STRICTLY PRIVATE & CONFIDENTIAL
TD COWEN | LEGAL TECHNOLOGY
Verticalized Software, Data, & Analytics ("VSDA") Coverage Group
2025
Dedicated LegalTech Investment Banking Team
2
Additional TD Cowen Resources
Derek Cherney
Managing Director,
Strategic Capital
Christopher Weekes
Managing Director,
Equity Capital Markets
Scott Hague
Managing Director,
Head of Private Capital Solutions
and Debt Capital Markets
Yoav Wiegenfeld
Managing Director,
Head of Israel Investment Banking
Alston Lambert
Managing Director,
Financial Institutions Group (FIG)
Searcy Dryden
Managing Director, Global Head of VSDA
• 20+ years of experience in investment banking
• Previously Managing Partner of Portico Capital, leading the NYC, Greenwich, and
London offices
• Has advised on a wide range of M&A and capital raising transactions with a focus
on risk, data, analytics, and vertical software
• Executed transactions totaling more than $30B over the course of his career
Andrew Forman
Director, LegalTech Lead
• 10+ years of investment banking experience advising growth software, tech-
enabled services, data, & analytics companies, focusing on domestic and cross-
border public & private M&A advisory
• Rejoined TD Cowen from Portico Capital, and prior to that from BoA's LevFin Group
• BA in Mathematics & Economics from Hamilton College
• MBA from Harvard Business School
Louis De Courcy
Senior Associate
• 5+ years of experience in Investment Banking
• Joined Cowen in 2022 from Needham & Company’s TMT Investment Banking
Group where he advised tech-enabled services and software companies, focusing
on M&A advisory as well as public & private equity financing transactions
Pete Gonzalez de la Fuente
Analyst
• Joined TD Cowen in 2024
• BA in Finance & Management from the University of Miami Herbert Business
School
Leading Technology Investment Bank With One of the Largest
Technology Groups
3
(1) Includes Managing Directors and Directors.
(2) TD Bank Group is the 6th largest bank by total assets, 6th largest bank by total deposits, and the 6th largest bank by market capitalization against North American Peers as of Oct 31, 2024.
Technology Subsector Coverage
• Automotive Technology
• Education Technology
• European VSDA
• Field Service Management &
Construction Technology
• Fraud & Identity
•
InsurTech & FinTech
• Legal Technology & IP
• Maritime
• Marketing Information
• Risk, Compliance & RegTech
• Supply Chain, Fleet Mgmt. & Logistics
• Analytics
• AI / ML / Automation
• Back Office Software
• Cybersecurity Software
• Data Management
• Front Office Applications
•
Infrastructure Software
•
IoT Software
• Supply Chain and Logistics
• Business Process Outsourcing
• Digital Assets & Blockchain Tech
• Digital Financial Services
• FinTech
•
IT Services
• Market Infrastructure
• Marketing & Loyalty
• Payment Tech
• Automotive Electronics
• Communications
• Digital Media
• Disruptive Tech
• Esports / Sports
•
Internet
• Mobility
• SemiCap Equipment
• Semiconductors
Electronics & Internet
20+
Tech-Enabled Services
25+
Enterprise Software
25+
Verticalized Software,
Data, & Analytics (VSDA)
30+
Product Partners & Additional Coverage
Financial Sponsors
Dedicated coverage of leading tech-focused
sponsors in each coverage sector
Leveraged Finance
Top provider of M&A financings with 500+
U.S. corporate lending clients
M&A Advisory
Deep industry sector expertise globally,
particularly in North America and Europe
Large Cap Tech
Mutual client relationships with leading large
cap tech companies leveraging TD's balance
sheet and tech spend
Private Capital Solutions
Enhanced equity and debt private
placement capabilities
Equity & Debt Capital Markets
Top 10 North American ECM platform with
integrated offerings across ECM, DCM & LF
Research
Top 5 North American equity research leader,
with 1,200 companies under coverage and 14
dedicated TMT Analysts covering 200+ stocks
Corporate Banking
Strong balance sheet as top 10 bank, plus
global transaction banking capabilities2
Technology Bankers Across
North America & London
100+
Senior Technology
Bankers1
40+
Dedicated Technology
Product Partners1
30+
Toronto Dominion Bank & TD Securities
4
TD Securities
Employees Globally
7K+
Largest Bank in
North America1
Top 10
Industry-Leading
Credit Ratings2
Aa2
AA
Total
Assets
$1.4+
Trillion
Market
Capitalization
$100+
Billion
“TD Securities” and the products and services described above represent the combined businesses of TD Securities (USA) LLC, TD Securities Inc., TD Prime Services LLC, Cowen and Company, LLC, and certain investment banking, capital markets and
wholesale banking activities of The Toronto-Dominion Bank and certain of its subsidiaries and branches. TD Bank Group key metrics as of Oct 31, 2024; (1): TD Bank Group is a top 10 bank by market capitalization against North American Peers,. North
American Peers defined as Canadian Peers and U.S. Peers. Canadian Peers – defined as other 4 big banks (RY, BMO, BNS, and CM). U.S. Peers – defined as Money Center Banks (C, TFC, BAC, JPM, WFC, PNC, and USB). As of Oct 31, 2024. (2):
Ratings on senior long-term debt of The Toronto-Dominion Bank as Oct 31, 2024.
Vancouver
Toronto
New York
London
Hong Kong
Singapore
Dublin
Tokyo
Houston
Calgary
San Francisco
Boston
Chicago
Washington D.C.
Montreal
Leipzig
Detroit
Tel Aviv
Operating out of
34 cities across the globe
Trusted
Advice
Capital
Raising
Global Market
Access
Market Risk
Management
Investor
Insights
Treasury &
Transaction
Banking
As a team, we work closely with our clients to deliver integrated solutions:
Our Services
Corporate & Investment Banking
Corporate Banking
Mergers & Acquisitions
Leveraged Finance
Equity & Debt Capital Markets
Global Transaction Banking
Private Capital Solutions
Global Markets
Fixed Income
Equities
Foreign Exchange
Prime Brokerage
Corporate Risk Solutions
Commodities & Securitization
ESG Solutions
ESG Advisory Services
Carbon Markets Solutions
Research & Strategy
Equity Research
Global Strategy
Policy Research
Our Industry Coverage
Chemicals
Communications & Media
Consumer & Retail
Energy
Financial Institutions
Financial Sponsors
Healthcare
Industrials
Metals & Mining
Power & Utilities
Real Estate
Technology
VSDA Practice Pillars & Relationship Based Approach
5
TD Cowen maintains a client-centric approach with global reach
EXCLUSIVE
INDUSTRY FOCUS
• Superior, in-depth industry knowledge
• Relationships with industry-leading
companies and strategic partners
• Proven track record with blue-chip
financial sponsors focused on the sector
EXCEPTIONAL
CLIENT SERVICES
• Knowledge-driven M&A advisory services
– Valuation
– Marketing
– Transaction Structuring
• Capital raising expertise
– Valuation
– Positioning
– Distribution
• Access to strategic partners and key
financial sponsors
TRUE CLIENT
PARTNERSHIPS
• Senior level focus
• Committed resources
• Aligned interests
– Success-based vs. retainer-based
• Long-term client partnership-focused vs.
transaction-focused
TD Cowen focuses on sector specialization, subject matter expertise, and a research-driven approach to deliver exceptional
outcomes for its best-of-breed clients across the LegalTech landscape:
– Execution
– Negotiation

Minority Capital Raise
1
Has raised
growth equity
from
Majority Recap
2
Has undertaken a
majority
recapitalization by
Carve-Out
3
Acquired
by
(FCC Division)
Strategic Sale
4
Acquired
by
Buy-Side Acquisition
6
Acquired
by
Strategic Sale
5
Acquired
by The Grevers
Family to form
Mortgage Due Diligence & Risk
Services
IP Search & Analytics
Legal Professional Data
Legal Professional Data
Compliance Management Platform
Tech-Enabled Titling Services
Tech-Enabled 3PRM Managed
Services
Credit Reporting & Compliance
Patent & Trademark Information
TD Cowen’s Legal Technology & Services Experience
Jury Management Platform
Merchant Risk Management
Solutions
Affordable Housing Advisory Services
M&A Settlement Services
eDiscovery
6
FCC Advisory Division
FCC Professional & Managed Services
HR Compliance
Outsourced Mortgage QC Services
Patent Intelligence Solutions
MLM 2
Project Armory
Trademark & IP Docketing Software
3rd Party Class Action Claim Filing
KYC and KYB
Account Screening
Fraudulent
Payments Screening
Public Record
Background Screening
Identity
Screening
Third-Party Vendor /
Contractor Screening
Fraudulent Application
Screening
Description
Databases of government
watchlists, politically exposed
persons, and other high-risk
individuals used to screen
bank customer bases
Risk and fraud assessments
for new accounts and
predictive analytics for
transactional risk
County, state, and federal
criminal searches as well as
SSN, employment,
professional, and education
verifications
Identity verification,
authentication, and
resolution to prevent
identity theft and fraud
Verify and credential third-
party relationships such as
partners, resellers, channels,
vendors, and contractors
Evaluate credit applications
for probability of fraud,
underwriting errors, and
compliance violations
TD Cowen Transactions
Long History in Risk, Compliance & RegTech
7
Indirect Lending Solutions
FCC Division
TD Cowen's LegalTech coverage stemmed from TD's 20+ years of experience in the Risk, Compliance & RegTech vertical
Note: TD Cowen professionals completed select transactions as employees of prior firms.
Notable LegalTech Market Themes & Considerations
8
Despite a difficult macro backdrop in 2024, record levels of dry powder and stabilizing market conditions are fueling favorable
industry tailwinds and deal momentum in the LegalTech sector heading into 2025
Current Fundraising and M&A Environment Gaining Momentum
•
During 2024, ~$6.4B capital was raised globally across ~215 deals globally, including over $1.2B in 4Q24 across 50 deals
– The average 2024 deal value nearly doubled to ~$30M as investors focus on fewer, higher value investments1
• US LegalTech & IP M&A activity rebounded in 2024 across corporate and private equity deals, and is expected to continue its upward cycle throughout 2025
– Nordic Capital acquired Anaqua, a leader in intellectual property management software, for $2.5B in Nov-24
– 2024 activity uptick attributable to pent-up demand, particularly within private equity, along with corporations turning to M&A to accelerate their growth objectives
– The convergence of multiple factors at the end of 2024, including stronger economic growth, reduced inflation, less market uncertainty following the November US
presidential election coupled with a more favorable regulatory outlook foster a favorable 2025 M&A market
Strategic Investors Focusing on Synergies & Value Creation
•
Strategic participation is dictated by perceived synergies and long-term value creation
• Workday acquired Evisort, a provider of an AI-native document intelligence platform, in Oct-24 for $311M
• DocuSign acquired Lexion, a leading contract management system, in May-24 for $161M
– The combined AI-powered platforms accelerates DocuSigns' vision of delivering a comprehensive contract management solution, enabling faster contract
processing, augments its AI solution portfolio, and significantly increases their current addressable market
Sponsors Want Angles & Early Engagement
•
Financial sponsors are eager to participate in new opportunities, but require prior engagement or other collaboration to obtain full investment committee support
•
"Dry powder" remains significant, led by S&P 500 and their respective VC arms ($1.3T total cash), with US sponsor dry powder alone totaling over $1T as of Dec-24
•
Financial sponsors are behind deployment rates, however, are remaining disciplined in their evaluation of new LegalTech platform investments
– Activity is expected to increase in 2025 as sponsors look to deploy dry powder in both platform and add-on investments given improving macroeconomic conditions
Transaction Structures & Priorities Evolving with the Market
•
Investors continue to focus largely on operational efficiency KPIs such as loss ratios, profitability, retention, etc. in addition to strategic considerations (e.g., technology,
region, or talent gaps)
– Strategics are focusing on synergy values, data, proprietary U/W access, and enhancing core strategy tenets (e.g., distribution, tech stack, automation, product
capabilities)
– Sponsors are increasingly focused on equity rollovers and transaction structure to align incentives and protect downside
Scarcity Value Increasing Market Receptivity for Top Assets
• Quality assets with profitable growth and sustainable unit economics are most sought after in the current market
• Market leaders with proven differentiation and consistent outperformance have experienced the highest participation, driving premium valuations
– Profit margins and specialty markets access are also key components of premium valuations
Source: Capital IQ, FinTech Global Research, and Company Press Releases and Public Filings.
(1) PitchBook Data, Inc.
Disclaimer
9
These materials were prepared exclusively for the benefit and internal use of the TD Securities client (the “Company”) to whom it is directly addressed and delivered in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible
transaction or transactions. These materials were compiled or prepared on a confidential basis solely and exclusively for the use of the Company and not with a view to public disclosure (whether under any securities laws or otherwise). The information is for discussion
purposes only. These materials may not be used for any purpose other than as may be specifically contemplated by a written agreement with TD Securities. These materials and the information contained herein does not purport to identify or suggest all of the risks
(direct or indirect), which may be associated with any possible transaction or transactions.
The information in this presentation reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. TD Securities' opinions and estimates constitute TD Securities' judgment and should be regarded as indicative, preliminary and
for illustrative purposes only. In preparing the materials, TD Securities has relied upon documents and information prepared or supplied to TD Securities from the Company and other sources, without independent verification by TD Securities. Any estimates and
projections contained herein have been based upon estimates and projections contained in such documents and third party sources and there is no assurance that such estimates and projections will be realized. Neither TD Securities nor any of its employees, affiliates,
advisors or representatives makes any representations (express or implied) as to the accuracy or completeness of such information contained herein and nothing contained herein is or shall be construed or relied upon as, a representation, whether as to the past,
present or future. Nothing herein should be construed as tax, accounting or legal advice. TD Securities does not have any obligation to update or otherwise revise the materials and information contained herein.
TD Securities believes that these materials must be considered as a whole and that selecting portions of the analyses and the factors considered by TD Securities, without considering all of the factors and analyses together, could create a misleading view of the
presentation. The preparation of a presentation such as this is complex and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lend to undue emphasis on any particular factor or analysis.
Any market valuations contained herein are indicative values as of the time and date indicated. Such market valuations as well as any calculations are believed to be reliable, but TD Securities does not warrant their completeness or accuracy. Any price or valuation
constitutes our judgment and are subject to change without notice. Investors should understand that statements regarding future prospects may not be realized. TD Securities cannot guarantee that different prices and/or valuations would not be available elsewhere
and suggests that valuations from other sources be obtained for comparison. Actual quotations could differ subject to market conditions.
These materials must not be disclosed, copied or reproduced, distributed or passed to others at any time without the prior written consent of TD Securities.
Notwithstanding anything herein to the contrary, the Company and each of its employees, representatives or other agents may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax structure of the transactions
contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax
strategy provided to the Company by TD Securities.
TD Securities' policies prohibit employees from offering, directly or indirectly, a favorable research rating or specific price target, or offering to change a rating or price target, to a subject company as consideration or inducement for the receipt of business or for
compensation. TD Securities also prohibits its research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investors.
TD Securities will not be liable to the Company or any third party, whether for negligence, breach of contract or otherwise, for any loss or damage of whatsoever nature suffered by the Company or a third party (including, without limitation, direct loss or damage,
indirect or consequential loss or damage, loss of goodwill, loss of business opportunity, loss of data or loss of profit), arising from TD Securities providing you with these materials or the information contained herein.
“TD Securities” is a trademark of The Toronto-Dominion Bank (“TD”) and represents certain investment banking, capital markets and wholesale banking activities conducted through certain subsidiaries and branches of TD. TD Cowen is a division of TD Securities.
TD Securities Inc. is regulated by the Investment Industry Regulatory Organization of Canada, a member of the Canadian Investor Protection Fund and a member of Canadian Marketplaces.
The following affiliated entities are registered U.S. broker dealers with the U.S Securities and Exchange Commission and are members of the Financial Industry Regulatory Authority and of the Securities Investor Protection Corporation: TD Securities (USA) LLC, TD Prime
Services LLC, TD Securities Automated Trading LLC, Cowen and Company, LLC, ATM Execution LLC and Westminster Research Associates, LLC.
TD is provisionally registered as a swap dealer with the U.S. Commodity Futures Trading Commission and is a member of the National Futures Association. TD is also provisionally registered as a security -based swap dealer with the U.S. Securities and Exchange
Commission. Cowen Financial Products LLC is registered as a security-based swap dealer with the U.S. Securities and Exchange Commission.
TD, TD Bank Europe Limited, Cowen Execution Services Limited and Cowen International Limited are regulated for investment business conducted in the UK by the UK Financial Conduct Authority. TD Global Finance unlimited company is regulated for investment
business conducted in Ireland by the Central Bank of Ireland.
Toronto Dominion (South East Asia) Limited is regulated by the Monetary Authority of Singapore and holds a Merchant Bank license. Cowen and Company (Asia) Limited is regulated by the Hong Kong Securities and Future Commission.
All logos are property of their respective owners and are for identification purposes only. Use of these names, logos, and brands does not imply endorsement.
These materials do not constitute a commitment by any TD Securities entity to underwrite, subscribe for or place any securities or to extend or arrange credit or to provide any other services. Nothing in these materials should be construed as, and may not be used in
connection with, an offer to sell, or a solicitation of an offer to buy or hold, an interest in any security or investment product. Final terms and conditions, if any, for any transaction discussed herein will be subject to a variety of reviews and approvals as well as market
conditions.
THANK YOU
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