QUARTERLY DEALS& MARKET ROUNDUPFinancial Management Solutions(FMS)November 2017Human Capital ManagementBusiness AnalyticsRevenue ManagementEnterprise ManagementAccounting / ExpensesSpecialized investment bankers at the intersection of finance and technology


Overview of Evolve Capital PartnersABOUT ECP Evolve Capital Partners (ECP) is a specialized investment bank focused on businesses servingindustries at the intersection of finance and technology. We are dedicated investment bankers focused on evolving industries, and we support sustainablegrowth through transformational M&A / financing transactions. ECP is a dedicated, creative, and fully independent investment bank that advises private and publiccompanies on merger, divestiture and acquisition transactions, and capital raising through privateplacements. We also provide structured finance advisory services — our investment banking practice provides acomprehensive suite of solutions to businesses. With over 30 engagements executed by its leaders, Evolve Capital Partners has served as a proudpartner, bringing renewed value to companies at the intersection of finance and technology. We were founded in 2012 and are based in New York, NY.HIGH-TOUCH INVESTMENT BANKINGFew investment banks have transaction experience across both corporate and asset finance.Investment BankingAdvisoryOur Clients Corporations VC & PE BackedCompanies M&A Capital Raises and AssetFinance ManagementTeams IndependentDirectors / Boards StrategicAlliances Financial RestructuringIndustry FocusFinance and Technology FirmsBPOSpecialty FinancePaymentsSecuritiesIoTEnterprise SoftwareLendingFinancial ServicesB2BAnalyticsInsuranceTechFinancial ManagementEvolve Capital Partners; Deals & Market Roundup – FMS 3

We Focus Exclusively on Finance and Technology-Related FirmsFinancial ManagementSolutionsPaymentsBPOBank Tech / SolutionsSpecialty Finance /Alternative LendingCapabilitiesM&A AdvisorySales / RecapsAcquisitionsHealthcare TechSecuritiesDivestitureStrategic AdvisoryFinancingPrivate PlacementsData & Analytics / IoTInsuranceDebt CapitalRestructuringEvolve Capital Partners; Deals & Market Roundup – FMS 4

Contents1.Market SummaryA. Multiples and Margins – All SectorsB. Multiples and Margins – Financial Management SolutionsC. Stock Comparables – Financial Management Solutions2.Market UpdatesA. Recent UpdatesB. Key Initiatives by Leading FMS Companies3.Deal ActivityA. OverviewB. M&A Transaction Activity SummaryC. Key M&A Deal ProfilesD. Financing Transaction Activity SummaryE. Key Financing Deal Profiles4.IPO Activity Summary5.Select Wall Street Research & CommentaryEvolve Capital Partners; Deals & Market Roundup – FMS 5

Market SummaryIndustry Stock Market Performance of ECP Sector CoverageLast 12 MonthsHealthcare TechPaymentsSecuritiesFinancial Management SolutionsInsuranceBank Tech / SolutionsSpecialty Finance / Alternative LendingData & Analytics / IoTBPOLast 3 YearsHealthcare TechPaymentsData & Analytics / IoTFinancial Management SolutionsInsuranceBank Tech / SolutionsBPOSecuritiesSpecialty Finance / Alternative LendingSource: Capital IQ and market data as of October 31, 2017Evolve Capital Partners; Deals & Market Roundup – FMS 6

Multiples & Margins – All SectorsIndustry-wide Multiples and MarginsSource: Capital IQ and market data as of October 31, 2017Evolve Capital Partners; Deals & Market Roundup – FMS 7

Multiples & Margins – Financial Management SolutionsSub-sector Multiples and MarginsSource: Capital IQ and market data as of October 31, 2017Evolve Capital Partners; Deals & Market Roundup – FMS 8

Stock Comparables – Financial Management SolutionsSource: Capital IQEvolve Capital Partners; Deals & Market Roundup – FMS 9

Stock Comparables – FMS Sub-SectorsSource: Capital IQEvolve Capital Partners; Deals & Market Roundup – FMS 10

Stock Comparables – FMS Sub-Sectors (cont’d.)Source: Capital IQEvolve Capital Partners; Deals & Market Roundup – FMS 11

Recent UpdatesADVANCED ANALYTICS DRIVING PRODUCTIVITY IN THE FRONT AND MIDDLE OFFICEEmployees today are overwhelmed by process complexities,technology changes, and work distractions, more than ever before.Tightening regulations and security requirements have only added totheir woes. Solutions that simplify and streamline internal processes,and reduce time spent on compliance and administration, therefore,have a large and growing market.Companies are increasingly using automation, robotics, and artificialintelligence to release pressure on their employees. Thesetechnologies have helped companies improve productivity, employeeengagement, and retention.Solutions providers have taken automation beyond traditionalback-office processes and introduced it to more critical middleand front office operations. With automation extending to thefront and middle office, employees have been able to focus onmore strategic initiatives and improve outcomes.SunGard’s Stream RIMS Middle Office solution, for example,has helped one of its client brokerages reduce the volume ofmanual work for processing cross-asset and cross-currencytrades for institutional investors, at a time when the brokeragefirm was facing increased matching volumes and expansion tomore locations.INTEGRATION PARTNERSHIPS TO INCREASE IN ACCOUNTING SOFTWARE SPACEERP-like “all-in-one” accounting software solutions have enjoyedgreat popularity over the years because they are one-stop shops forall accounting needs – billing, report generation, inventorymanagement, and compliance assurance. Although consolidated,such accounting solutions can be increasingly complex andcumbersome, especially for small businesses. With advances insoftware technology, complex and bulky accounting systems arebeing replaced by simpler solutions that only focus on specificaspects of accounting administration, but offer great integrationcapabilities. They let a business pick what it needs and buildcustomized accounting software infrastructure that is cost-effectiveand easy to use. Zenefit’s HR accounting software solution, Z2, forexample, focuses only on core hiring and management issues.However, it offers several integrations to manage peripheralissues. “A great trend that we’re seeing in the accounting spaceis not only using cloud apps as a point solution to solve a veryreal need for a business, but also leveraging several cloud appsthat actually speak to each other and share information.” saysMatt Plank, Zenefit’s director of channel sales. Withdecentralization becoming the new dominant trend in theaccounting software space, a period of partnerships could be onthe horizon between vendors that offer complementaryproducts. Software providers could generate more revenuesthrough integration partnerships than integrated software sales.DIGITAL EXPERIENCE – THE NEW BUZZ IN HUMAN CAPITAL MANAGEMENTThe employee base of businesses now largely comprises digitallysavvy millennials who seek an integrated experience around work –one designed around the team, productivity, and empowerment.Employees have become “volunteers” that global businesses need tore-engage and re-recruit each day under the evolving social contract.redesigning engagement programs to maximize employeeexperience are held in equal importance to investing in clientexperience maximizing digital tools. Organizations like RoyalBank of Canada, Deutsche Telekom, and Ford, have createddigital design teams within the HR departments.To appeal to this digital employee base, human resourcesdepartments are redesigning their talent practices and engagementmodels, from recruiting to leadership and performance management.They are introducing digital tools that ensure a high-quality employeeexperience in all employee dealings with the company. Updatinglegacy HR infrastructure, introducing workflow-embedded apps, andThe vendor market is also reinventing itself and becoming nearreal-time with newer digital HR products and solutions,especially ones delivering a mobile experience. With the ingressof digital HR, organizations have become more platform-basedand their partners have become more digitally empowered.Evolve Capital Partners; Deals & Market Roundup – FMS 12

Key Initiatives by Leading FMS CompaniesEx-Googlers launch Bellgram, an AI-driven virtual assistant for the enterpriseA team of three ex-Google employees has launched Bellgram, an AI-driven virtual assistant that is being tippedas a replacement for a human PA in many ways. The assistant can be used by a whole company to improvecommunication across the board. It tracks conversational data and applies AI to it to enhance how the businessoperates. Bellgram’s creators claim that its first version allows users to switch on a voice activated virtualassistant during a phone call. Users can ask the Bellgram assistant to set up meetings and add them to people’srespective calendars. It can also take meeting notes, transcribe them, and email them to the attendees. Thestartup already has customers like Lyft, Woopra, and OnFleet and has raised 800,000 from seed and angelinvestors including Arzan Venture Capital, 500 Startups and SGH Capital.Epicor Releases Newest Version of Cloud-First Human Capital Management SolutionEpicor Software Corporation unveiled the latest version of its award-winning cloud-based solution, Epicor HumanCapital Management (HCM) on September 6, 2017. Epicor HCM is an intuitive, functional, and adaptablesolution that automates various human resources processes through a single software system. New featuresand capabilities of Epicor HCM include a fully reimagined user interface, a new mobile app, expandedgovernment compliance, and usability enhancements. Epicor HCM features a consumer-inspired navigationaland visual structure that speeds task completion and creates a pleasant user experience for greater employeeeffectiveness and satisfaction.Tyler Technologies to Provide ERP Solution to the City of Berkeley, CaliforniaTyler Technologies signed an agreement with the city of Berkeley, California, on August 29, 2017, for Tyler’sMunis Enterprise Resource Planning (ERP) and ExecuTime time and record keeping solutions. Thesolutions will help the city meet its goal of improving business processes while it installs core public sector ERPfunctionality. It will also help the city stay up to date with current technology trends and fulfill many reportingoptions it needs for departments to run efficiently. The solution would also assist in eliminating duplicate dataentry, provide citizen access to data and user-friendly tools, reduce paper use, and offer broader employee andvendor self-service capabilities. Berkeley turned to Tyler, through a competitive bidding process, because of itsexisting relationship with the company and Tyler’s knowledge of modern ERP systems.Hazeltree teams with BNY Mellon for cash management solutionOn September 28, 2017, integrated treasury management specialist Hazeltree teamed with BNY Mellon todeliver an independent platform that streamlines cash management for buy-side and corporate firms. Theinitiative delivers BNY Mellon's suite of cash, treasury and custody services through Hazeltree's advancedtreasury management technology. Under the relationship, BNY Mellon clients will enjoy full transparency acrossportfolios, as well as optimization of cash investment and streamlined FX hedging. In a collateral managementstudy released in June, BNY Mellon found that over 60% of firms are developing enterprise-level functions tooptimize the sourcing of collateral, funding and liquidity, the statement added. The new platform arrangementaddresses this industry need. The initiative will be rolled out in phases to select BNY Mellon clients.Evolve Capital Partners; Deals & Market Roundup – FMS 13

Deal ActivityHighlighted M&A TransactionsDateTargetAcquirerAmount( mm)SectorHumanCapitalManagementNA8/2/17Accounting /ExpensesNA7/25/17Accounting /Expenses 8507/7/17EnterpriseManagement8/21/17 Overall M&A activity in theFinancial Management Solutionsmarket remained strong. There was a growing focus on 133developing new solutions forstandardizing and automatingbusiness procedures. Larger players are showing aninterest to acquire early-stageinnovativeFMScompanies,which is pushing up valuations inthis segment.Highlighted Financing TransactionsDateCompanyLead InvestorSeriesAmount ( mm)9/27/17Growth 457/25/17Growth 35 There have been a number ofprofitable VC and PE exits via anM&A, or through an IPO. PE and VC are expected tocontinue being active.M&A activity continues to be strong; VC exit multiples soarDeal activity in the Financial Management Solutions(FMS) market continued to be strong in Q3:2017.M&A deals were mostly inspired by companieslooking to introduce new technological capabilities forinternal process improvement, bring togethercomplementary capabilities to develop new solutions,and leverage the benefits of digitization to improveuser experience. M&A transactions aimed atdeveloping new solutions largely focused onstandardizing and automating business processesthat would enable clients to operate on a leanstructure and with a smaller workforce.Standardization- and automation-inspired deals wereparticularly seen in areas like accounting & ment, and grants management. Growinginterest for acquiring young and innovative FMScompanies among larger players, particularly inspaces like Human Capital Management, havepushed up valuations in this segment. As a result,there have been many profitable VC and PE exitsfrom FMS companies through M&A deals in recentquarters. There have also been some exits throughIPOs. These too have been highly profitable.M&A deals are mostly inspired by companies looking to introduce new technological capabilities for internal processimprovement, bring together complementary capabilities to develop new solutions, and leverage the benefits of digitizationto improve user experience.Evolve Capital Partners; Deals & Market Roundup – FMS 14

M&A Transaction Activity SummaryDateTargetAcquirer(s)SectorAmount( mm)9/20/17EnterpriseManagementNA9/11/17Human CapitalManagementNA9/7/17Communities and SportsDivisionsEnterpriseManagement 6009/7/17Business riseManagementNA8/21/17Human on Profiled8/14/17Source: Capital IQ and Media ReportsEvolve Capital Partners; Deals & Market Roundup – FMS 15

M&A Transaction Activity SummaryDateTargetAcquirer(s)SectorAmount( mm)8/8/17Accounting /ExpensesNA8/2/17Accounting /ExpensesNAAccounting /Expenses iness AnalyticsNA7/7/17Accounting /ExpensesTransaction Profiled7/25/17Transaction Profiled 133Transaction ProfiledSource: Capital IQ and Media ReportsEvolve Capital Partners; Deals & Market Roundup – FMS 16

Key M&A Deal ProfilesPaychex acquires HROI for undisclosed amountTarget Company OverviewAcquisition DetailsHR Outsourcing, LLC (HROI) is a professional employerorganization (PEO) that develops HR solutions tailored toclients' business objectives and employee needs. Thecompany offers its services to small- to medium-sizedbusinesses across 35 states in the US. It was founded in2001 and is based in Springfield, MO.Paychex, Inc. acquired HROI for an undisclosedamount on August 21, 2017. Paychex also acquired allof HROI's operating subsidiaries. The company’s 140employees will be offered the opportunity to becomePaychex employees.Services OfferedTransaction RationaleHROI draws on its extensive portfolio of HR products andservices to develop single-source comprehensive customsolutions that optimize HR operations for businesses.The company’s wide range of outsourced HR servicesmainly fall under HR Information Systems, ompensation domains.The acquisition expands Paychex's leadership positionin the HR outsourcing business. It brings togetherPaychex's experience, knowledge, and resources withHROI’s niche segment experience and fast-pacedgrowth model. The acquisition will help grow thecompanies’ combined HR solutions portfolio andenhance their offerings for clients.Marlin acquires Medius for undisclosed amountTarget Company OverviewAcquisition DetailsMedius AB provides cloud-based accounts payableautomation software that allows customers to automateand efficiently manage their invoice managementprocess. The company serves more than 2,000customers worldwide and processes over 52 millioninvoices annually, with high density in the retail,manufacturing, and professional services sectors. Mediuswas founded in 2001 and is based in Linköping, Sweden.Marlin Equity Partners signed a definitive agreement toacquire Medius AB for an undisclosed amount fromNovax AB, InnovationsKapital, and other minorityshareholders on August 2, 2017.Products OfferedTransaction RationaleMedius offers two flagship solutions – MediusFlow andAscendo. These solutions help customers eliminatemanual, paper-based accounts payable workflows,accelerate invoice processing, improve supplierrelationships, and reduce costs, providing more time thatcan be dedicated to the core of their business.Medius will become a part of Marlin’s family ofsoftware businesses and gain from its extensiveexperience. The acquisition will enable Medius toaccelerate its ongoing global expansion and continueinvesting in its cloud-based solutions for accountspayable automation.Source: Capital IQ, company websites and press releasesEvolve Capital Partners; Deals & Market Roundup – FMS 17

Key M&A Deal ProfilesSage acquires Intacct for 850 millionTarget Company OverviewAcquisition DetailsIntacct Corporation, delivers cloud-based accounting andfinancial management solutions to meet the needs offinancial professionals. Intacct financial managementsoftware is regarded as the only AICPA-preferred FMSthat delivers the automation and controls around billing,accounting, and reporting that finance professionals needto reduce errors, stay audit-ready, and scale thebusiness. The company is based in San Jose, CASage announced on July 25, 2017 that it has agreed toacquire Intacct for 807 million in cash and rolled overstock options valued at 43 million for a totalconsideration of 850 million. Key members of theIntacct executive management are rolling a minimum of25% of their proceeds into new Sage options, vestingin 12 months assuming continued employment – inaddition to other retention incentives being provided.Services OfferedTransaction RationaleIntacct’s offering includes accounting outsourcingservices, contract and revenue management services,contract billing for CRM, Intacct services resourceplanning, Intacct flex reporting, Intacct subscriptionbilling, order management solution, and time andexpense management services.The acquisition will strengthen Sage’s position asproviding the first and last cloud FMS a customer willever need from start-up to global enterprise, whileintegrating seamlessly with their other enterpriseapplications. In the short term, it will provide Sage afurther platform for growth, with medium termaspirations for geographical expansion.PROACTIS acquires Perfect Commerce for 133 millionTarget Company OverviewAcquisition DetailsPerfect Commerce provides SaaS-based sourcing andprocurement solutions to enterprise and public sectors. Itserves chemicals, retail, energy, financial services,health/medical, hospitality, food products, education,manufacturing, te