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Proprietary & Confidential 1Marlin & Associates Securities LLC, a wholly owned subsidiary of Marlin & Associates Holding LLC, is a broker-
dealer registered with the Securities and Exchange Commission and is a FINRA/SIPC member firm
(www.finra.org). Investment banking and/or securities are offered through Marlin & Associates Securities LLC.
To Acquire
McGraw Hill Financial Announced its Intention to Acquire SNL Financial for $2.225 billion
Proprietary & Confidential 2
Transaction Summary SNL Financial Overview
$163
$188
$224
$255
$0
$100
$200
$300
$400
2012 2013 2014 2015F
SNL Financial Revenue
($mm) 2012 - 2015
Revenue CAGR
Core Business ~10%
New Business ~70%
Source: Public Filings
~96% recurring
revenue
Transaction Value: $2.225bn
Consideration: Cash
Source of Funds: $525mm cash on-hand
$1.7bn new debt
(Modest 1.6x pro
forma leverage)
Anticipated Close: 3Q 2015
Enterprise Value to:
2014A Revenue 9.9x
2015E Revenue 8.7x
2014A EBITDA ~49.7x
2015E EBITDA ~43.6x
EPS Accretion / (Dilution): ($0.05) - ($0.07) to 2015E adjusted EPS
($0.15) - ($0.20) to 2016E GAAP EPS
Accretive to 2016E adj. EPS ex. amort
Accretive to 2018E GAAP EPS
Synergies: $70mm run-rate by 2019
50% cost savings &
50% revenue related
Tax Structure: Asset purchase
Step-up in tax basis to Acquirer
$550mm NPV to Acquirer
Ownership: New Mountain Capital, Reid Nagle (SNL Founder)
and Management
Headquarters: Charlottesville, Virginia
Employees: ~3,000
Clients / Users: ~5,000 / 75,000
Industry Coverage: Financial Institutions Real Estate
Energy Media &
Metals & Mining Communications
McGraw Hill Financial and SNL Financial: Built through Acquisition
Proprietary & Confidential 3
Sep-2004
 Acquired IO
Energy
McGrawHillFinancialSNLFinancial
io
Nov-2005
 Acquired
Regulatory
Research
Associates
Apr-2007
 Acquired Kagan
Research
Jul-2011
 New Mountain
Capital Acquired
60% of SNL
Financial for
approx. $270mm
Mar-2009
 Acquired Btu
publications and
energy market
indexes
Jul-2012
 Acquired
SwiftKnowledge
Jul-2012
 Acquired
Highline Data
Oct-2012
 Acquired Metals
Economic Group
Jul-2013
 Acquired
Multimedia
Research
Group
Jan-2014
 Acquired IntierraRMG
Jan-2014
 Acquired
iPartners
Apr-2015
 Acquired
Ratefilings
Sep-2004
 Acquired
Capital IQ for
$200mm
Feb-2005
 Acquired
ASSIRT
Apr-2005
 Acquired Vista Research
for $30mm
May-2007
 Acquired ClariFI for
$44mm
Apr-2008
 Acquired
Umbria
May-2010
 Acquired
themarkets.com
for $300mm
Jan-2011
 Acquired
BENTEK
Energy
Feb-2012
 Acquired R2
Technologies for
$13.5mm
Apr-2012
 Acquired
Quanthouse
Apr-2014
 Acquired
Korrelate
Source: Public Filings, S&P
Capital IQ and Company Websites
Jun-2013
 Acquired 22%
of CRISIL for
$208mm
Apr-2005
 Acquired 49%
of CRISIL for
$55mm
SNL Financial Provides Deep Vertical-Specific Data and Analytics to S&P Capital IQ and
Platts
Proprietary & Confidential 4
Banking 52%
Energy 15%
Insurance
10%
Real Estate
9%
Media &
Communicati
ons 8%
Metals &
Mining 6%
Media&
Communications
RealEstate
Metals&
Mining
Energy
Financial
Institutions
 62% of 2014 Revenue
 Database of 200k+ global branches
 Purpose-built analytical tools
 Thousands of data profiles on financial institutions, asset
managers, PE firms and others
 15% of 2014 Revenue
 Monitors 9k+ power plants, 2.5k+ renewables plants, 120+
interstate pipelines / 100+ gas utilities
 Provides tailored research and consultation
 Gathers data on project developments, financial metrics,
operational data, and other news
 6% of 2014 Revenue
 Has detailed global data profiles on 2.5k mining companies
 Provides forecasting on pricing and other cost analysis tools
 Ownership and production data for 80k+ mines across 60+
different countries around the world
 9% of 2014 Revenue
 Has detailed global property data on roughly 140k
commercial/residential properties
 Offers specific industry metrics such as NAV, FFO, AFFO
 Has 800+ listed detailed real estate companies
 8% of 2014 Revenue
 Utilized Kagan acquisition to offer data and forecasts on 190+
cable networks and additional detailed data on thousands of
broadcast assets
 Intune with Consumer & Multimedia Technology trends such as
vendor rankings and adoption figures
Source: Public Filings
2014 Revenue Breakout – SNL Financial
McGraw Hill Financial Provides a Global Organization and Salesforce From Which to
Expand the Primarily US Focused SNL Financial
Proprietary & Confidential 5
Americas
91%
Europe 7%
Asia 2%
McGraw Hill Financial – Global Perspective
MHFI operates in 30 countries and has more than 96 offices globally
North America
Employees: 5k
Revenue: $3.1bn
LatAm
Employees: ~500
Revenue: $0.1bn
Europe
Employees: 2k
Revenue: $1.3bn
Asia
Employees: 9.5k
Revenue: $0.5bn
Source: Public Filings
2014 Revenue Breakout – SNL Financial
Recurring Revenue and Growth are the Predominant Financial Drivers of the Transaction
Proprietary & Confidential 6
2015F Revenue Growth
McGrawHillFinancialSNLFinancialProForma
Recurring
60%
Non-
recurring
40%
Recurring
96%
Non-
recurring 4%
Recurring
62%
Non-
recurring
38%
McGraw Hill
Financial
SNL Financial
Core Businesses
SNL Financial
New Businesses
0%
5%
10%
80%
~5%
~10%
70%
Source: Public Filings
Recurring Revenue % of Total
70%
Upfront
subscription
payment model
Significant opportunity
in SNL Financial’s new businesses
(~70% growth currently)
and international un-tapped
96% 95% 94%
89% 87%
81%
60%
50%
0%
20%
40%
60%
80%
100%
120%
SNL FDS MRKT MORN TRI MSCI MHFI MCO
43.6x
17.3x 16.9x
14.1x 13.1x 12.3x
10.9x 10.1x
0.0x
10.0x
20.0x
30.0x
40.0x
50.0x
SNL FDS MSCI MCO MORN MHFI TRI MRKT
8.7x
7.1x
6.5x 6.4x
5.1x
4.4x 4.3x
3.0x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
SNL MSCI MCO FDS MHFI MRKT MORN TRI
14%
10%
8%
7% 6% 6%
3%
-2%
-2%
2%
6%
10%
14%
18%
SNL FDS MSCI MORN MCO MHFI MRKT TRI
SNL Financial: Transaction Value in Perspective
Proprietary & Confidential 7
CY2015E Revenue Growth Enterprise Value to CY2015E Revenue
Recurring Revenue % of Total Enterprise Value to CY2015E EBITDA
Comparable
Companies
Comparable
Companies
Median: 5.8x
Median: 6.5%
Median: 13.6x
Median: 88.0%
Source: Public Filings and S&P Capital IQ (as of
7/28/15)
SNL Financial: Transaction Value in Perspective
Proprietary & Confidential 8
Enterprise Value to LTM EBITDA
Source: Public Filings and S&P Capital IQ
Enterprise Value to LTM Revenue
5.4x
9.9x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
Comparable Transactions MHFI / SNL Financial
16.5x
49.7x
0.0x
10.0x
20.0x
30.0x
40.0x
50.0x
60.0x
Comparable Transactions MHFI / SNL Financial
Comparable Transactions
High 14.8x
Average 5.4x
Low 2.5x
Comparable Transactions
High 18.6x
Average 16.5x
Low 11.4x

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Marlin associates mc graw hill_snl financial_acquisition overview

  • 1. Proprietary & Confidential 1Marlin & Associates Securities LLC, a wholly owned subsidiary of Marlin & Associates Holding LLC, is a broker- dealer registered with the Securities and Exchange Commission and is a FINRA/SIPC member firm (www.finra.org). Investment banking and/or securities are offered through Marlin & Associates Securities LLC. To Acquire
  • 2. McGraw Hill Financial Announced its Intention to Acquire SNL Financial for $2.225 billion Proprietary & Confidential 2 Transaction Summary SNL Financial Overview $163 $188 $224 $255 $0 $100 $200 $300 $400 2012 2013 2014 2015F SNL Financial Revenue ($mm) 2012 - 2015 Revenue CAGR Core Business ~10% New Business ~70% Source: Public Filings ~96% recurring revenue Transaction Value: $2.225bn Consideration: Cash Source of Funds: $525mm cash on-hand $1.7bn new debt (Modest 1.6x pro forma leverage) Anticipated Close: 3Q 2015 Enterprise Value to: 2014A Revenue 9.9x 2015E Revenue 8.7x 2014A EBITDA ~49.7x 2015E EBITDA ~43.6x EPS Accretion / (Dilution): ($0.05) - ($0.07) to 2015E adjusted EPS ($0.15) - ($0.20) to 2016E GAAP EPS Accretive to 2016E adj. EPS ex. amort Accretive to 2018E GAAP EPS Synergies: $70mm run-rate by 2019 50% cost savings & 50% revenue related Tax Structure: Asset purchase Step-up in tax basis to Acquirer $550mm NPV to Acquirer Ownership: New Mountain Capital, Reid Nagle (SNL Founder) and Management Headquarters: Charlottesville, Virginia Employees: ~3,000 Clients / Users: ~5,000 / 75,000 Industry Coverage: Financial Institutions Real Estate Energy Media & Metals & Mining Communications
  • 3. McGraw Hill Financial and SNL Financial: Built through Acquisition Proprietary & Confidential 3 Sep-2004  Acquired IO Energy McGrawHillFinancialSNLFinancial io Nov-2005  Acquired Regulatory Research Associates Apr-2007  Acquired Kagan Research Jul-2011  New Mountain Capital Acquired 60% of SNL Financial for approx. $270mm Mar-2009  Acquired Btu publications and energy market indexes Jul-2012  Acquired SwiftKnowledge Jul-2012  Acquired Highline Data Oct-2012  Acquired Metals Economic Group Jul-2013  Acquired Multimedia Research Group Jan-2014  Acquired IntierraRMG Jan-2014  Acquired iPartners Apr-2015  Acquired Ratefilings Sep-2004  Acquired Capital IQ for $200mm Feb-2005  Acquired ASSIRT Apr-2005  Acquired Vista Research for $30mm May-2007  Acquired ClariFI for $44mm Apr-2008  Acquired Umbria May-2010  Acquired themarkets.com for $300mm Jan-2011  Acquired BENTEK Energy Feb-2012  Acquired R2 Technologies for $13.5mm Apr-2012  Acquired Quanthouse Apr-2014  Acquired Korrelate Source: Public Filings, S&P Capital IQ and Company Websites Jun-2013  Acquired 22% of CRISIL for $208mm Apr-2005  Acquired 49% of CRISIL for $55mm
  • 4. SNL Financial Provides Deep Vertical-Specific Data and Analytics to S&P Capital IQ and Platts Proprietary & Confidential 4 Banking 52% Energy 15% Insurance 10% Real Estate 9% Media & Communicati ons 8% Metals & Mining 6% Media& Communications RealEstate Metals& Mining Energy Financial Institutions  62% of 2014 Revenue  Database of 200k+ global branches  Purpose-built analytical tools  Thousands of data profiles on financial institutions, asset managers, PE firms and others  15% of 2014 Revenue  Monitors 9k+ power plants, 2.5k+ renewables plants, 120+ interstate pipelines / 100+ gas utilities  Provides tailored research and consultation  Gathers data on project developments, financial metrics, operational data, and other news  6% of 2014 Revenue  Has detailed global data profiles on 2.5k mining companies  Provides forecasting on pricing and other cost analysis tools  Ownership and production data for 80k+ mines across 60+ different countries around the world  9% of 2014 Revenue  Has detailed global property data on roughly 140k commercial/residential properties  Offers specific industry metrics such as NAV, FFO, AFFO  Has 800+ listed detailed real estate companies  8% of 2014 Revenue  Utilized Kagan acquisition to offer data and forecasts on 190+ cable networks and additional detailed data on thousands of broadcast assets  Intune with Consumer & Multimedia Technology trends such as vendor rankings and adoption figures Source: Public Filings 2014 Revenue Breakout – SNL Financial
  • 5. McGraw Hill Financial Provides a Global Organization and Salesforce From Which to Expand the Primarily US Focused SNL Financial Proprietary & Confidential 5 Americas 91% Europe 7% Asia 2% McGraw Hill Financial – Global Perspective MHFI operates in 30 countries and has more than 96 offices globally North America Employees: 5k Revenue: $3.1bn LatAm Employees: ~500 Revenue: $0.1bn Europe Employees: 2k Revenue: $1.3bn Asia Employees: 9.5k Revenue: $0.5bn Source: Public Filings 2014 Revenue Breakout – SNL Financial
  • 6. Recurring Revenue and Growth are the Predominant Financial Drivers of the Transaction Proprietary & Confidential 6 2015F Revenue Growth McGrawHillFinancialSNLFinancialProForma Recurring 60% Non- recurring 40% Recurring 96% Non- recurring 4% Recurring 62% Non- recurring 38% McGraw Hill Financial SNL Financial Core Businesses SNL Financial New Businesses 0% 5% 10% 80% ~5% ~10% 70% Source: Public Filings Recurring Revenue % of Total 70% Upfront subscription payment model Significant opportunity in SNL Financial’s new businesses (~70% growth currently) and international un-tapped
  • 7. 96% 95% 94% 89% 87% 81% 60% 50% 0% 20% 40% 60% 80% 100% 120% SNL FDS MRKT MORN TRI MSCI MHFI MCO 43.6x 17.3x 16.9x 14.1x 13.1x 12.3x 10.9x 10.1x 0.0x 10.0x 20.0x 30.0x 40.0x 50.0x SNL FDS MSCI MCO MORN MHFI TRI MRKT 8.7x 7.1x 6.5x 6.4x 5.1x 4.4x 4.3x 3.0x 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x SNL MSCI MCO FDS MHFI MRKT MORN TRI 14% 10% 8% 7% 6% 6% 3% -2% -2% 2% 6% 10% 14% 18% SNL FDS MSCI MORN MCO MHFI MRKT TRI SNL Financial: Transaction Value in Perspective Proprietary & Confidential 7 CY2015E Revenue Growth Enterprise Value to CY2015E Revenue Recurring Revenue % of Total Enterprise Value to CY2015E EBITDA Comparable Companies Comparable Companies Median: 5.8x Median: 6.5% Median: 13.6x Median: 88.0% Source: Public Filings and S&P Capital IQ (as of 7/28/15)
  • 8. SNL Financial: Transaction Value in Perspective Proprietary & Confidential 8 Enterprise Value to LTM EBITDA Source: Public Filings and S&P Capital IQ Enterprise Value to LTM Revenue 5.4x 9.9x 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x Comparable Transactions MHFI / SNL Financial 16.5x 49.7x 0.0x 10.0x 20.0x 30.0x 40.0x 50.0x 60.0x Comparable Transactions MHFI / SNL Financial Comparable Transactions High 14.8x Average 5.4x Low 2.5x Comparable Transactions High 18.6x Average 16.5x Low 11.4x