Investment Services Industry Insights

Transcription

1 February 2015 Investment Services Industry Insights A Review of M&A Activity and Public Market Valuation in the Asset Management and Broker-Dealer Sectors

2 Table of Contents Introduction... 1 Asset Management Sector... 2 M&A Trends in Asset Management... 2 Recent Select Asset Management M&A Transactions... 4 Recent Notable Transactions... 5 Public Valuation Update... 6 Relative Performance... 8 Long-Term Valuation Observations... 9 Indexed Stock Price Performance Broker-Dealer Sector M&A Trends Among Broker-dealers Recent Select Broker-Dealer M&A Transactions Recent Notable Transactions Public Valuation Update Public Valuation Update Relative Performance Long-Term Valuation Observations Indexed Stock Price Performance Other Information Equity Offerings Debt Offerings Financial Services & Technology Analysts and Coverage Investment Banking Team Biographies Select William Blair Transactions Notes Disclosures Table of Contents

3 Introduction Welcome to William Blair s. This report covers trends in M&A activity, transaction multiples, and public company valuations for both the asset management and broker-dealer sectors. We believe that the two sectors have significant overlap and that long-term trends favor consolidation between the two sectors. We hope you enjoy this report and we welcome any feedback. Market Overview Asset Management Sector Asset management firms generate high margins and recurring cash flows. In addition, these companies have meaningful operating leverage. As a result, M&A transactions in the sector are generally completed at attractive multiples. Since 2000, approximately 41% of all deals were completed at more than 3.00 times LTM revenue, and approximately 58% of M&A transactions in the sector were completed at greater than 10.0 times LTM EBITDA. Acquirers in the sector are most often strategic parties that are able to pay more because of the significant revenue synergies generated by pushing new or stronger investment products through an established distribution platform. For calendar 2014, we have identified a total of 124 transactions in the asset management sector, up approximately 20% from In addition, the aggregate disclosed dollar volume of these transactions totals $13.2 billion, up from $7.5 billion in During this period, the aggregate assets under management (AUM) of the 79 acquired companies with disclosed AUM were approximately $819 billion, up 47% from Public company valuations have continued to increase from the fourth quarter 2008 low of 5.9 times LTM EBITDA and remain near the long-term average of 10.8 times from 2006 through December 31, The median LTM enterprise-value-to-ebitda multiple for asset managers as of December 31, 2014, was 10.1 times, down from 12.1 times in fourth quarter 2014 but well above the third quarter 2011 low of 7.0 times. Recent market momentum has helped drive stock price performance for the asset management sector over the last 12 months compared with the broader market. The index of asset management companies tracked by William Blair increased 14.2% over the last 12 months, above the S&P 500, which was up 11.4% over the same period. Broker-Dealer Sector For calendar 2014, we have identified 63 transactions in the broker-dealer sector, up approximately 37% from In addition, the broker-dealer sector experienced an increased aggregate disclosed dollar volume of $3.1 billion in 2014, up significantly from Since 2000, approximately 24% of all deals were completed at more than 3.00 times LTM revenue, and approximately 84% of M&A transactions in the sector were completed at greater than 10.0 times LTM EBITDA. Public company valuations in the broker-dealer sector increased in the most recent period. Price-to-LTM EPS as of December 31, 2014, was 19.6 times, up from 17.1 times at the end of 2013 and above the 17.1 times long-term median. The price-to-forward EPS multiple as of December 31, 2014, was 17.3 times, up from 16.5 times at the end of 2013 and higher than the long-term median of 14.1 times. The broker-dealer indices we follow have generally underperformed the broader market over the long term. Over the last 12 months, the S&P 500 rose 11.4%, while the four broker-dealer segments showed an average return of 7.2%, ranging from a 3.1% gain by boutique dealers to a 17.5% gain by online dealers. Summary of M&A Activity M&A activity in both the asset management and broker-dealer industries remains relatively healthy, and we expect this trend to continue throughout 2015, driven by an accelerating U.S. economy and healthy market environment. We anticipate M&A activity in these sectors will be driven by acquirers seeking to 1) broaden their investment platforms by strengthening or adding expertise in various asset classes or distribution channels, 2) expand their geographic reach by establishing on-the-ground expertise in foreign locations or buying (versus building) established relationships in core geographic regions, and 3) enhance or expand the services they offer to clients. We believe that these favorable dynamics position the industry for growth and that M&A activity will remain strong in the near future. Robert Metzger [email protected] Matthew Zimmer [email protected] J.P. Young [email protected] Kegan Greene [email protected] Introduction 1

4 Asset Management Sector

5 Asset Management Sector M&A Trends in Asset Management 2014 M&A transaction and total disclosed dollar volume were both significantly above 2013 levels. Year to date aggregate AUM of $819 billion is meaningfully above 2013 levels and ahead of average AUM levels. Historical Transaction Volume Average: Historical Transaction Dollar Volume ($ in millions) Average: $9,635 $30,000 $25,000 $20,000 $15,000 $10,000 $5,000 $0 $23,996 $17,518 $15,439 $13,246 $8,127 $7,238 $7,073 $9,117 $7,486 $5,184 $3,523 $3,768 $3, Historical Aggregate AUM ($ in billions) Average: $701 $3,000 $2,442 $2,500 $2,000 $1,500 $1,340 $1,000 $366 $786 $695 $455 $600 $558 $819 $500 $307 $294 $156 $298 $ Note: Year-to-date as of December 31, Sources: SNL Financial and William Blair s Merger and Acquisitions market analysis. 2 Asset Management Sector

6 As shown below, approximately 41% of aggregate deals since 2000 have been completed at above 3.00 times LTM revenue and approximately 58% have been completed at greater than 10.0 times LTM EBITDA. Size matters: transactions less than $50 million were completed at 1.55 times LTM revenue and 7.7 times LTM EBITDA, substantially less than the valuations on larger deals. LTM Revenue Multiple Breakdown LTM EBITDA Multiple Breakdown 8.3% 27.1% 41.4% Greater than 3.00x Greater than 10.0x 1.50x to 3.00x 33.3% Less than 1.50x 58.3% 5.0x to 10.0x Less than 5.0x 31.4% LTM Revenue Multiple by Transaction Size LTM EBITDA Multiple by Transaction Size 5.50x 5.00x 4.50x 4.00x 3.50x 3.00x 2.50x 2.00x 1.50x 1.00x 0.50x 0.00x 4.70x 2.88x 1.55x <$50mm $50mm - $500mm >$500mm 15.0x 12.0x 9.0x 6.0x 3.0x 0.0x 12.0x 9.6x 7.7x <$50mm $50mm - $500mm >$500mm Sources: SNL Financial and William Blair s Merger and Acquisitions market analysis. Asset Management Sector 3

7 Recent Select Asset Management M&A Transactions Recent Select Asset Management M&A Transactions ($ in millions) Announced Date Target Name Acquirer Transaction Value Transaction Value/ LTM Revenue LTM EBITDA 01/15/15 Woodway Financial Advisors Westwood Holdings Group Inc. $ x 9.0x 2.94% 01/05/15 Dorsey, Wright & Associates NASDAQ OMX Group NA NA NA 12/17/14 Silvermine Capital Management Man Group 70.0 NA NA 1.84% 11/12/14 Conning Holdings Corp. Cathay Financial Holding Co NA 0.32% 11/07/14 AXA China Region Insurance Co. /Hong Kong Pension Business Principal Financial Group 2,597.1 NA NA NA 10/17/14 Quilter Cheviot Old Mutual % 09/17/14 ZAIS Group HF2 Financial Management NA NA NA 09/03/14 Standard Life Investments / Standard Life Financials Manulife Financial Corporation 4, NA NA 08/13/14 Corpus Sireo Swiss Life Holding Limited % 08/07/14 Banca Intermobiliare Investor group NA NA 7.75% 08/04/14 Northern Lights Capital Group Treasury Group NA NA NA 07/16/14 Banyan Partners Boston Private Financial Holdings NA 2.15% 07/14/14 BSI Banco BTG Pactual 1, NA 1.68% 07/01/14 Placemark Investments Envestnet 66.0 NA NA 0.47% 06/30/14 Geneva Capital Management Henderson Group NA NA 3.17% 06/19/14 Numeric Holdings Man Group % 05/05/14 Reliance Financial Corporation Fidelity National Information Services NA NA NA 03/26/14 Ignis Asset Management Standard Life % 03/18/14 Institutional Shareholder Services Vestar Capital Partners NA NA 03/04/14 QS Investors Holdings Legg Mason 41.0 NA NA 1.00% 02/21/14 Global Index Advisors Legal & General Group 50.4 NA NA 0.32% 01/28/14 F&C Asset Management Bank of Montreal % 01/07/14 Chartwell Investment Partners TriState Capital Holdings % Mean $ x 9.9x 2.01% Median % Note: Transaction values and multiples calculated in local currencies. Sources: SNL Financial, Capital IQ, and FactSet Research Systems. AUM 4 Asset Management Sector

8 Recent Notable Transactions Target: Buyer: Seattle, WA Sydney, Australia Key Metrics: Announced Date: Transaction Value ($M): Majority/Minority: TV/LTM Revenue: TV/LTM EBITDA: TV/AUM %: 08/04/14 A$193.0 Majority NA NA NA Description: Northern Lights Capital Group is a U.S.-based multi-boutique asset management business. The firm holds investments in 13 boutiques with AUM of approximately $22.6 billion, and has offices in the United States, United Kingdom, and France. Treasury Group Ltd, through its subsidiaries, provides funds management services to institutions, master funds and wraps, retail investors, and private clients in Australia. Its investment and financial services include equity and debt capital investment; distribution and marketing services; responsible entity services; and other business support services, such as risk and compliance, accounting, finance, HR, and operations. Observations/Rationale: The acquisition of Northern Lights was highly strategic for Treasury Group, bringing together two top-performing asset managers to create scale and increase asset class diversity. Treasury Group expects the acquisition to be materially accretive for shareholders from completion. Following the acquisition, management and operations will be integrated and the business will be operated as one group under the direction of a common board of directors. Andrew McGill, CEO of Treasury Group, stated, We are delighted to join with Northern Lights, transforming both businesses into an international multi-boutique asset management group. For Treasury Group, the merger executes on key elements of our strategy, delivers significantly strengthened product distribution capability and leaves us ideally positioned for our next phase of growth across international markets. Target: Buyer: Addison, TX Chicago, IL Key Metrics: Announced Date: Transaction Value ($M): Majority/Minority: TV/LTM Revenue: TV/LTM EBITDA: TV/AUM %: 07/01/14 $66.0 Majority NA NA 0.47% Description: Envestnet, Inc., together with its subsidiaries, provides wealth management software and services to independent financial advisors and financial institutions in the United States and internationally. Its wealth management software unifies the applications and services advisors use to manage their practice and advise their clients, including financial planning; capital markets assumptions; asset allocation guidance; and billing calculation and administration. Placemark Investments, Inc. is a privately owned investment manager that primarily provides its services to high-net-worth individuals, but also caters to pension and profit sharing plans, charitable organizations, registered investment advisors, and family offices. Observations/Rationale: Placemark has approximately $14 billion in AUM, and the transaction will boost Envestnet to No. 5 on the list of top Unified Managed Account (UMA) providers in the industry with $24.7 billion in assets, according to Cerulli rankings. Following the acquisition, Envestnet will initially operate Placemark s Web-based UMA platform technology in tandem with its platform, benefiting customers of both firms with overlay services and delivering Envestnet s model management and rebalancing tools and reporting solutions to Placemark s clients. A full integration is expected in Jud Bergman, chairman and CEO of Envestnet, stated, This acquisition significantly expands Envestnet s presence in the full-service broker-dealer channel, giving us added resources to serve a broad spectrum of wealth management needs, while delivering increased value to our shareholders. Asset Management Sector 5

9 Public Valuation Update Public Asset Managers ($ in millions) Company Market Cap Net Debt Enterprise Value Net Debt (Cash) / EBITDA AUM% of Enterprise Value Enterprise Value (1) / LTM Revenue LTM EBITDA Price/Earnings 2014 EBITDA P LT EPS % Affiliated Managers Group Inc. Prides Crossing, MA BlackRock, Inc. Calamos Asset Management Inc. Naperville, IL Cohen & Steers Inc. Diamond Hill Investment Group Inc. Columbus, OH Eaton Vance Corp. Boston, MA Federated Investors, Inc. Pittsburgh, PA Fortress Investment Group LLC Franklin Resources Inc. San Mateo, CA GAMCO Investors, Inc. Rye, NY Invesco Ltd. Atlanta, GA Janus Capital Group, Inc. Denver, CO Legg Mason Inc. Baltimore, MD Och-Ziff Capital Management Group LLC Pzena Investment Management, Inc. Silvercrest Asset Management Group Inc. T. Rowe Price Group, Inc. Baltimore, MD The Blackstone Group L.P. Virtus Investment Partners, Inc. Hartford, CT Waddell & Reed Financial, Inc. Overland Park, KS Westwood Holdings Group Inc. Dallas, TX $11,794.8 $1,171.7 $13, x 2.3% 5.57x 14.8x 13.2x 15.7x 13.9x 15.0% 59, , , % % (454.4) (6.9) 0.5% NMF NMF NMF % 1,884.7 (209.5) 1,695.0 (1.7) 3.4% % (42.4) (1.1) 2.9% NA NA NA NA 4,841.0 (49.5) 4,901.3 (0.1) 1.6% % 3,444.4 (80.6) 3,420.9 (0.3) 0.9% % 1,672.5 (176.6) 2,656.0 (0.4) 4.0% % 34,460.7 (7,270.6) 28,349.7 (2.2) 3.2% % 2,239.5 (458.1) 1,841.6 (2.8) 3.9% % 17, , , % % 3,000.1 (346.0) 2,722.4 (1.1) 1.5% % 6,090.0 (70.7) 6,066.8 (0.1) 0.9% % 2, , , % % (50.2) (0.8) 0.4% NMF NMF NMF % (16.5) (1.0) 1.1% % 22,271.1 (1,506.1) 20,542.2 (0.8) 2.8% % 19, , ,314.4 NA 13.5% 5.20 NA % 1,544.6 (224.6) 1,342.1 (1.6) 2.2% % 4,165.7 (582.9) 3,582.8 (1.2) 2.8% % (89.6) (2.1) 2.1% NA NA NA NA Mean $9,422.9 $405.0 $10,716.4 (0.8x) 3.6% 3.89x 10.6x 9.9x 16.6x 13.9x 15.1% Median 3,000.1 (80.6) 3,420.9 (0.9) 2.3% % (1) Enterprise Value = Market Capitalization + Preferred Equity + Total Debt + Minority Interest - Cash and Equivalents. Assumes cash and equivalents for these companies represent excess cash. Sources: Capital IQ, FactSet Research Systems, and company filings as of December 31, Public Valuation Update

10 Public Asset Managers Key Metrics Assets Under Management ($B) Revenues ($M) Diluted EPS Company Q Q % Q Q % Q Q % Affiliated Managers Group Inc. Prides Crossing, MA BlackRock, Inc. Calamos Asset Management Inc. Naperville, IL Cohen & Steers Inc. Diamond Hill Investment Group Inc. Columbus, OH Eaton Vance Corp. Boston, MA Federated Investors, Inc. Pittsburgh, PA Fortress Investment Group LLC Franklin Resources Inc. San Mateo, CA GAMCO Investors, Inc. Rye, NY Invesco Ltd. Atlanta, GA Janus Capital Group, Inc. Denver, CO Legg Mason Inc. Baltimore, MD Och-Ziff Capital Management Group LLC Pzena Investment Management, Inc. Silvercrest Asset Management Group Inc. T. Rowe Price Group, Inc. Baltimore, MD The Blackstone Group L.P. Virtus Investment Partners, Inc. Hartford, CT Waddell & Reed Financial, Inc. Overland Park, KS Westwood Holdings Group Inc. Dallas, TX $537.3 $ % $594.0 $ % $2.85 $ % 4, , % 2, , % % (7.6%) (9.1%) % % % (20.9%) % % % % % % (3.5%) % (2.9%) % % NMF % 2, ,064.3 (2.1%) (5.0%) % (4.9%) (12.3%) % 1, , % % % % % % (0.2%) NMF % 1, (40.8%) (62.5%) % (0.7%) % % % (18.9%) % , % % % 2, ,985.4 (26.0%) % % % % % % % % % % Mean $450.7 $ % $667.4 $ % $1.00 $ % Median % % % Sources: Capital IQ, FactSet Research Systems, and company filings as of December 31, Public Valuation Update 7

11 Relative Performance Revenue growth has averaged 10.7% over the prior three years, slightly behind the comparable average last year. Average forward revenue growth is estimated to be 4.7%. Margins are generally in a tight band, averaging 36.8% for LTM EBITDA and 18.9% for LTM net income. Three-Year Revenue Growth 35% 25% 15% 5% (5%) (15%) 32% 30% Average: 10.7% 25% 21% 18% 15% 14% 13% 12% 10% 10% 10% 9% 7% 6% 5% 1% (0%) (1%) (1%) (11%) BX VRTS OZM FIG WHG DHIL AMG TROW WDR PZN CNS GBL IVZ BLK BEN EV LM SAMG JNS FII CLMS Forward Revenue Growth 30% 15% (0%) (15%) (30%) (45%) Average: 4.7% 27% 23% 19% 17% 14% 13% 12% 11% 7% 7% 6% 5% 1% (0%) (1%) (2%) (3%) (5%) (6%) (8%) (39%) DHIL WHG PZN SAMG FII JNS CNS AMG TROW BLK BX EV LM GBL IVZ BEN WDR CLMS VRTS FIG OZM LTM EBITDA Margin 75% 65% 56% 50% Average: 36.8% 50% 43% 40% 40% 39% 38% 38% 37% 36% 33% 32% 31% 30% 29% 27% 26% 25% 25% (0%) OZM PZN TROW BLK CNS DHIL WHG BEN AMG EV GBL JNS WDR VRTS FIG FII IVZ CLMS SAMG LM BX 20% (NMF) LTM Net Income Margin 40% Average: 18.9% 30% 31% 30% 28% 26% 26% 25% 24% 22% 22% 21% 20% 19% 18% 17% 16% 20% 10% (0%) 13% 12% 8% 8% 7% 5% TROW BLK BEN DHIL GBL WHG CNS VRTS BX EV WDR IVZ AMG FII JNS OZM FIG SAMG LM PZN CLMS Sources: FactSet Research Systems, Capital IQ, and SNL Financial as of December 31, Public Valuation Update

12 Long-Term Valuation Observations Current valuation levels have increased significantly from third quarter 2011, though they are still slightly below the longerterm median of 10.8 times. Valuation levels remain in line with long-term historical levels. Enterprise Value/LTM EBITDA 20.0x Median: 10.8x 15.0x 10.0x 5.0x 13.5x 12.9x 13.6x 12.6x 13.0x 11.8x 10.8x 11.4x 11.1x 11.3x 10.1x 5.9x 6.9x 11.8x 14.8x 14.6x 13.0x 9.9x 10.6x11.3x 10.0x 9.4x 9.4x 10.4x 10.2x 9.1x 7.0x 8.2x8.8x8.8x 12.6x 11.0x 12.1x 10.8x 10.2x 10.1x 0.0x Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Enterprise Value/Forward EBITDA 15.0x Median: 10.0x 10.0x 5.0x 12.0x 10.8x 11.6x12.3x 11.7x 10.6x 10.3x 9.8x 8.6x 9.9x 8.9x 5.3x 10.2x 12.9x 13.8x 12.1x 10.1x 7.2x 9.1x 8.8x 8.6x 8.4x 6.4x 7.1x 8.1x 6.9x 7.9x8.1x 8.8x 11.6x 11.6x 11.0x 10.1x 10.0x 10.1x 9.5x 0.0x Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Sources: Capital IQ and company filings as of December 31, Public Valuation Update 9

13 Indexed Stock Price Performance Over the last five years, publicly traded asset management companies have outperformed the S&P 500 and S&P 500 Financial Sector Index. The public universe of asset managers experienced a moderate drop in valuations in late 2011 but has since rebounded. Over the last 12 months, the index of asset management companies tracked by William Blair has increased 14.2%, outperforming the S&P 500 and the S&P Financial Sector Index. Five-Year Stock Price Performance 250 Asset Managers (+91.2%) S&P 500 (+84.6%) S&P Financials (+72.0%) % +84.6% +72.0% Dec-09 Apr-10 Aug-10 Dec-10 Apr-11 Aug-11 Dec-11 Apr-12 Aug-12 Dec-12 Apr-13 Aug-13 Dec-13 Apr-14 Aug-14 Dec-14 CY 2014 Indexed Stock Price Performance 130 Asset Managers (+14.2%) S&P 500 (+11.4%) S&P Financials (+13.1%) % +13.1% +11.4% Dec-13 Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Sources: FactSet Research Systems and company filings as of December 31, Public Valuation Update

14 Broker-Dealer Sector

15 Broker-Dealer Sector M&A Trends Among Broker-dealers The number of transactions announced in 2014 is up approximately 37% from the year-ago period aggregate disclosed transaction value of $3.1 billion is significantly above 2013 levels, but below the $17.5 billion disclosed in Historical Transaction Volume Average: Historical Transaction Dollar Volume ($ in millions) Average: $15,069 $70,000 $62,487 $60,000 $50,000 $40,000 $28,999 $33,246 $30,000 $20,000 $13,433 $15,730 $17,498 $10,000 $3,134 $4,368 $2,896 $4,011 $6,190 $804 $3,095 $ Note: Year-to-date as of December 31, Sources: SNL Financial and William Blair s Merger and Acquisitions market analysis. 11 Broker-Dealer Sector

16 As shown below, approximately 24% of the aggregate deals since 2000 have been completed at above 3.00 times LTM revenue, and approximately 84% have been completed at greater than 10.0 times LTM net income. Size matters: transactions less than $50 million were completed at 0.75 times LTM revenue and 9.0 times LTM net income, substantially less than the valuations on larger deals. LTM Revenue Multiple Breakdown LTM Net Income Multiple Breakdown 5.2% 23.9% 10.4% Less than 1.50x Greater than 10.0x 21.0% 55.1% 1.50x to 3.00x Greater than 3.00x 84.4% 5.0x to 10.0x Less than 5.0x LTM Revenue Multiple by Transaction Size LTM Net Income Multiple by Transaction Size 5.00x 4.00x 3.00x 2.00x 1.46x 2.36x 25.0x 20.0x 15.0x 10.0x 9.0x 15.0x 20.9x 1.00x 0.75x 5.0x 0.00x <$50mm $50mm - $500mm >$500mm 0.0x <$50mm $50mm - $500mm >$500mm Sources: SNL Financial and William Blair s Merger and Acquisitions market analysis. Broker-Dealer Sector 12

17 Recent Select Broker-Dealer M&A Transactions Retail Broker-dealers ($ in millions) Deal Value/ Date Effective Target Acquirer Equity Value LTM Revenue 01/20/15 Capital Guardian Northern Star Capital Holdings NA NA NA 12/18/14 Kades-Margolis Corporation U.S. Retirement Partners NA NA NA 11/24/14 Merchant Capital Stifel Financial Corp. NA NA NA 11/19/14 A. R. Schmeidler & Co. Artemis Investment Management Corporation $15.5 NA NA 10/31/14 City Index Holdings GAIN Capital Holdings x 11.0x 10/01/14 Dominick & Dominick Coil Investment Group NA NA NA 09/22/14 Securities Service Network Ladenburg Thalmann Financial Services NA 08/13/14 Girard Securities RCS Capital Corporation NA NA NA 08/06/14 VSR Group RCS Capital Corporation NA NA NA 07/07/14 Octo CTVM Caixa Geral de Depositos NA NA NA 05/27/14 OM Securities General Atlantic Service Company NA NA NA 05/20/14 Validus/Strategic Capital Partners RCS Capital Corporation NA NA 05/20/14 Southern Trust Securities AR Growth Finance Corporation NA NA NA 04/01/14 SWS Group Hilltop Holdings NMF 03/12/14 Global Asset Advisors GAIN Capital Holdings NA NA NA 03/12/14 Top Third Ag Marketing GAIN Capital Holdings NA NA NA 01/17/14 J.P. Turner & Company RCS Capital Corporation NA 01/16/14 Cetera Financial Group RCS Capital Corporation NA Mean $ x 11.0x Median Note: Transaction values and multiples calculated in local currencies. Sources: SNL Financial, Capital IQ, and FactSet Research Systems. LTM Net Income 13 Broker-Dealer Sector

18 Institutional Broker-dealers ($ in millions) Transaction Value/ Date Effective Target Acquirer Equity Value LTM Revenue LTM Net Income 01/30/15 Kunlun Financial Group CITIC Securities Company $167.6 NA NA 12/18/14 Midtown Partners & Co. India Globalization Capital NA NA NA 12/16/14 Ashton Stewart Capital Aldwych Capital Partners NA NA NA 12/15/14 R P Martin Group (certain assets) BGC Partners NA NA NA 12/08/14 Banco Espírito Santo de Investimento Haitong Securities Company NA NA 11/12/14 G.X. Clarke & Company INTL FCStone 29.0 NA NA 10/20/14 Close Brothers Seydler Bank Oddo & Cie 46.0 NA 9.0x 10/15/14 Newport Group, Inc./ Newport Group Securities Verisight NA NA NA 10/13/14 VS Holdings Janus Capital Group 66.0 NA NA 10/09/14 National Stock Exchange OpenMatch Holdings NA NA NA 10/06/14 Cutwater Holdings Bank of New York Mellon Corporation NA NA NA 09/29/14 Solebury Capital Group PNC Financial Services Group NA NA NA 09/18/14 Breckenridge Group Cary Street Partners NA NA NA 08/25/14 AmFraser Securities China Development Financial Holding Corporation 38.0 NA NA 08/03/14 International Strategy & Investment Group Evercore Partners NA NA NA 07/17/14 Pacific Crest Securities KeyCorp NA NA NA 07/16/14 Gill and Roeser Marsh, Berry & Company NA NA NA 07/08/14 Green Street Advisors Golden Gate Capital NA NA NA 07/01/14 Amherst Securities Group Pierpont Capital Holdings NA NA NA 06/26/14 St. Charles Capital KPMG NA NA NA 06/16/14 S.J. Levinson & Sons Plia Systems NA NA NA 05/08/14 Oriel Securities Limited Stifel Financial Corp. NA NA NA 03/31/14 Lantana Oil & Gas Partners SunTrust Banks NA NA NA 03/06/14 Bonds.com Group London Stock Exchange Group 15.0 NA NMF 02/05/14 Sinclair & Company INTL FCStone NA NA NA 01/03/14 Taiwan Futures Exchange Corporation Deutsche Börse X 10.2 Mean $ x 9.6x Median Note: Transaction values and multiples calculated in local currencies. Sources: SNL Financial, Capital IQ, and FactSet Research Systems. Broker-Dealer Sector 14

19 Recent Notable Transactions Target: Buyer: Charlotte, NC Description: Capital Guardian Holding, LLC provides investment brokerage services to clients in the eastern United States. It offers wealth management services, such as advisory, research, advanced planning, trust, and asset management services; and risk management, alternative investment advisory, and succession planning services, as well as lending and insurance solutions. Northern Star is a family investment office focused on hedge funds, private equity, and liquid alternative investments. Headquartered in New York, with branch offices in Europe and Miami, its investors include several prominent European, North, and South American families and institutions. Key Metrics: Announced Date: Transaction Value ($M): Majority/Minority: TV/LTM Revenue: TV/LTM Net Income: 01/20/15 NA Majority NA NA Observations/Rationale: With the acquisition of Capital Guardian, Northern Star Capital s AUM in commingled funds and managed accounts will exceed $3 billion. Post transaction, Richard Moran will be appointed as the new president and chief operating officer of Capital Guardian. Mr. Moran stated, "I am pleased to join our partners at Northern Star to lead the growth and expansion efforts of Capital Guardian Rarely do you see such a unique opportunity and extraordinary value proposition: To be a leading financial services firm offering both company advisors and independent advisors full service wealth management capabilities including RIA, Asset Management, International, Family Office, Trust and Insurance Services. These capabilities have historically been the exclusive domain of the large global banks." Description: Target: Buyer: San Diego, CA Girard Securities, Inc. is an independent broker-dealer offering a broad range of securities brokerage and investment services to primarily individual investors. The firm also sells insurance products, fixed and variable annuities, and life insurance. RCS Capital Corporation, through its subsidiaries, engages in wholesale broker-dealer, investment banking, and capital markets activities. The company is involved in the wholesale distribution of publicly registered non-traded securities, including (SEC)-registered real estate investment trusts, and business development companies. Key Metrics: Announced Date: Transaction Value ($M): Majority/Minority: TV/LTM Revenue: TV/LTM Net Income: 08/13/14 NA Majority NA NA Observations/Rationale: Upon completion of the acquisition, RCS Capital will have over 9,700 retail advisors in its nationwide network, further reinforcing its position as a leading network of independent financial advisors. Following the acquisition, Girard will become part of the independent retail platform at RCS Capital and will continue to operate under current management and the "Girard" brand. Susie Wolfman, chairman and CEO of Girard, commented, "We are excited about joining RCAP's family of independent broker-dealers and contributing to the growth of one of the industry's premier independent broker-dealer platform. We believe RCAP's commitment to maintaining the separate identity and culture of Girard was one of the most attractive aspects of this combination. This transaction will allow Girard to leverage the resources of what we believe to be one of the industry's fastest growing and most innovative firms." 15 Broker-Dealer Sector

20 Public Valuation Update Public Broker-dealers ($ in millions) Market Price/Earnings Price/Revenue Company Stock Price Capitalization LTM P LTM P Online Broker-dealers LTP EPS Growth % PEG Charles Schwab Corp. San Francisco, CA E*TRADE Financial Corp. FXCM Inc. GAIN Capital Holdings Inc. Bedminster, NJ IG Group Holdings PLC London, United Kingdom Interactive Brokers Group Inc. Greenwich, CT $30.19 $39, x 26.4x 18.4x 6.55x 5.99x 4.88x 23.4% 135.4% , % 71.2% % 216.5% % 74.3% , % 454.6% , % 382.4% Inter-Dealer Brokers BGC Partners Inc. Compagnie Financiere Tradition Lausanne, Switzerland GFI Group Inc. ICAP PLC London, United Kingdom INTL FCStone Inc. Investment Technology Group Inc. Knight Capital Group Inc. Jersey City, NJ MarketAxess Holdings Inc. Tullett Prebon PLC London, United Kingdom $9.15 $1, x 14.7x 14.3x 1.11x 1.01x 0.93x 11.6% 140.8% NA NA NA 0.3 NA NA NA NA NMF NMF NA NA , % 290.4% % 96.7% % 103.3% , % 67.9% , % 187.0% , (4.5%) NMF Sources: Capital IQ, FactSet Research Systems, and company filings as of December 31, Broker-Dealer Sector 16

21 Public Broker-dealers (cont d) ($ in millions) Market Price/Earnings Price/Revenue Company Stock Price Capitalization LTM P LTM P Midsize Broker-Dealer LTP EPS Growth % PEG Evercore Partners Inc. Greenhill & Co. LPL Investment Holdings Inc. Boston, MA Piper Jaffray Cos. Minneapolis, MN Raymond James Financial Inc. St. Petersburg, FL Stifel Financial Corp. St Louis, MO $52.37 $1, x 16.0x 15.9x 2.49x 1.94x 1.69x 52.3% 39.2% % 141.4% % 124.9% % 128.9% % 103.5% % 154.4% Global Investment Banks Bank of America Corp. Charlotte, NC Barclays PLC London, United Kingdom Citigroup Inc. Credit Suisse Group AG Zurich, Switzerland Deutsche Bank AG Frankfurt am Main, Germany Goldman Sachs Group Inc. JPMorgan Chase & Co. Morgan Stanley UBS AG Zurich, Switzerland $17.89 $188,139.3 NMF 12.1x 10.5x 2.16x 2.12x 2.00x 12.8% 317.3% , % 48.7% ,925.6 NMF % 219.9% , % 165.6% ,699.7 NMF % 34.5% , % 91.2% , % 161.6% , % 63.9% , % 82.7% Mean $35.46 $34, x 17.2x 14.5x 2.35x 2.23x 2.09x 18.2% 151.8% Median , % 128.9% Sources: Capital IQ, FactSet Research Systems, and company filings as of December 31, Broker-Dealer Sector

22 Public Valuation Update Relative Performance Revenue growth has averaged 2.3% over the prior three years, slightly behind the comparable average last year. One-year forward revenue growth varies widely, averaging 4.2%. LTM net income margins vary widely, averaging 9.8%. Three-Year Revenue Growth 25% Average: 2.3% 15% 5% 21% 17% 15% 14% 14% 11% 10% 9% 8% 6% 5% 4% 3% 3% 2% 2% 1% 1% (5%) (15%) (25%) (1%) (1%) (2%) (2%) (4%) (5%) (5%) (7%) (8%) (10%) (10%) (22%) Forward Revenue Growth 40% 38% Average: 4.2% 30% 30% 23% 20% 13% 13% 12% 12% 10% 8% 7% 5% 5% 4% 4% 3% 2% 2% 1% 1% 1% 1% (0%) 10% (0%) (1%)(1%) (10%) (3%) (7%) (8%) (20%) (10%) (13%) (30%) (27%) LTM Net Income Margin 50% Average: 9.8% 36% 28% 25% 24% 22% 25% 18% 16% 16% 13% 11% 10% 10% 9% 9% 9% 8% 6% 5% 5% 5% 4% 4% 4% 4% 3% 2% 0% 0% 0% (0%) (25%) (16%) Sources: FactSet Research Systems, Capital IQ, and SNL Financial as of December 31, Public Valuation Update 18

23 Long-Term Valuation Observations Valuations increased during the fourth quarter of 2014 to 19.6 times LTM EPS, up from 17.1 times in fourth quarter Forward EPS multiples increased meaningfully to 17.3 times, compared with 16.5 times in fourth quarter Price/LTM EPS 30.0x 25.0x 20.0x 15.0x 10.0x 5.0x 0.0x 16.9x 15.0x 18.1x 16.2x 14.2x 13.7x 12.4x 17.2x 15.7x 12.7x 12.5x9.9x 11.4x Median: 17.1x 23.1x 18.6x 18.2x 18.1x 19.7x 14.8x 18.4x 17.7x 17.3x15.9x 16.5x 20.3x 20.3x 18.2x 19.6x 18.8x 18.4x 19.6x 15.3x 15.2x 17.1x 17.8x 13.7x Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Price/Forward EPS 25.0x Median: 14.1x 20.0x 15.0x 10.0x 5.0x 0.0x 17.6x 15.7x 18.1x 14.5x 15.3x 14.3x 14.4x 14.0x 12.1x 14.0x 11.7x 14.3x 14.5x 12.1x 12.2x14.5x 12.7x 12.9x 11.4x 11.2x 11.2x 9.7x Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Sources: Capital IQ and company filings as of December 31, x 11.3x 16.5x 12.5x 13.6x15.1x 13.3x 14.1x 14.2x 14.4x 16.8x 16.4x 16.1x 17.3x 19 Public Valuation Update

24 Indexed Stock Price Performance Over the last five years, all indices of publicly traded broker-dealers tracked by William Blair have experienced positive performance, ranging from a 22.2% increase by global investment banks to a 70.0% increase by online brokers. Over the last 12 months, only online brokers have outperformed the S&P 500. Five-Year Stock Price Performance S&P 500 (+84.6%) S&P Financial (+72.0%) Online (+70.0%) Inter-Dealer Broker (+62.4%) Boutique (+63.5%) Global I-Banks (+22.2%) +84.6% +72.0% +70.0% +63.5% +62.4% +22.2% 50 0 Dec-09 Apr-10 Aug-10 Dec-10 Apr-11 Aug-11 Dec-11 Apr-12 Aug-12 Dec-12 Apr-13 Aug-13 Dec-13 Apr-14 Aug-14 Dec-14 CY 2014 Indexed Stock Price Performance S&P 500 (+11.4%) S&P Financial (+13.1%) Online (+17.5%) Inter-Dealer Broker (+4.6%) Boutique (+3.1%) Global I-Banks (+3.4%) +17.5% +13.1% +11.4% +4.6% +3.4% +3.1% 70 Dec-13 Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Sources: FactSet Research Systems and company filings as of December 31, Public Valuation Update 20

25 Other Information

26 Other Information Equity Offerings Initial Public Offerings Completion Date Company Price Shares (1) Amount (1) Market Capitalization at Pricing / LTM LTM Net Revenue Income 10/29/14 Fifth Street Asset Management $ $ x NMF 10/08/14 OM Asset Management NMF 09/23/14 Medley Management NMF 04/15/14 Moelis & Co NMF 06/26/13 Silvercrest Asset Management Group x 06/05/13 RCS Capital Corp NMF 03/06/13 Artisan Partners Asset Management NMF 05/02/12 The Carlyle Group NMF NMF 04/11/12 Oaktree Capital Group NMF 02/08/12 FX Alliance /17/11 Manning & Napier /29/11 Apollo Global Management /14/10 GAIN Capital Holdings /01/10 FXCM /17/10 LPL Investment Holdings NMF 11/09/10 Noah Holdings (1) Amount in millions; includes overallotment. Sources: Dealogic and William Blair s Merger and Acquisitions market analysis. Follow-On Equity Offerings Completion Date Company Price Shares (1) Amount (1) Market Capitalization at Pricing / LTM LTM Net Revenue Income 11/18/14 Moelis & Co. $ $ x 22.7x 06/13/14 Artisan Partners Asset Management NMF 06/05/14 RCS Capital Corp NMF 03/13/14 Fortress Investment Group /06/14 Artisan Partners Asset Management NMF 03/05/14 Oaktree Capital Group NMF NMF 03/04/14 Carlyle Group /31/13 Artisan Partners Asset Management NMF 09/11/13 Virtus Investment Partners /05/13 Carlyle Group NMF 05/22/13 Oaktree Capital Group NMF NMF 05/09/13 Apollo Global Management /13/13 E*Trade Financial Corp NMF 11/14/12 WisdomTree Investments NMF NMF 08/06/12 Duff & Phelps Corp (1) Amount in millions; includes overallotment. Sources: Dealogic and William Blair s Merger and Acquisitions market analysis. 21 Other Information

27 Debt Offerings Redemption Date Company Offering Description Price Amount (1) Date 01/12/15 Brookfield Asset Management 4.000% Senior unsecured notes $100.0 $ /15/25 12/04/14 BGC Partners 5.375% Senior unsecured notes NA /09/19 11/13/12 Och-Ziff Finance Co % Senior unsecured notes /20/19 11/12/14 E*TRADE Financial Corporation 5.375% Senior unsecured notes /15/22 10/17/14 TD Ameritrade Holding Corporation 3.625% Senior unsecured notes /01/25 10/03/14 Cowen Group 8.250% Senior unsecured notes /15/21 07/15/14 Stifel Financial Corp % Senior unsecured notes /18/24 07/11/14 Oaktree Capital Management 3.910% Series A senior unsecured notes /03/24 07/11/14 Oaktree Capital Management 4.010% Series B senior unsecured notes /03/26 06/23/14 Legg Mason 5.625% Senior unsecured notes /15/44 06/23/14 Legg Mason 2.700% Senior unsecured notes /15/19 06/02/14 Piper Jaffray Companies Floating rate class A senior unsecured notes /31/17 05/13/14 Jefferies Group 2.375% Senior unsecured notes /20/20 04/29/14 RCS Capital Corporation 5.000% Senior unsecured convertible notes /01/21 04/02/14 Blackstone Holdings Finance Co % Senior unsecured notes NA /15/44 03/13/14 BlackRock 3.500% Senior unsecured notes NA /31/34 03/05/14 Carlyle Holdings II Finance 5.625% Senior unsecured notes /30/43 03/04/14 Cowen Group 3.000% Senior cash convertible unsecured notes NA /15/19 02/06/14 Affiliated Managers Group 4.250% Senior unsecured notes /15/24 01/23/14 Brookfield Asset Management 4.820% Unsecured medium-term notes /28/26 01/16/14 Legg Mason 5.625% Senior unsecured notes /15/44 11/06/13 Lazard Group 4.250% Senior unsecured notes /14/20 10/17/13 Brookfield Asset Management 5.040% Medium-term notes /08/24 10/01/13 IntercontinentalExchange Group 4.000% Senior unsecured notes /15/23 10/01/13 IntercontinentalExchange Group 2.500% Senior unsecured notes /15/18 09/30/13 TMX Group 3.253% Series A senior unsecured debentures NA /03/18 09/30/13 TMX Group Floating rate series C senior unsecured debentures NA /03/16 09/04/13 Brookfield Asset Management 5.950% Senior unsecured debentures /14/35 09/04/13 Brookfield Asset Management 5.040% Medium-term notes /08/24 09/04/13 CME Group 5.300% Senior unsecured notes /15/43 07/22/13 Charles Schwab Corporation 2.200% Senior unsecured notes /25/18 07/15/13 INTL FCStone 8.500% Senior unsecured notes /30/20 01/17/13 JMP Group 8.000% Senior unsecured notes /15/23 01/15/13 Jefferies Group 5.125% Senior unsecured notes /20/23 01/15/13 Jefferies Group 6.500% Senior unsecured notes /20/43 11/06/12 E*TRADE Financial Corporation 6.375% Senior unsecured notes /15/19 11/05/12 Invesco Finance 3.125% Senior unsecured notes /30/22 10/03/12 Affiliated Managers Group 5.250% Senior unsecured notes /15/22 09/19/12 Franklin Resources 1.375% Senior unsecured notes /15/17 09/12/12 Nuveen Investments 9.125% Senior unsecured notes /15/17 09/12/12 Nuveen Investments 9.500% Senior unsecured notes /15/20 09/07/12 Brookfield Asset Management 4.540% Unsecured medium term notes /20/23 08/01/12 Affiliated Managers Group 6.375% Senior unsecured notes /15/42 04/19/12 Jefferies Group 6.875% Senior unsecured notes /15/21 03/21/12 Raymond James Financial 5.625% Senior unsecured notes /01/24 02/29/12 Raymond James Financial 6.900% Senior unsecured notes /15/42 01/18/12 Stifel Financial Corp % Senior unsecured notes /15/22 01/10/12 Nuveen Investments 7.875% Senior notes /15/22 (1) Amount in millions. Sources: SNL Financial and William Blair s Merger and Acquisitions market analysis. Other Information 22

28 Financial Services & Technology Analysts and Coverage Insurance Brokers and Property and Casualty Insurance Adam Klauber, CFA Allstate Corporation (The) (ALL) American International Group, Inc. (AIG) AmTrust Financial Services, Inc. (AFSI) Aon plc (AON) Argo Group International Holdings, Ltd. (AGII) Arthur J. Gallagher & Co. (AJG) Benefitfocus, Inc. (BNFT) Brown & Brown, Inc. (BRO) Chubb Corporation (The) (CB) CNA Financial Corporation (CNA) Connecture, Inc. (CNXR) Crawford & Company (CRD.A) Crawford & Company (CRD.B) ehealth, Inc. (EHTH) Erie Indemnity Company (ERIE) Federated National Holding Company (FNHC) HCC Insurance Holdings, Inc. (HCC) Kemper Corporation (KMPR) Markel Corporation (MKL) Marsh & McLennan Companies, Inc. (MMC) National General Holdings Corp. (NGHC) National Interstate Corporation (NATL) Navigators Group, Inc. (The) (NAVG) Progressive Corporation (The) (PGR) RLI Corp. (RLI) Travelers Companies, Inc. (The) (TRV) WebMD Health Corp. (WBMD) Willis Group Holdings Public Limited Company (WSH) Financial Technology and Specialty Finance Robert Napoli Alliance Data Systems Corporation (ADS) American Express Company (AXP) Bottomline Technologies, Inc. (EPAY) CAI International, Inc. (CAP) Capital One Financial Corporation (COF) Cardtronics, Inc. (CATM) Discover Financial Services (DFS) Encore Capital Group, Inc. (ECPG) EVERTEC, Inc. (EVTC) Financial Engines, Inc. (FNGN) Garrison Capital Inc. (GARS) Green Dot Corporation (GDOT) Harvest Capital Credit Corporation (HCAP) Independence Realty Trust, Inc. (IRT) Marlin Business Services Corp. (MRLN) MasterCard Incorporated (MA) MoneyGram International, Inc. (MGI) Monroe Capital Corporation (MRCC) Performant Financial Corporation (PFMT) PRA Group (PRAA) QIWI plc (QIWI) Visa Inc. (V) WageWorks, Inc. (WAGE) Western Union Company (The) (WU) WEX Inc. (WEX) Asset Management and Financial Technology Chris Shutler, CFA Affiliated Managers Group, Inc. (AMG) Artisan Partners Asset Management Inc. (APAM) Charles Schwab Corporation (The) (SCHW) Eaton Vance Corp. (EV) Envestnet, Inc. (ENV) Euronet Worldwide, Inc. (EEFT) Fiserv, Inc. (FISV) Global Payments, Inc. (GPN) Heartland Payment Systems, Inc. (HPY) Invesco Ltd. (IVZ) LPL Financial Holdings Inc. (LPLA) MSCI Inc. (MSCI) SEI Investments Company (SEIC) SS&C Technologies Holdings, Inc. (SSNC) T. Rowe Price Group, Inc. (TROW) TD Ameritrade Holding Corporation (AMTD) Vantiv, Inc. (VNTV) Waddell & Reed Financial, Inc. (WDR) WisdomTree Investments, Inc. (WETF) 23 Financial Services & Technology Analysts and Coverage

29 Investment Banking Team Biographies William Blair Financial Services Investment Banking Robert Metzger, Managing Director and Head of Financial Services Investment Banking, joined William Blair in While at William Blair and in his prior position at ABN AMRO, he focused on the corporate finance 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. [email protected] Matthew Zimmer, Managing Director, is a member of William Blair s investment banking group. Before joining the firm, he worked with Robert W. Baird & Co. in the investment banking group for five years, where he specialized in M&A and equity underwriting. Mr. Zimmer has 11 years of experience advising public and private companies and has been involved in sell-side and buy-side transactions, strategic option studies, fairness opinions, and special committee situations. He graduated from the University of Notre Dame. In 2005, he graduated from Columbia Business School, receiving an M.B.A. with a concentration in finance and economics. He is a Certified Public Accountant. [email protected] J.P. Young, Managing Director, is a member of the financial services industry group, where he focuses on the corporate finance needs of asset managers, broker-dealers, and specialty finance companies. Mr. Young joined William Blair s investment banking group in 2009 from Macquarie Capital and began his investment banking career in 2000 at Piper Jaffray. He has extensive experience providing M&A advisory services and raising public and private equity capital for clients. Mr. Young received a B.S. from Lehigh University and an M.S. from the University of Chicago. [email protected] Kegan E. Greene, Vice President, is a member of the financial services industry group, where he focuses on the corporate finance needs of asset managers, broker-dealers, insurance businesses, and specialty finance companies. Before joining William Blair in 2010, Mr. Greene worked at Babcock & Brown and Goldman Sachs. Mr. Greene holds an M.B.A. in finance and entrepreneurship from the University of Chicago, a J.D. from DePaul University, and a B.A. in English from DePauw University. [email protected] Investment Banking Team Biographies 24

30 Select William Blair Transactions $27,500,000 $172,500,000 A$193,000,000 $47,000,000 Direct Unsecured Notes Convertible Bond Offering has merged with Treasury Group Senior Debt January 2015 December 2014 November 2014 November 2014 $80,000,000 $76,475,000 $100,000,000 $100,000,000 Preferred Stock Follow-on Offering Senior Unsecured Notes Senior Secured Debt September 2014 July 2014 July 2014 June 2014 $60,000,000 $575,628,894 $66,815,000 $309,120,000 Debt Placement Follow-on Offering Follow-on Offering Follow-on Offering April 2014 March 2014 January 2014 November 2013 $82,800,000 $169,708,412 $34,000,000 $59,361,250 Initial Public Offering Follow-on Offering Initial Public Offering Follow-on Offering October 2013 October 2013 August 2013 July 2013 Not Disclosed Not Disclosed 525,000,000 Not Disclosed has been acquired by Encore Capital Group Valuation of Class A Equity Units has been acquired by J.C. Flowers & Co. LLC Valuation of Class A Equity Units June 2013 June 2013 May 2013 December 2012 $86,250,000 Not Disclosed $500,250,000 Not Disclosed Investment Management Initial Public Offering Valuation of Class A Equity Units Follow-on Offering has acquired Guidance Capital LLC October 2012 June 2012 May 2012 April Select William Blair Transactions

31 Notes Notes 26

32 Disclosures 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 williamblair.com February 12, Disclosures

33 About William Blair Investment Banking William Blair s investment banking group combines significant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and financing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth financing, financial 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 , the investment banking group completed more than 330 merger-andacquisition transactions worth $73 billion in value, involving parties in 36 countries and five continents, was an underwriter on more than 20% of all U.S. initial public offerings, and raised nearly $100 billion in public and private financing.