2. Raymond James Financial Technology Investment Banking
Raymond James — A Full-Service Investment Bank
Bank Insurance Benefits / Marketing
Payments
Technology Technology Payroll Services
FinTech Coverage
Universe
Trading Investment Liquidity Outsourced Information
Technology Technology Venues Solutions Services
SaaS & Internet &
Business Model Transaction Tech-Enabled Outsourcing
Enterprise Mobile
Expertise Processing Services Services
Software Solutions
Investment Banking Recapitalizations Corporate
M&A Public Board Private Debt Valuation /
and and Executive
Services Advisory Offerings Advisory Placements Origination Fairness Opinions
Restructurings Services
Jim Bunn Pat Curran Steve Hufford
Group Head Managing Director Managing Director
(617) 624-7011 (617) 624-7072 (404) 442-5807
Senior Banking Jim.Bunn@RaymondJames.com Pat.Curran@RaymondJames.com Steve.Hufford@RaymondJames.com
Team Jon Steele Brendan Ryan Kate Crespo
Managing Director Senior Vice President Vice President
(617) 624-7020 (617) 624-7019 (617) 624-7012
Jon.Steele@RaymondJames.com Brendan.Ryan@RaymondJames.com Kate.M.Crespo@RaymondJames.com
2
3. More FinTech Transactions Completed Since 2010 Than Any Other Firm
Tech-Enabled
BPO Provider
to Mortgage / $77 Million
~$600 Million $202 Million Acquisition of $115 Million
$72 Million Auto Lenders Sale to
Sale to Sale to Sale to Sale to
Initial Public Sale to
Offering Undisclosed
Buyer
February 2012 January 2012 October 2011 October 2011 September 2011 September 2011 July 2011 July 2011
Institutional FX trading Tech-enabled BPO provider Banking / payments Benefits administration and Investment management e-Commerce platform for Active trading technology Financial services
technology software debit card processing technology digital goods consulting
Subsidiary of
~$700 Million
Merger of Equals Sale to $40 Million M&A Advisory in $213 Million $81 Million $352 Million
$137 Million Sale to Connection with Initial Public
with Follow-On Initial Public
Sale to Unsolicited Offer Offering
Offering Offering
June 2011
Terminated June 2011 May 2011 March 2011 March 2011 February 2011 December 2010 December 2010
Banking / payments High-frequency trading Billing and payments Community bank Banking technology and Asset / wealth Retail FX trading services Fuel / fleet cards
software technology technology management solutions payment processing management software
$201 Million Sale of Retail $80 Million $124 Million $30 Million
Sale to Sale to $340 Million
Sale to FX Business to Sale to Initial Public Investment
Initial Public
Offering by
Offering
November 2010 October 2010 August 2010 July 2010 July 2010 June 2010 June 2010 June 2010
Asset / wealth Retail FX trading services Financial data and Card processing for Benefits administration Liquidity venue Technology and payment Active trading technology
management technology information services credit unions payments and software solutions to higher education
Acquisition of
Assent Professional $28 Million $40 Million $185 Million $30 Million
Trading Business Acquisition of Sale to Initial Public Acquisition of
Offering
June 2010 June 2010 May 2010 March 2010 March 2010
Active trading technology Active trading technology Prepaid card services Asset / wealth Payments / banking software
management software
3
4. Raymond James Selected Financial Technology Equity Research Coverage
Bank Technology Payments Liquidity Venues Trading Technology Investment Technology
Information Services Outsourced Solutions Benefits / Payroll Marketing Services Insurance Technology
4
5. RJ Underwriting Case Study: FXall’s $72M Initial Public Offering
FXall Overview:
February 2012 FXall provides leading foreign exchange liquidity and trading solutions to over 1,000 of the world’s largest hedge funds, CTAs, banks, broker-dealers,
corporate treasurers and asset managers
FXall provides a full range of FX trading capabilities from execution to post-trade
FXall operates as an agency-based model; does not risk own capital in facilitating customer trades
Founded in 2000 and headquartered in New York City, with additional locations in Boston, Hong Kong, London, Mumbai, Tokyo, Singapore and
$72 Million Sydney
Initial Public
Owned by Technology Crossover Ventures, 16 financial institutions and management
Offering
FXall Highlights:
Trusted, independent leader in the FX market - processes more than $85 billion notional volume in FX transactions daily
Raymond James acted Comprehensive suite of execution and workflow solutions
as an underwriter on Diversified institutional client base
FXall’s initial public — 65% revenues generated outside of the U.S.
offering. — Minimal customer concentration
Agency only model with no exposure to market or counterparty risk
Transaction based revenue model with strong recurring revenue base due to:
— Recurring nature of FX transactions
— Tight integration with clients / FX operations
— Strong customer retention
Led by industry veterans with substantial FX expertise
Offering Overview:
FXall filed an S-1 on September 19, 2011 and completed a $72 million IPO on February 8, 2012
Trades under the ticker “FX” on the New York Stock Exchange
Raymond James served as the only non-shareholder, non-customer in FXall’s underwriting group
First FinTech IPO in over a year
5
6. RJ Advisory Case Study: S1’s ~$600M Sale to ACI Worldwide
S1 Overview:
October 2011 S1 provides payments and financial services software solutions in the United States and internationally
S1 operates in three segments: Payments, Large Financial Institutions and Community Financial Institutions
― The Payments segment provides ATM and retail point-of-sale driving, card management and merchant acquiring solutions
― The Large FI segment offers consumer banking, small business and corporate online banking and mobile banking solutions
~$600 Million ― The Community FI segment provides consumer and small business online and mobile banking and branch solutions
Sale to Over 3,000 organizations worldwide depend on S1 for payments, online banking and branch banking solutions
The Company was founded in 1994 and is headquartered in Norcross, GA
Transaction Overview and Rationale:
Raymond James served as the sole financial advisor to S1 Corporation (the “Company” or “S1”) in its ~$600 million sale to ACI announced on October 3,
2011
Raymond James ― Represents the culmination of a long-term advisory relationship
acted as the exclusive ― Raymond James had previously served as S1’s advisor in its planned merger with Fundtech and for the Company’s acquisition of PM Systems in
financial advisor to S1 March 2010
in this transaction. Raymond James initially advised S1 in connection with its proposed $700 million merger with Fundtech, announced June 2011. Following the
announcement of that transaction, ACI made an unsolicited offer to acquire S1. Raymond James advised S1 with respect to the offer from ACI,
successfully negotiating a transaction; S1 also received an $11.9 million termination fee from Fundtech upon Fundtech’s acquisition by GTCR
The combined company will enhance scale and provide additional breadth and product capabilities to serve the entire spectrum of financial institutions,
processors and retailers
ACI anticipates that with S1 it will achieve annual cost synergies of approximately $30 million
ACI also expects the increased global scale to generate further margin expansion and for the transaction to be accretive in 2012
For the last twelve months ending June 30, 2011, the companies generated a pro forma combined revenue of $683 million and adjusted EBITDA of $123
million
― The Company is expected to have a strong financial profile, including a solid balance sheet with substantial liquidity to support long-term growth
Successful Outcome:
ACI announced the acquisition of S1 on October 3, 2011, for approximately $9.55 per share based on ACI’s closing price on September 30, 2011
$9.55 represented a 34% premium over S1’s closing price the day prior to ACI’s initial announcement on July 26, 2011
S1’s Board of Directors unanimously approved the transaction; Raymond James provided a fairness opinion
Transaction multiples and other terms were very strong and represented a premium outcome for the Company and its shareholders
― 24.5x LTM EBITDA
― 15.1x CY EBITDA
The transaction was completed on February 13, 2012
6
7. RJ Advisory Case Study: PayFlex’s $202M Sale to Aetna
Company Background:
October 2011
PayFlex Holdings Inc. (“PayFlex”) is a leading benefits administrator within the account based health plan sector
PayFlex provides proprietary web-based benefit administration services and specialized debit cards for plan sponsors who offer consumer-based
products such as Health Savings Accounts (HSAs), Health Reimbursement Accounts (HRAs) and Flexible Spending Accounts (FSAs) and also provides
COBRA direct-billing services
$202 Million PayFlex pioneered the first platform that combines benefit financial accounts, wellness and eligibility management all in one, branded as
Sale to “HealthHub”
― The HealthHub platform, which houses nearly one million participants and several million eligible lives, combines over two decades of tax-
advantaged account administration experience with a suite of wellness and engagement services that is integrated together to form a
powerful solution
Raymond James PayFlex provides its solutions to over 3,330 employers, including numerous Fortune 1000 companies
acted as the exclusive PayFlex was founded in 1987, is headquartered in Omaha, Nebraska and was owned by its founders, Oak Investment Partners, and management
financial advisor to and employees
PayFlex in this
transaction. Investment Banking Role:
Raymond James served as the sole financial advisor to PayFlex
The transaction represented the culmination of a long-term strategic advisory relationship
Raymond James managed a competitive sale process targeting a limited number of strategic and financial buyers
Raymond James led the marketing process, due diligence and negotiations with Aetna and other potential buyers
Successful Outcome:
Transaction value of approximately $202 million represents a premium outcome for the Company and its investors
Aetna Inc. (“Aetna”), headquartered in Hartford, CT, acquired PayFlex on October 4, 2011
Aetna Inc. operates as a diversified health care benefits company in the United States
Aetna is publicly-traded (NYSE: AET) with a market cap of approximately $14.4 billion
PayFlex will allow Aetna to extend its ability to provide members with flexible, customized, easy-to-use tools and solutions to better manage their
health care expenses
7
8. RJ Advisory Case Study: Broadridge’s $77M Acquisition of Paladyne
Broadridge Overview:
September 2011 Headquarters: Lake Success, NY
Employees: 5,900+
Ticker: BR (NYSE)
Market Capitalization: $3.0 billion
Formed through public spin-off from ADP in 2007
$77 Million
Provides mission critical securities processing / outsourcing and investor communications solutions
Acquisition of
Paladyne Overview:
Paladyne is a leading provider of integrated front-, middle- and back-office solutions for the global hedge fund industry, delivered either on a fully hosted /
ASP basis or as a local client installation
Clients include start-up funds, global fund complexes, hedge fund administrators and prime brokers:
Raymond James
acted as the exclusive
financial advisor to Revenues derived from annual fees for Paladyne’s order and portfolio management systems, delivered primarily via an ASP model with in excess of 85%
Broadridge in this recurring revenues
transaction. Headquartered in New York City with offices in St. Petersburg, Hong Kong and London
Founded in 2005; Approximately 150 FTEs
Transaction Overview and Rationale:
Broadridge Financial Solutions, Inc. (“Broadridge”) announced its acquisition of Paladyne Systems, Inc. (“Paladyne”) on September 8, 2011 for $77 million
Raymond James served as the exclusive financial advisor to Broadridge on the acquisition of Paladyne
― Provided the initial introduction between the two companies and advised Broadridge on deal structuring and execution
― Prepared extensive financial and synergy analyses and valuation materials to assist in development of optimal transaction structure
― Leveraged deep industry relationships to provide Broadridge with market intelligence and perspective on Paladyne's solutions
The acquisition of Paladyne significantly enhances Broadridge’s buy-side solutions and market presence
― Buy-side firms include mutual or pension funds and insurance groups that buy securities for money-management purposes
― Buy-side firms purchase nearly 40% of capital markets technology and services and represent a segment of virtually untapped opportunity for
Broadridge
Provides Broadridge a comprehensive technology and outsourcing services solution to the hedge fund, asset management, fund administration, prime
brokerage and custodial industry segments
Creates substantial cross-selling opportunities leveraging Broadridge’s existing salesforce and brokerage firm relationships
8
9. RJ Advisory Case Study: Plimus’ $115M Sale to Great Hill Partners
Plimus Overview:
September 2011 Plimus, Inc. (“Plimus” or the “Company”) offers a global e-commerce, marketing and payment platform for digital goods, online services and SaaS
business models
Plimus serves a rapidly expanding client base of more than 6,500 small-to-medium sized businesses and larger enterprises:
$115 Million
Sale to
In 2010, Plimus facilitated more than four million digital goods and content-related transactions, with total volume of approximately $200 million
Prior to the sale, Plimus was owned by Susquehanna Growth Equity (“SGE”), Plimus founders, key management team members and employees
Plimus is based in Fremont, California, with an additional office in Israel
Raymond James Great Hill Partners Overview:
acted as the exclusive Great Hill Partners (“GHP”) is a Boston-based private equity firm that manages more than $2.5 billion in capital
financial advisor to GHP provides capital to finance the expansion, recapitalization or acquisition of growth companies in a wide range of sectors within the business and
Plimus in this consumer services, media, communications and software industries
transaction. In addition to its recent investment in Plimus, GHP has extensive experience investing in the FinTech sector:
Transaction Overview and Rationale:
Plimus was sold to GHP for $115 million on September 29, 2011
Raymond James served as the exclusive advisor to Plimus in the transaction and provided several key services:
— Prepared creative marketing materials highlighting the Company’s unique positioning and rapid growth
— Managed the due diligence process efficiently and effectively
— Drove the negotiation of the transaction alongside Company counsel
This transaction had a number of benefits for each party:
— SGE, the Company’s private equity owner, and the Company founders gained liquidity for their ownership stakes
— Plimus will now have access to a greater amount of capital and resources, thus benefiting the Company as it continues to grow its business
— GHP has a new payments / e-commerce platform to grow organically and also use to make additional acquisitions
9