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Financial Technology Industry Update

December 2012

Member FINRA/SIPC

HYDE PARK CAPITAL Investment Banking | Mergers & Acquisitions | Capital Raising

Hyde Park Capital Advisors, LLC 701 N. Franklin Street

Tampa, FL 33602 Tel: 813-383-0202

www.hydeparkcapital.com

Integrity | Expertise | Results

John Hill Senior Managing Director [email protected] (813) 383-0205 John McDonald Senior Managing Director [email protected] (813) 383-0206 Keith Hodgdon Senior Vice President [email protected] (813) 383-0208 Jeffrey Bridge Vice President [email protected] (813) 383-0204 Michael Mariani Associate [email protected] (813) 597-2649 Jennifer Paul Associate [email protected] (813) 383-0203


80%

100%

120%

140%

Dec-11 Mar-12 Jun-12 Sep-12 Dec-12

S&P 500 Processing & Outsourced Services Software & Services

As of December 18, 2012, the public market performance of the Financial Technology industry’s sectors was strong over the past 12 months. Software & Services (up 23%) and Processing & Outsourced Services (up 22%) both outperformed the S&P 500.

As detailed in the table on the right, the Financial Technology industry remains active as a number of venture and growth equity investments from institutional investors were announced and/or completed during the 2nd half of 2012.

Several notable transactions involved mobile Point-of-Sale (“POS”) solutions providers, such as the recently completed growth equity investment of $200 million into Square, Inc. from a consortium of investors including Starbucks Corp. and Citi Ventures and a $10 million investment into ShopKeep.com, Inc. led by Canaan Partners.

2

FINANCIAL TECHNOLOGY – Industry Update

Commentary

Source: S&P Capital IQ

Select Venture and Growth Equity Investments

Stock Price Performance (LTM)

($ in millions)

22.9%

20.0%

21.5%

Closed Date Target Lead Investor Equity Investment

Pending Intacct Corp.Bessemer Venture Partners / Emergence Capital Partners / Sigma Partners / Split

Rock Partners / Sutter Hill Ventures

$8

Pending FiftyOne, Inc.

Adams Street Partners / Delta Ventures / On-

Line Ventures / Pitango Venture Capital / Vintage Investment Partners / VSP Capital

$13

Pending Paydiant, Inc.North Bridge Venture Partners / General Catalyst Partners / Stage 1 Ventures

$16

Pending Mozido, LLC Undisclosed $19

12/05/12 CloudPay SolutionS, Ltd. Rho Capital Partners, Inc. $16

12/05/12 ShopKeep.com, Inc. Canaan Partners $10

11/30/12 Cardfree, Inc.Jeffrey Katz / Snapfinger / Restaurant

Sciences$10

11/29/12 Xero, Ltd. Matrix Capital Management Co. / Valar

Ventures $49

11/14/12 Factor Systems, Inc. Bain Capital Ventures $25

10/30/12 The Rainmaker Group Ventures, LLC Norwest Venture Partners $34

10/23/12 iZettle AB Greylock Partners / Northzone Ventures $31

10/17/12 Braintree Payment Solutions, LLC New Enterprise Associates $35

10/08/12 Genesis Financial Solutions, Inc. Endeavour Capital $25

09/17/12 Square, Inc.Starbucks Corp. / Rizvi Traverse Management / Citi Ventures

$200

08/02/12 FiveStars, Inc. DCM / Lightspeed Venture Partners $14

07/24/12 SecureNet Payment Systems, LLC Sterling Partners $18

07/18/12 Boom Financial Digicel Group, Ltd. $17

07/09/12 Stripe, Inc.General Catalyst Partners / Redpoint

Ventures / Sequoia Capital$20


3

FINANCIAL TECHNOLOGY – M&A Activity

Select M&A Transactions

($ in millions)

Source: S&P Capital IQ. *Denotes acquisition of minority stake.

Closed Date Target Business Description Buyer Revenue EBITDA

Pending TNS, Inc.Provides services that enable businesses to exchange information, trade financial data and transport payments.

Trident Private Holdings I, LLC $844 1.5x 6.5x

Pending CSC Credit Services, Inc. Operates as a consumer reporting agency in the Midwestern and Central United States. Equifax Information Services, LLC $1,000 NA NA

Pending Retalix, Ltd.Offers a portfolio of software solutions in the areas of store and sales channels, merchandising and enterprise–level chain management, and supply chain execution/logistics.

NCR Corp. $613 2.3x 25.5x

Pending LML Payment Systems, Inc.Provides electronic payment, risk management, and authentication services to customers that use

Internet to receive or send payments.Digital River, Inc. $72 2.1x 6.3x

Pending BancTec, Inc.Provides business process outsourcing solutions for financial transaction automation and document management applications.

TransCentra, Inc. $154 NA NA

Pending JetPay Solutions, LLCOperates as a front-end and back-end credit card and check processing solutions for the e-commerce and card-not-present marketplace.

Universal Business Payment Solutions Acquisition Corp.

$50 2.9x 11.9x

12/12/12 Accurate Group, LLC Provides national real estate transaction services to the financial services industry. ABS Capital Partners $55 NA NA

11/30/12 Mortech, Inc.Provides Web-based mortgage software solutions for mortgage bankers and secondary market teams.

Zillow, Inc. $17 NA NA

11/23/12 Serasa S.A.* Operates as an economic, and financial analysis and information company in Brazil. Experian plc $5,068 5.8x NA

11/01/12 Reverse Mortgage Solutions, Inc.Provides reverse mortgage loan servicing, sub-servicing, and loan origination software, as well as client specific reverse mortgage solutions.

Walter Investment Management Corp. $120 NA NA

10/25/12 Genpact, Ltd.* Provides business process and technology management services worldwide. Bain Capital $3,196 1.8x 10.1x

10/16/12 T-Chek Systems, Inc. Provides business-to-business spend management and payment processing services. Electronic Funds Source, LLC $303 6.1x NA

10/04/12 FleetOne, LLCProvides fuel cards and fleet-related payment solutions to businesses and government agencies with vehicles in the United States.

Wright Express Corp. $369 6.6x NA

10/02/12 Zephyr Associates, Inc. Provides investment analysis software to financial professionals worldwide. Informa Investment Solutions, Inc. $62 NA NA

10/01/12 Spend Radar, LLC Develops spend analysis and spend management software. SciQuest, Inc. $18 NA NA

10/01/12 Accelerated Payment Technologies, Inc. Develops and supports payment technology solutions for businesses in a variety of markets. Global Payments, Inc. $413 NA NA

Enterprise Value / LTMEnterprise Value


4

FINANCIAL TECHNOLOGY – M&A Activity

Select M&A Transactions

($ in millions)

Source: S&P Capital IQ.

Closed Date Target Business Description Buyer Revenue EBITDA

09/21/12 Empresa Brasileira de Sistemas Ltda. Provides accounting, business management and tax software. IOB Folhamatic Group $17 NA NA

09/13/12 Distra Pty, Ltd.Develops payments applications for payments processors, financial institutions, and other institutions operating in the payments chain in Australia and the United Kingdom.

ACI Worldwide, Inc. $49 NA NA

09/10/12 Adeptra, Ltd.Provides automated contact and resolution services to consumer credit and risk management companies.

Fair Isaac Software Holdings, Ltd. $115 3.1x NA

08/31/12 Merchant e-Solutions, Inc. Provides payment solutions for financial institutions and merchants. Cielo SA $670 5.4x 11.0x

08/15/12Fidelity National Information Services, Inc. (Healthcare Benefit Solutions Business)

Offers benefits administration software service, multi-purse debit cards and transaction processing solutions for consumer directed healthcare ("CDH") accounts.

Lightyear Capital $335 2.8x NA

07/25/12 LendingSpace Partners, LLCProvides Web-based mortgage loan origination software solutions to banks, mortgage companies, and other lending institutions.

Lender Processing Services, Inc. $11 NA NA

06/25/12 IOB Folhamatic GroupDevelops integrated accounting and business management software solutions for Brazilian businesses.

Sage Group plc $250 3.7x 23.3x

06/14/12 Venmo, Inc. Offers text messaging-based payments system. Braintree Payment Solutions, LLC $26 NA NA

01/31/12 2nd Story Software, Inc. Engages in the development and marketing of tax preparation software and Web-based services. InfoSpace, Inc. $241 3.1x 7.0x

01/31/12 Compliance 360, Inc. Provides software-as-a-service based governance, risk, and compliance software solutions. SAI Global, Ltd. $42 NA NA

Average 3.6x 12.7x

Median 3.1x 10.6x

Enterprise Value / LTMEnterprise Value


Founded in 1990, TNS, Inc. (NYSE:TNS) is a leading provider of data communications and interoperability solutions. TNS’s service offerings enable businesses to exchange information, trade financial data and transport payments.

On December 11, 2012 Trident Private Holdings I (“Trident”), an investor group led by Siris Capital Group, entered into a definitive agreement to acquire all of the outstanding shares of common stock of TNS for approximately $528 million or an offer price per share of $21.00. Upon completion of the transaction, TNS will become a private company, wholly owned by Trident.

The purchase price implied attractive multiples of revenue (1.5x) and EBITDA (6.5x) and represented a considerable premium (44%) to TNS’s stock price one-day prior to the announcement and to the 52-week average (14%).

FINANCIAL TECHNOLOGY – Recent M&A Transactions Profiled

Transaction Details Retalix, Ltd. (NasdaqGS:RTLX)

Transaction Details

5

TNS, Inc. (NYSE:TNS)

Headquartered in Ra’anana, Isreal, Retalix, Ltd. (NasdaqGS:RTLX) is a leading global provider of innovative software and services to high volume, high complexity retailers. Retalix’s software and services are deployed in over 70,000 retail locations that transact billions of dollars in annual sales across its platform.

.

On November 28, 2012 NCR, Corp. (NYSE:NCR), a leading provider of products and services that enable businesses to connect, interact and transact with their customers worldwide, announced that it had entered into a definitive agreement to acquire Retalix for approximately $741 million.

The purchase price implied attractive multiples of revenue (2.3x) and EBITDA (25.5x) and represented a considerable premium (37%) to TNS’s stock price one-day prior to the announcement and to the 52-week average (122%).


Financial Profile Transaction Analysis

($ in millions)

LTM

Income Statement 9/30/12 Purchase Price (Equity) $528.2

Revenue $553.2 Net Debt $308.7

EBITDA $129.9 Total Rights / Options / Warrants $7.3

Net Income $14.7 Implied Enterprise Value $844.3

As of

Balance Sheet 9/30/12 Implied LTM Purchase Multiples

Cash $39.5 Revenue 1.5x

Debt $348.2 EBITDA 6.5x

Net Debt $308.7 Net Income 35.9x

Financial Profile Transaction Analysis

($ in millions)

LTM

Income Statement 9/30/12 Purchase Price (Equity) $741.4

Revenue $266.9 Net Debt ($133.1)

EBITDA $24.1 Minority Interest $5.2

Net Income $13.9 Implied Enterprise Value $613.5

As of

Balance Sheet 9/30/12 Implied LTM Purchase Multiples

Cash $133.1 Revenue 2.3x

Debt $0.0 EBITDA 25.5x

Net Debt ($133.1) Net Income 53.2x


($ in millions, except per share data)

6

FINANCIAL TECHNOLOGY – Public Company Analysis

Processing & Outsourced Services

Software & Services


Closing Price % of 52 Equity Enterprise 9/30/2012 LTM 9/30/2012

Company Ticker 12/18/12 Week High Value Value Revenue Gross Profit EBITDA Net Income Book Value Gross Profit EBITDA Net Income Revenue EBITDA Net Income Book Value

Intuit, Inc. INTU $61.17 98% $18,106 $18,047 $4,223 $3,464 $1,416 $837 $2,745 82.0% 33.5% 19.8% 4.3x 12.7x 21.6x 6.6x

Equifax, Inc. EFX $54.90 99% $6,709 $7,434 $2,112 $1,298 $683 $300 $1,883 61.4% 32.4% 14.2% 3.5x 10.9x 22.3x 3.6xACI Worldwide, Inc. ACIW $43.04 92% $1,752 $2,061 $578 $381 $110 $23 $477 65.9% 19.1% 4.0% 3.6x 18.7x NM 3.7x

Fair Isaac Corp. FICO $42.00 88% $1,492 $1,902 $676 $478 $195 $92 $474 70.7% 28.8% 13.6% 2.8x 9.8x 16.2x 3.1x

Bankrate, Inc. RATE $12.76 49% $1,283 $1,406 $478 $330 $134 $43 $826 69.1% 28.1% 9.0% 2.9x 10.5x 29.8x 1.6xBottomline Technologies, Inc. EPAY $25.75 86% $917 $810 $233 $127 $30 ($0) $322 54.4% 12.8% (0.0%) 3.5x 27.0x NM 2.9x

Average 85% $5,043 $5,277 $1,383 $1,013 $428 $216 $1,121 67.3% 25.8% 10.1% 3.4x 14.9x 22.5x 3.6x

Median 90% $1,622 $1,982 $627 $430 $165 $68 $651 67.5% 28.5% 11.3% 3.5x 11.8x 22.0x 3.4x

LTM LTM Margins LTM

Enterprise Value / Equity Value /

Closing Price % of 52 Equity Enterprise 9/30/2012 LTM 9/30/2012

Company Ticker 12/18/12 Week High Value Value Revenue Gross Profit EBITDA Net Income Book Value Gross Profit EBITDA Net Income Revenue EBITDA Net Income Book Value

Automatic Data Processing, Inc. ADP $57.95 97% $28,303 $27,609 $10,807 $5,349 $2,364 $1,391 $6,293 49.5% 21.9% 12.9% 2.6x 11.7x 20.3x 4.5xFidelity National Information Services, Inc. FIS $35.00 94% $10,427 $14,539 $5,889 $1,883 $1,718 $442 $6,777 32.0% 29.2% 7.5% 2.5x 8.5x 23.6x 1.5xFiserv, Inc. FISV $80.50 99% $10,996 $14,138 $4,487 $1,884 $1,366 $575 $3,258 42.0% 30.4% 12.8% 3.2x 10.4x 19.1x 3.4xPaychex, Inc. PAYX $33.92 98% $12,340 $11,949 $2,245 $1,564 $960 $552 $1,655 69.7% 42.8% 24.6% 5.3x 12.4x 22.3x 7.5xNCR Corp. NCR $24.98 96% $4,117 $5,065 $5,841 $1,345 $446 $157 $1,036 23.0% 7.6% 2.7% 0.9x 11.4x 26.2x 4.0xTotal System Services, Inc. TSS $22.16 88% $4,177 $4,115 $1,864 $595 $469 $243 $1,450 31.9% 25.2% 13.1% 2.2x 8.8x 17.2x 2.9xVeriFone Systems, Inc. PAY $28.82 52% $3,180 $4,071 $1,866 $774 $398 $65 $1,345 41.5% 21.3% 3.5% 2.2x 10.2x 48.9x 2.4xGenpact, Ltd. G $15.65 80% $3,603 $3,959 $1,837 $721 $325 $186 $1,154 39.2% 17.7% 10.1% 2.2x 12.2x 19.4x 3.1xSEI Investments Co. SEIC $22.66 99% $3,974 $3,594 $957 $697 $223 $195 $1,099 72.8% 23.3% 20.3% 3.8x 16.1x 20.4x 3.6xCoreLogic, Inc. CLGX $27.38 93% $2,823 $3,451 $1,503 $606 $295 $75 $1,150 40.3% 19.6% 5.0% 2.3x 11.7x 37.4x 2.5xGlobal Payments, Inc. GPN $44.68 83% $3,532 $3,367 $2,251 $1,454 $486 $171 $1,283 64.6% 21.6% 7.6% 1.5x 6.9x 20.7x 2.8xJack Henry & Associates, Inc. JKHY $39.34 97% $3,407 $3,316 $1,050 $435 $341 $161 $1,016 41.5% 32.5% 15.3% 3.2x 9.7x 21.2x 3.4xBroadridge Financial Solutions, Inc. BR $23.37 94% $2,970 $3,283 $2,323 $601 $343 $125 $790 25.9% 14.8% 5.4% 1.4x 9.6x 23.7x 3.8xMoneygram International, Inc. MGI $12.50 64% $894 $1,986 $1,309 $559 $272 ($66) ($164) 42.7% 20.8% (5.1%) 1.5x 7.3x NM NMEuronet Worldwide, Inc. EEFT $23.12 97% $1,193 $1,267 $1,236 $276 $147 $45 $569 22.4% 11.9% 3.6% 1.0x 8.6x 26.8x 2.1xHeartland Payment Systems, Inc. HPY $28.69 84% $1,158 $1,184 $1,995 $268 $135 $62 $248 13.4% 6.7% 3.1% 0.6x 8.8x 18.6x 4.7x

Average 88% $6,068 $6,681 $2,966 $1,188 $643 $274 $1,810 40.8% 21.7% 8.9% 2.3x 10.3x 24.4x 3.5x

Median 94% $3,567 $3,776 $1,930 $709 $371 $166 $1,152 40.9% 21.5% 7.5% 2.2x 10.0x 21.2x 3.4x

LTM

Enterprise Value / Equity Value /

LTM Margins LTM


Member FINRA/SIPC

Recent Transactions

HYDE PARK CAPITAL Investment Banking | Mergers & Acquisitions | Capital Raising Integrity | Expertise | Results

Hyde Park Capital Advisors, LLC 701 N. Franklin Street

Tampa, FL 33602 Tel: 813-383-0202

www.hydeparkcapital.com

John Hill Senior Managing Director [email protected] (813) 383-0205 John McDonald Senior Managing Director [email protected] (813) 383-0206 Keith Hodgdon Senior Vice President [email protected] (813) 383-0208 Jeffrey Bridge Vice President [email protected] (813) 383-0204 Michael Mariani Associate [email protected] (813) 597-2649 Jennifer Paul Associate [email protected] (813) 383-0203

ADG Acquisition

Holdings, LLC

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has been recapitalized by

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a subsidiary of

N. Harris Computer Corp.


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a subsidiary of

DaVita HealthCare Partners, Inc.

has entered into an Agreement and Plan of Merger with
