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Quarterly Update Q4 2014

Financial Technology Sector Overview of Market Activity in the Financial Technology Sector

William Blair & Company

Financial Technology Sector – December 2014 Financial Technology Sector – Fourth Quarter 2014 Update 1

Financial Technology Sector – Fourth Quarter 2014 Update A year of robust M&A activity and highly active capital markets made 2014 an exciting time for financial advisory. This year’s frothy capital markets and high M&A deal volume beg the question of what 2015 will have in store for deal makers and equity capital market experts. As the calendar year came to an end, the S&P and Nasdaq closed up 12.4% and 8.4% respectively, and overall M&A volume in North America finished at 12,271 deals representing over $1.6 trillion in deal volume (53.4% growth over 2013). Yet, much of the M&A volume this year was driven by the “mega” deals – in fact, middle market M&A volume was relatively flat with only 3% - 4% growth over 2013. Still, the backdrop for 2015 remains positive with macro fundamentals improving – from GDP growth and employment, to consumer confidence. We expect these strong macroeconomic trends to propel another healthy year for the equity capital markets and M&A activity. The M&A market continues to be hot as ever – key reasoning for this includes i) robust public market valuations contributing to the frothiness of the market; ii) corporates have over $9.5 trillion in cash to spend and acquisitions are an attractive alternative to low interest rates; iii) private equity buyers are very active – with record levels of dry powder at their disposal and the debt markets wide open (average leverage levels are in the 5x – 6x trailing EBITDA range), private equity firms are getting very aggressive over the right opportunities; iv) cross border buyers are very active as they look to the U.S. markets as a safe-haven and an attractive time to enter a large-growth market; and v) M&A momentum is high as volume is up 53.4% year-over-year creating additional deal buzz. During Q4 2014 the Money 2020 conference took place. While always a huge success in terms of company and individual participation, the surprising takeaway this year was that there are just not that many independent sizeable (key word) Financial Technology companies. There are a lot of venture-type companies with very interesting and potentially disruptive technologies but it will be a few years before these companies grow up and begin to scale. What does this mean for M&A activity in the near term? It means that scarcity value goes way up for those independent sizeable companies with differentiated technology and/or distribution. In addition, we expect to see an increase in carve-outs and private-equity backed firms looking to exit earlier than anticipated. Acquirers will still seek to buy early-stage companies but will be forced to pay large price tags while inheriting a lot of the go-forward operational risk associated with early-stage firms. Notable M&A deals that took place during Q4 2014 include: Worldpay’s acquisition of SecureNet; Vista Equity’s acquisition of TransFirst; Siris Capital’s announced acquisition of Digital River; and MasterCard’s acquisition of TNS’s Payment Gateway business. While there have been some rough patches for the equity markets during Q4, the window remains open for companies looking to access the public markets. The S&P and Nasdaq were both up for the year and total equity offerings reached $232 billion, an increase of more than 10.5% over 2013. Notable equity capital markets activity during Q4 2014 included offerings for Yodlee, Paylocity, MOL Global, and Lending Club. The FinTech industry remains a high-growth sector and William Blair remains hugely bullish on the sector overall. We expect 2015 to be another strong year and we look forward to continuing our record-setting momentum. Happy new year! Phil Olson +1 312 364 8798 [email protected]


Financial Technology Sector – December 2014 2 William Blair Financial Technology Team Contact Information

William Blair Financial Technology Team Contact Information

Rob Metzger, head of technology and co-head of financial technology, joined the investment banking department of William Blair & Company in 1999. While at William Blair & Company and in his prior position at ABN AMRO Incorporated, he focused on the investment banking needs of insurance, financial technology, and specialty finance companies. Mr. Metzger graduated in 1989 with highest honors from the University of Illinois, receiving a B.S. in accountancy. In 1995, he graduated with distinction from Northwestern University’s J.L. Kellogg Graduate School of Management, receiving an M.B.A. in finance and strategy. He is a certified public accountant. +1 312 364 8517 [email protected]

Dan Daul, managing director and co-head of financial technology, joined the investment banking department of William Blair & Company in 2004. While at William Blair & Company and in his prior position at Robert W. Baird & Co., Mr. Daul focused on the investment banking needs of financial technology, transaction processing, and IT security companies. Mr. Daul has been involved in more than 50 transactions aggregating more than $5.0 billion in transaction value, with an emphasis on mergers and acquisitions. He graduated in 1991 from the University of Wisconsin with a B.S. degree. In 1997, he graduated from Northwestern University’s J.L. Kellogg Graduate School of Management and received an M.B.A. in finance and strategy. +1 312 364 8457 [email protected]

Phil Olson, director in the financial technology group, joined the investment banking department of William Blair & Company in 2003. Both at William Blair & Company and in his prior position at Merrill Lynch, he focused on the investment banking needs of financial technology and financial services companies. Mr. Olson graduated in 2001 with high honors from the University of Illinois with a B.S. in finance. In 2007, he graduated from Northwestern University’s J.L. Kellogg Graduate School of Management with an M.B.A. in finance and entrepreneurship. +1 312 364 8798 [email protected]

Daniel Laszlo, vice president in the financial technology group, joined William Blair & Company in 2011. Previously he worked at GTCR, where he focused on private equity investments in the financial technology and specialty finance sectors. Before GTCR, Mr. Laszlo worked at Goldman Sachs, where he focused on the investment banking needs of a variety of financial services clients. During his career, he has completed more than 15 mergers and acquisitions and debt and equity transactions. Mr. Laszlo holds an M.B.A. in finance and a B.S. in accounting and finance from the Kelley School of Business at Indiana University. +1 312 364 5084 [email protected]


Financial Technology Sector – December 2014 William Blair Industry Events 3

William Blair Industry Events

2015 Private Equity Conferenceto be held September 16-17, 2015, Four Seasons Hotel Chicago 18th Annual Private Equity Conference • 50-plus companies expected to participate • More than 600 institutional private equity investors and venture capital investors • Roundtable discussions focused on the following industry sectors and topics: – Technology – Financial services – Business services – Commercial services – Consumer and retail – Healthcare – Industrials

2015 Growth Stock Conferenceto be held June 9-11, 2015, Four Seasons Hotel Chicago 35th Annual Growth Stock Conference • 2014 conference highlights: – 230 companies participated – More than 1,000 institutional clients – More than 4,000 one-on-one meetings arranged

2015 Technology Company Growth Conference to be held May 2015, Four Seasons Hotel San Francisco 3rd Annual Technology Company Growth Conference • 75+ presenting companies in 2014 – Leading late-stage private technology companies • Business Development / Financial Sponsor invitations: – Public companies with >$1B market cap – Large private companies with >$500M in revenues – Operating (or seeking acquisitions) in Technology, Financial Technology, and/or Healthcare IT


Financial Technology Sector – December 2014 4 William Blair’s Momentum in FinTech Produces a Record Breaking Year

William Blair’s Momentum in FinTech Produces a Record Breaking Year

10 M&A Deals representing over $2.3 billion in transaction value

9 Equity Deals representing over $2.2 billion in transaction value

Not Disclosed

has been acquired by

Worldpay

December 2014

$120,750,000

Follow-on Offering

December 2014

$157,800,000

has acquired

PayChoice(PAI Group, Inc)

October 2014

$160,000,000


Cardtronics

October 2014

$400,000,000


Green Dot Corporation

October 2014

$1,000,500,000

Initial Public Offering

December 2014

Not Disclosed


Francisco Partners

October 2014

$205,000,000


ACI Worldwide

August 2014

$532,500,000


WEX Inc.

July 2014

$210,000,000


Optimal Payments Plc

July 2014

$225,000,000

has merged with

Taxware, LLC

July 2014

$318,933,200

Follow-on Offering

June 2014

$137,729,750


March 2014

$420,000,000


Global Payments, Inc.

March 2014

$276,000,000


March 2014

$151,800,000

Follow-on Offering

March 2014

$92,000,000


March 2014

$41,000,000

Private Equity Placement

February 2014

$40,000,000


February 2014


Financial Technology Sector – December 2014 Spotlight – William Blair Recent M&A and Private Capital Transactions 5

Spotlight – William Blair Recent M&A and Private Capital Transactions

William Blair acted as the exclusive financial advisor to SecureNet in connection with its sale to Worldpay for an undisclosed amount

SecureNet’s integrated suite of payment tools is the simplest and most advanced way for merchants of all sizes to manage commerce in any environment: in-store, online, and via mobile devices

The SecureNet acquisition strengthens Worldpay’s position as a leader in payments processing by leveraging SecureNet’s leading position in multi-channel commerce

William Blair acted as the exclusive financial advisor to Sage Group in connection with its acquisition of PayChoice for $157.8 million

PayChoice provides full-service and self-service payroll and HR services to more than 100,000 SMBs in the United States, through a direct sales force and third-party licensee channel

PayChoice has developed a next-generation, cloud-based payroll and reporting platform called ENCORE. The platform encompasses both mobile and web-based payroll applications, operating from a single codebase for its direct and licensee clients

William Blair acted as the exclusive financial advisor to Welch ATM in connection with its sale to Cardtronics (NASDAQ: CATM) for $160 million

Welch ATM is a privately held company with over 26,000 ATMs under management nationwide. Founded in 2005, Welch ATM has developed relationships with over 500 financial institutions and hundreds of retailers

The acquisition of Welch ATM was highly strategic for Cardtronics, bringing together two highly respected retail ATM services providers with complementary customer bases and sales capabilities

William Blair acted as exclusive financial advisor to Santa Barbara Tax Products Group (TPG), a leading tax-related financial products provider, in connection with its sale to Green Dot Corporation (NYSE:GDOT) for a total consideration of up to $400 million inclusive of an $80 million earn-out dependent on pre-determined performance targets

TPG is the integrated tax refund processing and settlement engine for leading consumer tax preparation companies like TurboTax, Jackson Hewitt, and Liberty Tax Service

In the most recent tax season, TPG processed approximately $32 billion in tax refunds on behalf of approximately 11 million U.S. tax filers

William Blair & Company acted as the exclusive financial advisor to Vendavo in connection with its sale to Francisco Partners

Vendavo, based in Mountain View, California, provides B2B price optimization software solutions

Vendavo delivers more than $2.5 billion of annual customer value to 140+ blue chip customers, more than 40% of which are Global 500 or Fortune 500 enterprises

Not Disclosed


Worldpay

December 2014

$157,800,000

has acquired


October 2014

$160,000,000


Cardtronics

October 2014

$400,000,000



October 2014

Not Disclosed


Francisco Partners

October 2014


Financial Technology Sector – December 2014 6 Spotlight – William Blair Recent Public Equity Transactions

Spotlight – William Blair Recent Public Equity Transactions

William Blair was a bookrunner on the Paylocity initial public offering in March 2014 and a bookrunner on the Paylocity follow-on offering in December 2014

Paylocity is a leading provider of cloud-based payroll and human capital management, or HCM, software solutions for medium-sized organizations

Paylocity’s solutions help drive strategic human capital decision-making and improve employee engagement by enhancing the human resource, or HR, payroll and finance capabilities of Paylocity’s clients

William Blair was a co-manager on the LendingClub initial public offering in December 2014

Lending Club is the world’s largest online marketplace connecting borrowers and investors

Since launching in 2007, Lending Club has facilitated over $5 billion in loans

Lending Club’s proprietary software automates key aspects of its operations, including the borrower application process, data gathering, credit decisioning and scoring, loan funding, investing and servicing, regulatory compliance and fraud detection

William Blair was a co-manager on the TriNet initial public offering in March 2014 and a co-manager on the TriNet follow-on offering in September 2014

TriNet is a leading provider of a comprehensive human resources solution for small to medium-sized businesses, or SMBs

TriNet’s HR solution includes services such as payroll processing, human capital consulting employment law compliance and employee benefits, including health insurance, retirement plans and workers compensation insurance

TriNet served over 8,000 clients in 47 states, the District of Columbia and Canada and co-employed approximately 218,000 of its clients’ employees

William Blair was a co-manager on the QIWI initial public offering in May 2013, a co-manager on the QIWI follow-on offering in October 2013, and a co-manager on the QIWI follow-on offering in June 2014

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

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

William Blair was a co-manager on the MoneyGram follow-on offering in March 2014

MoneyGram is a leading global money transfer and payment services company

MoneyGram’s primary consumers are persons who may not be fully served by other financial institutions and are referred to as “unbanked” or “underbanked” consumers

It is estimated that roughly half of the world’s adult population, or 2.5 billion people, are unbanked or underbanked

As an alternative financial services provider, MoneyGram provides these consumers with flexibility and convenience to help them meet the financial demands of their daily lives

$120,750,000

Follow-on Offering

December 2014

$1,000,500,000


December 2014

$351,900,000

Follow-on Offering

September 2014

$318,933,200

Follow-on Offering

June 2014

$151,800,000

Follow-on Offering

March 2014


Financial Technology Sector – December 2014 Recent William Blair & Company Financial Technology Transactions 7

Recent William Blair & Company Financial Technology Transactions

Financial Technology M&A

Financial Technology Public Equity

Not Disclosed


Worldpay

December 2014

Not Disclosed


Francisco Partners

October 2014

$157,800,000

has acquired


October 2014

$160,000,000


Cardtronics

October 2014

$400,000,000



October 2014

$205,000,000


ACI Worldwide

August 2014

$210,000,000


Optimal Payments Plc

July 2014

$532,500,000

has agreed to be acquired by

WEX Inc.

July 2014

$225,000,000

has merged with

Taxware, LLC

July 2014

$420,000,000


Global Payments, Inc.

March 2014

$41,000,000


February 2014

$40,000,000


February 2014

$148,780,000


ACI Worldwide, Inc.

November 2013

$102,800,000


Digital River, Inc.

January 2013

$361,000,000


Vantiv, Inc.

November 2012

$120,750,000

Follow-on Offering

December 2014

$1,000,500,000


December 2014

$318,933,200

Follow-on Offering

June 2014

$151,800,000

Follow-on Offering

March 2014

$276,000,000


March 2014

$92,000,000


March 2014

$137,729,750


March 2014

$169,708,412

Follow-on Offering

October 2013

$287,540,153

Follow-on Offering

October 2013

$517,500,000

Follow-on Offering

September 2013

$138,076,762

Follow-on Offering

August 2013

$17,249,993

Confidentially Marketed Follow-on Offering

June 2013

$189,750,000

Convertible Note Offering

December 2012

$308,012,550

Follow-on Offering

August 2012

$166,359,765

Follow-on Offering

November 2011


Financial Technology Sector – December 2014 8 Relevant Financial Technology Research Coverage

Relevant Financial Technology Research Coverage

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

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


Financial Technology Sector – December 2014 Update on Financial Technology and Payments Landscape 9

Update on Financial Technology and Payments Landscape Card Networks Market Valuations (EBITDA) Observations:

• Continuing to diversify from core business and affect other markets (acquiring, mobile, e-commerce) • Looking to leverage their networks in the nontraditional channels • Awaiting resolution of the appeal of the Durbin Amendment • Investing heavily in mobile, prepaid, and international • Mobile wallets (Apple Pay, Softcard, MasterPass, Serve, Google, PayPal) are battling for consumer attention • Faster growth outside the United States • Multidecade secular growth opportunity • Remaining acquisitive • Success of Opt Blue could bring American Express much closer to acceptance parity in the United States • Regulatory uncertainty in Russia and Europe; legal uncertainties in the U.S.

FY1: 14.0x-16.0x FY2: 12.0x-14.0x

Money Transfer Market Valuations (EBITDA) Observations:

• Traditional retail-based business under pressure; heighted regulatory scrutiny • New technologies are emerging (e.g., self-service, online) • Walmart launched new private label money transfer product in U.S. • Growth of global remittances forecast to grow 7%-8%, per World Bank • Diversifying products focused on underbanked consumer and underserved businesses • Globalization trend remains a positive for the industry

FY1: 6.0x-8.0x FY2: 5.5x-7.5x

Financial Institution Processing Market Valuations (EBITDA) Observations:

• Significant shift in mortgage processing toward purchase mortgages given significant decline in refinancing volumes will create more competition and market share battles, amplified by implementation of CFPB rules in first quarter 2014 and risk of noncompliance in mortgage underwriting • Dodd-Frank regulations also creating significant data/compliance needs for mortgage originators

FY1: 10.0x-12.0x FY2: 9.0x-11.0x


Financial Technology Sector – December 2014 10 Update on Financial Technology and Payments Landscape

Bank Functionality

Market Valuations (EBITDA) Observations:• Largely consolidated (especially with ACI/S1 transaction and ACI/Online Resources transaction) • Focus will be on penetration of the financial institution base, building out biller networks, and acquiring new technology that improves the customer experience (e.g., mobile capture) or increases revenue (e.g., real-time bill-pay and person-to-person payments) • Secular tailwinds support the transition from manual-based technology to automated invoicing, payments/remittance, settlement, and reconciliation providers (preferably SaaS providers) • Many banks are due for a refresh of their online banking capabilities

FY1: 11.0x-13.0x FY2: 10.0x-12.0x

Merchant Acquiring Market Valuations (EBITDA) Observations:

• Value is primarily being driven by unique distribution and technology • Large players seeking growth and scale internationally and in e-commerce through consolidation—recent flurry of sale processes • Market is paying more attention to integrated point-of-sale solutions (Vantiv’s acquisition of Mercury Payment Systems)

FY1: 10.0x-12.0x FY2: 9.0x-11.0x

Fleet Processing Market Valuations (EBITDA) Observations:

• Consolidated market with just a handful of key participants—high barriers to entry (WEX acquired Fleet One in second half 2012 and FleetCor’s $3.4 billion (12x EBITDA ex NOL) acquisition of Comdata in Q4 2014) • Focused on growth outside the United States by acquiring platform companies or keystone clients • Move to outsourcing by major oil companies likely outside the United States (e.g., WEX’s acquisition of Exxon’s Esso Card is one of the first in Europe) • Business model is highly attractive with strong recurring revenue and attractive EBITDA margins • Augmenting growth by offering payment solutions to other industries, such as healthcare, education, and online travel • First Data sold its EFS fleet business to Warburg Pincus in April 2014 for $1.3 billion at ~11x EBITDA

FY1: 14.0x-16.0x FY2: 12.5x-14.5x



ATM Processing/ Payment Enablers Market Valuations (EBITDA) Observations:

• Cross-border account-to-account transfer services gaining traction, as reflected in EEFT’s purchase of HiFX • Mature and steady—growth will primarily come from market share gains in the United States and overseas expansion • Consolidation accelerating, Cardtronics’ acquisition of Welch ATM and Sunwin Services • Adding ancillary services organically and growing through acquisition (e.g., Cardtronics’ purchase of Cardpoint) • Mobile payments/alternative payments are potential long-term threats to cash-dependent business models • Regulatory concerns have eased, but macro uncertainty has pressured shares of QIWI, a leading enabler of electronic payments in Russia

FY1: 11.0x-13.0x FY2: 9.0x-11.0x

E-commerce Market Valuations (EBITDA) Observations:

• Continues to grow as a percentage of total retail spending and is growing about 15% per year – valuations remain robust • Online/mobile wallet is the buzz • Mobile wallets developed by PayPal, Visa, American Express, and Google will be battling for consumer attention • Buzz around PayPal’s acquisition of Braintree • Heavy investment in loyalty-related payment programs by American Express and Alliance Data Systems

FY1: 13.0x-15.0x FY2: 10.0x-12.0x

Prepaid / Market Valuations (EBITDA) Observations:

• Remains an attractive growth segment within payments • Current macro environment is favorable for prepaid providers • New entrants, industry is becoming more competitive • Highly fragmented—consolidation still occurring; (TSYS’s purchase of NetSpend) • Wheels in motion for regulation to increase; will likely result in enhanced transparency for the consumer

FY1: 5.0x-7.0x FY2: 4.0x-5.0x

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

(1)



Mobile Payments Market Valuations (EBITDA) Observations:

• Smartphones will be more than 80% of the handset shipment by 2017 • Technology is rapidly adopting mobile POS solutions and geolocation-based couponing/ads • Many new technologies and strategies emerging, long-term winners still difficult to determine • Acceleration in partnerships driven by technology Visa/Monitise, FIS/Monitise, FIS/Banks/Fiserv/Mitek • Land-grab strategy—near-term focus is on customer acquisition

FY1: 11.0x-12.0x FY2: 10.0x-11.0x

Data/Analytics Market Valuations (EBITDA) Observations:

• Continuing consolidation trend to offset costs of compliance and regulatory creep, particularly in residential real estate and mortgage • Expecting a significant opportunity in real estate/mortgage to provide analytics around residential mortgages as the market moves from taxpayer-supported industry to a mix of private capital and GSEs (private capital will require lots of data and want to do analytics on residential mortgage portfolios, especially if there is a return to securitization) • Growing opportunity for data/analytics in the commercial mortgage/loan space as the CMBS market heats up as a source of financing • Significant focus on providing platforms around data, not just data, especially for the midmarket that cannot afford customized solutions • Focus on the P&C insurance market, connecting real estate to consumers to underwriting • Significant opportunity in commercial healthcare payment integrity

FY1: 11.0x-13.0x FY2: 10.0x-11.0x



Security Market Valuations (EBITDA) Observations:

• J.P. Morgan attacks highlight privileged account vulnerabilities and need for advanced threat protection with over 90 high level administrative accounts suspected of being compromised • Highly attractive multiples seen in the market—Tripwire being acquired by Belden for 4.73x 2014E revenue • Tighter compliance regulations and increasing awareness of network breaches driving higher demand • Sophistication of attacks driving increased spending and support for innovation in earlier-stage companies • Changes in traditional IT infrastructure, such as cloud, mobile, BYOD, and virtualization, is creating new opportunities in the security space

FY1: 10.0x-12.0x FY2: 9.0x-11.0x

Payroll/HR Market Valuations (EBITDA) Observations:

• Focus on new technology and expanding product offering, especially for cloud- and SaaS-related products • Still highly fragmented market undergoing consolidation—macro environment is modest impediment to new client growth and interest rates remain a drag on profit margins, but those factors should eventually reverse • Focus on providing add-on offerings to core payroll product (e.g., insurance, screening, and HR management) • Increased focus on growth of consumer directed benefits, private exchanges (WEX’s acquisition of Evolution1) • Valuations are robust attracting recent equity activity (Paylocity and PayCom)

FY1: 13.0x-15.0x FY2: 12.0x-14.0x



Investment Services Software/ Technology Market Valuations (EBITDA) Observations:

• Technology driving growth of personalized investment advice for the masses – acceleration of technology is disrupting a historically dominant offline industry (e.g. personal capital corporation) • Financial software remains under pressure; however, the sector will benefit from increased investment in Basel I/II and Dodd-Frank initiatives • Move from defined benefit to defined contribution for retirement plans opens up management opportunities • Wealth management industry trends include independent advice, fee-based compensation, open architecture, and the fiduciary standard of care • Regulatory tailwind for independent investment advice to defined-contribution plans

FY1: 12.0x-13.0x FY2: 10.0x-11.0x

Business to Business Payments Market Valuations (EBITDA) Observations:

• Massive market opportunity, with improving technology • Secular shift from paper to electronic payments, remains in early stages • Strong value proposition that remain in its infancy • American Express increased focus on B2B payments space which they target at $4T market • Discover’s alliance with ARIBA, Bottomline’s PayMode-X • FleetCor’s acquisition of Comdata marks its entry into the space, focusing on virtual cards, similar to WEX’s efforts

FY1: 11.0x-13.0x FY2: 10.0x-12.0x


Financial Technology Sector – December 2014 Financial Technology Sector Market Analysis 15

Financial Technology Sector Market Analysis

Sector Analysis

LTM Price Performance and 2014E P/E

($ in millions) Company Market Cap LTM Price Performance 2014E P/E

ATM Processing/Payment Enablers Ingenico $6,037.5 31.6% 26.3x NCR $4,907.2 (14.4%) 11.1x VeriFone $4,216.4 38.7% 22.9x Diebold $2,238.7 4.9% 19.6x Cardtronics $1,717.7 (11.2%) 16.5x Qiwi $1,094.3 (63.9%) 18.2x PayPoint $954.4 (16.3%) 16.0x DirectCash Payments $294.1 (2.0%) NMF MOL Global $205.9 NA NA Mitek Systems $101.5 (44.3%) NMF Sector Median $1,406.0 (11.2%) 18.2x

Bank Technology Fidelity National Information Services $17,649.3 15.9% 20.1x Fiserv $17,314.3 20.2% 21.1x Jack Henry & Associates $5,081.6 4.9% 25.2x Temenos Group $2,359.6 26.3% 26.0x ACI Worldwide $2,318.3 (6.9%) 28.6x Ellie Mae $1,159.0 50.1% 44.5x Bottomline Technologies $1,008.9 (30.1%) 17.3x Monitise $839.0 (64.5%) NMF Sector Median $2,338.9 10.4% 25.2x

BPO Tata Consultancy Services $79,157.8 15.1% 23.4x Infosys $35,635.5 10.6% NA Wipro $21,481.4 (3.1%) 15.8x HCL Technologies $17,732.3 23.6% 16.6x Genpact $4,100.0 3.0% 18.7x Convergys $2,044.0 (3.2%) 13.4x TeleTech $1,154.0 (1.1%) 16.4x WNS $1,068.0 (5.7%) 12.7x Sector Median $10,916.2 1.0% 16.4x Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014


Financial Technology Sector – December 2014 16 Financial Technology Sector Market Analysis

LTM Price Performance & 2014E P/E (cont’d.)


Card Networks Visa $162,106.3 17.7% 29.1x MasterCard $99,330.0 3.1% 28.0x American Express $96,266.3 2.5% 16.8x Discover $29,698.4 17.1% 12.4x Sector Median $97,798.2 10.1% 22.4x

Data/Analytics Thomson Reuters $32,365.4 7.0% 21.5x McGraw Hill Financial $24,158.1 13.8% 23.1x Moody's $19,986.0 22.1% 23.6x Experian $16,789.1 (8.1%) 18.0x Equifax $9,751.8 17.1% 20.9x IHS $7,763.5 (4.9%) 19.7x FactSet Research Systems $5,875.9 29.6% 25.2x MSCI $5,314.7 8.5% 23.8x Dun & Bradstreet $4,343.7 (1.5%) 16.2x Morningstar $2,884.9 (17.1%) 26.0x CoreLogic. $2,834.9 (11.1%) 23.3x Fair Isaac $2,321.3 15.1% 18.7x F. Marc de Lacharrière (Fimalac) $2,040.9 19.0% 21.1x Acxiom $1,561.0 (45.2%) 26.2x Harte-Hanks $480.4 (1.0%) 20.1x Yodlee $356.6 NA NMF Intersections $72.5 (49.8%) NMF Sector Median $4,343.7 3.0% 21.5x

E-Commerce Amazon.com $143,693.9 (22.2%) NMF eBay $69,721.6 2.3% 19.0x Demandware $2,089.3 (10.3%) NMF Digital River $788.4 33.9% 48.8x Borderfree $285.0 NA NMF

Sector Median $2,089.3 (4.0%) 33.9x

Fleet Processing/Technology FleetCor Technologies $12,466.7 26.9% 29.1x WEX $3,834.9 (0.1%) 19.3x Sector Median $8,150.8 13.4% 24.2x Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014





Investment Services Software & Technology LendingClub $9,143.6 NA NMF SEI Investments $6,696.1 15.3% 21.6x Broadridge Financial Solutions $5,542.3 16.9% 21.0x Computershare $5,370.6 (5.1%) 15.7x SS&C Technologies $4,893.7 32.2% 24.9x DST Systems $3,583.3 3.8% 17.5x Financial Engines $1,899.0 (47.4%) 39.6x Envestnet $1,687.6 21.9% 62.8x Advent Software $1,584.1 (12.3%) 21.3x Fidessa $1,415.1 (0.2%) 29.5x Linedata Services $193.4 (13.3%) 10.4x Sector Median $3,583.3 1.8% 21.4x

Money Transfer Western Union $9,360.2 3.8% 11.8x Xoom $673.2 (36.0%) 62.3x Moneygram $490.5 (56.3%) 8.3x Sector Median $673.2 (36.0%) 11.8x

Payment Processing Cielo $24,554.6 12.8% 20.0x Alliance Data Systems $18,312.9 8.8% 23.0x Total System Services $6,313.1 2.0% 17.8x Global Payments $5,460.3 24.2% 18.1x Wirecard $5,449.2 11.6% 40.1x Vantiv $4,956.7 4.0% 18.2x Euronet Worldwide $2,887.7 14.7% 21.3x Heartland Payment Systems $1,954.1 8.2% 22.6x EVERTEC $1,725.5 (10.3%) 13.3x Optimal Payments $868.7 (8.7%) 14.1x Net 1 Ueps Technologies $529.8 30.6% 4.6x Global Cash Access $468.7 (28.4%) 8.1x Sector Median $3,922.2 8.5% 18.1x

Payroll/HR Automatic Data Processing $40,189.1 3.2% 27.9x Paychex $16,766.5 1.4% 26.0x Towers Watson & Co. $7,936.5 (11.3%) 19.7x The Ultimate Software Group $4,165.3 (4.2%) 72.7x WageWorks $2,282.7 8.6% 68.2x Paylocity $1,314.0 NA NMF Sector Median $6,050.9 1.4% 27.9x Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014





Prepaid Green Dot $1,066.0 (18.5%) 15.3x Higher One Holdings $200.6 (56.9%) 6.8x Sector Median $633.3 (37.7%) 11.0x

Security Symantec $17,705.7 8.8% 13.6x Check Point Software Technologies $14,990.4 21.8% 21.3x CA Technologies $13,547.4 (9.5%) 12.1x Fortinet $5,054.5 60.3% 64.8x Trend Micro $3,745.3 (20.3%) NA Imperva $1,314.1 2.7% NMF Sector Median $9,300.9 5.8% 17.4x Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014



Index Price Performance Price by Sector (Market Value Weighted)

3 Months

1 Year

3 Years

Note: Sector indices are market capitalization weighted Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014

4.3% 3.9% 2.6% 1.8% 1.1% 1.0% 0.8% 0.6% 0.6% 0.4% (0.2%) (0.5%) (0.7%)Prepaid CardNetworks MoneyTransfer Security BankTechnology InvestmentServicesSoftware &Technology

Payroll / HR PaymentProcessing FleetProcessing /Technology Data /Analytics ATMProcessing /PaymentEnablersE-Commerce BPO

(12.3%)

2.5% (0.5%)

1.7% 1.8% 0.8% 0.2% 0.8% 10.3%

0.5% 1.0% (3.5%)

1.5%

Prepaid CardNetworks MoneyTransfer Security BankTechnology InvestmentServicesSoftware &TechnologyPayroll / HR PaymentProcessing FleetProcessing /Technology Data /Analytics ATMProcessing /PaymentEnablers

E-Commerce BPO

(20.6%)34.3%

(2.1%)8.3% 17.0% 11.6% 15.6% 12.2%

161.8%

5.1% 10.5% 27.0% 9.6% Prepaid CardNetworks MoneyTransfer Security BankTechnology InvestmentServicesSoftware &Technology

Payroll / HR PaymentProcessing FleetProcessing /Technology Data /Analytics ATMProcessing /PaymentEnablersE-Commerce BPO



Financial Technology Sector Market Analysis

Public Comparable Analysis

ATM Processing/Payment Enablers

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

PEG Ratio 2014 Public Company

Stock Price 12/31/14

Change Since 52 WK High

Market Cap.

Enterprise Value LTM(1) 2014E 2015P LTM(1) 2014E 2015P LTM(1) 2014E 2015P

LT Growth Rate Ingenico $105.65 2.0% $6,037.5 $6,387.1 3.29x 3.39x 2.62x 16.8x 15.3x 11.9x 29.5x 26.3x 20.7x 25.5% 1.0x NCR $29.14 29.5% $4,907.2 $8,261.2 1.27x 1.25x 1.21x 8.2x 8.6x 7.9x 13.1x 11.1x 9.8x NA NA VeriFone $37.20 3.8% $4,216.4 $4,886.3 2.61x 2.55x 2.35x 21.8x 14.7x 12.5x NMF 22.9x 18.3x 14.4% 1.6x Diebold $34.64 19.7% $2,238.7 $2,657.0 0.89x 0.87x 0.89x 11.1x 10.5x 10.0x 20.3x 19.6x 17.1x NA NA Cardtronics $38.58 14.0% $1,717.7 $2,171.7 2.14x 2.08x 1.84x 9.4x 8.6x 7.5x 29.8x 16.5x 14.3x 15.0% 1.1x Qiwi $20.19 186.6% $1,094.3 $778.6 5.90x 5.45x 3.99x 7.2x 9.9x 8.2x 15.0x 18.2x 15.9x 28.3% 0.6x PayPoint $14.03 34.7% $954.4 $907.7 2.61x 2.50x 2.55x 11.0x 11.2x 10.2x 20.1x 16.0x 14.6x 9.1% 1.8x DirectCash Payments $16.80 2.2% $294.1 $456.3 1.86x 1.88x 1.72x 7.0x 7.1x 6.2x NMF NMF 62.7x NA NA MOL Global $3.05 199.3% $205.9 $212.8 3.65x NA NA 16.3x NA NA NMF NA NA NA NA Mitek Systems $3.31 113.3% $101.5 $93.8 4.90x 4.69x 4.01x NMF NMF NA NMF NMF NMF 25.0% NA

Mean $30.26 60.5% $2,176.8 $2,681.2 2.91x 2.74x 2.35x 12.1x 10.7x 9.3x 21.3x 18.7x 21.7x 19.5% 1.2x

Median $24.67 24.6% $1,406.0 $1,539.7 2.61x 2.50x 2.35x 11.0x 10.2x 9.1x 20.2x 18.2x 16.5x 20.0% 1.1x

Bank Technology

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



Change Since 52-Wk High

Market Cap.


LT Growth Rate Fidelity National Information Services $62.20 3.4% $17,649.3 $22,149.0 3.51x 3.44x 3.22x 13.8x 11.4x 10.6x 28.2x 20.1x 17.8x 11.7% 1.7x

Fiserv $70.97 3.2% $17,314.3 $20,753.3 4.14x 4.11x 3.91x 13.9x 12.6x 11.8x 24.1x 21.1x 18.8x 11.8% 1.8x Jack Henry & Associates $62.14 2.8% $5,081.6 $5,053.2 4.10x 4.02x 3.74x 11.9x 11.7x 10.7x 26.7x 25.2x 22.5x 11.7% 2.2x Temenos Group $35.74 3.1% $2,359.6 $2,521.9 5.25x 5.09x 4.67x 20.6x 14.9x 13.5x 39.3x 26.0x 22.2x 15.5% 1.7x ACI Worldwide $20.17 7.4% $2,318.3 $3,211.4 3.18x 3.10x 2.86x 15.2x 12.3x 10.8x 29.4x 28.6x 22.3x 17.7% 1.6x Ellie Mae $40.32 5.8% $1,159.0 $1,115.7 7.68x 7.12x 5.64x NMF NMF NMF NMF 44.5x 48.8x 20.0% 2.2x Bottomline Technologies $25.28 48.0% $1,008.9 $988.7 3.14x 3.06x 2.87x NMF 12.2x 13.8x NMF 17.3x 17.2x 18.3% 0.9x Monitise $0.39 227.7% $839.0 $589.4 3.62x 3.51x 2.48x NMF NMF NMF NMF NMF NMF NA NA Mean $39.65 37.7% $5,966.2 $7,047.8 4.33x 4.18x 3.67x 15.1x 12.5x 11.9x 29.5x 26.1x 24.2x 15.2% 1.7x

Median $38.03 4.6% $2,338.9 $2,866.6 3.86x 3.77x 3.48x 13.9x 12.3x 11.3x 28.2x 25.2x 22.2x 15.5% 1.7x (1) LTM as of September 30, 2014 or as otherwise indicated (2) LTM as of June 30, 2014 (3) LTM as of October 31, 2014 Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014



BPO





Market Cap.


LT Growth Rate Tata Consultancy Services $40.41 10.9% $79,157.8 $77,420.4 5.40x 5.34x 4.58x 18.1x 18.0x 16.1x 28.9x 23.4x 20.9x 17.6% 1.3x

Infosys $31.18 11.6% $35,635.5 $31,031.5 3.64x 3.72x 3.39x 12.7x 13.4x 12.6x 20.5x NA 17.2x 13.8% NA Wipro $8.76 12.2% $21,481.4 $20,670.0 2.80x 2.81x 2.57x 12.2x 11.9x 11.5x 20.2x 15.8x 14.7x 13.1% 1.2x HCL Technologies $25.25 11.2% $17,732.3 $17,752.1 3.21x 3.26x 2.97x 12.4x 12.8x 12.3x 20.8x 16.6x 15.1x 18.0% 0.9x Genpact $18.93 2.4% $4,100.0 $4,524.9 2.02x 1.99x 1.83x 12.2x 12.7x 11.5x 26.9x 18.7x 16.5x 14.0% 1.3x Convergys $20.37 19.9% $2,044.0 $2,228.1 0.85x 0.78x 0.73x 6.9x 6.4x 5.6x 20.6x 13.4x 12.0x 11.2% 1.2x TeleTech $23.68 26.6% $1,154.0 $1,193.9 0.98x 0.97x 0.91x 7.7x 7.6x 6.8x 22.2x 16.4x 14.1x 10.5% 1.6x WNS $20.66 11.4% $1,068.0 $1,099.2 2.10x 2.16x 2.02x 10.5x 10.7x 9.9x 23.6x 12.7x 12.4x 14.9% 0.9x Mean $23.66 13.3% $20,296.6 $19,490.0 2.63x 2.63x 2.37x 11.6x 11.7x 10.8x 23.0x 16.7x 15.4x 14.1% 1.2x


Card Networks





Market Cap.


LT Growth Rate Visa $262.20 2.7% $162,106.3 $160,135.3 12.61x 12.42x 11.20x 19.1x 18.3x 16.1x 32.1x 29.1x 24.2x 16.8% 1.7x MasterCard $86.16 4.3% $99,330.0 $96,409.0 10.50x 10.20x 9.08x 17.8x 17.2x 15.2x 31.9x 28.0x 23.9x 17.2% 1.6x American Express $93.04 3.4% $96,266.3 $134,421.3 4.27x 4.13x 3.98x NMF NMF NMF 19.2x 16.8x 15.4x 11.6% 1.4x Discover $65.49 1.9% $29,698.4 $43,943.4 6.08x 5.08x 4.83x NMF NMF NMF 12.0x 12.4x 11.9x 7.2% 1.7x

Mean $126.72 3.1% $96,850.3 $108,727.3 8.36x 7.96x 7.27x 18.5x 17.8x 15.7x 23.8x 21.6x 18.8x 13.2% 1.6x

Median $89.60 3.1% $97,798.2 $115,415.2 8.29x 7.64x 6.96x 18.5x 17.8x 15.7x 25.6x 22.4x 19.6x 14.2% 1.7x (1) LTM as of September 30, 2014 or as otherwise indicated Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014



Data/Analytics





Market Cap.


LT Growth Rate Thomson Reuters $40.47 2.3% $32,365.4 $40,161.4 3.17x 3.17x 3.12x 14.9x 11.9x 10.9x 45.6x 21.5x 18.4x 13.0% 1.7x McGraw Hill Financial $88.98 5.6% $24,158.1 $23,898.1 4.65x 4.71x 4.45x 12.5x 12.2x 11.2x 24.4x 23.1x 20.5x 14.7% 1.6x

Moody's $95.81 6.7% $19,986.0 $20,948.9 6.47x 6.33x 5.88x 13.9x 13.8x 12.7x 25.2x 23.6x 20.8x 13.9% 1.7x Experian $16.96 8.6% $16,789.1 $20,640.1 4.22x 4.22x 4.10x 12.1x 12.1x 11.9x 23.4x 18.0x 17.2x 8.1% 2.2x Equifax $80.87 2.2% $9,751.8 $11,228.4 4.70x 4.62x 4.31x 13.2x 13.2x 12.2x 28.4x 20.9x 18.9x 10.5% 2.0x IHS $113.88 26.4% $7,763.5 $9,413.5 4.26x 4.21x 3.95x 19.2x 13.7x 12.4x 52.7x 19.7x 17.8x 14.2% 1.4x FactSet $140.75 3.3% $5,875.9 $5,760.7 6.13x 6.13x 5.67x 16.9x 16.6x 15.4x 30.7x 25.2x 22.8x 11.8% 2.1x MSCI $47.44 9.6% $5,314.7 $5,659.5 5.12x 5.64x 5.19x 12.8x 13.9x 13.2x 25.6x 23.8x 22.3x 11.3% 2.1x Dun & Bradstreet $120.96 5.8% $4,343.7 $5,675.7 3.40x 3.38x 3.31x 12.0x 11.0x 10.7x 18.9x 16.2x 15.5x 6.5% 2.5x Morningstar $64.71 30.3% $2,884.9 $2,726.5 3.66x 3.59x 3.33x 12.3x 12.7x 11.1x 27.1x 26.0x 22.2x 14.0% 1.9x CoreLogic $31.59 13.8% $2,834.9 $4,130.1 3.14x 2.94x 2.80x 16.0x 11.5x 9.9x 38.2x 23.3x 18.0x 9.2% 2.5x Fair Isaac $72.30 2.9% $2,321.3 $2,762.2 3.50x 3.46x 3.31x 13.9x 13.3x 13.0x 28.5x 18.7x 17.2x 12.7% 1.5x F. Marc de Lacharrière (Fimalac) $76.02 1.4% $2,040.9 $2,745.9 NA NA NA NMF NMF NMF 26.4x 21.1x 19.9x NA NA Acxiom $20.27 93.9% $1,561.0 $1,756.2 1.63x 1.69x 1.68x 9.7x 8.5x 8.4x 30.3x 26.2x 23.1x 12.5% 2.1x Harte-Hanks $7.74 17.2% $480.4 $500.5 0.89x 0.90x 0.88x 8.9x 8.5x 7.5x 21.2x 20.1x 17.0x (5.0%) NMF Yodlee $12.20 47.3% $356.6 $362.0 4.30x 4.09x 3.39x NMF NMF NMF NMF NMF NMF 22.5% NA Intersections $3.91 132.7% $72.5 $62.7 0.24x 0.24x 0.21x 24.3x NA NA NMF NMF NMF NA NA Mean $60.87 24.1% $8,170.6 $9,319.5 3.72x 3.71x 3.47x 14.2x 12.3x 11.5x 29.8x 21.8x 19.4x 11.3% 1.9x


E-Commerce





Market Cap.


LT Growth Rate Amazon.com $310.35 31.5% $143,693.9 $141,534.9 1.66x 1.58x 1.34x NMF 23.0x 17.6x NMF NMF NMF 38.4% NA eBay $56.12 6.4% $69,721.6 $72,537.6 4.14x 4.05x 3.61x 14.6x 12.5x 11.4x 32.8x 19.0x 17.1x 11.7% 1.6x Demandware $57.54 42.9% $2,089.3 $1,929.0 13.58x 12.43x 9.00x NMF NMF NMF NMF NMF NMF 37.5% NA Digital River $24.73 4.7% $788.4 $690.2 1.84x 1.83x 1.73x 19.3x 14.4x 13.1x NMF 48.8x 40.9x 10.0% 4.9x Borderfree $8.96 137.2% $285.0 $186.2 1.49x 1.46x 1.29x NMF NMF NMF NMF NMF NMF 17.5% NA

Mean $91.54 44.5% $43,315.6 $43,375.6 4.54x 4.27x 3.39x 17.0x 16.6x 14.0x 32.8x 33.9x 29.0x 23.0% 3.3x

Median $56.12 31.5% $2,089.3 $1,929.0 1.84x 1.83x 1.73x 17.0x 14.4x 13.1x 32.8x 33.9x 29.0x 17.5% 3.3x (1) LTM as of September 30, 2014 or as otherwise indicated (2) LTM as of August 31, 2014 (3) LTM as of November 30, 2014 (4) LTM as of June 30, 2014 Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014



Fleet Processing/Technology





Market Cap.


LT Growth Rate FleetCor $148.71 7.9% $12,466.7 $13,517.3 12.54x 12.02x 7.54x 22.6x 20.7x 13.4x 40.6x 29.1x 23.2x 12.0% 2.4x WEX $98.92 20.4% $3,834.9 $4,434.0 5.63x 5.45x 4.83x 13.5x 12.0x 11.3x 23.6x 19.3x 17.7x 13.3% 1.4x

Mean $123.82 14.1% $8,150.8 $8,975.6 9.08x 8.74x 6.18x 18.0x 16.4x 12.3x 32.1x 24.2x 20.4x 12.7% 1.9x

Median $123.82 14.1% $8,150.8 $8,975.6 9.08x 8.74x 6.18x 18.0x 16.4x 12.3x 32.1x 24.2x 20.4x 12.7% 1.9x Investment Services Software & Technology





Market Cap.


LT Growth Rate LendingClub $25.30 15.8% $9,143.6 $11,661.8 66.07x 54.25x 26.76x NA NMF NMF NMF NMF NMF NA NA SEI Investments $40.04 2.9% $6,696.1 $6,118.2 4.93x 4.81x 4.37x 17.3x 11.0x 9.9x 23.1x 21.6x 18.6x 12.0% 1.8x Broadridge Financial Solutions $46.18 1.3% $5,542.3 $5,735.2 2.23x 2.18x 2.08x 11.2x 10.4x 9.4x 23.0x 21.0x 17.6x 13.6% 1.5x

Computershare $9.66 11.6% $5,370.6 $6,582.8 3.27x 3.22x 3.10x 13.4x 11.9x 11.1x 28.7x 15.7x 14.7x 11.8% 1.3x SS&C Technologies $58.49 2.2% $4,893.7 $5,420.1 7.23x 7.07x 6.20x 18.5x 17.0x 15.2x 45.8x 24.9x 22.5x 15.6% 1.6x DST Systems $94.15 6.6% $3,583.3 $4,108.0 1.52x 2.02x 1.98x 9.6x 9.0x 8.7x 16.4x 17.5x 15.9x 12.8% 1.4x Financial Engines $36.55 90.8% $1,899.0 $1,767.9 6.46x 6.30x 5.52x NMF 17.8x 17.3x 52.3x 39.6x 37.8x 24.3% 1.6x Envestnet $49.14 11.7% $1,687.6 $1,612.2 4.94x 4.62x 3.73x NMF NMF 20.6x NMF 62.8x 44.1x 28.3% 2.2x Advent Software $30.64 16.6% $1,584.1 $1,802.4 4.58x 4.54x 4.31x 18.1x 13.7x 12.7x 32.8x 21.3x 19.9x 13.6% 1.6x Fidessa $37.25 14.0% $1,415.1 $1,316.4 2.78x 3.04x 2.90x 14.8x 12.1x 11.6x 32.5x 29.5x 27.7x 5.4% 5.5x Linedata Services $27.14 21.8% $193.4 $256.1 1.18x 1.34x 1.30x 5.9x 5.4x 5.2x 8.8x 10.4x 9.5x 3.4% 3.1x Mean $41.32 17.8% $3,819.0 $4,216.5 9.56x 8.49x 5.66x 13.6x 12.0x 12.2x 29.3x 26.4x 22.8x 14.1% 2.2x

Median $37.25 11.7% $3,583.3 $4,108.0 4.58x 4.54x 3.73x 14.1x 11.9x 11.3x 28.7x 21.4x 19.2x 13.2% 1.6x (1) LTM as of September 30, 2014 or as otherwise indicated (2) LTM as June 30, 2014 Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014



Money Transfer





Market Cap.


LT Growth Rate Western Union $17.91 4.2% $9,360.2 $11,412.9 2.03x 2.02x 1.97x 8.1x 8.2x 8.1x 16.1x 11.8x 11.2x 10.2% 1.2x Xoom $17.51 70.3% $673.2 $617.3 4.19x 3.93x 3.23x NMF NMF NMF NMF 62.3x 42.9x 20.0% 3.1x Moneygram $9.09 126.4% $490.5 $1,456.4 0.98x 1.00x 1.03x 6.0x 5.3x 5.6x 10.1x 8.3x 9.5x 12.1% 0.7x

Mean $14.84 67.0% $3,508.0 $4,495.6 2.40x 2.32x 2.08x 7.0x 6.7x 6.8x 13.1x 27.5x 21.2x 14.1% 1.7x

Median $17.51 70.3% $673.2 $1,456.4 2.03x 2.02x 1.97x 7.0x 6.7x 6.8x 13.1x 11.8x 11.2x 12.1% 1.2x Payment Processing





Market Cap.


LT Growth Rate Cielo $15.68 13.0% $24,554.6 $25,393.5 8.36x 8.88x 7.55x 16.7x 17.1x 14.8x 20.3x 20.0x 17.4x 16.6% 1.2x Alliance Data Systems $286.05 5.0% $18,312.9 $29,132.6 5.88x 5.49x 4.43x 21.1x 18.9x 15.1x 27.9x 23.0x 19.1x 16.2% 1.4x Total System Services $33.96 1.7% $6,313.1 $7,539.4 3.06x 3.10x 2.86x 13.3x 10.7x 9.4x 23.7x 17.8x 15.4x 10.9% 1.6x Global Payments $80.73 7.4% $5,460.3 $7,064.9 2.69x 2.63x 2.45x 13.0x 12.2x 11.3x 26.9x 18.1x 16.1x 11.5% 1.6x Wirecard $44.13 1.2% $5,449.2 $4,806.7 6.46x 6.58x 5.30x 24.9x 23.0x 18.1x 57.2x 40.1x 29.5x 28.7% 1.4x Vantiv $33.92 3.5% $4,956.7 $8,435.8 6.44x 6.04x 5.17x 14.7x 12.6x 10.6x 36.6x 18.2x 15.7x 13.8% 1.3x Euronet Worldwide $54.90 8.8% $2,887.7 $2,817.1 1.79x 1.71x 1.54x 13.4x 11.9x 10.1x 33.9x 21.3x 18.2x 16.5% 1.3x Heartland Payment Systems $53.95 4.3% $1,954.1 $2,432.2 3.84x 3.65x 3.13x 15.0x 14.2x 10.9x 26.7x 22.6x 18.0x 16.8% 1.3x

EVERTEC $22.13 19.0% $1,725.5 $2,375.4 6.59x 6.54x 6.22x 15.7x 13.1x 12.3x 32.0x 13.3x 12.4x 15.5% 0.9x Optimal Payments $5.34 62.8% $868.7 $676.4 2.30x 1.86x 1.44x 12.4x 8.0x 6.1x 28.3x 14.1x 11.6x 35.0% 0.4x Net 1 Ueps Technologies $11.40 24.9% $529.8 $524.2 0.85x 0.83x 0.80x 3.1x 3.1x 3.2x 6.1x 4.6x 5.4x 10.0% 0.5x Global Cash Access $7.15 38.9% $468.7 $457.9 0.79x 0.79x 0.72x 7.2x 6.0x 5.6x 20.4x 8.1x 7.2x 20.0% 0.4x Mean $54.11 15.9% $6,123.4 $7,638.0 4.09x 4.01x 3.47x 14.2x 12.6x 10.6x 28.3x 18.4x 15.5x 17.6% 1.1x

Median $33.94 8.1% $3,922.2 $3,811.9 3.45x 3.37x 2.99x 14.1x 12.4x 10.8x 27.4x 18.1x 15.9x 16.3% 1.3x (1) LTM as of September 30, 2014 or as otherwise indicated (2) LTM as of August 31, 2014 (3) LTM as of June 30, 2014 Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014



Payroll/HR





Market Cap.


LT Growth Rate Automatic Data Processing $83.37 3.8% $40,189.1 $39,961.3 3.22x 3.43x 3.49x 15.3x 16.9x 16.6x 27.5x 27.9x 26.9x 11.0% 2.5x

Paychex $46.17 4.4% $16,766.5 $16,626.1 6.32x 6.36x 5.87x 14.8x 14.9x 13.9x 26.3x 26.0x 24.0x 10.1% 2.6x Towers Watson & Co. $113.17 16.4% $7,936.5 $7,760.8 2.19x 2.16x 2.08x 11.9x 10.9x 10.2x 25.1x 19.7x 18.4x 10.8% 1.8x The Ultimate Software Group $146.82 17.1% $4,165.3 $4,073.1 8.44x 8.05x 6.60x NMF NMF NMF NMF 72.7x 59.6x 27.0% 2.7x WageWorks $64.57 5.8% $2,282.7 $1,975.5 8.08x 7.42x 5.96x NMF NMF 22.1x NMF 68.2x 55.6x 16.7% 4.1x Paylocity $26.11 18.7% $1,314.0 $1,241.2 10.57x 9.89x 7.74x NMF NMF NMF NMF NMF NMF 207.0% NA Mean $80.03 11.0% $12,109.0 $11,939.7 6.47x 6.22x 5.29x 14.0x 14.2x 15.7x 26.3x 42.9x 36.9x 47.1% 2.7x

Median $73.97 11.1% $6,050.9 $5,916.9 7.20x 6.89x 5.92x 14.8x 14.9x 15.2x 26.3x 27.9x 26.9x 13.9% 2.6x Prepaid





Market Cap.


LT Growth Rate Green Dot $20.49 31.1% $1,066.0 $1,181.3 1.96x 1.96x 1.59x 9.3x 9.4x 6.6x 17.3x 15.3x 11.8x 22.0% 0.7x Higher One Holdings $4.21 130.9% $200.6 $271.1 1.23x 1.19x 1.15x 5.9x 4.7x 4.6x 11.9x 6.8x 7.1x 30.0% 0.2x

Mean $12.35 81.0% $633.3 $726.2 1.60x 1.57x 1.37x 7.6x 7.1x 5.6x 14.6x 11.0x 9.4x 26.0% 0.5x

Median $12.35 81.0% $633.3 $726.2 1.60x 1.57x 1.37x 7.6x 7.1x 5.6x 14.6x 11.0x 9.4x 26.0% 0.5x

Security





Market Cap.


LT Growth Rate Symantec $25.66 4.0% $17,705.7 $16,828.7 2.52x 2.52x 2.53x 8.6x 7.9x 7.4x 19.6x 13.6x 12.9x 7.1% 1.9x Check Point Software Technologies $78.57 2.9% $14,990.4 $14,740.5 10.08x 9.89x 9.28x 18.5x 17.1x 16.0x 28.1x 21.3x 19.4x 9.0% 2.4x

CA Technologies $30.45 18.9% $13,547.4 $12,256.4 2.75x 2.81x 2.85x 8.8x 7.0x 7.3x 17.8x 12.1x 12.3x 5.0% 2.4x Fortinet $30.66 2.7% $5,054.5 $4,796.4 6.63x 6.34x 5.48x NMF NMF NMF NMF 64.8x 52.0x 15.9% 4.1x Trend Micro $27.88 13.8% $3,745.3 $3,252.3 3.18x 3.43x 3.29x 9.1x 9.9x 9.7x 19.6x NA NA 12.4% NA Imperva $49.43 35.8% $1,314.1 $1,248.3 8.03x 7.69x 6.26x NMF NMF NMF NMF NMF NMF 24.4% NA Mean $40.44 13.0% $9,392.9 $8,853.8 5.53x 5.45x 4.95x 11.2x 10.5x 10.1x 21.3x 27.9x 24.1x 12.3% 2.7x

Median $30.56 8.9% $9,300.9 $8,526.4 4.90x 4.88x 4.38x 8.9x 8.9x 8.5x 19.6x 17.4x 16.1x 10.7% 2.4x (1) LTM as of September 30, 2014 or as otherwise indicated (2) LTM as of November 30, 2014 (3) LTM as of October 3, 2014 Sources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014



Valuation by Sector

Median 2014E Price/Earnings Multiples

Median 2014E Price/Earnings to Growth (“PEG Ratio”)

Note: Data represents global sector averagesSources: Capital IQ and FactSet Research Systems, or Wall Street Market Research data as of December 31, 2014

33.9x 27.9x 25.2x 24.2x 22.4x 21.5x 21.4x 18.2x 18.1x 17.4x 16.4x 11.8x 11.0xE-Commerce Payroll / HR BankTechnology FleetProcessing /Technology CardNetworks Data /Analytics InvestmentServicesSoftware &Technology

ATMProcessing /PaymentEnablersPaymentProcessing Security BPO MoneyTransfer Prepaid

3.3x 2.6x1.7x 1.9x 1.7x 2.0x 1.6x 1.1x 1.3x

2.4x1.2x 1.2x 0.5x

E-Commerce Payroll / HR BankTechnology FleetProcessing /Technology CardNetworks Data /Analytics InvestmentServicesSoftware &TechnologyATMProcessing /PaymentEnablers

PaymentProcessing Security BPO MoneyTransfer Prepaid


Financial Technology Sector – December 2014 Recent M&A Activity 27

Recent M&A Activity

Transactions Since July 1, 2014

($ in millions) Aggregate Value/

Date Closed Acquirer Target Sector Aggregate Value (1)

LTM Revenue

LTM EBITDA Pending Centerbridge Partners IPC Systems Investment Services Software & Technology $1,200.0 NA NA Pending Tripwire Belden Security $710.0 4.73x NA Pending Global Payments FIS's Gaming Business BPO $236.5 NA NA Pending Siris Capital Group Digital River Payments Enablers $840.0 2.25x 24.5x Pending MasterCard TNS' Payment Gateway Business Payment Processing $155.0 3.10x NA Pending Skrill Ukash Payments Enablers NA NA NA Pending QIWI MoneyMail Payment Processing NA NA NA Pending SafeCharge CreditGuard Payments Enablers $12.0 4.10x 24.0x Pending Home Point Capital Maverick Funding Bank Technology NA NA NA Pending Pine Brook Strategic Funding Source BPO $110.0 NA NA Pending MYOB PayGlobal BPO $7.8 NA NA Pending Gemalto NV SafeNet Security $890.0 2.60x NA Pending First Data Gyft Prepaid NA NA NA Pending BRS Ventures / Centurion Investments Travelex Investment Services Software & Technology $1,700.0 1.44x 12.5x Pending DirectCash Payments DirectCash Bank Payment Processing $15.1 NA NA Pending MasterCard C-SAM Bank Technology NA NA NA Pending SIX Payment Services UnionPay International ATM Processing / Payment Enablers NA NA NA 12/19/14 WorldPay SecureNet Payment Processing ND ND ND 12/01/14 Bankrate Wallaby Financial Bank Technology NA NA NA 12/01/14 Nordic Capital Euroline Payment Processing $331.9 NA NA 11/24/14 Acculynk PayPlum's IP Portfolio Security NA NA NA 11/14/14 FleetCor Technologies Comdata Payment Processing $3,360.0 5.80x NA 11/13/14 Barclaycard The Logic Group Payment Processing NA NA NA 11/12/14 Vista Equity Partners TransFirst Payment Processing $1,500.0 6.10x 12.6x 11/07/14 JetPay ACI Merchant Systems Payment Processing $17.7 NA NA 11/05/14 NoteMachine Limited Eurochange Bank Technology NA NA NA 11/03/14 BluePay Caledon Card Services Payment Processing NA NA NA 10/31/14 Francisco Partners Vendavo Data / Analytics ND ND ND 10/22/14 Catalina Marketing CellFire BPO NA NA NA 10/20/14 Onyx Payments Worldwide Payment Systems Payment Processing NA NA NA 10/16/14 Sage Group PAI Group Payroll Processing $157.8 4.10x ND Note: Dollars in millions; displays M&A activity from July 1, 2014 through December 31, 2014(1) Aggregate value includes the common equity, preferred equity, net debt, minority interest, and any other consideration offered, such as earnouts Source: Dealogic


Financial Technology Sector – December 2014 28 Recent M&A Activity

Transactions Since July 1, 2014 (cont’d.)

($ in millions) Aggregate Value/

Date Closed Acquirer Target Sector Aggregate Value (1)

LTM Revenue

LTM EBITDA 10/10/14 Global Payments Ezidebit Payment Processing $277.0 NA NA 10/07/14 BOKU Mopay Mobile NA NA NA 10/02/14 FIS Clear2Pay Payment Processing $492.7 3.70x 50.0x 10/01/14 Wirecard AG Mikro Odeme Mobile $34.2 NA NA 09/19/14 Global Payments Maxie Mobile Mobile NA NA NA 09/16/14 Altisource Portfolio Solutions Mortgage Builder Software Bank Technology NA NA NA 09/10/14 Rede MaxiPago Payment Processing NA NA NA 09/09/14 MoneyGram Nexxo Financial Corporation Money Transfer NA NA NA 09/08/14 Oracle MICROS Systems BPO $5,262.5 3.40x 17.5x 09/04/14 General Atlantic OptionsHouse, tradeMONSTER ATM Processing / Payment Enablers NA NA NA 09/04/14 Associated Foreign Exchange GFX Partners Money Transfer NA NA NA 09/04/14 Heartland Payment Systems TouchNet Information Systems Payments Enablers $375.0 NA NA 09/02/14 CPI Card Group EFT Source Bank Technology ND ND ND 09/02/14 Oberthur Technologies NagraID Security Security NA NA NA 09/02/14 MoneyGram International MTI Money Transfer Money Transfer NA NA NA 08/29/14 Bridgepoint Advisers Limited Moneycorp Money Transfer $351.6 NA NA 08/14/14 Heartland Payment Systems Leaf Holdings Mobile NA NA NA 08/12/14 ACI Worldwide, Inc. ReD Security $205.0 ND ND 08/11/14 NETS Group Payzone Nordic Payment Processing $3,450.0 NA NA 08/08/14 Misys Limited Custom Credit Systems Bank Technology NA NA NA 08/07/14 Blackboard CardSmith ATM Processing / Payment Enablers NA NA NA 08/04/14 Funding Circle LeapPay Payment Processing NA NA NA 08/04/14 InComm SIRAS Bank Technology NA NA NA 07/30/14 CardCash Plastic Jungle Prepaid NA NA NA 07/23/14 Optimal Payments Global Merchant Advisors Payment Processing $15.0 ND ND 07/23/14 Optimal Payments Meritus Payment Solutions Payment Processing $210.1 ND ND 07/18/14 MasterCard ElectraCard Services ATM Processing / Payment Enablers NA NA NA 07/17/14 Moody's Analytics WebEquity Solutions Payment Processing NA NA NA 07/09/14 Advent International, ATP and Bain Capital NETS ATM Processing / Payment Enablers $3,140.1 NA NA

07/02/14 MasterCard Pinpoint Pty. BPO NA NA NA 07/01/14 Radian Group Clayton Holdings Data / Analytics $305.0 NA NA Note: Dollars in millions; displays M&A activity from July 1, 2014 through December 31, 2014(1) Aggregate value includes the common equity, preferred equity, net debt, minority interest, and any other consideration offered, such as earnouts Source: Dealogic


Financial Technology Sector – December 2014 Recent Equity Capital Markets Activity 29

Recent Equity Capital Markets Activity

Initial Public Offerings & Follow-On Offerings In Registration

($ in millions) Filing Date

Proposed Symbol Issuer Issuer Business Description Deal Value

Proposed Exchange 10/9/2014 IFSP Intercorp Financial Services Engaged in financial services and commercial banking $400.0 NYSE

10/8/2014 OneMain Financial Holdings Engaged in the origination and services of personal loans to middle-income households $50.0 NYSE 5/14/2014 GDTC Good Technology Developer of products for managing and securing mobile devices in a business environment $100.0 Nasdaq 3/10/2014 VIRT Virtu Financial Automated market making firm that employs advanced proprietary technologies $100.0 Nasdaq 9/20/2013 IO Data Centers Provider of data center services $100.0 ND Sources: Dealogic and FactSet Research Systems as of December 31, 2014

Initial Public Offerings

($ in millions) At Filing At Pricing Initial Filing Date

Offer Date

Ticker Symbol Issuer

Shares/ADS Exc. Ovl.

Filing Range

Deal Value at Midpoint

Shares/ADS Inc. Ovl.

Offer Price

Deal Value

Market Value

Relative to Range 08/27/14 12/10/14 LC LendingClub 57.7 10.00 - 12.00 $634.7 66.7 $15.00 $1,000.5 $5,421.2 Above

07/14/14 10/08/14 MOLG MOL Global 19.5 12.50 - 14.50 $262.7 13.5 $12.50 $168.8 $843.8 In Range 06/30/14 10/02/14 YDLE Yodlee 6.3 11.00 - 13.00 $75.0 7.0 $12.00 $84.1 $339.8 In Range 06/24/14 09/23/14 CYBR CyberArk Software 5.4 13.00 - 15.00 $75.0 6.2 $16.00 $98.6 $473.3 Above 03/13/14 07/30/14 SYF Synchrony Financial 125.0 23.00 - 26.00 $3,062.5 128.5 $23.00 $2,955.4 $19,096.2 In Range 06/10/14 07/30/14 HQY HealthEquity 9.1 10.00 - 12.00 $100.1 10.5 $14.00 $146.5 $694.3 Above 12/20/13 07/22/14 MTBC Medical Transcription Billing 3.0 $9.00 - $11.00 $30.0 4.1 $5.00 $20.4 $54.9 Below 05/07/14 07/08/14 CAFN Cachet Financial Solutions 9.2 $2.00 - $3.00 $23.0 4.5 $1.50 $6.8 $25.5 Below 05/05/14 06/18/14 MRKT Markit 45.7 $23.00 - $25.00 $1,097.0 61.5 $24.00 $1,475.8 $4,250.6 In Range 04/07/14 06/11/14 MOBL MobileIron 11.1 $8.00 - $10.00 $100.0 11.1 $9.00 $100.0 $671.8 In Range 04/10/14 05/14/14 ZEN Zendesk 11.1 $8.00 - $10.00 $100.0 12.8 $9.00 $115.0 $631.7 In Range 04/02/14 05/07/14 CMCM Cheetah Mobile 12.0 $12.50 - $14.50 $162.0 13.8 $14.00 $193.2 $193.4 In Range 03/10/14 04/14/14 PAYC Paycom Software 6.6 $18.00 - $20.00 $126.3 7.6 $15.00 $114.6 $762.2 Below 02/12/14 03/19/14 QTWO Q2 Holdings 7.8 $11.00 - $13.00 $93.1 8.9 $13.00 $116.0 $415.3 In Range 02/18/14 03/20/14 BRDR Borderfree 5.0 $14.00 - $16.00 $75.0 5.0 $16.00 $80.0 $487.6 In Range Sources: Dealogic and FactSet Research Systems as of December 31, 2014


Financial Technology Sector – December 2014 30 Recent Equity Capital Markets Activity

Initial Public Offerings (cont’d)

($ in millions) At Filing At Pricing Initial Filing Date

Offer Date

Ticker Symbol Issuer

Shares/ADS Exc. Ovl.

Filing Range

Deal Value at Midpoint

Shares/ADS Inc. Ovl.

Offer Price

Deal Value

Market Value

Relative to Range 01/30/14 03/18/14 PCTY Paylocity 6.7 $14.00 - $16.00 $100.1 7.0 $17.00 $119.8 $831.7 Above

01/31/14 03/06/14 COUP Coupons.com 10.0 $12.00 - $14.00 $130.0 10.5 $16.00 $168.0 $1,170.7 Above 07/03/13 01/23/14 SC Santander Consumer USA 65.2 $22.00 - $24.00 $1,500.0 75.0 $24.00 $1,799.8 $8,336.7 In Range 10/01/13 11/05/13 CUDA Barracuda Networks 4.1 $18.00 - $21.00 $80.7 4.1 $18.00 $74.5 $900.3 In Range 09/18/13 10/29/13 CRTO Criteo 7.2 $23.00 - $26.00 $176.4 8.1 $31.00 $250.6 $1,714.2 Above 08/02/13 09/19/13 FEYE FireEye 14.0 $12.00 - $14.00 $182.0 15.2 $20.00 $303.5 $2,349.4 Above 08/14/13 09/17/13 BNFT Benefitfocus 4.5 $21.50 - $24.50 $103.5 4.9 $26.50 $130.8 $644.3 Above 04/11/13 07/25/13 LIQD Liquid Holdings Group 5.0 $9.00 - $11.00 $50.0 3.2 $9.00 $28.6 $220.6 In Range 06/17/13 07/18/13 SALE RetailMeNot 9.1 $20.00 - $22.00 $190.9 10.5 $21.00 $219.5 $1,054.3 In Range Sources: Dealogic and FactSet Research Systems as of December 31, 2014


Financial Technology Sector – December 2014 Recent Equity Capital Markets Activity 31

Follow-On Offerings

($ in millions) Pricing Performance - % Change % Shares Offered Last Trade Before

Pricing Date Ticker Issuer Issuer Business Description

Shares/ ADS Offered (mm)

Offer Price

Deal Value (mm) Primary Secondary

Offer/ Filing

Offer/ Offer

Offer/ Current 12/11/14 PCTY Paylocity Cloud-based provider of payroll and human capital management services, custom reports, and tax filing services 4.6 $26.25 $120.8 16% 84% (13%) (2%) 3%

11/21/14 OTIV On Track Innovations - OTI Manufacturer of smart card technology 6.3 $1.60 $10.0 100% 0% (16%) (16%) (5%) 09/11/14 TNET TriNet Provider of human resources solutions for small and medium enterprises including payment processing, human capital consulting, employment law compliance, and employee benefits 13.8 $25.50 $351.9 0% 100% (6%) (1%) (15%)

08/14/14 ADVS Advent Software Provider of client/server sofware products and related services 3.8 $31.33 $117.5 0% 100% 0% (4%) 4% 07/16/14 BNFT Benefitfocus Provider of cloud-based benefits software solutions for consumers, employers, insurance carriers and brokers delivered under a software-as-a-service (SaaS) model

2.9 $38.50 $109.9 0% 100% (16%) (19%) 63%

06/16/14 QIWI QIWI Provider of mobile payment services 8.0 $40.00 $318.9 25% 75% (13%) (16%) 67% 06/13/14 APAM Artisan Partners Investment management firm 1.8 $55.17 $101.3 0% 100% 0% 0% 17% 05/29/14 VNTV Vantiv Provider of payment processing services 5.8 $30.95 $178.9 0% 100% 0% (0%) (7%) 05/15/14 LIQD Liquid Holdings Provider of software technology that integrates trading, real-time risk management, accounting, reporting and administration tools in a single platform for the financial services community

32.0 $1.25 $40.0 100% 0% (48%) (72%) 37%

04/25/14 VGGL Viggle Creator of loyalty rewards program that utilizes mobile devices applications to promote television programming 4.4 $8.00 $35.0 100% 0% (58%) (66%) 142% 03/27/14 MGI MoneyGram International Provider of money transfer and payment services 1.2 $16.50 $132.0 0% 100% (9%) (12%) NA 03/21/14 CRTO Criteo Pay-per-click performance display advertising solution provider 5.3 $45.00 $236.3 10% 90% (23%) (24%) 18% 03/06/14 FEYE FireEye Provider of network access controls 14.0 $82.00 $1,148.0 40% 60% 12% (8%) 182% 03/05/14 VNTV Vantiv Provider of payment processing services 18.8 $31.55 $592.5 0% 100% (1%) (1%) (5%) 01/14/14 WDAY Workday Provider of enterprise cloud-based applications for human capital management (HCM), payroll, financial management, time tracking, procurement and employee expense management

6.9 $89.00 $614.1 100% 0% 1% (3%) 9%

01/07/14 GRPN Groupon Operator of e-commerce marketplace 13.8 $11.80 $163.1 0% 100% (1%) (1%) 63% Sources: Dealogic and FactSet Research Systems as of December 31, 2014


Financial Technology Sector – December 2014 32 Debt Capital Markets

Debt Capital Markets

Leveraged Loans

($ in millions) Facilities

Date Rating Borrower Sponsor(s) Status Use Total Revolver Credit Term Loan 11/26/14 BB/B1 AVG Technologies Not Sponsored Complete Corp Purpose $30 $0 $30 11/20/14 CCC+/Caa2 Compuware Thoma Bravo LLC Complete LBO 460 0 460 11/20/14 NR/B2 Compuware Thoma Bravo LLC Complete LBO 100 100 0 11/20/14 B/B2 Compuware Thoma Bravo LLC Complete LBO 950 0 950 11/18/14 B+/B1 Dealogic Carlyle Group Complete LBO 50 50 0 11/18/14 B+/B1 Dealogic Carlyle Group Complete LBO 335 0 335 11/14/14 B+/B1 Global Cash Access Not Sponsored Complete Acquisition 50 50 0 11/14/14 B+/B1 Global Cash Access Not Sponsored Complete Acquisition 500 0 500 11/6/14 B-/B1 TIBCO Software Vista Equity Partners Complete LBO 125 125 0 11/6/14 B-/B1 TIBCO Software Vista Equity Partners Complete LBO 167 0 167 11/5/14 B+/B2 Total Merchant Services Not Sponsored Complete Recap/Dividend 175 15 160 11/5/14 B+/Ba3 Worldpay Advent International Complete Corp Purpose 140 0 140 10/23/14 CCC+/Caa2 TransFirst Vista Equity Partners Complete LBO 320 0 320 10/23/14 B/B2 TransFirst Vista Equity Partners Complete LBO 50 50 0 10/23/14 B/B2 TransFirst Vista Equity Partners Complete LBO 700 0 700 10/21/14 B+/B3 KeyPoint Government Solutions Veritas Capital Complete Refinancing 22 0 22 10/14/14 BB/B1 North American Bancard Not Sponsored Complete Acquisition 25 0 25 10/9/14 B/B1 SourceHOV Citicorp Venture Partners Complete Merger 855 75 780 10/9/14 CCC+/Caa1 SourceHOV Citicorp Venture Partners Complete Merger 250 0 250 10/3/14 NR/NR Sutherland Global Services Texas Pacific Group Complete Recap/General Recap 340 0 340 10/2/14 BBB/Ba1 Allegion Not Sponsored Complete Refinancing 488 0 488 9/26/14 NR/NR Green Dot Not Sponsored Complete Acquisition 225 75 150 9/17/14 BB/B1 AVG Technologies Not Sponsored Complete Acquisition 50 50 0 9/17/14 BB/B1 AVG Technologies Not Sponsored Complete Acquisition 200 0 200 9/10/14 BB+/Ba3 FleetCor Not Sponsored Complete Acquisition 3,020 1,000 2,020 9/10/14 BB+/Ba3 FleetCor Not Sponsored Complete Acquisition 300 0 300 9/10/14 B+/Ba3 Progrexion HIG Capital Complete Refinancing 280 0 280 Source: Standard & Poor’s as of December 31, 2014


Financial Technology Sector – December 2014 Debt Capital Markets 33

High Yield Issuance

($ in millions) Trade Date Purpose Name SP Moody's Maturity Date Years Size Coupon Price Yield Spread 12/8/14 General OneMain Financial B+ B2 12/15/2019 5 $700 6.750% 100.000 6.750% 508 12/8/14 General OneMain Financial B+ B2 12/15/2021 7 800 7.250% 100.000 7.250% 523 11/25/14 Bonds Springleaf Financial Funding B- B2 12/15/2019 5 700 5.250% 100.000 5.250% 364 11/24/14 LBO TIBCO Software CCC Caa2 12/1/2021 7 950 11.375% 97.100 12.000% 999 11/17/14 Bonds Equinix BB B1 1/1/2024 10 500 5.750% 100.000 5.750% 341 11/17/14 Bonds Equinix BB B1 1/1/2022 8 750 5.375% 100.000 5.375% 334 11/14/14 Merger Scientific Games B Caa1 12/1/2022 8 2200 10.000% 89.865 12.000% 985 11/14/14 Merger Scientific Games BB- Ba3 1/1/2022 8 950 7.000% 100.000 7.000% 496 11/12/14 General Corporate Purpose Ally Financial BB B1 11/18/2019 5 800 3.750% 99.100 3.950% 230 11/12/14 Bonds E*Trade Financial B+ Ba3 11/15/2022 8 540 5.375% 100.000 5.375% 319 11/12/14 Acquisition Solera Holdings BB- Ba3 6/15/2021 7 175 6.000% 104.500 5.180% 315 11/12/14 Acquisition Solera Holdings BB- Ba3 11/1/2023 9 225 6.125% 104.500 5.480% 320 11/5/14 Bank Debt MSCI BB+ Ba1 11/15/2024 10 800 5.250% 100.000 5.250% 290 10/8/14 General Corporate Purpose Jefferies Finance B B1 4/15/2021 7 425 7.500% 100.000 7.500% 549 9/24/14 Bonds Ally Financial BB B1 9/29/2017 3 300 3.250% 99.646 3.375% 231 9/24/14 Bonds Ally Financial BB B1 9/30/2024 10 700 5.125% 99.085 5.375% 281 9/22/14 General Corporate Purpose General Motors Financial BB- Ba1 9/25/2017 3 750 3.000% 100.000 3.000% 194 9/22/14 General Corporate Purpose General Motors Financial BB- Ba1 9/25/2021 7 1250 4.375% 100.000 4.375% 212 Source: Standard & Poor’s as of December 31, 2014


Financial Technology Sector – December 2014 34 Recent Private Equity Financings

Recent Private Equity Financings

Recent Private Equity Financings

Date(1) Target Acquirer(s) Size Business Description 12/16/14 Adyen General Atlantic / Felicis Ventures / Index Ventures / Temasek 250.0 Provides Internet payment solutions for international merchants 12/09/14 eToro BRM Group / Ping An Ventures / SBT Venture Capital / Spark Capital 27.0 Develops and operates a social investment network and financial trading platform for consumers 12/08/14 Dynamics CIBC / Mastercard / Adams Capital Management / Bain Capital Ventures 70.0 Manufactures interactive payment cards 12/04/14 AvantCredit August Capital / Tiger Global Management / DFJ Growth / KKR / RRE Ventures 225.0 Provides online personal loans in the United States 12/03/14 Landbay Omni Partners 2.4 Operates an online peer-to-peer lending platform that provides an alternative to traditional bank savings activities 12/02/14 Stripe Thrive Capital / Founders Fund / General Catalyst Partners / Khosla Ventures / Sequoia Capital 70.0 Provides services that enable users to accept payments online 12/01/14 Vouchr Kima Ventures 1.5 Allows consumers to leave money for their friends to buy anything at any merchant location 11/25/14 SimplyTapp Lightspeed Venture Partners / Blue Sky Capital 6.0 Developed a near-field communications app designed to allow users to make transactions through their smartphones 11/24/14 LYDIA Xange / Duval Family Association / belcube 4.5 Provides a mobile payment app to make secured, pin-protected transactions through any of a user's bank cards or loyalty cards 11/24/14 Kensho Technologies Goldman Sachs / NBC Universal Media 15.0 Provides analytical tools for capital markets 11/20/14 FastPay Oak HC/FT 15.0 Provides workflow and liquidity solutions for the global media industry 11/19/14 Bigcommerce Softbank Capital / American Express / General Catalyst / Revolution Growth / Telstra Ventures 50.0 Provides small- and medium-sized retailers with everything they need to launch, promote, manage and scale an online store 11/18/14 Brilliance Financial Technology The Edgewater Funds NA Develops and delivers risk-based pricing and customer profitability measurement software 11/17/14 Sliced Investing Khosla Ventures / Data Collective / Triplepoint Capital / Y Combinator 2.0 Provides an investment platform bringing users curated hedge fund investments with low minimums and reduced fees 11/17/14 Blockstream Real Ventures / Khosla Ventures / Cryto Currency Partners / Mosaic Ventures / Ribbit Capital 21.0 Sidechain technology allows users to transfer e-monies across different blockchains without third-party institutions 11/17/14 Obillex Dawn Capital / MMC Ventures 4.7 Operates a supplier finance technology platform that provides small and medium sized enterprises (SMEs) with access to working capital 11/13/14 Finexkap GLI Finance / Finsight 22.5 Operates a Web-based platform that raises money from institutional investors to invest in SME invoices 11/12/14 ChangeTip Pantera Capital 3.5 Allows people to express appreciation or pay other individuals or organizations via monetary “tips” 11/11/14 Revel Systems Welsh, Carso, Anderson & Stowe 100.0 Offers cloud-based iPad point of sale (POS) solutions for restaurant and retail establishments 11/07/14 Powa Wellington Management 80.0 Specializes in commerce technologies for mobile POS, online platforms and payments Note: Dollars in millions; displays M&A activity from August 19, 2014, through December 31, 2014. Above transactions may not reflect all deals done within the financial technology sector due to industry classification and type of transaction defined by Dealogic. Includes acquisitions of minority and majority stakes (1) Represents transaction announcement date


Financial Technology Sector – December 2014 Recent Private Equity Financings 35

Recent Private Equity Financings (cont’d)

Date(1) Target Acquirer(s) Size Business Description 11/05/14 Chime Crosslink Capital / Forerunner Ventures / Homebrew / PivotNorth Capital 8.0 Designs and delivers innovative financial services products for a mobile generation 11/04/14 Kash Draper Associates / Green Visor Capital / Structure Capital 2.0 Provides a mobile payment solution that avoids the traditional credit card network by using the money already in a user's bank account 11/04/14 Thanx Sequoia Capital 5.0 Provides a software that enables merchants to identify, engage and retain their best customers 11/04/14 Ease Entertainment Services Bison Capital 17.0 An entertainment payroll, technology, and incentives tracking company 11/04/14 BlueSnap Parthenon Capital Partners / Great Hill Partners 50.0 Builds and manages eCommerce solutions for software publishers 11/03/14 MX Commerce Ventures / North Hill Ventures / TTV Capital NA Develops an omnibanking technology based cross-platform application that provides financial management and transactional banking solutions 10/29/14 Personal Capital Corsair Capital / BBVA Ventures / SUAA / Crosslink / IVP / Venrock 50.0 Provides financial advisory services and financial software to individuals 10/27/14 Credorax Blumberg Capital / Columbus Nova Technology Partners 40.0 Provides online payment processing, credit card acquiring, and fraud protection services 10/27/14 Wealthfront DAG Ventures / Greylock Partners / Index Ventures / Ribbit Capital / Social + Capital Partnership 70.0 Online provider for automated investment services 10/23/14 iCapital Network Capstone Partners / Credit Suisse Private Fund / Eaton Partners / Gen II Fund Services / Park Hill Group / Pivot Investment Partners 9.3 Online platform that enables institutions and qualified investors to search and analyze fund managers' performance history 10/22/14 Flint Mobile Verizon Ventures / Digicel / Peninsula Ventures / Storm Ventures / True Ventures 9.4 Mobile payment service that enables merchants to take credit card payments by scanning cards rather than swiping 10/22/14 Tipalti Wicklow Capital 13.0 Provider of a cloud payouts management platform 10/21/14 Orchard Platform Canaan Partners / Spark Capital 12.0 Enables lending originators and institutional investors to optimize and scale direct lending at a global level 10/20/14 D3 Banking Route 66 Ventures 7.0 Digital banking services company 10/20/14 Bitnet Highland Capital Partners / Bitcoin Opportunity Corp. / Buchanan Capital / Commerce Ventures / Webb Investment Network / Stephens Investment Management 14.5 Provides a digital commerce platform that enables merchants to accept bitcoin payments 10/17/14 Technisys Intel Capital / Alta Ventures / Holdinvest / Endeavor Catalyst / Kaszek Ventures 13.0 Offers omnichannel technology solutions to Latin American banks, enabling them to provide clients with services on any device 10/16/14 Quantopian Bessemer Venture Partners / Khosla Ventures / Spark Capital / Wicklow Capital 15.0 Browser-based platform for building, testing and executing trading algorithms 10/15/14 TrueAccord Khosla Ventures / Homebrew 5.0 Uses behavioral analytics, machine learning and a humanistic approach to bridge the gap between creditors and debtors 10/14/14 orderbird ConCardis 10.0 Provides an iPad point of sale system to over 2,700 customers in the hospitality industry 10/10/14 Mozido Mastercard / Wellington Management 400.0 Provider of mobile financial, retail and marketing services 10/09/14 BitFury Binary Financial / Crypto Currency Partners / Georgian Co-Investment Fund / ZAD Investment Company / Queensbridge Venture Partners 20.0 Produces semiconductors (ASICs), servers and datacenter solutions for the bitcoin and cryptocurrency industry 10/09/14 PrecisionLender Century Capital Partners NA Designs and develops risk based loan pricing software Note: Dollars in millions; displays M&A activity from August 19, 2014, through December 31, 2014. Above transactions may not reflect all deals done within the financial technology sector due to industry classification and type of transaction defined by Dealogic. Includes acquisitions of minority and majority stakes (1) Represents transaction announcement date


Financial Technology Sector – December 2014 36 Recent Private Equity Financings

Recent Private Equity Financings (cont’d)

Date(1) Target Acquirer(s) Size Business Description 10/06/14 Blockchain Lightspeed Venture Partners / Wicklow Capital / Future Perfect Ventures / Prudence Holdings / Mosaic Ventures 30.5 Develops a Web based bitcoin wallet/Website that provides a secure and convenient way to store and use bitcoins 10/01/14 Zafin Kayne Partners 15.0 Provides relationship banking software solutions for retail, corporate, wealth management, and correspondent banking globally 09/30/14 Dwolla CME Group / Andreesen Horowitz / Union Square Ventures / Village Ventures 9.7 Payment platform that allows users to make payments without transfer or bank payment fees 09/18/14 Delta Data Software Accel-KKR NA Provides software systems and Software-as-a-Service solutions to buy-side and sell-side clients in the financial services industry 09/12/14 Square NA 100.0 Credit card reader for iPhone, iPad, and Android devices that enables businesses to accept credit cards payments 09/08/14 Gem First Round Capital / Tekton Ventures 2.0 Develops a Bitcoin platform for developers to build digital currency applications 09/02/14 IEX Spark Capital / Bain Capital Ventures / MassMutual Ventures / TDF Ventures 75.0 Operates an online trading platform for registered broker dealers 08/19/14 Upstart Victory Park Capital 100.0 Lending platform that finances based on signals of potential, including schools attended, area of study, academic performance, and work history 08/21/14 Transactis Safeguard Scientifics / Starvest Partners 11.0 Delivers billing, payment, and marketing applications for banks and corporations 08/20/14 Chain Khosla Ventures 9.5 Provides an enterprise bitcoin infrastructure for developers, enterprises, and financial institutions 08/20/14 RetailCapital Flexpoint Ford NA Data and analytics company that makes financing available to a range of small and medium-size businesses 08/19/14 Clinverse Edison Partners / Hatteras Venture Partners 9.1 Provider of automated financial management solutions for clinical trials Note: Dollars in millions; displays M&A activity from August 19, 2014, through December 31, 2014. Above transactions may not reflect all deals done within the financial technology sector due to industry classification and type of transaction defined by Dealogic. Includes acquisitions of minority and majority stakes (1) Represents transaction announcement date


Financial Technology Sector – December 2014 Notes 37

Notes


William Blair is a trade name for William Blair & Company, L.L.C. and William Blair International, Limited. William Blair & Company, L.L.C., is a Delaware company and is regulated by the Securities and Exchange Commission, The Financial Industry Regulatory Authority, and other principal exchanges. William Blair International Limited is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom. William Blair & Company® only offers products and services where it is permitted to do so. Some of these products and services are only offered to persons or institutions situated within the United States and are not offered to persons or institutions outside of the United States. This material has been approved for distribution in the United Kingdom by William Blair International Limited, Regulated by the Financial Conduct Authority (FCA), and is directed only at, and is only made available to, persons falling within COB 3.5 and 3.6 of the FCA Handbook (being “Eligible Counterparties” and Professional Clients). This Document is not to be distributed or passed on to any “Retail Clients.” No persons other than persons to whom this document is directed should rely on it or its contents or use it as the basis to make an investment decision. William Blair & Company | 222 West Adams Street | Chicago, Illinois 60606 | +1 312 236 1600 | williamblair.com December 18, 2014 Financial Technology Sector – December 2014 38 Disclosures

Disclosures

William Blair’s investment banking group combines signi�icant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and �inancing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth �inancing, �inancial restructuring, and general advisory projects. This comprehensive suite of services allows us to be a long-term partner to our clients as they grow and evolve. From 2010 - 2013, the investment banking group completed 250 merger-and-acquisition transactions worth more than $52 billion in value, involving parties in 27 countries and four continents, was an underwriter on over 20% of all U.S. initial public offerings and arranged more than $11.5 billion of debt �inancing.

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