-System Have Compressed, With Some Sectors Showing More Resiliency Than Others

Source: Capital IQ as May 29th, 2020Proprietary & Confidential

© Copyright Marlin & Associates Holding LLC 2020

EV / 2020E EBITDA as of May 29, 2020 vs January 1, 2020

3%

(14%)

EV/2020E EBITDA Multiple as of 5/29/20

EV/2020E EBITDA Multiple as of 1/1/20

11%

12%

(19%)

(39%)

Page 14: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

14Proprietary & Confidential

Amidst The COVID-19 Crisis, Q1’20 Fintech Financing Has Fallen To 2017 Levels

Source: CB Insights

© Copyright Marlin & Associates Holding LLC 2020

$5,6

03

$8,5

31

$3,0

35

$2,7

50

$3,3

50

$5,9

41

$5,0

11

$4,7

27

$6,2

52

$20,

758

$6,5

11

$7,8

73

$7,1

40

$9,2

45

$8,9

91

$9,5

77

$6,0

79

Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20

Quarterly Global VC-backed Fintech Financing, Q1’16 – Q1’20 ($mm)

Q1’20 Financing Level

Page 15: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

284

246

230

189

172

Jan-20 Feb-20 Mar-20 Apr-20 May-20

15

Dislocation Has Resulted In Fewer FinTech Deals – But Some Good Deals Are Still Getting Done

Sources: Pitchbook; Capital IQ

Select Transaction Targets:

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Page 16: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

We Have Been Here Before

16Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Page 17: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

400

600

800

1000

1200

1400

1600

100

150

200

250

300

350

400

S&P 500 U.S. M&A Deal Volume

17

Within A Year After The 1987 “Black Monday” Crash, Markets And M&A Had Begun To Recover

Sources: IMAA, FRED and Capital IQ

1987 Crisis

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Page 18: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

18

The Dot-Com Bubble Burst In 2000, Followed By A Tech Crash And Terrorist Attacks In September 2001. By Mid-2002, The Markets Had Begun to Recover

Sources: IMAA, FRED and Capital IQ

1000

1500

2000

2500

3000

3500

4000

4500

5000

400

600

800

1000

1200

1400

1600

1800

2000

S&P 500 U.S. M&A Deal Volume

Dot-Com Burst

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Page 19: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

19

Within A Year After The 2007/8 Financial Crisis, The Markets And M&A Had Begun To Return

Sources: IMAA, FRED and Capital IQ

1000

1500

2000

2500

3000

3500

4000

400

600

800

1000

1200

1400

1600

S&P 500 U.S. M&A Deal Volume

Financial Crisis

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Page 20: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

200

400

600

800

1000

1200

1400

1600

1800

2000

2200

2400

2600

2800

3000

3200

3400

3600

S&P 500 U.S. M&A Deal Volume

20

The COVID-19 Crisis Is Already Starting To Show Some Early Signs Of Stabilizing. Once Employment Rises, We Expect M&A Deal Volume To Follow

Source: Marlin & Associates, Capital IQ, and public sources. All market and operating data are as of 06/02/20. Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Page 21: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

21Proprietary & Confidential

We Expect Capital Markets Technology Players To Continue To Extend Product Offerings Through Acquisitions

Source: Marlin & AssociatesNote: Select transactions only.

Consolidator

Corporate CommunicationsIndex

Business

Risk Analytics & Index Solutions

2008 2013 2014 2015 2016

Security Evaluations & Credit Market Analysis

Global Fund Services

2017

Index Platform

Global Corporate Actions Validation

Service

Convertible Indices Business Integrity Ltd

2018 2019

Agribusiness Intelligence Group

2020

Investrack Business

Volatility Indices

© Copyright Marlin & Associates Holding LLC 2020

Page 22: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

22Proprietary & Confidential

We Expect Continued Consolidation In The Capital Markets Technology Space As Larger Players Continue To Move Across The Value Chain

Source: Marlin & Associates

Data & News Risk & Analytics Order Mgmt Execution Mgmt Connectivity /

Managed ServClearing & Settlement Risk, Accounting & Reporting

Pre-Trade Trade Post-Trade

Like

lyC

onso

lidat

ors

Poss

ible

Con

solid

ator

sSe

lect

Targ

ets

© Copyright Marlin & Associates Holding LLC 2020

Page 23: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

23

Marlin & Associates: Advisor Of Choice To Fintech, Data And Analytics CompaniesAnd Investors Worldwide

Domain expert – advised on 200+ relevant transactions over 18+ years. Marlin & Associates (“M&A”) has been the domain expert in providing

independent and unbiased strategic counsel and advisory services to global sellers and buyers of middle-market FinTech and Data & Analytics firms

Local yet global – successfully served clients from 27 countries from our HQ in New York City, and offices in Washington, D.C. and Toronto

Well recognized – “Middle-Market IB of the Year,” “TMT Advisory Firm of the Year”, and “Cross-border Boutique IB of the Year”, and more than 20

“Deals-of-the-Year”

Full Range of Transaction Services Industry Recognition and Awards Sector Coverage

Sell-side & Buy-side M&A

Joint Ventures & Partnerships

Fairn

ess

Opi

nion

s Equity &

Debt C

apital R

aise

TMT Advisory Firm of the Year

Middle-Market IB of the Year

Cross-Border Boutique IB of the Year

Advisory Firm of the Year

FinTech Deal of the Year

Corporate M&A Deal of the Year

Middle-Market IB of the Year

Middle Market Tech Deal of the Year

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Insurance Tech

Regulatory Tech

Data & Analytics

Wealth Tech

Capital Markets Tech

Enterprise Software

Business Intelligence

Bank Tech

Payments

Digital Lending

Page 24: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

FOCUS

TEAM

EXPERTISE

GLOBAL

PARTNERS

TRACK RECORD

24

We Have An “Unfair” Competitive Advantage

Marlin & Associates is one of the most active investment banking and strategic advisory firms providing trusted counsel to worldwide

buyers and sellers of middle-market Fintech, Data and Analytics firms including those that offer FinTech, RegTech; WealthTech;

InsurTech; BankTech; LegalTech, Business Intelligence, Market Intelligence and related enterprise software

Diverse team based across New York, Washington DC, and Toronto

Execution experience from some of the most highly regarded firms in the industry

Real world and relevant operating experience

18 years of transaction success

Our partners have worked at leading firms in FinTech

The industry we serve is not defined geographically, nor are we

Half of our transactions are cross-border

1/3rd of our clients are international

We are long-term thinkers and believe in partnering with our clients through their entire evolution

We are domain experts and offer independent and unbiased strategic counsel and advisory services to our clients

We stay with you until the end

200+ closed transactions

Numerous awards and accolades

Recognized as an industry leader and expert by our peers and clients

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

Page 25: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

“Bringing on the Marlin & Associates team remains one of our great decisions. The dedication of the team was on full display as we approached this latest chapter for ClearStructure. The guidance, creativity and true value-add that they brought to the table helped ClearStructure achieve goals we didn’t think were possible.“

-Scott Turley, CEO of ClearStructure

25Proprietary & Confidential

We Deliver Exceptional Results

Advisory Firm of the Year (US)

Gamechanger of the Year (US), Ken Marlin

Middle-Market Investment Bank of the Year (US)

Capital Raising Advisory Firm of the Year

Boutique Investment Banking Firm of the Year

Gamechanger of the Year (US), Ken Marlin

Middle-Market Investment Bank of the Year

TMT Advisory Firm of the Year (US)

Deal of the Year (Parthenon / BillingTree)

Boutique Investment Banking Firm of the Year

Small Tech Fund Raising of the Year for CRM

Professional Services (B2B) Deal of the Year (2017)

Boutique Investment Banking Firm of the Year

Cross-Border Deal of the Year (2016)

“The team at Marlin & Associates helped us get the best value for our company. They know the players and values of this industry at a level few can match. They guided us and brought multiple highly qualified buyers into the process -including FNZ, with whom we look forward to joining. We thank the Marlin & Associates team and look forward to working with them again in the future.”

-Rob DeDominicis, CEO of GBST

“We have been delighted with the service provided to us by Ken Marlin and his team. They have been diligent and thorough, and also a pleasure to work with. The Marlin team’s deep knowledge of our industry makes them the number one go-to firm when you want to sell your business. They have seen and managed more or less every possible situation and know the play book on how to deal with them. The process was meticulously planned and executed.”

-Justin Wheatley, CEO of StatPro

© Copyright Marlin & Associates Holding LLC 2020

Page 26: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

26Proprietary & Confidential

The Marlin & Associates Team Brings Relevant Transaction Expertise And Operating Experience

Woolley Capital Partners

Ken MarlinManaging MemberAnup Agarwal

Managing Director

Aalap MerchantManaging Director

Billy Adams

Jordan Wittbrot

Sam Wilcox

Al Sisca

Neil Chadda

Michael MaxworthyManaging Director

Tom SelbyManaging Director

Chris Fieschko

Peter Manuselis

New York City | Washington, DC | Toronto, Canada

© Copyright Marlin & Associates Holding LLC 2020

Page 27: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

27Proprietary & Confidential

We Have A Strong Track Record Advising Companies In The Capital Markets Technology Markets

Darien, CT

Atlanta, GA

Marlin & Associates acted as exclusive strategic and financial advisor to

Investment Metrics

has received an equity investment from

Boston, MA

Performance Reporting & Analytics

Accounting & Securities Transaction Software

has agreed to be acquired by

Brisbane, Australia

Marlin & Associates acted as financial advisor to

GBST Holdings Limited

Edinburgh, UK

Data, Analytics & Benchmarks

Stamford, CT

has agreed to be acquired by

Marlin & Associates acted as exclusive strategic and financial advisor to Greenwich Associates,

LLC

Mumbai, India

New York, NY

has been acquired by

Marlin & Associates acted as exclusive strategic and financial advisor to Hanweck

Associates, LLC

Chicago, IL

Real-Time Risk Analytics

Denver, CO

Marlin & Associates acted as exclusive strategic and financial advisor to NinjaTrader Group, LLC

New York, NY

has received a majority equity investment from

Trading Software & Brokerage Services

has been acquired by

Danbury, CT

Marlin & Associates acted as exclusive strategic and financial advisor to ClearStructure Financial

Technology, LLC.

Lake Success, NY

Multi-Asset Portfolio Management Solutions

from affiliates of Kohlberg Kravis Roberts & Co. L.P.

Marlin & Associates advised the Sponsors.

Private equity funds managed by Blackstone and by the Goldman Sachs

Merchant Banking Division (together, the “Sponsors”) have agreed to acquire

Market Intelligence, Data & Technology Solutions

Woburn, MA

has been acquired by

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to ByAllAccounts, Inc.

Data Aggregation Platform

has agreed to be acquired by

London, UK

Marlin & Associates acted as strategic and financial advisor toStatPro Group plc

Pittsburgh, PA

A portfolio company of

Portfolio Management Solutions

© Copyright Marlin & Associates Holding LLC 2020

Wealth Aggregation & Data Management Solutions

Wilton, CT

has received a majority equity investment from

Marlin & Associates acted as exclusive strategic and financial advisor to Private

Client Resources, LLC.

New York, NY

Page 28: Capital Markets Technology Industry Update June 2020 · Analytics Big Data Payments Blockchain Financial Conduct Financial Supervision Financial Crime Digital Regulation Prosecution

28Proprietary & Confidential

Clients Choose Us For Their Most Important Strategic Decisions (1/2)

has been acquired by

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to OptionsCity Software

New York, NY

Toronto, Canada

Marlin & Associates acted as exclusive strategic and financial

advisor to Tier1CRM

has received an equity investment from

Boston, MA & San Francisco, CASan Francisco, CA

has received a $30 million equity investment from

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to RapidRatings

New York, NY

has acquired

New York, NY

Marlin & Associates acted as exclusive strategic and financial advisor to Aquiline Holdings LLC

Marlin & Associates acted as exclusive strategic and financial

advisor to MSCI Inc.

New York, NYhas sold Financial Engineering

Associates, Inc. to

A portfolio company ofDallas, TX

Charlotte, NC

Marlin & Associates acted as exclusive strategic and financial

advisor to Zenmonics

has received an equity investment from

Jacksonville, FL

Marlin & Associates acted as exclusive strategic and financial advisor to TradingScreen Inc.

London, UKhas sold a minority equity interest

in its subsidiary

Singapore

London, UKto

New York, NY

Secures Minority Investment in

Marlin & Associates acted as exclusive strategic and financial

advisor to Goldman Sachs.

New York, NY

Chicago, IL

has received a majority equity investment from

Marlin & Associates acted as exclusive strategic and financial

advisor to InRule Technology, Inc.

Los Angeles, CA

has agreed to be acquired byLondon, UK

Marlin & Associates acted as strategic and financial advisor to

StatPro Group plc

Pittsburgh, PAA portfolio company of

has agreed to be acquired byBrisbane, Australia

Marlin & Associates acted as financial advisor to

GBST Holdings Limited

Edinburgh, UK

Wilton, CT

has received a majority equity investment from

Marlin & Associates acted as exclusive strategic and financial

advisor to Private Client Resources, LLC.

New York, NY

Orlando, FL

has received growth capital from

Marlin & Associates acted as exclusive strategic and financial advisor to

Kore.ai

Vancouver, BC

has been acquired by

Danbury, CT

Marlin & Associates acted as exclusive strategic and financial

advisor to ClearStructure Financial Technology, LLC.

Lake Success, NY

has agreed to be acquired by

Stamford, CT

Marlin & Associates acted as exclusive strategic and financial advisor to Greenwich Associates

Mumbai, India

has received a majority equity investment from

Denver, CO

Marlin & Associates acted as exclusive strategic and financial

advisor to NinjaTrader

New York, NY

Pleasanton, CA

Marlin & Associates acted as strategic and financial advisor to

Greenwich Associates

Livonia, MIA portfolio company of

a division of Greenwich Associates, was acquired byNew York, NY

has been acquired by

Marlin & Associates acted as exclusive strategic and financial

advisor to Hanweck Associates, LLC

Chicago, IL

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29Proprietary & Confidential

Clients Choose Us For Their Most Important Strategic Decisions (2/2)

San Mateo, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Xignite.

received a strategicinvestment from

Tokyo, Japan

New York, NY

Palo Alto, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Alacra.

has been acquired by

a portfolio company of

Campbell, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Trunomi.

received an investment from

Boston, MA

Windsor, CT

Marlin & Associates acted as exclusive strategic and financial advisor to Varden Technologies.

has been acquired by

New York, NY

Dublin, Ireland

Marlin & Associates acted as financial advisor to Aquiline

Capital Partners.

has invested in

has sold the assets of

to

Marlin & Associates acted as exclusive strategic and financial advisor to CNO Financial Group.

Vienna, Austria

has acquired

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to AIM Software.

Dublin, Ireland

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to Information Mosaic.

has been acquired by

London, United Kingdom

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to CIT Growth Capital.

invested in

Vienna, Austria

received a majority investment from

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to AIM Software.

San Francisco, CA

has led a $60 million investment in

New York, NY

Marlin & Associates acted as exclusive financial advisor

Francisco Partners.

New York, NY

has entered into a strategic alliance with

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to Alacra Inc.

Salt Lake City, UT

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to iTransact Group, LLC

has been acquired byreceived an investment from

Port Talbot, United Kingdom

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial

advisor to Vizolution

New York City, NY

Lake Success, NY

Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems, Inc.

has been acquired by

Phoenix, AZ

Boston, MA and San Francisco, CAMarlin & Associates acted as

exclusive strategic and financial advisor to BillingTree

has completed a majority recapitalization with

London, United Kingdom

received an investment from

Marlin & Associates acted as exclusive strategic and financial

advisor to OpenGamma

has received an equity investment from

Darien, CT

Marlin & Associates acted as exclusive strategic and financial advisor to Investment Metrics

Atlanta, GA

Boston, MA

© Copyright Marlin & Associates Holding LLC 2020

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30

Preferred Advisor To Founder-Owned Companies

Client Commentary

Marlin leveraged its deep domain expertise in workflow automation &related technologies space to conduct a methodical and disciplinedcompetitive process involving multiple potential investorssimultaneously

Marlin managed the process and led the negotiations

Marlin was the exclusive strategic and financial advisor to M&OSystems

Marlin managed the process, assisted in the negotiations and acted asthe exclusive strategic and financial advisor to Varden Technologies

Marlin represented BillingTree and advised on the majorityrecapitalization by Parthenon Capital Partners

Marlin assisted the AIM Software management team in the process andassisted in the negotiations

Marlin helped the company close a transaction with Cint that includedsenior positions within the newly combined entity for P2Sample’sleadership

Buyer

Marlin leveraged its deep domain expertise in the capital markets &related technologies space to conduct a methodical and disciplinedcompetitive process involving multiple potential investorssimultaneously

Marlin managed an extremely competitive process that resulted inindications of interest and meetings with several high-profile buyers

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

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31

Long And Successful History of Working With VC And PE Backed Companies

Lead PE / VC Backer Client Commentary

Sale

of V

entu

re a

nd P

rivat

e Eq

uity

Bac

ked

Com

pani

es –

Sele

ct T

rans

actio

ns

Marlin served the client with sophisticated performance analytics and assisted in the negotiations

Marlin managed the process, identified the buyer, assisted in the negotiations

Marlin worked diligently on the deal to craft materials, initiate conversations, negotiate alternative offers with multiple parties and final legal documents swiftly

Marlin advised Bain Capital Ventures and undertook a comprehensive search for identifying suitable buyers for IVANS and positioned ABILITY + Applied Systems as the most logical buyers

Marlin managed the process, assisted in the negotiations

Marlin crafted materials, initiated conversations and negotiated alternative offers with multiple parties

Marlin represented Information Mosaic in a very competitive process that resulted in its acquisition by IHS Markit

Buyer

Marlin helped the company tell its “story” to the marketplace and brought an investor who not only understood the market well, but had relevant experience operating in the sector.

Marlin crafted customized marketing materials, identified aa targeted list of highly qualified potential partners, and managed the extremely competitive process

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

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32

Leading Buyside Advisor To Both Strategic And Financial Investors

Commentary

Fina

ncia

l Spo

nsor

s

Marlin completed a broad sector-wide review and analysis of potential acquisition targets for RevSpring and identified Talksoft

Marlin managed the process from preliminary discussions to transaction close

Marlin completed an in-depth review of multiple technology verticals relevant to NYSE and provided guidance with regard to potential synergies and fit with NYSE's existing businesses

Marlin identified both acquisition targets and lead the negotiation and structuring of the transaction

Marlin advised Aquiline on their investment in Fenergo Marlin provided market and process intelligence, Fenergo financial review and aided with due

diligence, investment committee materials and exit opportunity analysis

Marlin advised Francisco Partners on its investment in Betterment Marlin provided detailed insight into the space, competitors and potential follow-on acquisition

opportunities

ABRY leveraged Marlin's proprietary knowledge of the target and industry in its analysis of the investment opportunity

Marlin provided ABRY with aid in due diligence and valuation in the evaluation of SoftBrands

Marlin provided a thorough understanding of the marketplace, competitors and potential follow-on acquisition opportunities

Marlin conducted financial analysis, reviewed Ipreo management’s business plan and financial forecasts, and completed competitive benchmarking and market share analyses

Marlin undertook a comprehensive search for identifying suitable buyers for IVANS and positioned ABILITY + Applied Systems as the most logical buyers for IVANS

Marlin worked diligently to craft materials, initiate conversations and negotiate the terms

Marlin aided in due diligence, negotiation, and structuring the transaction Marlin is currently serving as exclusive financial and strategic advisor to the Company

Target

Stra

tegi

cs

Client

Marlin provided Vista and Ventyx with aid in due diligence, structuring and valuation of the business Global Energy Decisions was an important add-on to Ventyx, which was a serial acquirer under

Vista's ownership prior to the sale of the Company to ABB for more than $1bn

Marlin aided JMI and Welsh Carson in a detailed review of Triple Point from a financial and strategic perspective as well as provided valuation and industry-related guidance during due diligence

Proprietary & Confidential© Copyright Marlin & Associates Holding LLC 2020

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33Proprietary & Confidential

Marlin & Associates

For more than 18 years, Marlin & Associates has been the domain expert - providingindependent and unbiased professional investment banking and strategic counsel to worldwidebuyers and sellers of middle-market FinTech, data and analytics technology firms.

Headquartered in New York City, with offices in Washington, D.C., and Toronto, the Marlin &Associates team of professionals has advised on more than 200 information-technologytransactions in 27 countries. More than 20 transactions on which Marlin & Associates hasadvised have been recognized as “Deal-of-the-Year”. The firm has won numerous awardsincluding the “Middle-Market Investment Bank of the Year,” “Middle-Market Financing Agent ofthe Year – Equity,” and “TMT Advisory Bank of the Year.”

Marlin & Associates Securities LLC, a wholly-owned subsidiary of Marlin & Associates HoldingLLC, is a broker-dealer registered with the Securities and Exchange Commission and is aFINRA/SIPC member firm (www.finra.org). Investment banking and/or securities are offeredthrough Marlin & Associates Securities LLC.

Marlin & Associates is one of the most active investment banking and strategic advisory firmsproviding trusted counsel to worldwide buyers and sellers of middle-market Fintech, Data andAnalytics firms including those that offer FinTech, WealthTech, InsurTech, BankTech, LegalTech,RegTech, Business Intelligence, Market Intelligence and related enterprise software.

New York City | Washington, DC | Toronto, Canada

© Copyright Marlin & Associates Holding LLC 2020